CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
DATED AS OF MAY 1, 2007
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS.............................................................................................2
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES..........................................33
SECTION 2.01. Conveyance of Trust Fund..............................................................33
SECTION 2.02. Acceptance by the Trustee.............................................................38
SECTION 2.03. Representations and Warranties of the Seller(s), Master Servicer and
Servicers.............................................................................41
SECTION 2.04. Representations and Warranties of the Depositor as to the Mortgage Loans..............43
SECTION 2.05. Delivery of Opinion of Counsel in Connection with Substitutions.......................43
SECTION 2.06. Issuance of Certificates..............................................................44
SECTION 2.07. REMIC Provisions......................................................................44
SECTION 2.08. Covenants of the Master Servicer and each Servicer....................................44
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS.......................................................45
SECTION 3.01. Servicers to Service Mortgage Loans...................................................45
SECTION 3.02. Subservicing; Enforcement of the Obligations of Sub-Servicers.........................47
SECTION 3.03. Master Servicing by Master Servicer...................................................49
SECTION 3.04. Trustee to Act as Master Servicer or Servicer.........................................49
SECTION 3.05. Collection of Mortgage Loans; Collection Accounts; Certificate Account................50
SECTION 3.06. Establishment of and Deposits to Escrow Accounts; Permitted Withdrawals
from Escrow Accounts; Payments of Taxes, Insurance and Other Charges..................55
SECTION 3.07. Access to Certain Documentation and Information Regarding the
Non-Designated Mortgage Loans; Inspections............................................56
SECTION 3.08. Permitted Withdrawals from the Collection Accounts and Certificate Account............57
SECTION 3.09. Maintenance of Hazard Insurance; Mortgage Impairment Insurance and Mortgage
Guaranty Insurance Policy; Claims; Restoration of Mortgaged Property..................59
SECTION 3.10. Enforcement of Due on Sale Clauses; Assumption Agreements.............................62
SECTION 3.11. Realization Upon Defaulted Mortgage Loans.............................................63
SECTION 3.12. Trustee and Trust Administrator to Cooperate; Release of Mortgage Files...............66
SECTION 3.13. Documents, Records and Funds in Possession of a Servicer to be Held for the
Trust.................................................................................67
SECTION 3.14. Servicing Fee; Indemnification of Master Servicer.....................................67
SECTION 3.15. Access to Certain Documentation.......................................................68
SECTION 3.16. Maintenance of Fidelity Bond and Errors and Omissions Insurance.......................68
SECTION 3.17. Special Serviced Mortgage Loans; Repurchase of Certain Mortgage Loans.................69
SECTION 3.18. Indemnification of the Trust Administrator, the Master Servicer and the
Servicers.............................................................................70
SECTION 3.19. Notification of Adjustments...........................................................71
SECTION 3.20. Designated Mortgage Loans.............................................................71
SECTION 3.21. Assigned Prepayment Premiums..........................................................72
ARTICLE IV PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS.........................................................73
SECTION 4.01. Priorities of Distribution............................................................73
SECTION 4.02. Allocation of Losses..................................................................73
SECTION 4.03. Recoveries............................................................................73
SECTION 4.04. Monthly Statements to Certificateholders..............................................73
SECTION 4.05. Servicer to Cooperate.................................................................74
SECTION 4.06. Cross-Collateralization; Adjustments to Available Funds...............................75
SECTION 4.07. Interest Rate Cap Account(s)..........................................................75
SECTION 4.08. Supplemental Interest Trust(s)........................................................75
SECTION 4.09. Rights of Swap Counterparty...........................................................75
SECTION 4.10. Replacement Swap Counterparty.........................................................75
ARTICLE V ADVANCES BY THE MASTER SERVICER AND SERVICERS..........................................................76
SECTION 5.01. Advances by the Trust Administrator, Master Servicer and Servicers....................76
ARTICLE VI THE CERTIFICATES......................................................................................78
SECTION 6.01. The Certificates......................................................................78
SECTION 6.02. Registration of Transfer and Exchange of Certificates.................................79
SECTION 6.03. Mutilated, Destroyed, Lost or Stolen Certificates.....................................84
SECTION 6.04. Persons Deemed Owners.................................................................84
SECTION 6.05. Access to List of Certificateholders' Names and Addresses.............................84
SECTION 6.06. Maintenance of Office or Agency.......................................................84
SECTION 6.07. Book-Entry Certificates...............................................................85
SECTION 6.08. Notices to Clearing Agency............................................................85
SECTION 6.09. Definitive Certificates...............................................................86
ARTICLE VII THE DEPOSITOR, THE SELLER, THE MASTER SERVICER, THE SERVICERS, THE SPECIAL SERVICER AND THE
MODIFICATION OVERSIGHT AGENT..................................................................87
SECTION 7.01. Liabilities of the Seller, the Depositor, the Master Servicer, the
Servicers, the Special Servicer and the Modification Oversight Agent..................87
SECTION 7.02. Merger or Consolidation of the Seller, the Depositor, the Master Servicer,
the Servicers, the Special Servicer or the Modification Oversight Agent...............87
SECTION 7.03. Limitation on Liability of the Seller, the Depositor, the Master Servicer,
the Servicers, the Special Servicer, the Modification Oversight Agent and
SECTION 7.04. Master Servicer, Servicers, Special Servicer and Modification Oversight
SECTION 7.04. Master Servicer, Servicers, Special Servicer and Modification Oversight
Agent Not to Resign; Transfer of Servicing............................................89
SECTION 7.05. Master Servicer, Seller, Special Servicer, Modification Oversight Agent and
Servicers May Own Certificates........................................................90
ARTICLE VIII DEFAULT.............................................................................................91
SECTION 8.01. Events of Default.....................................................................91
SECTION 8.02. Master Servicer or Trust Administrator to Act; Appointment of Successor...............93
SECTION 8.03. Notification to Certificateholders....................................................95
SECTION 8.04. Waiver of Events of Default...........................................................95
ARTICLE IX CONCERNING THE TRUSTEE................................................................................97
SECTION 9.01. Duties of Trustee.....................................................................97
SECTION 9.02. Certain Matters Affecting the Trustee.................................................98
SECTION 9.03. Trustee Not Liable for Certificates or Mortgage Loans.................................99
SECTION 9.04. Trustee May Own Certificates.........................................................100
SECTION 9.05. Trustee's Fees and Expenses..........................................................100
SECTION 9.06. Eligibility Requirements for Trustee.................................................100
SECTION 9.07. Resignation and Removal of Trustee...................................................101
SECTION 9.08. Successor Trustee....................................................................101
SECTION 9.09. Merger or Consolidation of Trustee...................................................102
SECTION 9.10. Appointment of Co-Trustee or Separate Trustee........................................102
SECTION 9.11. Office of the Trustee................................................................103
ARTICLE X CONCERNING THE TRUST ADMINISTRATOR....................................................................104
SECTION 10.01. Duties of Trust Administrator........................................................104
SECTION 10.02. Certain Matters Affecting the Trust Administrator....................................105
SECTION 10.03. Trust Administrator Not Liable for Certificates or Mortgage Loans....................107
SECTION 10.04. Trust Administrator May Own Certificates.............................................107
SECTION 10.05. Trust Administrator's Fees and Expenses..............................................107
SECTION 10.06. Eligibility Requirements for Trust Administrator.....................................108
SECTION 10.07. Resignation and Removal of Trust Administrator.......................................108
SECTION 10.08. Successor Trust Administrator........................................................109
SECTION 10.09. Merger or Consolidation of Trust Administrator.......................................110
SECTION 10.10. Appointment of Co-Trust Administrator or Separate Trust Administrator................110
SECTION 10.11. Office of the Trust Administrator....................................................111
SECTION 10.12. Tax Return...........................................................................111
SECTION 10.13. Determination of Certificate Index...................................................111
ARTICLE XI TERMINATION..........................................................................................112
ARTICLE XII MISCELLANEOUS PROVISIONS............................................................................112
SECTION 12.01. Amendment............................................................................112
SECTION 12.02. Recordation of Agreement; Counterparts...............................................114
SECTION 12.03. Governing Law........................................................................114
SECTION 12.04. Intention of Parties.................................................................115
SECTION 12.05. Notices..............................................................................116
SECTION 12.06. Severability of Provisions...........................................................117
SECTION 12.07. Limitation on Rights of Certificateholders...........................................117
SECTION 12.08. Certificates Nonassessable and Fully Paid............................................118
SECTION 12.09. Protection of Assets.................................................................118
SECTION 12.10. Non-Solicitation.....................................................................118
ARTICLE XIII EXCHANGE ACT REPORTING.............................................................................119
SECTION 13.01. Commission Reporting.................................................................119
SECTION 13.02. Form 10-D Reporting..................................................................119
SECTION 13.03. Form 10-K Reporting..................................................................120
SECTION 13.04. Form 8-K Reporting...................................................................121
SECTION 13.05. Delisting; Amendment; Late Filing of Reports.........................................122
SECTION 13.06. Annual Statements of Compliance......................................................123
SECTION 13.07. Annual Assessments of Compliance.....................................................124
SECTION 13.08. Accountant's Attestation.............................................................125
SECTION 13.09. Xxxxxxxx-Xxxxx Certification.........................................................126
SECTION 13.10. Indemnification......................................................................126
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-1: Form of Servicer Information.......................................................H-1-1
Exhibit H-2: Reporting Data for Defaulted Loans.................................................H-2-1
Exhibit H-3: Form of Realized Loss Calculation..................................................H-3-1
Exhibit H-4: Reporting Data for Modified Mortgage Loans.........................................H-4-1
Exhibit I-1: Form of Trust Receipt and Initial Certification....................................I-1-1
Exhibit I-2: Form of Trust Receipt and Subsequent Certification.................................I-2-1
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 M-3: Form of Regulation S Letter........................................................M-3-1
Exhibit N: Form of Transferee Affidavit and Agreement...........................................N-1
Exhibit O: Form of Transfer Certificate.........................................................O-1
Exhibit P: Form of SPS Mortgage Loans Report....................................................P-1
Exhibit Q: Form of SPS Foreclosure Settlement Statement.........................................Q-1
Exhibit R: Relevant Servicing Criteria..........................................................R-1
Exhibit S: Additional Form 10-D Disclosure......................................................S-1
Exhibit T: Form of Monthly Statement to Certificateholders......................................T-1
Exhibit U: Form 8-K Disclosure Information .....................................................U-1
Exhibit V: Form of Back-Up Certification .......................................................V-1
Exhibit W: Additional Disclosure Notification ..................................................W-1
Exhibit X: Form of Subsequent Transfer Agreement ...............................................X-1
Exhibit Y: Additional Form 10-K Disclosure .....................................................Y-1
Exhibit Z: Form of Certification Regarding Substitution of Defective Mortgage Loans ............Z-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 Servicer, Special Servicer and
Modification Oversight Agent - SPS.................................................IIC-1
Schedule IIC: Representations and Warranties of Servicer - Xxxxx Fargo...........................IID-1
Schedule IID: Representations and Warranties of Servicer - GreenPoint............................IIE-1
Schedule IIE: Representations and Warranties of Servicer - WMMSC.................................IIF-1
Schedule III: Representations and Warranties of DLJMC - Mortgage Loans...........................III-1
This is the STANDARD TERMS OF POOLING AND SERVICING AGREEMENT, dated as of May 1, 2007 (the
"Standard Terms" and as incorporated by reference into a Series Supplement, the "Agreement"), by and among the
Depositor, the Seller(s), the Master Servicer, the Trust Administrator, the Special Servicer, the Modification
Oversight Agent, the Trustee and the Servicers that are party to the Series Supplement. Capitalized terms used
in this Agreement and not otherwise defined shall have the meanings assigned to them in Article I below or, if
not defined therein, in the applicable Series Supplement.
PRELIMINARY STATEMENT
The Depositor is the owner of the Trust Fund (other than certain of the Trust's rights under
Interest Rate Cap Agreements, Swap Agreements and rights to payments from the Supplemental Interest Accounts, if
applicable and as set forth in the Series Supplement) that is hereby conveyed to the Trustee in return for the
Certificates. The Trust Fund (exclusive of any entitlement to Assigned Prepayment Premiums, Interest Rate Cap
Agreements, Swap Agreements, the assets held in the Interest Rate Cap Accounts, rights to payments from the
Supplemental Interest Accounts, Prefunding Accounts, Capitalized Interest Accounts and certain other assets, in
each case if applicable and as set forth in the Series Supplement) for federal income tax purposes shall consist
of one or more REMICs as more particularly set forth in the Series Supplement.
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(s), the
Master Servicer, the Servicers, the Special Servicer, the Modification Oversight Agent, 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; provided, however, that if any such term is also defined in the
Series Supplement, then such term shall have the meaning given such term in the Series Supplement:
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.
Accountant's Attestation: The attestation required from an Accountant pursuant to
Section 13.08.
Accrual Period: As defined in the Series Supplement.
Additional Data Remittance Date: With respect to any Distribution Date and (i) the Master
Servicer and the Servicers (other than WMMSC and Xxxxx Fargo), no later than 12:00 noon (New York City time),
five Business Days prior to such Distribution Date and (ii) Xxxxx Fargo, no later than five Business Days prior
to such Distribution Date.
Additional Disclosure Notification: As defined in Section 13.02.
Additional Form 10-D Disclosure: As defined in Section 13.02.
Additional Form 10-K Disclosure: As defined in Section 13.03.
Additional Servicer: Each affiliate of the Depositor that Services any of the Mortgage Loans
and each Person who is not an affiliate of the Depositor, who Services 10% or more of the Mortgage Loans
(measured by aggregate Stated Principal Balance of the Mortgage Loans, annually at the commencement of the
calendar year prior to the year in which an Item 1123 Certificate is required to the delivered). For
clarification purposes, the Master Servicer and the Trust Administrator are Additional Servicers.
Adjustment Date: With respect to each adjustable-rate 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.
Advance: With respect to any Non-Designated Mortgage Loan and any Distribution Date, any
payment required to be made by a Servicer, the Master Servicer or the Trust Administrator, as applicable, with
respect to such Distribution Date pursuant to Section 5.01.
With respect to any Designated Mortgage Loan and any Distribution Date, the payment required to
be made by (i) the related Designated Servicer as defined in the Series Supplement or (ii) the Master Servicer
with respect to such Distribution Date pursuant to Section 3.20(b) of this Agreement.
Adverse REMIC Event: As defined in Section 2.07 (f).
Aggregate Loan Group Balance: With respect to any Loan Group and as of any date of
determination, will be equal to the aggregate Stated Principal Balance of the Mortgage Loans in such Loan Group
as of the first day of the month of such date of determination, plus, with respect to any Prefunded Loan Group,
the amount on deposit in the related Prefunding Account as of the first day of such month.
Aggregate Related Pass-Through Collateral Balance: With respect to any date of determination
and any Related Pass-Through Loan Groups, the sum of the Aggregate Loan Group Balances for all such Related
Pass-Through Loan Groups as of such date of determination.
Aggregate Subsequent Transfer Amount: With respect to any Subsequent Transfer Date, the
aggregate Stated Principal Balances as of the applicable Cut-off Date of the Subsequent Mortgage Loans conveyed
on such Subsequent Transfer Date, as listed on the revised Mortgage Loan Schedule delivered pursuant to
Section 2.01(e); provided, however, that such amount shall not exceed the amount on deposit in the related
Prefunding Account.
Agreement: With respect to any Series, this Standard Terms together with the Series
Supplement, including all amendments or supplements thereto.
Ancillary Income: All income derived from the Non-Designated Mortgage Loans, other than
Servicing Fees and Trust Administrator Fees, including but not limited to, late charges, Prepayment Premiums
(other than Assigned Prepayment Premiums), fees received with respect to checks or bank drafts returned by the
related bank for non-sufficient funds, assumption fees, optional insurance administrative fees and all other
incidental fees and charges, and only with respect to SPS, any Qualified Substitute Mortgage Loan Excess Interest
with respect to any Qualified Substitute Mortgage Loan for which a payment has been received or advanced during
the related Collection Period.
Applied Loss Amount: With respect to any Distribution Date and each Floater Loan Group, the
excess, if any, of (i) the aggregate Class Principal Balances of the related Floater Certificates (other than the
related Notional Amount Certificates), after giving effect to all Realized Losses with respect to the Mortgage
Loans in such Floater Loan Group during the Collection Period for such Distribution Date and payments of
principal on such Distribution Date over (ii) the Aggregate Loan Group Balance for such Floater Loan Group 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.
Assessment of Compliance: The certification required pursuant to Section 13.07.
Assigned Prepayment Premium: As defined in the Series Supplement.
Assignment and Assumption Agreement: That certain assignment and assumption agreement dated as
of the Initial Cut-off Date, 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.
Balloon Loan: Any Mortgage Loan that, by its terms, does not fully amortize the principal
balance thereof by its stated maturity and requires a payment at the stated maturity larger than the monthly
payments due thereunder.
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 related 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: With respect to any Related Pass-Through Loan Groups and as
of any Determination Date, the Bankruptcy Loss Coverage Amount shall equal the Initial Bankruptcy Loss Coverage
Amount for such Related Pass-Through Loan Groups as reduced by (i) the aggregate amount of Bankruptcy Losses
allocated to the related Subordinate Certificates since the Cut-off Date and (ii) any permissible reductions in
such 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 the related Classes of Certificates rated by it.
Basis Risk Shortfall: As defined in the Series Supplement.
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: Any Certificate held in "book-entry" form 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 and are authorized or obligated by law or
executive order to be closed.
Capitalization Reimbursement Amount: For any Distribution Date and any Loan Group, the
aggregate of the amounts added to the Stated Principal Balances of the Mortgage Loans in such Loan Group during
the preceding calendar month representing reimbursement amounts owed to a Servicer on or prior to such
Distribution Date in connection with the modification of such Mortgage Loan pursuant to Section 3.05. For the
avoidance of doubt, Capitalization Reimbursement Amounts shall not include amounts added to the Stated Principal
Balance of any Mortgage Loan in respect of amounts owing under such Mortgage Loan which have not been previously
advanced by the related Servicer.
Capitalized Interest Account: The separate Eligible Account designated as such and created and
maintained by the Trust Administrator pursuant to Section 3.05(h) hereof. The Capitalized Interest Account shall
be treated as an "outside reserve fund" under applicable Treasury regulations and shall not be part of any
REMIC. Except as provided in Section 3.05(h) hereof, any investment earnings on the Capitalized Interest Account
shall be treated as owned by the Depositor and will be taxable to the Depositor.
Capitalized Interest Deposit: As defined in the Series Supplement.
Capitalized Interest Distribution: With respect to each Capitalized Interest Account and each
of the first three Distribution Dates, an amount equal to 30 days of interest (based on a 360-day year) on the
aggregate amount on deposit in the related Prefunding Account at the end of the related Collection Period
accruing at a per annum rate equal to the weighted average of the Net Mortgage Rates of the Mortgage Loans in the
related Prefunded Loan Group as of the first day of the related Collection Period. If any REMIC is unable to pay
the REMIC Regular Interests their stated pass-through rates due to an insufficiency in the related Capitalized
Interest Distribution, the Depositor will contribute any amounts to such REMIC as necessary to pay the
REMIC Regular Interests their stated pass-through rates.
Capitalized Interest Release Amount: With respect to each Capitalized Interest Account and
each of the first three Distribution Dates, an amount equal to the excess of (a) the amount remaining on deposit
in such Capitalized Interest Account on such Distribution after distribution of the Capitalized Interest
Distribution for such Distribution Date, over (b) the Capitalized Interest Requirement for such Distribution Date.
Capitalized Interest Requirement: With respect to each Capitalized Interest Account and the
first Distribution Date, an amount equal to 60 days of interest (based on a 360-day year) accruing at the
Capitalized Interest Requirement Rate for such Distribution Date on the aggregate amount on deposit in the
related Prefunding Account at the end of the related Collection Period and with respect to each Capitalized
Interest Account and the second Distribution Date, an amount equal to 30 days of interest (based on a 360-day
year) accruing at the Capitalized Interest Requirement Rate for such Distribution Date on the aggregate amount on
deposit in the related Prefunding Account at the end of the related Collection Period. With respect to each
Capitalized Interest Account and the third Distribution Date and any Distribution Date thereafter, zero.
Capitalized Interest Requirement Rate: With respect to each Capitalized Interest Account and
the first two Distribution Dates, a per annum rate equal to the sum of (i) the Certificate Index for such
Distribution Date, (ii) the weighted average of the Certificate Margins of the LIBOR Certificates related to the
related Prefunded Loan Group for such Distribution Date, (iii) the weighted average of the Expense Fee Rates of
the Mortgage Loans in the related Prefunded Loan Group for such Distribution Date and (iv) with respect to each
Capitalized Interest Account and the first Distribution Date, 0.35% and with respect to each Capitalized Interest
Account and the second Distribution Date, 0.70%.
Cash Remittance Date: With respect to any Distribution Date and (A) GreenPoint and SPS, by
1:00 p.m. (New York City time) on the 7th calendar day preceding such Distribution Date, or if such 7th calendar
day is not a Business Day, the Business Day immediately preceding such 7th calendar day, (B) WMMSC, by 12:00 noon
(New York City time) on the Business Day immediately preceding such Distribution Date, (C) Xxxxx Fargo, the
18th calendar day of the month in which such Distribution Date occurs, or if such 18th calendar day is not a
Business Day, the Business Day immediately following such 18th calendar day, (D) the Designated Servicers, the
date and time specified in the related Designated Servicing Agreement, and (E) the Master Servicer, by 1:00 p.m.
(New York City time) two Business Days preceding such Distribution Date.
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 (other than a Notional Amount
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 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.
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 Reuters Screen LIBOR01 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 of such rate.
Certificate Margin: As defined in the Series Supplement.
Certificate Register: The register maintained pursuant to Section 6.02(a) hereof.
Certification Parties: As defined in Section 13.09.
Certification Person: As defined in Section 13.09.
Class: All Certificates bearing the same class designation as set forth in the Series
Supplement.
Class A Certificates: As defined in the Series Supplement.
Class C-B Certificates: As defined in the Series Supplement.
Class Interest Shortfall: With respect to any Distribution Date and Class of Pass-Through
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 Principal Balance: With respect to any Class of Certificates (other than the Notional
Amount Certificates) 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 Pass-Through 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.
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: As defined in the Series Supplement.
Code: The Internal Revenue Code of 1986, as amended.
Collection Account: The accounts established and maintained by each 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.
Commission: The U.S. Securities and Exchange Commission.
Compensating Interest Payment: For any Distribution Date and WMMSC, the least of (i) the sum
of (a) one twelfth (1/12th) of 0.04% of the aggregate Stated Principal Balance of the WMMSC Serviced Mortgage
Loans, as of the Due Date in the month of such Distribution Date, (b) Payoff Earnings in respect of the WMMSC
Serviced Mortgage Loans for such Distribution Date and (c) aggregate Payoff Interest in respect of the WMMSC
Serviced Mortgage Loans for such Distribution Date, (ii) the aggregate Prepayment Interest Shortfall allocable to
Payoffs for the WMMSC Serviced Mortgage Loans and (iii) one-twelfth (1/12th) of 0.125% of the aggregate Stated
Principal Balance of the WMMSC Serviced Mortgage Loans.
For any Distribution Date and each Servicer other than WMMSC, the lesser of (i) the aggregate
Servicing Fee payable to such Servicer for such Distribution Date in respect of the Mortgage Loans serviced by
such Servicer and (ii) the aggregate Prepayment Interest Shortfall allocable to Payoffs and Curtailments for such
Distribution Date in respect of the Mortgage Loans serviced by such Servicer.
For any Distribution Date and the Master Servicer, the excess of (i) the aggregate Compensating
Interest Payments required to be remitted by the Servicers pursuant to this Agreement and Designated Servicers
pursuant to their respect Designated Servicing Agreements, in each case relating to such Distribution Date over
(ii) the aggregate Compensating Interest Payments actually remitted by the Servicers and Designated Servicers for
such Distribution Date.
Conforming Loans: As defined in the Series Supplement.
Controlling Person: With respect to any Person, any other Person who "controls" such Person
within the meaning of the Securities Act.
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: As defined in the Series Supplement.
Counterparty: The Swap Counterparty or Interest Rate Cap Counterparty, as applicable.
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 among a custodian, the Trustee and if applicable, 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.
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, if
applicable, or as otherwise specified therein. The Series Supplement will set forth the initial Custodian(s).
Cut-off Date: For any Initial Mortgage Loan, the Initial Cut-off Date and for any Subsequent
Mortgage Loan, the applicable Subsequent Cut-off Date.
Cut-off Date Principal Balance: With respect to any Mortgage Loan, the Stated Principal
Balance thereof as of the close of business on the Cut-off Date.
Data Remittance Date: With respect to any Distribution Date and (A) each Servicer other than
WMMSC, 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 or (B) WMMSC, no later than 12:00 noon (New
York City time) on the day that is five Business Days before such Distribution Date.
Debt Service Reduction: With respect to a Mortgage Loan in a Pass-Through Loan Group, 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 a Pass-Through Loan Group, 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.
Definitive Certificate: As defined in Section 6.07.
Deleted Mortgage Loan: As defined in Section 2.03.
Delinquency Rate: With respect to a Floater Loan Group and any month, the fraction, expressed
as a percentage, the numerator of which is the aggregate outstanding Stated Principal Balance of all Mortgage
Loans in such Floater Loan Group which are 60 or more days delinquent (including all foreclosures, bankruptcies
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 such Floater Loan Group as of the close of business on the last day of such
month, in each case after giving effect to any modification to the Stated Principal Balance of any Mortgage Loan.
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 the Series Supplement.
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 Trustee (or the Trust Administrator for the benefit of the Trustee).
Designated Mortgage Loans: As defined in the Series Supplement.
Designated Servicer: As defined in the Series Supplement.
Designated Servicing Agreement: As defined in the Series Supplement.
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 any REMIC formed hereby
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 the month following the month of the Initial
Cut-off Date.
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.
Economic Residual Floater Certificates: As defined in the Series Supplement.
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 Xxxxx'x and one of the two highest available rating categories of
S&P at the time of such investment (any such money market funds which provide for demand withdrawals
being conclusively deemed to satisfy any maturity requirements for Eligible Investments set forth
herein) including money market funds of the Master Servicer, a Servicer, the Trustee or the Trust
Administrator and any such funds that are managed by the Master Servicer, a Servicer, the Trustee or the
Trust Administrator or their respective Affiliates or for the Master Servicer, a Servicer, the Trustee
or the Trust Administrator or any Affiliate of such Person acts as advisor, as long as such money market
funds satisfy the criteria of this subparagraph 7; and
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 defined in the Series Supplement.
Escrow Account: The separate account or accounts created and maintained by a Servicer pursuant
to Section 3.06.
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents,
taxes, mortgage insurance premiums, fire and hazard insurance premiums, and any other payments required to be
escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage, applicable law or any other related
document.
Event of Default: As defined in Section 8.01 hereof.
Excess Loss: The amount of any (i) Fraud Loss on a Mortgage Loan in a Pass-Through Loan Group
in excess of the related Fraud Loss Coverage Amount realized after the related Fraud Loss Coverage Termination
Date, (ii) Special Hazard Loss on a Mortgage Loan in a Pass-Through Loan Group in excess of the related Special
Hazard Loss Coverage Amount realized after the related Special Hazard Coverage Termination Date or
(iii) Bankruptcy Loss on a Mortgage Loan in a Pass-Through Loan Group in excess of the related Bankruptcy Loss
Coverage Amount realized after the related Bankruptcy Coverage Termination Date.
Exchangeable Certificates: As defined in the Series Supplement.
Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder.
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.
Federal Funds Rate: The interest rate at which depository institutions lend balances at the
Federal Reserve to the depository institutions overnight.
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.
Floater Certificates: As defined in the Series Supplement.
Floater Loan Group: As defined in the Series Supplement.
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.
Form 8-K Disclosure Information: As defined in Section 13.04.
Fraud Loan: A Liquidated Mortgage Loan in a Pass-Through Loan Group as to which a Fraud Loss
has occurred.
Fraud Loss Coverage Amount: With respect to any Related Pass-Through Loan Groups and as of any
Determination Date, initially, an amount equal to the Initial Fraud Loss Coverage Amount for such Related
Pass-Through Loan Groups, subject to reduction from time to time by the amount of Fraud Losses allocated to the
related Subordinate Certificates. In addition, (a) on each anniversary prior to the fifth anniversary of the
Cut-off Date, the Fraud Loss Coverage Amount for such Related Pass-Through Loan Groups will be reduced to an
amount equal to the lesser of (A) 2.00% of the Aggregate Related Pass-Through Collateral Balance for such Related
Pass-Through Loan Groups as of such date, and (B) the excess of the Fraud Loss Coverage Amount for such Related
Pass-Through Loan Groups as of the preceding anniversary of the Initial Cut-off Date (or with respect to the
first anniversary, the Initial Fraud Loss Coverage Amount) over the cumulative amount of Fraud Losses on the
Mortgage Loans in the Related Pass-Through Loan Groups allocated to the related Subordinate Certificates since
such preceding anniversary of the Initial Cut-off Date or the Initial Cut-off Date, as applicable, and (b) on the
fifth anniversary of the Initial Cut-off Date, zero. Any 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 the Pass-Through Loan Groups
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.
GreenPoint: GreenPoint Mortgage Funding, Inc., a New York corporation, and its successors and
assigns.
GreenPoint Serviced Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan
Schedule, for which GreenPoint is the applicable Servicer.
Gross Margin: With respect to any adjustable-rate 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.
Index: With respect to any adjustable-rate Mortgage Loan and each related Adjustment Date, the
index as specified in the related Mortgage Note.
Indirect Participants: Entities, such as banks, brokers, dealers and trust companies, that
clear through or maintain a custodial relationship with a Participant, either directly or indirectly.
Initial Bankruptcy Loss Coverage Amount: As defined in the Series Supplement.
Initial Class Principal Balance: As defined in the Series Supplement.
Initial Cut-off Date: As defined in the Series Supplement.
Initial Fraud Loss Coverage Amount: As defined in the Series Supplement.
Initial Mortgage Loans: The initial Mortgage Loans conveyed by the Depositor to the Trust Fund
pursuant to Section 2.01 hereof on the Closing Date, which are listed on the Mortgage Loan Schedule on such date.
Initial Special Hazard Loss Coverage Amount: As defined in the Series Supplement.
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 Rate Cap Account: As defined in the Series Supplement.
Interest Rate Cap Agreement: As defined in the Series Supplement.
Interest Rate Cap Counterparty: As defined in the Series Supplement.
Investment Account: The commingled account (which shall be commingled only with investment
accounts related to series of pass-through certificates with a class of certificates which has a rating equal to
the highest of the Ratings of the Certificates) maintained by WMMSC in the trust department of the Investment
Depository pursuant to Section 3.05. The Investment Account shall be an Eligible Account.
Investment Depository: U.S. Bank National Association or another bank or trust company
designated from time to time by WMMSC. The Investment Depository shall at all times be an Eligible Institution.
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 defined in the Series Supplement.
Liquidated Mortgage Loan: With respect to any Distribution Date, a defaulted Mortgage Loan
(including any REO Property) which was liquidated in the calendar month preceding the month of such Distribution
Date and as to which a Servicer, has determined (with respect to the Non-Designated Mortgage Loans, in accordance
with this Agreement, or with respect to the Designated Mortgage Loans, in accordance with the related Designated
Servicing Agreement) that it has received all amounts it expects to receive in connection with the liquidation of
such Mortgage Loan, including the final disposition of the related REO Property, whether from Insurance Proceeds,
Liquidation Proceeds or otherwise.
Liquidation Expenses: Customary and reasonable "out of pocket" expenses incurred by a Servicer
(or the related Sub-Servicer) in connection with the liquidation of any defaulted Mortgage Loan and not recovered
by the related Servicer (or the related Sub-Servicer) under a Mortgage Guaranty Insurance Policy for reasons
other than such Servicer's failure to comply with Section 3.09 hereof, such expenses including, without
limitation, legal fees and expenses, any unreimbursed amount expended by a Servicer pursuant to Section 3.11
hereof respecting the related Mortgage and any related and unreimbursed expenditures for real estate property
taxes or for property restoration or preservation to the extent not previously reimbursed under any hazard
insurance policy for reasons other than such Servicer's failure to comply with Section 3.11 hereof.
Liquidation Principal: 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 group of Mortgage Loans designated as a separate loan group in the Series
Supplement. Each Class of Certificates relate to one or more Loan Groups as designated in the Series Supplement.
Loan-to-Value Ratio: As of any date and with respect to each Mortgage Loan, the fraction,
expressed as a percentage, the numerator of which is the Stated Principal Balance of such Mortgage Loan at the
date of determination and the denominator of which is the Appraised Value of the related Mortgaged Property.
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).
Master Servicer: As defined in the Series Supplement.
Maturity Date: As defined in the Series Supplement.
Maximum Mortgage Rate: With respect to each adjustable-rate 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 adjustable-rate Mortgage Loan, the percentage set
forth in the related Mortgage Note as the minimum Mortgage Rate thereunder.
Modification Oversight Agent: As defined in the Series Supplement.
Modified Mortgage Loan: Any Mortgage Loan that is modified in accordance with Section 3.05(a).
MOM Loan: Any Mortgage Loan as to which MERS is acting as mortgagee, solely as nominee for the
originator of such Mortgage Loan and its successors and assigns.
Monthly Excess Interest: As defined in the Series Supplement.
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
related 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 to the Series Supplement as Schedule I, setting forth the following
information with respect to each Mortgage Loan and applicable Servicer:
1. the Mortgage Loan identifying number;
2. 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;
3. 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;
4. the Loan-to-Value Ratio at origination;
5. a code indicating the existence of a subordinate lien for the related Mortgaged Property;
6. the combined Loan-to-Value Ratio at origination;
7. the related borrower's debt-to-income ratio;
8. the related borrower's credit score at origination;
9. the Mortgage Rate as of the Cut-off Date;
10. the stated maturity date;
11. the amount of the Scheduled Payment as of the Cut-off Date;
12. the original principal amount of the Mortgage Loan;
13. 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;
14. a code indicating the purpose of the Mortgage Loan (i.e., purchase, rate and term
refinance, equity take-out refinance);
15. a code indicating whether an Assigned Prepayment Premium is required to be paid in
connection with a prepayment of the Mortgage Loan and the term of the Assigned Prepayment Premium;
16. the Index that is associated with such Mortgage Loan, if applicable;
17. the Gross Margin, if applicable;
18. the Periodic Rate Cap, if applicable;
19. the Minimum Mortgage Rate, if applicable;
20. the Maximum Mortgage Rate, if applicable;
21. the Expense Fee Rate;
22. the Servicing Fee Rate (which may be disclosed on the Mortgage Loan Schedule in two
parts identified as the servicing fee and the master servicing fee or in two parts identified as the "Lender Fee"
and the "Mgmt Fee" or in two parts identified as "service fee" and "excess fee");
23. the Servicer of the Mortgage Loan;
24. a code indicating whether the Mortgage Loan is covered under a borrower paid or lender
paid Mortgage Guaranty Insurance Policy (and, if so, the name of the insurance carrier) and the rate at which any
lender paid Mortgage Guaranty Insurance Policy premium is calculated, if applicable;
25. a code indicating whether the Mortgage Loan is a MERS Mortgage Loan and, if so, its
corresponding MIN; and
26. the Loan Group to which the Mortgage Loan belongs.
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 Liquidation Proceeds: With respect to any Liquidated Mortgage Loan, the excess of the
related Liquidation Proceeds over the sum of Liquidation Expenses, Expense Fees, unreimbursed Advances and
Servicing Advances and related Excess Proceeds, if any.
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 Swap Payments: A net payment (a) by the Supplemental Interest Trust Trustee, on behalf of
the Supplemental Interest Trust, to the Swap Counterparty, to the extent that the Supplement Interest Trust
Payment exceeds the Swap Counterparty Payment for such Swap Payment Date, or (b) by the Swap Counterparty to the
Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, to the extent that the Swap
Counterparty Payment payable to the Supplemental Interest Trust exceeds the Supplement Interest Trust Payment for
such Swap Payment Date.
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 defined in the Series Supplement.
Offered Certificates: As defined in the Series Supplement.
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, a Seller, the Master Servicer, a Servicer, the Special Servicer, the Modification Oversight Agent,
a Sub-Servicer, the Trustee or the Trust Administrator, as the case may be, and delivered to the Depositor, the
Seller(s), the Master Servicer, the Special Servicer, the Modification Oversight Agent, 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, as Servicer, such counsel may be in-house counsel for
Xxxxx Fargo, as Servicer.
Optional Termination: The purchase of the Mortgage Loans pursuant to Section 11.01.
Optional Termination Date: The date fixed by a Terminating Entity for the purchase of the
Mortgage Loans pursuant to Section 11.01.
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 and Floater Loan Group, an amount
equal to the amount, if any, by which (x) the Aggregate Loan Group Balance for such Loan Group for such
Distribution Date exceeds (y) the aggregate Class Principal Balance of the Floater Certificates (other than the
Economic Residual Floater Certificates) after giving effect to payments on such Distribution Date.
Overcollateralization Deficiency: For any Distribution Date and Floater Loan Group, the
amount, if any, by which (x) the related Targeted Overcollateralization Amount for such Distribution Date exceeds
(y) the related 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 related Floater
Certificates (other than the related Economic Residual Floater 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
related Floater Certificates on such Distribution Date.
Overcollateralization Release Amount: For any Distribution Date, and Floater Loan Group, an
amount equal to the lesser of (x) the related Principal Remittance Amount for such Distribution Date and (y) the
amount, if any, by which (1) the related Overcollateralization Amount for such date, calculated for this purpose
on the basis of the assumption that 100% of the related Principal Remittance Amount for such date is applied on
such date in reduction of the aggregate of the Class Principal Balances of the related Floater Certificates
(other than the Economic Residual Floater Certificates), exceeds (2) the related Targeted Overcollateralization
Amount for such date.
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 Certificates: As defined in the Series Supplement.
Pass-Through Loan Group: As defined in the Series Supplement.
Pass-Through Rate: As defined in the Series Supplement.
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 Earnings: For any Distribution Date and with respect to all WMMSC Serviced Mortgage
Loans on which a Payoff was received by WMMSC during the related Prepayment Period, the aggregate interest earned
by WMMSC from investment of each such Payoff from the date of receipt of each such Payoff until the Business Day
immediately preceding the related Distribution Date (net of investment losses).
Payoff Interest: For any Distribution Date and with respect to each WMMSC 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; provided, that to the extent (together with
Payoff Earnings and the portion of the aggregate Servicing Fee described in clause (i)(a) of the definition of
Compensating Interest Payment payable to WMMSC) not required to be distributed as a Compensating Interest Payment
on such Distribution Date, Payoff Interest shall be payable to WMMSC as additional servicing compensation.
For any Distribution Date and 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.
PCAOB: The Public Company Accounting Oversight Board.
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 defined in the Series Supplement.
Pledge Instruments: With respect to each Cooperative Loan, the Stock Power, the Assignment of
Proprietary Lease and the Security Agreement.
Prefunded Amount: With respect to each Prefunding Account, the amount deposited therein on the
Closing Date.
Prefunded Loan Group: As defined in the Series Supplement.
Prefunding Account: Each separate Eligible Account created and maintained by the Trust
Administrator pursuant to Section 3.05(g) in the name of the Trust Administrator for the benefit of the
Certificateholders as designated in the Series Supplement. Funds in a Prefunding Account shall be held in trust
for the Certificateholders for the uses and purposes set forth in this Agreement and shall not be a part of any
REMIC created hereunder; provided, however, that any investment income earned from Permitted Investments made
with funds in the Prefunding Account shall be for the account of the Depositor.
Prefunding Period: With respect to each Prefunding Account, the period from the Closing Date
until the earliest of (i) the date on which the aggregate amounts on deposit in such Prefunding Account are
reduced to zero, or (ii) an Event of Default occurs or (iii) the Business Day immediately preceding the last
Distribution Date occurring within 90 days following the Closing 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 received during the period from
and including the first day to and including the 13th day of the month of such Distribution Date or a Payoff on a
Mortgage Loan serviced by any Servicer other than Xxxxx Fargo 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 Stated 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, the related "Prepayment Period" will commence on the 14th 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 13th day of the month in which such Distribution Date
occurs. With respect to each Distribution Date and each Payoff with respect to a SPS Serviced Mortgage Loan or
WMMSC 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 Payoff with respect to a GreenPoint
Serviced Mortgage Loan 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 Prepayment: Any payment of principal on a Mortgage Loan which constitutes a Payoff
or Curtailment.
Private Certificates: As defined in the Series Supplement.
Proprietary Lease: The lease on a Cooperative Unit evidencing the possessory interest of the
owner of the Cooperative Shares in such Cooperative Unit.
Prospectus Supplement: As defined in the Series Supplement.
PUD: Planned Unit Development.
Purchase Price: With respect to any Mortgage Loan required to be repurchased by the related
Seller pursuant to Section 2.02 or 2.03, or purchased at the option of the Special Servicer pursuant to
Section 3.17 (b), 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 related Seller or the Depositor, the amount of any
unreimbursed Advances and Servicing Advances made by a Servicer, if such Servicer is not the related 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 related 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 related 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 related
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: As defined in the Series Supplement.
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; (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; or (4) with respect to each Modified Mortgage
Loan, the amount, if any, by which the Stated Principal Balance of such Mortgage Loan has been reduced as a
result of such modification.
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 that are Book-Entry Certificates 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 that are Book-Entry Certificates 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 and related Excess Proceeds, if any.
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. 333-130884), 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.
Regulation AB: Means Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100 - 229.1123, as such may be amended from time to time, and subject to such clarification and
interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Red. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission,
or as may be provided by the Commission or its staff from time to time.
Regulation S: Regulation S under the 1933 Act, as in effect from time to time.
Related Pass-Through Loan Groups: Each collection of Pass-Through Loan Groups which share
common subordination or as otherwise set forth in the Series Supplement.
Relevant Servicing Criteria: The Servicing Criteria applicable to the various parties, as set
forth on Exhibit R attached hereto. For clarification purposes, multiple parties can have responsibility for the
same Relevant Servicing Criteria. With respect to a Servicing Function Participant engaged by the Master
Servicer, the Trust Administrator, the Trustee or any Servicer, the term "Relevant Servicing Criteria" may refer
to a portion of the Relevant Servicing Criteria applicable to such parties
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 in the Series Supplement.
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.
Replaced Servicer: As defined in Section 8.02.
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.
Reuters Screen LIBOR01: The display designated as page LIBOR01 on Reuters (or such other page
as may replace page LIBOR01 on that service for the purpose of displaying London interbank offered rates of major
banks).
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.
Xxxxxxxx-Xxxxx Act: The Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the
Commission promulgated thereunder (including any interpretations thereof by the Commission's staff).
Xxxxxxxx-Xxxxx Certification: As defined in Section 13.09.
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.
Securities Act: means the Securities Act of 1933, as amended, and the rules and regulations
thereunder.
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(s): As defined in the Series Supplement.
Series: All of the Certificates issued pursuant to an Agreement and bearing the same series
designation.
Series Supplement: The agreement into which this Standard Terms is incorporated and pursuant
to which a particular Series of Certificates is issued.
Servicer Employee: As defined in Section 3.16.
Service(s)(ing): In accordance with Regulation AB, the act of servicing and administering the
Mortgage Loans or any other assets of the Trust by an entity that meets the definition of "servicer' set forth in
Item 1101 of Regulation AB and is subject to the disclosure requirements set forth in 1108 of Regulation AB. For
clarification purposes, any uncapitalized occurrence of this term shall have the meaning commonly understood by
participants in the residential mortgage-backed securitization market.
Servicer Mortgage File: All documents pertaining to a Mortgage Loan not required to be
included in the Trustee Mortgage File and held by the Master Servicer or the related Servicer or any Sub-Servicer.
Servicers: As defined in the Series Supplement.
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 shall 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 Criteria: The "servicing criteria" set forth in Item 1122(d) of Regulation AB, as
such may be amended from time to time.
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 Function Participant: Any Servicer, the Master Servicer or the Trust Administrator
and any Sub-Servicer, Subcontractor or any other Person (other than the Trustee) contracted by a Servicer, the
Master Servicer or the Trust Administrator that is performing activities addressed by the Servicing Criteria,
unless, with respect to any Sub-Servicer, Subcontractor or other Person contracted by a Servicer, the Master
Servicer or the Trust Administrator, such Person's activities relate only to 5% or less of the Mortgage Loans
(measured by aggregate Stated Principal Balance of the Mortgage Loans, annually at the commencement of the
calendar year prior to the year in which an Assessment of Compliance is required to be delivered, multiplied by a
fraction, the numerator of which is the number of months during which such Servicing Function Participant
Services the related Mortgage Loans and the denominator of which is 12, or, in the case of the year in which the
Closing Date occurs, the number of months elapsed from the Cut-off Date to the end of such calendar year).
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, the Initial Special Hazard Loss Coverage Amount and subject 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 Related
Pass-Through Collateral Balance, (ii) twice the Stated Principal Balance of the largest Mortgage Loan in the
related Pass-Through Loan Groups and (iii) the aggregate Stated Principal Balances of the Mortgage Loans in the
related Pass-Through Loan Groups secured by Mortgaged Properties located in the single California postal zip code
area having the highest aggregate Stated Principal Balance of any such zip code area and (b) the Initial Special
Hazard Loss Coverage Amount 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 Serviced Mortgage Loan: The Mortgage Loans for which the Special Servicer acts as
servicer pursuant to Section 3.17 (a).
Special Servicer: As defined in the Series Supplement.
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.
Standard Terms: This Standard Terms of Pooling and Servicing Agreement, dated as of May 1,
2007.
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, increased by the portion of any
Capitalization Reimbursement Amount allocable to such Mortgage Loan, 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.
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 related Seller's streamlined documentation program then in effect.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the
overall servicing of Mortgage Loans but performs one or more discrete functions identified in Item 1122(d) of
Regulation AB with respect to Mortgage Loans under the direction or authority of any Servicer (or a Sub-Servicer
of any Servicer), the Master Servicer or the Trust Administrator.
Subordinate Certificates: As defined in the Series Supplement.
Subsequent Cut-off Date: With respect to any Subsequent Mortgage Loan, the first day of the
month on which such Mortgage Loan is transferred to the Trust.
Subsequent Mortgage Loan: Any Mortgage Loan other than an Initial Mortgage Loan conveyed to
the Trust Fund pursuant to Section 2.01 hereof and to a Subsequent Transfer Agreement, which Mortgage Loan shall
be listed on the revised Mortgage Loan Schedule delivered pursuant to this Agreement and on Schedule A to such
Subsequent Transfer Agreement. When used with respect to a single Subsequent Transfer Date, Subsequent Mortgage
Loan shall mean a Subsequent Mortgage Loan conveyed to the Trust on that Subsequent Transfer Date.
Subsequent Transfer Agreement: A Subsequent Transfer Agreement substantially in the form of
Exhibit X hereto, executed and delivered by and among the Depositor, DLJMC and the Trustee.
Subsequent Transfer Date: For any Subsequent Transfer Agreement, the date the related
Subsequent Mortgage Loans are transferred to the Trust pursuant to the related Subsequent Transfer Agreement.
Sub-Servicer: Any Person that (i) services Mortgage Loans on behalf of any Servicer, and (ii)
is responsible for the performance (whether directly or through sub-servicers or Subcontractors) of Servicing
functions required to be performed under this Agreement, any related Designated Servicing Agreement or any
sub-servicing agreement that are identified in Item 1122(d) of Regulation AB.
Subservicing Agreement: An agreement between a Servicer and a Sub-Servicer for the servicing
of the related Mortgage Loans.
Substitution Adjustment Amount: As defined in Section 2.03.
Supplemental Interest Account: As defined in the Series Supplement.
Supplemental Interest Trust: The trust created pursuant to Section 4.08 herein and designated
as the "Supplemental Interest Trust," consisting of the Swap Agreement, the Supplemental Interest Account and the
right to receive Net Swap Payments from the Swap Counterparty.
Supplement Interest Trust Payment: As defined in the Series Supplement.
Supplemental Interest Trust Trustee: As defined in the Series Supplement.
Swap Agreement: As defined in the Series Supplement.
Swap Certificates: As defined in the Series Supplement.
Swap Counterparty: As defined in the Series Supplement.
Swap Counterparty Payment: As defined in the Series Supplement.
Swap Payment Date: As defined in the Series Supplement.
Targeted Overcollateralization Amount: As defined in the Series Supplement.
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.
Terminating Auction Date: With respect to Loan Group 1, Loan Group 2 and Loan Group 3, as
defined in Section 11.01(d) and with respect to Loan Group 4, as defined in Section 11.01(e).
Terminating Auction Purchaser: With respect to Loan Group 1, Loan Group 2 and Loan Group 3, as
defined in Section 11.01(d) and with respect to Loan Group 4, as defined in Section 11.01(e).
Terminating Auction Sale: With respect to Loan Group 1, Loan Group 2 and Loan Group 3, as
defined in Section 11.01(d) and with respect to Loan Group 4, 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 3.17 (a) hereof.
Transferee Affidavit and Agreement: As defined in Section 6.02(g)(i)(B).
Trigger Event: As defined in the Series Supplement.
Trust Administrator: As defined in the Series Supplement.
Trust Administrator Fee: As set forth in Section 10.05.
Trust Administrator Fee Rate: As defined in the Series Supplement.
Trust Collateral: With respect to the Pass-Through Loan Groups, as defined in
Section 11.01(c)(i), and with respect to any Floater Loan Group, as defined in Section 11.01(c)(ii).
Trustee: As defined in the Series Supplement.
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.
Trust Fund: The corpus of the Trust created by this Agreement consisting of the collateral
transferred to the Trustee in trust for the benefit of Certificateholders pursuant to Section 2.01(a).
Trust Receipt and Final Certification: As defined in Section 2.02(a).
Trust Receipt and Initial Certification: As defined in Section 2.02(a).
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: As defined in the Series Supplement.
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.
WMMSC: Washington Mutual Mortgage Securities Corp., a Delaware corporation, and its successors
and assigns.
WMMSC Serviced Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan
Schedule, for which WMMSC is the applicable Servicer.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
SECTION 2.01. Conveyance of Trust Fund.
(a) As set forth in the Series Supplement.
(b) In connection with the transfer and assignment set forth in clause (a) above, the
Depositor has delivered or caused to be delivered to a Custodian for the benefit of the Certificateholders, the
documents and instruments with respect to each Initial Mortgage Loan as assigned:
(i) (A) the original Mortgage Note bearing all intervening endorsements and
including any riders to the Mortgage Note, endorsed "Pay to the order of ________________, without
recourse" and signed in the name of the last named endorsee by an authorized officer or (B) with respect
to any Lost Mortgage Note, a lost note affidavit and indemnity from the related 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 related Seller indicating that such Mortgage has been delivered for recording (the return
directions for the original Mortgage should indicate, when recorded, mail to the related 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 related Seller, the original to be delivered to
the related 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 related 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 related Seller
agrees that it shall cause, at the related Seller's expense, the MERS® System to indicate that such Mortgage
Loans have been assigned by the related Seller to the Trustee in accordance with this Agreement (and any
Subsequent Transfer Agreement, if applicable) 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 related
Custodian to confirm, on the Final Certification of the related Custodian whether or not such assignment has
occurred. The related Seller further agrees that it shall not, and shall not permit a Servicer to, and each
related Servicer agrees that it shall 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.
Further, 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 Sub-Servicer, when a Servicer or any
Sub-Servicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on
the MERS® System, or cause the removal from the registration of any 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. Any costs incurred by a Servicer
pursuant to this paragraph shall be considered a Servicing Advance and shall be reimburseable to such Servicer.
In the event the Depositor delivers to a 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 such Custodian, within 60 days of the
Closing Date or the related Subsequent Transfer Date, as applicable, an Officer's Certificate which shall
(i) identify the recorded document, (ii) state that the recorded document has not been delivered to such 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 related Seller or the Depositor by the applicable title insurer in the case
of clause (c) above, the Depositor shall promptly deliver to the related 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
related 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 such 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 such Custodian and any Officer's Certificates delivered with respect thereto shall be delivered
to the Trustee, the Trust Administrator and such 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 the Trust Fund and all proceeds of the conversion, voluntary or
involuntary, of any portion of the Trust Fund 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 Trust Administrator to (i) execute the
Interest Rate Cap Agreements and Swap Agreements, and (ii) to ratify, on behalf of the Trust, the terms agreed to
by the Depositor with respect to the Interest Rate Cap Agreements and Swap Agreements. The Depositor shall pay
or cause to be paid on behalf of the Trust the payments owed to the Counterparties as of the Closing Date
pursuant to the terms of the Interest Rate Cap Agreements and Swap Agreements.
(f) Upon one Business Day's prior written notice to the Trustee, the Trust Administrator
and the Rating Agencies, on any Business Day designated by the Depositor during a Prefunding Period, the
Depositor, the Seller and the Trustee shall complete, execute and deliver a Subsequent Transfer Agreement so long
as each Rating Agency has provided notice that the execution and delivery of such Subsequent Transfer Agreement
will not result in a reduction or withdrawal of the ratings assigned to the Certificates on the Closing Date.
The transfer of Subsequent Mortgage Loans and the other property and rights relating to them on
a Subsequent Transfer Date is subject to the satisfaction of each of the following conditions:
(i) each Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date
satisfies the representations and warranties applicable to it under this Agreement as of the applicable
Subsequent Transfer Date; provided, however, that with respect to a breach of a representation and
warranty with respect to a Subsequent Mortgage Loan, the obligation under Section 2.03 of this Agreement
of the Seller to cure, repurchase or replace such Subsequent Mortgage Loan shall constitute the sole
remedy against the Seller respecting such breach available to Certificateholders, the Depositor or the
Trustee;
(ii) the Rating Agencies shall have been provided with an Opinion of Counsel or
Opinions of Counsel (dated as of the Closing Date), at the expense of the Depositor, with respect to the
characterization of the transfer of the Subsequent Mortgage Loans conveyed on such Subsequent Transfer
Date as a sale;
(iii) the execution and delivery of such Subsequent Transfer Agreement or conveyance
of the related Subsequent Mortgage Loans does not result in a reduction or withdrawal of any ratings
assigned to the Certificates on the Closing Date by the Rating Agencies;
(iv) no Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date was 30 or
more days contractually delinquent as of its subsequent Cut-off Date;
(v) the remaining term to stated maturity of such Subsequent Mortgage Loan will not
exceed 30 years;
(vi) the Depositor shall have deposited in the Collection Account all principal and
interest collected with respect to the related Subsequent Mortgage Loans on or after the related
Subsequent Cut-off Date;
(xii) such Subsequent Mortgage Loan will be otherwise acceptable to the Rating
Agencies;
(xiii) no Subsequent Mortgage Loan will be subject to the Homeownership and Equity
Protection Act of 1994 or any comparable state or local law;
(xiv) no such Subsequent Mortgage Loan will be a balloon loan;
(xv) such Subsequent Mortgage Loan will satisfy the criteria set forth in
Section 2.01(f)(xv) of the Series Supplement; and
(xvi) following the conveyance of the Subsequent Mortgage Loans on such Subsequent
Transfer Date, the characteristics of the Mortgage Loans in the Prefunded Group will have the
characteristics set forth in Section 2.01(f)(xvi) of the Series Supplement.
(g) Upon (1) delivery to the Trustee and the Trust Administrator by the Depositor of a
revised Mortgage Loan Schedule reflecting the Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date
and (2) delivery to the Trustee and the Trust Administrator by the Depositor of an Officer's Certificate
confirming the satisfaction of each of the conditions precedent set forth in Section 2.01(f), the Trust
Administrator shall remit to the Depositor the Aggregate Subsequent Transfer Amount related to the Subsequent
Mortgage Loans transferred by the Depositor on such Subsequent Transfer Date from funds in the related Prefunding
Account.
The Trustee and the Trust Administrator shall not be required to investigate or otherwise
verify compliance with the conditions set forth in the preceding paragraph, except for its own receipt of
documents specified above, and shall be entitled to rely on the required Officer's Certificate.
(h) Except as specifically set forth in this Agreement or by separate written agreement
among the related parties hereto, the Depositor, the Seller(s), each Servicer and the Master Servicer agree that
the provisions of this Agreement shall supersede any provisions in any existing mortgage loan purchase agreement
or servicing agreement with respect to the Mortgage Loans for which the Depositor, the Seller(s), a Servicer or
the Master Servicer may be a party.
(i) The Trustee and the Trust Administrator are each hereby directed, on or prior to the
Closing Date, not in their individual capacities but solely on behalf of the Trust, to execute and deliver each
of the Designated Servicing Agreements in the forms presented to them by the Depositor, for the benefit of the
Holders of the Certificates. Neither the Trust Administrator nor the Trustee shall be personally liable for the
payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust Administrator or Trustee, as applicable, on
behalf of the Trust under the Designated Servicing Agreements or any other related documents, as to all of which
recourse shall be had solely to the assets of the Trust in accordance with the terms of this Agreement. Every
provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the
Trust Administrator or the Trustee, as applicable, shall apply to the Trust Administrator's and the Trustee's
execution of each Designated Servicing Agreement and the performance of any obligations thereunder.
SECTION 2.02. Acceptance by the Trustee.
(a) Pursuant to the related Custodial Agreement, each 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, each Custodian acknowledges that such
documents appear regular on their face and relate to such Mortgage Loan. The Custodians 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 the related Custodial Agreement, not later than 90 days after the Closing Date,
each 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 Custodians, and
subject to the provisions of Section 2.01 and any exceptions noted on an 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 shall hold such documents and the other documents delivered to it constituting the Mortgage
File, and that it holds or shall 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, a Custodian finds any document constituting a part of a
Mortgage File which does not meet the requirements of Section 2.01, such Custodian shall list such as an
exception in the Trust Receipt and Final Certification pursuant to the related Custodial Agreement; provided,
however, that a 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 related Seller shall promptly correct or cure such defect within 90 days from the date it
was so notified of such defect and, if the related 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 related 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 related 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 related 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 related Seller shall be obligated to repurchase or cure any Mortgage
Loan solely as a result of a Custodian's failure to record such Assignment of Mortgage. The Trust Administrator
shall deliver or direct the related 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 related 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 remitted by the
related Seller to the related Servicer for deposit 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 related Seller
became obligated hereunder to repurchase or replace such Mortgage Loan. Upon receipt of such remittance, the
related Servicer shall deliver a Request for Release with respect thereto substantially in the form of Exhibit K
to the related Custodian, with copies to the Trustee and the Trust Administrator, and upon receipt of such
Request for Release, the related Custodian shall release the related Mortgage File held for the benefit of the
Certificateholders to the related Seller, and the Trustee shall execute and deliver at the related Seller's
direction such instruments of transfer or assignment prepared by the related Seller, in each case without
recourse, as shall be necessary to transfer title from the Trustee to the related Seller.
If pursuant to the preceding paragraph the related Seller repurchases a Mortgage Loan that is a
MERS Mortgage Loan, the related Servicer shall, at the related 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 related 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 related Seller as the beneficial holder
of such Mortgage Loan.
(b) The related Custodian shall execute and deliver prior to 10:00 a.m. (New York City
time) on each Subsequent Transfer Date to the Depositor, the Trust Administrator and each Servicer, a Subsequent
Certification in the form annexed hereto as Exhibit I. Based on its review and examination, and only as to the
documents identified in such Subsequent Certification, the Custodian shall acknowledge that such documents appear
regular on their face and relate to such Subsequent Mortgage Loan. None of the Trustee, the Trust Administrator
or the related Custodian shall be under any 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.
Not later than 90 days after the end of each Prefunding Period, the related Custodian shall
deliver to the Depositor, the Trust Administrator, the Seller and each Servicer a Final Certification with
respect to the related Subsequent Mortgage Loans in the form annexed hereto as Exhibit J with any applicable
exceptions noted thereon.
If, in the course of such review of the Mortgage Files relating to the Subsequent Mortgage
Loans, the related Custodian finds any document constituting a part of a Mortgage File which does not meet the
requirements of Section 2.01, such Custodian shall list such as an exception in the Final Certification;
provided, however, that such 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
related Seller shall cure any such defect or repurchase or substitute for any such Mortgage Loan in accordance
with Section 2.02(a).
(c) It is understood and agreed that the obligation of the related 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 related Seller.
(d) With respect to any Mortgage Loan that is delinquent or in default and for which the
related Seller reasonably believes breaches a representation, warranty or covenant under the mortgage loan
purchase agreement pursuant to which the related Seller purchased from the originator or prior holder of such
Mortgage Loan, the related Seller shall have the right to (i) repurchase such Mortgage Loan from the Trust at any
time in order to facilitate its rights against such originator or prior holder of such Mortgage Loan at a price
equal to the Purchase Price or (ii) substitute in its place a Qualified Substitute Mortgage Loan in the manner
and subject to the conditions relating to substitutions set forth in Section 2.03; provided, however, that any
such substitution pursuant to clause (ii) 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 clause (ii) above shall not be effected prior to the additional delivery from the
related Servicer to the Trustee, the Trust Administrator and the related Custodian 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; provided, further, that in no event shall such repurchases or substitutions
take place with respect to Mortgage Loans constituting more than 5% of the aggregate Cut-off Date Principal
Balance of the Mortgage Loans plus amounts on deposit in the Prefunding Accounts, if any, as of the Closing
Date.
In the event that the related Seller exercises its option to repurchase a Mortgage pursuant to
the preceding paragraph, the Purchase Price for any such Mortgage Loan shall be remitted by the related Seller to
the related Servicer for deposit in the related Collection Account. Upon receipt of such remittance, the related
Servicer shall deliver a Request for Release with respect thereto substantially in the form of Exhibit K to the
related Custodian, with copies to the Trustee and the Trust Administrator, and upon receipt of such Request for
Release, the related Custodian shall release the related Mortgage File held for the benefit of the
Certificateholders to the related Seller, and the Trustee shall execute and deliver at the related Seller's
direction such instruments of transfer or assignment prepared by the related Seller, in each case without
recourse, as shall be necessary to transfer title from the Trustee to the related Seller. If pursuant to the
preceding paragraph the related Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related
Servicer shall, at the related 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 related 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 related Seller as the beneficial holder of such Mortgage
Loan.
SECTION 2.03. Representations and Warranties of the Seller(s), Master Servicer and Servicers.
(a) Each of DLJMC, in its capacity as a Seller, Xxxxx Fargo, in its capacity as Master
Servicer, SPS, in its capacity as Servicer, Special Servicer and Modification Oversight Agent, Xxxxx Fargo, in
its capacity as Servicer, GreenPoint, in its capacity as Servicer, and WMMSC, in its capacity as Servicer, in
each case hereby makes the representations and warranties set forth in Schedules IIA, IIB, IIC, IID, IIE and IIF
hereto, respectively, 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, Special Servicer and Modification Oversight
Agent, GreenPoint, in its capacity as Servicer, and Xxxxx Fargo, in its capacity as Servicer, makes the
representations and warranties set forth in Schedules IIC, IID and IIE 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 2.03; 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 from the
related Servicer to the Trustee, the Trust Administrator and the related Custodian 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 2.03 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 Modification Oversight Agent, 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 related 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 shall 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 related 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
remitted to the related Servicer for deposit 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. Upon receipt of such
remittance, the related Servicer shall deliver a Request for Release with respect thereto substantially in the
form of Exhibit K to the related Custodian, with copies to the Trustee and the Trust Administrator.
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 remitted to the related Servicer for deposit 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. Upon receipt of such remittance of the Purchase Price, the related Servicer shall deliver a Request for
Release with respect thereto substantially in the form of Exhibit K to the related Custodian, with copies to the
Trustee and the Trust Administrator, and upon receipt of such Request for Release, the related 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 Custodians for the benefit of the
Certificateholders.
Notwithstanding the foregoing, the substitution of a Deleted Mortgage Loan or the repurchase of
a Mortgage Loan by the Seller shall be subject to, and shall in no way adversely affect, the rights of the owner
of the servicing rights related to such Deleted Mortgage Loan or Mortgage Loan, as applicable.
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 related 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 any 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 Z.
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, 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.
As set forth in Section 2.07 of the Series Supplement.
SECTION 2.08. Covenants of the Master Servicer and each Servicer.
(a) The Master Servicer and each Servicer, severally and not jointly, hereby covenants to
the Depositor, the Trustee and the Trust Administrator as follows:
(i) Such Servicer or the Master Servicer (to the extent it is a successor
servicer) shall comply in the performance of its obligations under this Agreement in all material
respects with all reasonable rules and requirements of the insurer under each Mortgage Guaranty
Insurance Policy; and
(ii) 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
shall contain any untrue statement of a material fact.
(b) The Master Servicer and each Servicer hereby agrees to indemnify the Trust Fund, the
Depositor, the Master Servicer, the Trust Administrator and the Trustee for losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses
imposed on or incurred by the Trust Fund, the Depositor, the Master Servicer, the Trust Administrator or the
Trustee, as a result of a breach of the Master Servicer's or such Servicer's, as applicable, covenants set forth
above in Section 2.08(a); provided, that the Master Servicer shall not provide indemnification for any damages
caused by information provided to the Master Servicer by any other party to this Agreement, any Designated
Servicer, the Interest Rate Cap Counterparty, the Swap Counterparty, any Custodian, any Subcontractor or any
Sub-Servicer.
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 and with all applicable
requirements of the Servicing Criteria, (ii) the Master Servicer shall, in accordance with Section 3.03 of this
Agreement, master service and administer the Non-Designated Mortgage Loans (other than the WMMSC Serviced
Mortgage Loans) by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans (other than the
WMMSC Serviced Mortgage Loans) by the related Servicer (other than WMMSC) according to the terms of this
Agreement and (iii) the Master Servicer shall, in accordance with the Section 3.20 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 GreenPoint, SPS, Xxxxx Fargo and WMMSC hereunder to service and administer
the Mortgage Loans shall be limited to the GreenPoint Serviced Mortgage Loans, the SPS Serviced Mortgage Loans,
the Xxxxx Fargo Serviced Mortgage Loans, and the WMMSC 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 GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case
of GreenPoint, 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 and the WMMSC Serviced Mortgage Loans (and the related proceeds thereof
and related REO Properties) in the case of WMMSC; 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 Mortgage Loans shall be limited to the GreenPoint Serviced Mortgage Loans, the SPS
Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, the Special Serviced Mortgage Loans and the
Designated Mortgage Loans. Notwithstanding anything to the contrary contained in this Agreement, the Master
Servicer shall have no obligations to master service or administer the WMMSC 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 Sub-Servicers 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 shall 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; provided, however, that the
limitations contained in this sentence shall not apply to modifications made pursuant to Section 3.05(a). 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 Mortgage Loan
by any Person shall be subject to, and shall in no way adversely affect, the rights of the owner of the servicing
rights related to such Mortgage Loan.
With respect to each Mortgage Loan, the related Servicer (other than WMMSC) shall fully
furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations and any other
applicable laws, 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, to the extent that such
Mortgage Loan has been serviced by such Servicer for a period of at least sixty (60) days.
With respect to each WMMSC Serviced Mortgage Loan, WMMSC will furnish information regarding its
borrower credit files to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting
Act and its implementing regulations applicable to WMMSC.
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 Sub-Servicer, when a Servicer or any Sub-Servicer, 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 Sub-Servicers.
(a) The Non-Designated Mortgage Loans may be subserviced by a Sub-Servicer on behalf of
the related Servicer in accordance with the servicing provisions of this Agreement; provided, that the
Sub-Servicer 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 Sub-Servicer to perform any such servicing responsibilities on its behalf, but the use by such Servicer
of the Sub-Servicer 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 Sub-Servicer 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 Sub-Servicer engaged by such Servicer from its own funds.
A Servicer shall not permit a Sub-Servicer to perform any servicing responsibilities hereunder
with respect to the Non-Designated Mortgage Loans unless that Sub-Servicer first agrees in writing with such
Servicer to deliver an 1123 Certificate, an Assessment of Compliance and an Accountant's Attestation in such
manner and at such times that permits that Servicer to comply with Sections 13.06, 13.07 and 13.08 of this
Agreement.
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 Sub-Servicer, 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.
A Servicer shall not outsource one or more separate servicing functions hereunder with respect
to the Non-Designated Mortgage Loans to any Subcontractor unless that Subcontractor first agrees in writing with
such Servicer to deliver an Assessment of Compliance and an Accountant's Attestation in such manner and at such
times that permits that Servicer to comply with Sections 13.06, 13.07 and 13.08 of this Agreement.
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 Sub-Servicer and arrange for any servicing responsibilities to be performed by a successor Sub-Servicer
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 Sub-Servicer 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 Sub-Servicer 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 Sub-Servicer or a Servicer and its Outsourcer, or any reference herein to
actions taken through the Sub-Servicer, 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 Sub-Servicer and Outsourcer for indemnification of such Servicer by such Sub-Servicer 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
Sub-Servicer regardless of whether such payments are remitted by the Sub-Servicer to such Servicer.
Any Subservicing Agreement and any other transactions or services relating to the
Non-Designated Mortgage Loans involving a Sub-Servicer shall be deemed to be between the Sub-Servicer, 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
Sub-Servicer 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 Sub-Servicer'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, GreenPoint and SPS to service and administer the Xxxxx Fargo Serviced Mortgage Loans,
GreenPoint Serviced Mortgage Loans and SPS 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 (other than WMMSC) 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 (other than WMMSC) and shall cause each Servicer (other than WMMSC) 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 each Mortgage Loan, for the related
Prepayment Period, to the extent any of Xxxxx Fargo, GreenPoint, SPS or the related Designated Servicer, as
applicable, defaults in its 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 (other than WMMSC) shall for any reason no longer be a Servicer hereunder and the
Master Servicer shall for any reason no longer be Master Servicer hereunder (including, in each case, by reason
of an Event of Default), then in each case, 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); (v) be obligated to perform any obligation of the Master
Servicer or such Servicer under Section 13.06 or Section 13.08 with respect to any period of time during which
the Trustee was not acting as the Master Servicer or Servicer). 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 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.
Consistent with the foregoing, in instances when a Non-Designated Mortgage Loan is in default
or default is reasonably foreseeable (within the meaning of the REMIC Provisions), and if in the related
Servicer's determination, in accordance with Accepted Servicing Practices, such modification is not materially
adverse to the interests of the Certificateholders (taking into account any estimated Realized Loss that might
result absent such action), the related Servicer may modify the terms of such Non-Designated Mortgage Loan to
(1) capitalize to the outstanding principal balance of such Non-Designated Mortgage Loan unpaid principal and
interest and other amounts owing under such Non-Designated Mortgage Loan and, without duplication, unreimbursed
Advances, unreimbursed Servicing Advances, unpaid Servicing Fees and related amounts due to the related Servicer;
(2) defer such amounts to a balloon payment due on the final payment date of such Non-Designated Mortgage Loan;
(3) extend the maturity of any such Non-Designated Mortgage Loan, but in no instance past the date on which the
final payment is due on the latest maturing Mortgage Loan in the related Loan Group as of the Initial Cut-off
Date; (4) reduce the related Mortgage Rate (provided that the Mortgage Rate of any fixed-rate Mortgage Loan may
not be reduced, and the Mortgage Rate of any adjustable rate Mortgage Loan may not be reduced below the Mortgage
Rate of such Mortgage Loan immediately prior to the related first adjustment date); (5) accept less than the
outstanding principal balance as satisfaction of such Mortgage Loan; and/or (6) reduce the outstanding principal
balance of such Non-Designated Mortgage Loan; provided, however, that the related Servicer shall be obligated, if
so directed by the Modification Oversight Agent (who shall notify the Master Servicer when it directs a
Servicer), to obtain the consent of the Modification Oversight Agent prior to taking such action, unless such
action is required by applicable law.
To the extent a Servicer is required to obtain the consent of the Modification Oversight Agent
prior to any modification, it shall submit to the Modification Oversight Agent any information the Modification
Oversight Agent requires, in such form as the Modification Oversight Agent shall reasonably request, or in such
form as may be mutually agreed upon between such Servicer and the Modification Oversight Agent, with respect to
each Mortgage Loan subject to a proposed modification.
The Modification Oversight Agent acknowledges that it may, in the course of performing its
responsibilities under this Agreement, be exposed to or acquire information concerning the Mortgage Loans and the
related Mortgagors that may be furnished orally, electronically or in writing by the related Servicer, for the
purpose of reviewing the modification of a Mortgage Loan, which information constitutes "nonpublic personal
information" within the meaning of the Xxxxx-Xxxxx-Xxxxx Act of 1999; nonpublic financial, business, scientific,
and technical information of such Servicer (including but not limited to patterns, plans, compilations, program
devices, formulas, designs, methods, techniques, processes, procedures, programs), which information is
proprietary or confidential to the Servicer (collectively, "Confidential Information"). The Modification
Oversight Agent agrees to hold the Confidential Information in strict confidence and not use any Confidential
Information of any Servicer (i) other than in connection with its obligations under this Agreement; (ii) for its
own benefit; (iii) for the benefit of any third party; or (iv) to such Servicer's detriment. The Modification
Oversight Agent may disclose Confidential Information to its employees or agents (collectively,
"Representatives") who have a need to know such information in connection with the performance of the Modification
Oversight Agent's obligations under this Agreement, provided that the Modification Oversight Agent advises its
Representatives exposed to such Confidential Information of their obligation to keep such information
confidential.
(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 [Name of Series Trust]" or, if established and maintained by a Sub-Servicer on
behalf of a Servicer, "[Sub-Servicer's name], in trust for [Servicer's name]" or "[Sub-Servicer'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
Sub-Servicer employs a Sub-Servicer, the Collection Account shall be titled "[name of Sub-Servicer's
sub-servicer], in trust for [Sub-Servicer'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 (other than an account established by WMMSC) shall either be invested in Eligible Investments
or at all times be fully insured to the full extent permitted under applicable law. Notwithstanding the
foregoing, one of the Collection Accounts established by WMMSC shall be an Investment Account.
(c) Each Servicer shall deposit in the applicable Collection Account on a daily basis,
within two Business Days of receipt, unless otherwise indicated, and retain therein, the following collections
remitted by Sub-Servicers 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)(ix) 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 3.05. 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) pursuant to Section 3.08(a)(ix), the aggregate amount remitted by each
Servicer of Non-Designated Mortgage Loans to the Trust Administrator 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 3.20(c);
(iv) all Advances remitted by the Master Servicer to the Trust Administrator
pursuant to Section 5.01 and Section 3.20(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, a Prefunding Account, a Capitalized
Interest 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 Depositor, the Depositor or
the Trust Administrator, respectively, in Eligible Investments, which shall mature not later than (i) in the case
of a Collection Account, the Cash Remittance Date, (ii) in the case of the Certificate Account or a Capitalized
Interest 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 and (iii) in the case of a
Prefunding Account, the Business Day immediately preceding a Subsequent Transfer Date or on the Subsequent
Transfer Date if the invested funds are managed or advised by the Trust Administrator or its affiliates. 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, Prefunding Account or Capitalized Interest 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. The Depositor shall direct the Trust Administrator in writing as to the
investment of amounts in any Prefunding Account or Capitalized Interest Account. In the absence of such written
direction, all funds on deposit in a Prefunding Account or Capitalized Interest Account may be invested by the
Trust Administrator in the Xxxxx Fargo Advantage Prime Investment Money Market Fund or any successor fund
thereto. All income and gain net of any losses realized from any such balances or investment of funds on deposit
in a Prefunding Account or Capitalized Interest Account shall be for the benefit of the Depositor and shall be
remitted to it monthly. The amount of any net investment losses in a Prefunding Account or Capitalized Interest
Account shall promptly be deposited by the Depositor (from its own funds) in such Prefunding Account or
Capitalized Interest Account, as applicable.
(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.
(g) The Trust Administrator shall establish and maintain, on behalf of the
Certificateholders, each Prefunding Account. On the Closing Date, the Depositor shall remit the related
Prefunded Amount to the Trust Administrator for deposit in a Prefunding Account. On each Subsequent Transfer
Date, upon satisfaction of the conditions for such Subsequent Transfer Date set forth in Sections 2.01(f) and
(g), with respect to the related Subsequent Transfer Agreement, the Trust Administrator shall remit to the
Depositor the applicable Aggregate Subsequent Transfer Amount as payment of the purchase price for the related
Subsequent Mortgage Loans.
If any funds remain in a Prefunding Account on the Distribution Date immediately following the
end of the related Prefunding Period, to the extent that they represent earnings on the amounts originally
deposited into such Prefunding Account, the Trust Administrator shall distribute them to the order of the
Depositor. The remaining funds, other than any investment earnings, shall be transferred to the Certificate
Account to be included as part of principal distributions to the related Certificates on such Distribution Date.
(h) The Trust Administrator shall establish and maintain, on behalf of the
Certificateholders, each Capitalized Interest Account. On the Closing Date, the Depositor shall remit the
Capitalized Interest Deposits to the Trust Administrator for deposit in the related Capitalized Interest
Account. On the Business Day prior to the first three Distribution Dates, the Trust Administrator shall transfer
from the Capitalized Interest Account to the Certificate Account an amount equal to the Capitalized Interest
Distributions for such Distribution Date and the Trust Administrator shall transfer from the Capitalized Interest
Account to the Depositor, an amount equal to the Capitalized Interest Release Amount for such Distribution Date.
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 "[Servicer's name], as Servicer for [Name of Series Trust], Adjustable Rate Mortgage-Backed
Pass-Through Certificates, [Series Name]," or, if established and maintained by a Sub-Servicer on behalf of a
Servicer, "[Sub-Servicer's name], in trust for [Servicer's name]" or "[Sub-Servicer'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 Sub-Servicer employs a
sub-servicer, the Escrow Accounts shall be titled "[name of Sub-Servicer's sub-servicer] in trust for
[Sub-Servicer'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 (other than WMMSC) 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 (other than WMMSC) 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, and obtain a broker price opinion. 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 Non-Designated 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) on the Cash Remittance Date, to withdraw the amount required to make payments
to the Certificateholders as set forth in the Series Supplement, in each case applicable to the
Non-Designated Mortgage Loans serviced by such Servicer, who shall 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 City 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;
(xii) to clear and terminate such Collection Account upon termination of this
Agreement pursuant to Section 11.01 hereof; and
(xiii) to reimburse such Servicer for any Capitalization Reimbursement Amounts not
previously reimbursed.
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.
If a Servicer fails to remit to the Master Servicer for distribution to the Certificateholders
any payment, including any Advance to be made by the Servicer on a Cash Remittance Date (without regard to any
grace period), the Servicer shall pay to the Master Servicer, for the account of the Master Servicer, interest on
such late remittance from and including the Cash Remittance Date to but excluding the date on which such
remittance is made, at an annual rate equal to the Federal Funds Rate plus one percentage point (but in no event
greater than the maximum permitted by law).
(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, the Master Servicer or any Custodian any other amounts to which it, the
Master Servicer or any Custodian is entitled to reimbursement or payment under the terms of this
Agreement or the Custodial 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; provided, however, that the limitations contained in this sentence
shall not apply to modifications made pursuant to Section 3.05(a). 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) Unless otherwise required in accordance with applicable state and federal law relating
to the cancellation of, or collection of premiums for mortgage guaranty insurance, 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 3.10 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 related
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 shall be
retained by such Servicer as additional servicing compensation.
SECTION 3.11. Realization Upon Defaulted 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 shall 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 Expense Fee Rate, 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 and/or with respect to recoveries obtained following the liquidation of a Liquidated Mortgage Loan
("Excess Proceeds") that is a Non-Designated Mortgage Loan shall be retained by the related Servicer as additional
servicing compensation pursuant to Section 3.14.
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 shall
immediately notify the related Custodian by delivering, or causing to be delivered a "Request for Release"
substantially in the form of Exhibit K. Upon receipt of such request, such 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 such 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 related Custodian within three Business Days of
delivery to such 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 related 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 related 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
related 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 such 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 and additional
servicing compensation in the form of Payoff Interest, to the extent not required to make payments in respect of
Compensating Interest Payments, shall be retained by SPS and WMMSC. 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 3.16) 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), (y) the indemnity amounts payable by DLJMC or the Trust to the Trust Administrator pursuant to
Section 10.05 and (z) the indemnity amounts payable by DLJMC or the Trust to Xxxxx Fargo, as Custodian, pursuant
to a Custodial Agreement with Xxxxx Fargo as Custodian, 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.
Upon reasonable advance notice in writing for any review requiring on-site access or upon
reasonable notice for any other type of access, each Servicer shall provide to the Depositor, the Trust
Administrator, the Master Servicer (for all Servicers other than WMMSC) and the Trustee certain reports and
reasonable access to information and documentation regarding the Mortgage Loans serviced by such Servicer
sufficient to permit any Certificateholder to comply with applicable regulations of the OTS, the FDIC or other
regulatory authorities with respect to investment in the Certificates; provided, that each Servicer shall be
entitled to be reimbursed by each such Certificateholder for actual expenses incurred by such Servicer in
providing such reports and access. Nothing in this Section 3.15 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 3.15 or Section 3.07 as a result of such obligation shall not constitute a breach of this Section 3.15 or
Section 3.07. 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. 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 3.16 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 3.17. Special Serviced Mortgage Loans; Repurchase of Certain Mortgage Loans.
(a) If directed by the Special Servicer and solely at the Special Servicer's option, a
Servicer, other than WMMSC, (each, a "Transferring Servicer") shall transfer the servicing of any Mortgage Loan
(other than a WMMSC Serviced 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 3.17 (a). 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.
(b) The Special Servicer, at its option, may (but is not obligated to) purchase from the
Trust Fund, (i) any Mortgage Loan that is delinquent in payment 90 or more days or (ii) 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
Sub-Servicer. 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 3.17 (b).
(c) With respect to any Mortgage Loan, a Servicer of such Mortgage Loan 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 of related Subordinate 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 any such Mortgage Loan that is 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 any such Mortgage Loan that is 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 Sub-Servicer on behalf of the related Servicer) with respect to any such
Mortgage Loan that is delinquent so long as (A) such Holder meets the requirements for a Sub-Servicer 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 shall subservice such Mortgage Loan in accordance with this Agreement, and (D) the related Servicer
has the right to transfer such servicing rights without the payment of any compensation to a Sub-Servicer.
SECTION 3.18. Indemnification of the Trust Administrator, the Master Servicer and the
Servicers.
Each Servicer (other than WMMSC) 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 (other than WMMSC) 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.
WMMSC agrees to indemnify and hold the Trust Administrator harmless from and against any and
all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by the
Trust Administrator as a result of or in connection with the failure by WMMSC to perform the obligations or
responsibilities imposed upon or undertaken by WMMSC under this Agreement.
The Trust Administrator agrees to indemnify and hold WMMSC harmless from and against any and
all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by WMMSC
as a result of or in connection with the failure by the Trust Administrator to perform the obligations or
responsibilities imposed upon or undertaken by the Trust Administrator under this Agreement.
SECTION 3.19. 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 3.20. 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 such Designated Servicing Agreement. 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 3.21. Assigned Prepayment Premiums.
(a) 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, (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 related Custodian and from its own
records or files or (v) the related Mortgaged Property has been damaged such that the current value of the
Mortgaged Property has been reduced by at least half as a result of a natural disaster or other insured or
uninsured peril, and the borrower has elected to pay the loan in full rather than rebuild the Mortgaged
Property. 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 of such Servicer to make such payment. If such Servicer has waived all or a portion of
an Assigned Prepayment Premium for any reason, it shall include such information, including the reason for such
waiver, in any monthly reports it provides, and such Servicer if other than Xxxxx Fargo, shall notify the Trust
Administrator, the Seller, the Master Servicer and the Trustee of such waiver, and if such Servicer is Xxxxx
Fargo, Xxxxx Fargo 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.
(b) 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), GreenPoint (or any
of its successors and assigns) or SPS (or any of its successors and assigns).
(c) Notwithstanding anything in this Agreement to the contrary, to the extent that a
Servicer becomes the owner of the Prepayment Premium with respect to any Mortgage Loan, each Holder of a Class P
Certificate hereby agrees that such Holder's right to receive Prepayment Premiums collected by such Servicer in
connection with the Principal Prepayment of any of such Mortgage Loans or amounts deposited therein pursuant to
this Section 3.21 shall be extinguished in full.
ARTICLE IV
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS
SECTION 4.01. Priorities of Distribution.
As set forth in Section 4.01 of the Series Supplement.
SECTION 4.02. Allocation of Losses.
As set forth in Section 4.02 of the Series Supplement.
SECTION 4.03. Recoveries.
As set forth in Section 4.03 of the Series Supplement.
SECTION 4.04. 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,
the Swap Counterparty and each Rating Agency, a statement setting forth with respect to the related distribution:
(A) the items listed in Exhibit T, other than items (v)(y), (v)(z), (v)(jj) and (vii), (B) the amounts on deposit
in each Prefunding Account (including a breakdown of amounts released during the prior calendar month in respect
of Aggregate Subsequent Transfer Amounts) and (C) the amount on deposit in each Capitalized Interest Account
(including a breakdown of amounts released for the calendar month preceding such Distribution Date). The Trust
Administrator shall make the information set forth in item (vii) of Exhibit T available on its website, separate
from the monthly distribution statement described above, until it is able to incorporate such information into
such monthly distribution statement. The Trust Administrator shall use reasonable efforts to have the
information set forth in item (vii) of Exhibit T incorporated into the monthly distribution statement distributed
in September 2007.
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 4.05.
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 4.04 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 shall also make the
monthly statements to Certificateholders available each month to each party referred to in Section 4.04(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 866-846-4526. The Trust Administrator shall have the right to change the way the reports
referred to in this Section 4.04 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), (ii)(c) and (ii)(d)
of Exhibit T 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.
(c) In addition to the foregoing, the Trust Administrator shall post an electronic file
containing current loan level data with respect to the Mortgage Loans ("Loan Level Data"), on a monthly basis, to
the website referred to in Section 4.04(a). The Loan Level Data will include fields as agreed to by the
Depositor and the Trust Administrator from time to time. The Loan Level Data will be based solely on information
provided by the Servicers, and the Trust Administrator's provision of the Loan Level Data is subject to the
availability, timeliness and accuracy of the information provided by the Servicers. The Loan Level Data will not
include any personally identifiable information, including but not limited to: borrower name, borrower address,
property address, borrower social security number, and originator's loan account number. The Loan Level Data may
include recent property valuation information, including based on a recent broker's price opinion. As agreed to
by the Depositor and the Trust Administrator, the format of the Loan Level Data may be modified at any time, and
the posting of the Loan Level Data may be discontinued at any time. The Trust Administrator shall not be
required to provide the Loan Level Data in paper form.
SECTION 4.05. Servicer to Cooperate.
Each Servicer (other than WMMSC and SPS) shall provide to the Master Servicer, the information
set forth in Exhibits X-0, X-0, X-0 and H-4 and any other information the Master Servicer requires, and SPS shall
provide to the Master Servicer, the information set forth in Exhibits X-0, X-0, X-0, P and Q and any other
information the Master Servicer requires, in each case 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, 12:00 noon (New York City time) 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.
Each Servicer (other than WMMSC) also shall provide to the Master Servicer, the information set
forth in Exhibit H-1, solely relating to Payoffs received during the related Prepayment Period, 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 the
Additional 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 which are not WMMSC Serviced Mortgage
Loans, and WMMSC, with respect to the WMMSC Serviced Mortgage Loans, shall provide to the Trust Administrator the
information set forth in Exhibits X-0, X-0, X-0 and H-4 (and with respect to the Master Servicer and information
provided by SPS, the information set forth in Exhibits P and Q) in such form as the Trust Administrator shall
reasonably request no later than 12:00 noon (New York City time) on the related Data Remittance Date or on the
related Additional Data Remittance Date, as applicable, 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 4.06. Cross-Collateralization; Adjustments to Available Funds.
As set forth in Section 4.06 of the Series Supplement.
SECTION 4.07. Interest Rate Cap Account(s).
As set forth in Section 4.07 of the Series Supplement.
SECTION 4.08. Supplemental Interest Trust(s).
As set forth in Section 4.08 of the Series Supplement.
SECTION 4.09. Rights of Swap Counterparty.
The Swap Counterparty, if any, shall be deemed a third-party beneficiary of this Agreement to
the same extent as if it were a party hereto and shall have the right to enforce its rights under this
Agreement. For the protection and enforcement of the provisions of this Section, the Swap Counterparty shall be
entitled to relief as can be given either at law or in equity.
SECTION 4.10. Replacement Swap Counterparty.
As set forth in Section 4.10 of the Series Supplement.
ARTICLE V
ADVANCES BY THE MASTER SERVICER AND SERVICERS
SECTION 5.01. Advances by the Trust Administrator, 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 shall not be required to advance the related balloon payment but shall 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 (a) for
each Servicer other than WMMSC, 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) and
(b) for WMMSC, one month's interest on the outstanding principal balance at the applicable Mortgage Rate, in each
case to the extent the related Servicer deems such amount to be recoverable. Each Servicer's obligation to make
such Advances as to any related Non-Designated Mortgage Loan shall 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 (other than WMMSC) 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 WMMSC Serviced Mortgage Loan, if the amount of Advances received from WMMSC is less than the amount
required to be advanced by WMMSC, the Trust Administrator shall be obligated to make a payment in an amount equal
to such deficiency, subject to any determination by the Trust Administrator 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 3.20(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 of the Series Supplement.
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, (B) Exhibit M-2 (the "Rule 144A
Letter") or (C) Exhibit M-3 (the "Regulation S 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) or Regulation S, as applicable, for transfer of any such Certificate without registration
thereof under the 1933 Act pursuant to the registration exemption provided by Rule 144A or Regulation S. The
Trust Administrator shall cooperate with the Depositor in providing the 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, the Special Servicer and the Modification Oversight Agent 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 X-0, Xxxxxxx X-0 or Exhibit M-3, 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 if such
Certificate is a Book-Entry Certificate. 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 Residual 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 shall 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 6.02(g)(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.
(i) Each Holder of a Swap Certificate or any interest therein shall be deemed to have
represented, by its acquisition or holding of such certificate or any interest therein, that as of any date prior
to the termination of the Swap Agreement, at least one of PTCE 84-14, 90-1, 91-38, 95-60 or 96-23 or other
applicable exemption applies to such Holder's right to receive payments from the Supplemental Interest Trust.
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 shall 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 shall 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, THE SPECIAL SERVICER AND THE MODIFICATION OVERSIGHT AGENT
SECTION 7.01. Liabilities of the Seller, the Depositor, the Master Servicer, the Servicers,
the Special Servicer and the Modification Oversight Agent.
The Depositor, the Seller, the Master Servicer, each Servicer, the Special Servicer and the
Modification Oversight Agent shall be liable under this Agreement to any other party to this Agreement, including
the liability of each Servicer (other than WMMSC) 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 Master Servicer, the
Servicers, the Special Servicer or the Modification Oversight Agent.
Subject to the immediately succeeding paragraph, the Depositor, the Seller, the Master
Servicer, each Servicer, the Special Servicer and the Modification Oversight Agent shall 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 shall 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, any Servicer, the Special
Servicer or the Modification Oversight Agent may be merged or consolidated, or any Person resulting from any
merger or consolidation to which the Depositor, the Seller, the Master Servicer, any Servicer, the Special
Servicer or the Modification Oversight Agent shall be a party, or any Person succeeding to the business of the
Depositor, the Seller, the Master Servicer, any Servicer, the Special Servicer or the Modification Oversight
Agent, shall be the successor of the Depositor, the Seller, the Master Servicer, such Servicer, the Special
Servicer or the Modification Oversight Agent, 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 (i) the successor or surviving Person to the Master Servicer, any such
Servicer (other than WMMSC) or the Special Servicer shall be qualified to sell mortgage loans to, and to service
mortgage loans on behalf of, FNMA or FHLMC, and (ii) the successor or surviving Person to WMMSC shall have a net
worth of at least $15,000,000, unless each of the Rating Agencies acknowledge, at the expense of the successor or
surviving person to WMMSC, that its rating of the Certificates in effect immediately prior to such assignment
will not be qualified or reduced as a result of such successor or surviving Person to WMMSC not having a net
worth of at least $15,000,000.
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 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 or such Servicer shall be released from its obligations under this Agreement
(except as provided above), except that the Master Servicer or the related Servicer shall remain liable for all
liabilities and obligations incurred by it as the Master 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
Servicers, the Special Servicer, the Modification Oversight Agent and Others.
(a) None of the Depositor, the Master Servicer, any Servicer, the Seller, the Special
Servicer, the Modification Oversight Agent, or any of the directors, officers, employees or agents of the
Depositor, the Master Servicer, any Servicer, the Seller, the Special Servicer or the Modification Oversight
Agent 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, any Servicer, the Seller, the Special
Servicer or the Modification Oversight Agent against any breach of representations, warranties or covenants
(including any indemnification obligations provided in Section 2.08) made by it herein or protect the Depositor,
the Master Servicer, any Servicer, the Seller, the Special Servicer or the Modification Oversight Agent 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, any Servicer, the Seller, the Special Servicer and the
Modification Oversight Agent and any director, officer, employee or agent of the Depositor, the Master Servicer,
any Servicer, the Seller, the Special Servicer or the Modification Oversight Agent 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, any Servicer, the Seller, the Special Servicer and the
Modification Oversight Agent and any director, officer, employee or agent of the Depositor, the Master Servicer,
any Servicer, the Seller, the Special Servicer or the Modification Oversight Agent 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, any Servicer, the Seller, the Special Servicer or
the Modification Oversight Agent shall be under any obligation to appear in, prosecute or defend any legal action
that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense
or liability; provided, however, that any of the Depositor, the Master Servicer, any Servicer, the Seller, the
Special Servicer or the Modification Oversight Agent 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. In such event, the legal
expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities
of the Trust Fund, and the Depositor, the Master Servicer, any Servicer, the Seller, the Special Servicer and the
Modification Oversight Agent, as applicable, shall be entitled to be reimbursed therefor from the Trust Fund.
The right of each Servicer and the Modification Oversight Agent to indemnity and reimbursement pursuant to this
Section 7.03 shall survive the resignation or termination of such Servicer as set forth herein.
(b) Each Servicer and the Special Servicer shall indemnify the Trust Administrator and the
Trustee and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the
Trust Administrator or the Trustee may sustain in any way related to the failure of such Servicer or Special
Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement.
The related Servicer or the Special Servicer, as applicable, shall notify immediately the Trust Administrator and
the Trustee if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume
(with the prior written consent of the Trust Administrator) the defense of any such claim and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree
which may be entered against it, the Trust Administrator or the Trustee in respect of such claim. The related
Servicer or the Special Servicer, as applicable, shall follow any written instructions received from the Trust
Administrator in connection with such claim. Except as otherwise provided herein, the Trust Administrator
promptly shall reimburse such Servicer or the Special Servicer, as applicable, for all amounts advanced by such
entity pursuant to the second preceding sentence except when the claim is in any way related to the failure of
such Servicer or the Special Servicer to service and administer the Mortgage Loans in compliance with the terms
of this Agreement.
SECTION 7.04. Master Servicer, Servicers, Special Servicer and Modification Oversight Agent
Not to Resign; Transfer of Servicing.
(a) None of the Master Servicer, any Servicer, the Special Servicer or the Modification
Oversight Agent shall resign from the obligations and duties hereby imposed on it except (i) upon appointment of
a successor master servicer, successor servicer, successor special servicer or successor modification oversight
agent 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, a Servicer, the Special Servicer or the Modification Oversight Agent 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, successor servicer, successor special servicer or successor
modification oversight agent shall have assumed the Master Servicer's, such Servicer's, the Special Servicer's or
the Modification Oversight Agent's, as applicable, responsibilities, duties, liabilities and obligations
hereunder.
(b) Notwithstanding the foregoing, at DLJMC's request, so long as it is the owner of the
related servicing rights, the Master Servicer or any Servicer 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. 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 (other than the
WMMSC Serviced 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.
(e) Notwithstanding the foregoing, at DLJMC's request, the Modification Oversight Agent
shall resign, upon the selection and appointment of a successor modification oversight agent 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, Special Servicer, Modification Oversight Agent and
Servicers May Own Certificates.
Each of the Master Servicer, the Seller, the Special Servicer, the Modification Oversight Agent
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, the
Modification Oversight Agent or a Servicer.
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 WMMSC or Xxxxx Fargo (in its capacity as a Servicer),
after 5:00 p.m. (New York City time) on the Business Day immediately following the Master Servicer's or such
Servicer's receipt of such notice, (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 and (iii) with respect to WMMSC,
after 2:00 p.m. (New York City time) on the Business Day immediately following WMMSC's receipt of such notice; or
(h) either (a) the servicer rankings or ratings for a Servicer (other than WMMSC) 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 (other than WMMSC); or
(i) the servicer rankings or ratings for a Servicer (other than WMMSC) 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
(j) either (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
(k) any failure by an applicable Servicer to either (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; or
(l) any failure by the Modification Oversight Agent, the Master Servicer or a Servicer to
comply with the provisions of Article XIII.
If an Event of Default due to the actions or inaction of the Master Servicer or a Servicer
described in clauses (a) through (f) and (l) of this Section 8.01 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 DLJMC, 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), (ii) the Master Servicer may, if such Event of Default is due to the actions or inactions of a
Servicer (other than WMMSC), by notice in writing to such Servicer (with a copy to the Rating Agencies),
terminate all of the rights and obligations of such Servicer (other than WMMSC) under this Agreement (other than
rights to reimbursement for Advances and Servicing Advances previously made, as provided in Section 3.08) and
(iii) the Trust Administrator may, if such Event of Default is due to the actions or inactions of WMMSC, by
notice in writing to WMMSC (with a copy to the Rating Agencies), terminate all of the rights and obligations of
WMMSC 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, (ii) if WMMSC has failed to make any Advance, the Trust Administrator,
and (iii) if any Servicer (other than WMMSC) 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 described in clause (h), (i) or (k) occurs, (i) if the Event of Default
relates to WMMSC, the Trust Administrator, and (ii) if the Event of Default relates to any Servicer other than
WMMSC, the Master Servicer, 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 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 (j) 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 (in the case of
WMMSC), or the Master Servicer (in the case of any Servicer other than WMMSC) 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 or the Master
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 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 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 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 or
a Servicer, as applicable, 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 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 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 or the Master 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 or the Master 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 Sub-Servicer 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 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 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 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, 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 a Custodian, it being understood and agreed that the Trustee, Trust Administrator and any
Custodian 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, the
Certificates, any Custodial Agreement, any Interest Rate Cap Agreement, any Swap Agreement, any Designated
Servicing Agreement, or (b) the performance of any of the Trustee's duties hereunder or under any Custodial
Agreement, Interest Rate Cap Agreement, Swap Agreement or Designated Servicing Agreement, 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 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, the Modification Oversight Agent 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, the Certificates, any
Custodial Agreement, any Interest Rate Cap Agreement, any Swap Agreement and any Designated Servicing Agreement,
or (b) the performance of any of the Trust Administrator's duties hereunder or under any Custodial Agreement,
Interest Rate Cap Agreement, Swap Agreement or Designated Servicing 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, the Modification Oversight Agent 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, shall 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. 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 of such rate and such rate shall be final and
binding, absent a manifest error of the Trust Administrator.
ARTICLE XI
TERMINATION
As set forth in Article XI of the Series Supplement.
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 Special Servicer, the Modification Oversight Agent, 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; or to comply with
the provisions of Regulation AB.
(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 Special Servicer, the Modification Oversight
Agent, 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 12.01 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 Modification Oversight Agent, the Servicers, 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 12.01 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
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 3.21, without the consent of 100% of the Holders of the Class P Certificates.
(i) Notwithstanding anything to the contrary in this Section 12.01, the Master Servicer,
the Special Servicer, the Modification Oversight Agent, the Servicers, the Seller, the Trust Administrator and
the Trustee shall reasonably cooperate with the Depositor and its counsel to enter into such amendments or
modifications to the Agreement as may be necessary to comply with Regulation AB and any interpretation thereof by
the Commission.
(j) Without the consent of the Swap Counterparty, the Seller and the Depositor shall not
enter into any amendment or modification of the terms and provisions of this Agreement if such amendment or
modification would materially adversely affect the rights and interests of the Swap Counterparty hereunder.
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 GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPALS THEREOF, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE
NEW YORK GENERAL OBLIGATIONS LAW.
SECTION 12.04. Intention of Parties.
(a) It is the express intent of the Depositor, the Seller, the Master Servicer, the
Special Servicer, the Modification Oversight Agent, 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 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, with respect to notices required to be delivered
by the Trust Administrator pursuant to Article XIII, Credit Suisse First Boston Mortgage Securities Corp. via
facsimile to (000) 000-0000 or via email to Xxxxx.Xxxxxxxxx@Xxxxxx-Xxxxxx.xxx, and for all other purposes,
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, 11 Madison Avenue, 4th Floor, New York, New York 10010, Attention: Xxxxx
Xxxx, Fax: (000) 000-0000 (with a copy to DLJ Mortgage Acceptance Corp., 00 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx,
Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx, Fax: (000) 000-0000), or such other address as may be hereafter
furnished to the Depositor and the Trustee by DLJMC in writing; (iv) in the case of Moody's, 00 Xxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxxxx Xxxxxxxxx; (v) in the case of Standard & Poor's, 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 Xxxxx Fargo, as Master Servicer, Corporate Trust Office, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx,
XX 00000, Attention: [Name of Series Trust] or such other address as may be hereafter furnished to the Depositor
or the Trustee in writing by Xxxxx Fargo; (viii) in the case of the Trust Administrator, the Corporate Trust
Office; (ix) in the case of the Special Servicer or Modification Oversight Agent, Select Portfolio Servicing,
Inc., 00000 XX Xxxxxxxx Xxx, Xxxxxxxxx, Xxxxxx 00000, Attention: Xxxxx Xxxxxxxx, (x) 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-X2302-033, 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, (xi) in the case of the Swap Counterparty or Interest Rate Cap Counterparty, Credit Suisse
International, Xxx Xxxxx Xxxxxx, Xxxxxx X00 0XX, Attention: Head of Credit Risk Management, with copies to:
Managing Director - Operations Department and Managing Director - Legal Department, or such other address as may
be hereafter furnished in writing by the Swap Counterparty or Interest Rate Cap Counterparty, as applicable,
(xii) in the case of WMMSC, to Washington Mutual Mortgage Securities Corp., 0000 Xxxxxx Xxxxxx, XXX 3501, Xxxxxxx,
Xxxxxxxxxx 00000, Attention: Servicing Compliance, with a copy to Washington Mutual Mortgage Securities Corp.,
0000 Xxxxxx Xxxxxx, XXX 3501, Xxxxxxx, Xxxxxxxxxx 00000, Attention: Legal Department or such other address as may
be hereafter furnished in writing to the Depositor and the Trustee by WMMSC, (xiii) in the case of GreenPoint, to
GreenPoint Mortgage Funding, Inc., 000 Xxxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000, Attention: Secondary
Marketing, cc: General Counsel and (xiv) with respect to any other party, as set forth in the Series Supplement.
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 (other than WMMSC), 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 internet 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 neither
(i) promotions undertaken by the Depositor, the Seller, the Master Servicer, any Servicer (other than WMMSC), 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 nor (ii) serving the refinancing needs of a Mortgagor who, without solicitation, contacts either
party in connection with the refinance of such Mortgage or Mortgage Loan, shall 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, any Servicer (other
than WMMSC), 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.
WMMSC covenants and agrees that it shall not take any action to solicit the refinancing of any
Mortgage Loan following the date hereof or provide information to any other entity to solicit the refinancing of
any Mortgage Loan; provided, that the foregoing shall not preclude WMMSC or any of its affiliates from
(a) engaging in general solicitations to its customer base, including by mass mailing or as part of monthly or
periodic statements mailed to its borrowers or to holders of deposit or other accounts, (b) engaging in
solicitations to the general public, including without limitation by mass mailing, newspaper, radio, television
or other media which are not specifically directed toward the Mortgagors, (c) engaging in solicitations of
optional insurance or other bank products (not including mortgage loans), (d) refinancing the Mortgage Loan of
any Mortgagor who, without solicitation, contacts WMMSC to request the refinancing of the related Mortgage Loan
or (e) engaging in any action to solicit the refinancing of any Mortgage Loan to the extent such action would be
permitted under the Xxxxxx Xxx Selling Guide or the Xxxxxx Mae Servicing Guide, provided that WMMSC agrees that
it shall not, in engaging in any such solicitation, specifically target any of the Mortgage Loans.
ARTICLE XIII
EXCHANGE ACT REPORTING
SECTION 13.01. Commission Reporting.
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, 10-D 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 or Master Servicer, as specified below, shall sign and the Trust Administrator shall file (via XXXXX)
such Forms on behalf of the Depositor.
Form 10-D and Form 10-K require the registrant to indicate (by checking "yes" or "no") that it
"(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days." The Depositor hereby represents to the Trust
Administrator that, as of the Closing Date, the Depositor has filed all such required reports during the
preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor
shall notify the Trust Administrator in writing, no later than the fifth calendar day after the related
Distribution Date with respect to the filing of a report on Form 10-D and no later than March 15th with respect
to the filing of a report on Form 10-K, if the answer to each question should be "no." The Trust Administrator
shall be entitled to rely on such representations in preparing, executing and/or filing any such report.
SECTION 13.02. Form 10-D Reporting
Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange
Act), the Trust Administrator shall prepare and file on behalf of the Trust Fund any Form 10-D required by the
Exchange Act, in form and substance as required by the Exchange Act. The Trust Administrator shall file each
Form 10-D with a copy of the related Monthly Statement attached thereto. Any disclosure in addition to the
Monthly Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be
reported by the parties set forth on Exhibit S to the Depositor and the Trust Administrator and directed and
approved by the Depositor pursuant to the following paragraph and the Trust Administrator shall have no duty or
liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except as set
forth in the next paragraph.
As set forth on Exhibit S hereto, within five calendar days after the related Distribution
Date, (i) the parties set forth thereon shall be required to provide to the Trust Administrator and the
Depositor, to the extent known by a responsible officer thereof, in XXXXX-compatible form, or in such other form
as otherwise agreed upon by the Trust Administrator and such party, the form and substance of any Additional
Form 10-D Disclosure, if applicable, together with an additional disclosure notification in the form of Exhibit W
hereto (an "Additional Disclosure Notification") and (ii) the Depositor shall approve, as to form and substance,
or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The
Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Trust
Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this
paragraph.
After preparing the Form 10-D, the Trust Administrator shall forward electronically a draft
copy of the Form 10-D to the Depositor as soon as possible, however, in no event later than the 11th calendar day
after the related Distribution Date. Within two business days of receipt, but in no event no later than the
Business Day prior to the date specified in the next sentence, the Depositor shall notify the Trust Administrator
of any changes to or approval of such Form 10-D. In the absence of receipt of any written changes or approval,
the Trust Administrator shall be entitled to assume that such Form 10-D is in final form and the Trust
Administrator may proceed with the execution and filing of the Form 10-D. No later than two Business Days prior
to the 15th calendar day after the related Distribution Date, a duly authorized representative of the Master
Servicer shall sign the Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D
needs to be amended, the Trust Administrator shall follow the procedures set forth in Section 13.05. Promptly
(but no later than one Business Day) after filing with the Commission, the Trust Administrator shall make
available on its internet website a final executed copy of each Form 10-D prepared and filed by the Trust
Administrator. Each party to this Agreement acknowledges that the performance by the Master Servicer and the
Trust Administrator of its duties under this Section 13.02 related to the timely preparation, execution and
filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the
performance of their duties under this Section 13.02. Neither the Trust Administrator nor the Master Servicer
shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to
properly prepare, timely execute and/or timely file such Form 10-D, where such failure results from the Trust
Administrator's inability or failure to obtain or receive, on a timely basis, any information from any other
party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own
negligence, bad faith or willful misconduct.
SECTION 13.03. Form 10-K Reporting
Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be
required by the Exchange Act (the "10-K Filing Deadline") (it being understood that the fiscal year for the Trust
ends on December 31st of each year), commencing in March of the calendar year following the calendar year in
which the Closing Date of the related Series occurs, the Trust Administrator shall prepare and file on behalf of
the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include
the following items, in each case to the extent they have been delivered to the Trust Administrator within the
applicable time frames set forth in this Agreement, the related Custodial Agreements and the related Designated
Servicing Agreement, (i) the Item 1123 Certification for each Servicer, each Additional Servicer, the Master
Servicer, Trust Administrator, the Modification Oversight Agent and any Servicing Function Participant engaged by
such parties (each, a "Reporting Servicer") as described under Section 13.06, (ii)(A) the Assessment of
Compliance with servicing criteria for each Reporting Servicer as described under Section 13.07, and (B) if any
Reporting Servicer's Assessment of Compliance identifies any material instance of noncompliance, disclosure
identifying such instance of noncompliance, or if any Reporting Servicer's Assessment of Compliance is not
included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such
report is not included, (iii)(A) the Accountant's Attestation for each Reporting Servicer, as described under
Section 13.08, and (B) if any Accountant's Attestation identifies any material instance of noncompliance,
disclosure identifying such instance of noncompliance, or if any such Accountant's Attestation is not included as
an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is
not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09; provided, however, that the
Trust Administrator, at its discretion, may omit from the Form 10-K any Item 1123 Certification, Assessment of
Compliance or Accountants Attestation that is not required to be filed with such Form 10-K pursuant to
Regulation AB. Any disclosure or information in addition to (i) through (iv) above that is required to be included
on Form 10-K ("Additional Form 10-K Disclosure") shall be reported by the parties set forth on Exhibit Y to the
Depositor and Trust Administrator and directed and approved by the Depositor pursuant to the following paragraph
and the Trust Administrator shall have no duty or liability for any failure hereunder to determine or prepare any
Additional Form 10-K Disclosure, except as set forth in the next paragraph.
As set forth on Exhibit Y hereto, no later than March 15 of each year that the Trust is subject
to the Exchange Act reporting requirements, commencing in the calendar year following the calendar year in which
the Closing Date of the related Series occurs, (i) the parties set forth on Exhibit Y shall be required to
provide to the Trust Administrator and the Depositor, to the extent known by a responsible officer thereof, in
XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Administrator and such party,
the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional
Disclosure Notification and (ii) the Depositor shall approve, as to form and substance, or disapprove, as the
case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor shall be
responsible for any reasonable fees and expenses assessed or incurred by the Trust Administrator in connection
with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.
After preparing the Form 10-K, the Trust Administrator shall forward electronically a draft
copy of the Form 10-K to the Depositor for review. Within three (3) business days of receipt, but in no event
later than March 25, the Depositor shall notify the Trust Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-K. In the absence of receipt of any written
changes or approval the Trust Administrator shall be entitled to assume that such Form 10-K is in final form. No
later than the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the Depositor shall
sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard
copy to follow by overnight mail) to the Trust Administrator. If a Form 10-K cannot be filed on time or if a
previously filed Form 10-K needs to be amended, the Trust Administrator shall follow the procedures set forth in
Section 13.05. Promptly (but no later than 1 Business Day) after filing with the Commission, the Trust
Administrator shall make available on its internet website a final executed copy of each Form 10-K prepared and
filed by the Trust Administrator. The parties to this Agreement acknowledge that the performance by the Master
Servicer and the Trust Administrator of its duties under this Section 13.03 related to the timely preparation and
filing of Form 10-K is contingent upon such parties (and the Custodians, Designated Servicers and any Additional
Servicer or other Servicing Function Participant) strictly observing all applicable deadlines in the performance
of their duties under Article XIII. Neither the Trust Administrator nor the Master Servicer shall have any
liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly
prepare and/or timely file such Form 10-K, where such failure results from the Trust Administrator's inability or
failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare,
arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful
misconduct.
SECTION 13.04. Form 8-K Reporting
Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K
(each such event, a "Reportable Event"), and if requested by the Depositor, the Trust Administrator shall prepare
and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall
file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information
related to a Reportable Event or that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure
Information") shall be reported by the parties set forth on Exhibit U to the Depositor and the Trust
Administrator and directed and approved by the Depositor pursuant to the following paragraph and the Trust
Administrator shall have no duty or liability for any failure hereunder to determine or prepare any Form 8-K
Disclosure Information or any Form 8-K, except as set forth in the next paragraph.
As set forth on Exhibit U hereto, for so long as the Trust is subject to the Exchange Act
reporting requirements, no later than the end of business(New York City time) on the 2nd Business Day after the
occurrence of a Reportable Event (i) the parties to this transaction shall be required to provide to the Trust
Administrator and the Depositor, to the extent known by a responsible officer thereof, in XXXXX-compatible form,
or in such other form as otherwise agreed upon by the Trust Administrator and such party, the form and substance
of any Form 8-K Disclosure Information, if applicable, together with an Additional Disclosure Notification and
(ii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of
the Form 8-K Disclosure Information. The Depositor shall be responsible for any reasonable fees and expenses
assessed or incurred by the Trust Administrator in connection with including any Form 8-K Disclosure Information
on Form 8-K pursuant to this paragraph.
After preparing the Form 8-K, the Trust Administrator shall forward electronically a draft copy
of the Form 8-K to the Depositor for review. Promptly, but no later than the close of business on the 3rd
business day after the Reportable Event, the Depositor shall notify the Trust Administrator in writing of any
changes to or approval of such Form 8-K. In the absence of receipt of any written changes or approval, the Trust
Administrator shall be entitled to assume that such Form 8-K is in final form and a duly authorized
representative of the Trust Administrator may proceed with the execution and filing of the Form 8-K. A duly
authorized representative of the Master Servicer shall sign the Form 8-K. If a Form 8-K cannot be filed on time
or if a previously filed Form 8-K needs to be amended, the Trust Administrator shall follow the procedures set
forth in Section 13.05. Promptly (but no later than one Business Day) after filing with the Commission, the
Trust Administrator shall make available on its internet website a final executed copy of each Form 8-K prepared
and filed by the Trust Administrator. The parties to this Agreement acknowledge that the performance by the
Trust Administrator and the Master Servicer of its duties under this Section 13.04 related to the timely
preparation and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in
the performance of their duties under this Section 13.04. Neither the Master Servicer nor the Trust
Administrator shall have any liability for any loss, expense, damage or claim arising out of or with respect to
any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Trust
Administrator's inability or failure to obtain or receive, on a timely basis, any information from any other
party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own
negligence, bad faith or willful misconduct.
SECTION 13.05. Delisting; Amendment; Late Filing of Reports
On or before January 30 of the first year in which the Trust Administrator is able to do so
under applicable law, the Trust Administrator shall prepare and file a Form 15 Suspension Notification relating
to the automatic suspension of reporting in respect of the Trust under the Exchange Act.
In the event that the Trust Administrator is unable to timely file with the Commission all or
any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required
disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth
in this Agreement or for any other reason, the Trust Administrator shall promptly notify electronically the
Depositor. In the case of Form 10-D and 10-K, the parties to this Agreement shall cooperate to prepare and file
a Form 12b-25 and a 10-D/A and 10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of
Form 8-K, the Trust Administrator shall, upon receipt of all required Form 8-K Disclosure Information and upon
the approval and direction of the Depositor, include such disclosure information on the next Form 10-D. In the
event that any previously filed Form 8-K, 10-D or 10-K needs to be amended in connection with any additional
Form 10-D Disclosure (other than for the purpose of restating the Monthly Report), the Trust Administrator shall
electronically notify the Depositor and such parties shall cooperate to prepare any necessary Form 8-K/A, 10-D/A
or 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K or 10-D shall be signed by a duly authorized
representative of the Master Servicer. Any amendment to Form 10-K shall be signed by the Depositor. The parties
to this Agreement acknowledge that the performance by the Trust Administrator and the Master Servicer of their
duties under this Section 13.05 related to the timely preparation and filing of Form 15, a Form 12b-25 or any
amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this
Section 13.05. Neither the Trust Administrator nor the Master Servicer shall have any liability for any loss,
expense, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file any
such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Trust
Administrator's inability or failure to obtain or receive, on a timely basis, any information from any other
party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to
Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.
SECTION 13.06. Annual Statements of Compliance
The Master Servicer, the Trust Administrator, the Modification Oversight Agent and each
Servicer shall deliver or otherwise make available (and the Master Servicer, the Trust Administrator, the
Modification Oversight Agent and each Servicer shall cause any Servicing Function Participant engaged by it to
deliver or otherwise make available) to the Depositor, the Trustee and the Trust Administrator on or before
March 15 of each year, commencing in March of the calendar year following the calendar year in which the Closing
Date of the related Series occurs, an Officer's Certificate (an "Item 1123 Certificate") stating, as to the
signer thereof, that (A) a review of such party's activities during the preceding calendar year or portion
thereof and of such party's performance under this Agreement, or such other applicable agreement in the case of a
Servicing Function Participant, has been made under such officer's supervision and (B) to the best of such
officer's knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or
such other applicable agreement in the case of a Servicing Function Participant, in all material respects
throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any
material respect, specifying each such failure known to such officer and the nature and status thereof. Promptly
after receipt of each such Item 1123 Certificate, the Depositor shall review such Item 1123 Certificate and, if
applicable, consult with each such party, as applicable, as to the nature of any failures by such party, in the
fulfillment of any of such party's obligations hereunder or, in the case of an Additional Servicer, under such
other applicable agreement, provided, however, that Xxxxx Fargo, in its capacity as a Servicer, shall only be
obligated to provide the Item 1123 Officer's Certificate to the Master Servicer and the Master Servicer shall
forward such 1123 Officer's Certificate to the Depositor, the Trustee and the Trust Administrator or, if there is
no Master Servicer, to the Depositor and the Depositor shall forward such 1123 Officer's Certificate to the
Trustee and the Trust Administrator.
The Master Servicer shall include all annual statements of compliance received by it from each
Servicer with its own annual statement of compliance to be submitted to the Trust Administrator pursuant to this
Section 13.06.
In the event the Master Servicer, the Trust Administrator or any Servicing Function Participant
engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable
agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an
Item 1123 Certificate pursuant to this Section 13.06 or to such applicable agreement, as the case may be,
notwithstanding any such termination, assignment or resignation.
The Master Servicer shall enforce any obligation of any Designated Servicer, to the extent set
forth in the related Designated Servicing Agreement, to deliver to the Master Servicer an Item 1123 Certificate
as may be required pursuant to the related Designated Servicing Agreement. The Master Servicer shall include
such Item 1123 Certificate with its own Item 1123 Certificate to be submitted to the Trust Administrator, the
Depositor and the Trustee pursuant to this Section 13.06.
SECTION 13.07. Annual Assessments of Compliance.
By March 15 of each year, commencing in March of the calendar year following the calendar year
in which the Closing Date of the related Series occurs, the Master Servicer, the Trust Administrator, the
Modification Oversight Agent and each Servicer, each at its own expense, shall furnish or otherwise make
available, and each such party shall cause any Servicing Function Participant engaged by it to furnish or
otherwise make available, each at its own expense, to the Trust Administrator, the Trustee and the Depositor, a
report on an assessment of compliance with the Relevant Servicing Criteria (an "Assessment of Compliance") that
contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing
Criteria for each party as set forth on Exhibit R, (B) a statement that such party used the Relevant Servicing
Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance
with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed
pursuant to Section 13.03, including, if there has been any material instance of noncompliance with the Relevant
Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that
a registered public accounting firm has issued an Accountant's Attestation on such party's Assessment of
Compliance with the Relevant Servicing Criteria as of and for such period.
No later than the end of each fiscal year for the Trust for which a 10-K is required to be
filed, each Servicer, the Modification Oversight Agent and the Master Servicer shall each forward to the Trust
Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria
will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant; provided,
however, that the Master Servicer need not provide information to the Trust Administrator so long as the Master
Servicer and the Trust Administrator are the same person. When the Master Servicer, the Modification Oversight
Agent and each Servicer (or any Servicing Function Participant engaged by them) submit their Assessments of
Compliance to the Trust Administrator, such parties shall also at such time include the Assessments of Compliance
(and Accountant's Attestation) pursuant to Section 13.08 of each Servicing Function Participant engaged by it;
provided, however, that Xxxxx Fargo, in its capacity as a Servicer, shall only be obligated to provide disclosure
pursuant to the first and second paragraphs of this Section 13.07 to the Master Servicer and the Master Servicer
shall forward such items to the appropriate parties or, if there is no Master Servicer, to the Depositor and the
Depositor shall forward such items to the Trustee and the Trust Administrator.
Promptly after receipt of each Assessment of Compliance, the Depositor shall review each such
report and, if applicable, consult with the Master Servicer, the Trust Administrator, the Modification Oversight
Agent, each Servicer and any Servicing Function Participant engaged by such parties as to the nature of any
material instance of noncompliance with the Relevant Servicing Criteria by each such party. None of such parties
shall be required to deliver any such assessments until March 30 in any given year so long as it has received
written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for
the preceding calendar year.
The Master Servicer shall include all annual reports on assessment of compliance received by it
from the Servicers with its own assessment of compliance to be submitted to the Trust Administrator pursuant to
this Section 13.07.
In the event the Master Servicer, the Trust Administrator or any Servicing Function Participant
engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the
terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report
on assessment of compliance pursuant to this Section 13.07, or such other applicable agreement, notwithstanding
any such termination, assignment of resignation.
The Master Servicer shall enforce any obligation of the Designated Servicers and the
Custodians, to the extent set forth in the related Designated Servicing Agreement or Custodial Agreement, as
applicable, to deliver to the Master Servicer an Assessment of Compliance within the time frame set forth in, and
in such form and substance as may be required pursuant to, the related Designated Servicing Agreement or
Custodial Agreement, as applicable. The Master Servicer shall include such Assessment of Compliance with its own
Assessment of Compliance to be submitted to the Trust Administrator and the Trustee pursuant to this
Section 13.07.
SECTION 13.08. Accountant's Attestation
By March 15 of each year, commencing in the calendar year following the calendar year in which
the Closing Date of the related Series occurs, the Master Servicer, the Trust Administrator, the Modification
Oversight Agent and each Servicer, each at its own expense, shall cause, and each such party shall cause any
Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting
firm (which may also render other services to the Master Servicer, the Trust Administrator, the Modification
Oversight Agent or a Servicer or such other Servicing Function Participants, as the case may be) and that is a
member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's
Attestation") to the Trust Administrator and the Depositor, to the effect that (i) it has obtained a
representation regarding certain matters from the management of such party, which includes an assertion that such
party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by
such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is
expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly
stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of
compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such
registered public accounting firm shall state in such report why it was unable to express such an opinion. Such
report must be available for general use and not contain restricted use language.
Promptly after receipt of such Accountant's Attestations from the Master Servicer, each
Servicer, each Designated Servicer, each Custodian, the Trust Administrator, the Modification Oversight Agent or
any Servicing Function Participant engaged by such parties, (i) the Depositor shall review the report and, if
applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any
of each such party's obligations hereunder or under any other applicable agreement, and (ii) the Trust
Administrator shall confirm that each Assessment of Compliance is coupled with an Accountant's Attestation
meeting the requirements of this Section 13.08 and notify the Depositor of any exceptions. None of such parties
shall be required to deliver any such assessments until March 30 in any given year so long as it has received
written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for
the preceding calendar year.
The Master Servicer shall include each such attestation furnished to it by the Servicers with
its own attestation to be submitted to the Trust Administrator pursuant to this Section 13.08.
In the event the Master Servicer, the Trust Administrator, the Custodians, any Servicer, the
Modification Oversight Agent or any Servicing Function Participant engaged by any such party, is terminated,
assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable
Custodial Agreement, Designated Servicing Agreement or Subservicing Agreement, as the case may be, such party
shall, at its sole expense, cause a registered public accounting firm to provide an attestation pursuant to this
Section 13.08, or such other applicable agreement, notwithstanding any such termination, assignment or
resignation.
The Master Servicer shall enforce any obligation of the Designated Servicers and the
Custodians, to the extent set forth in the related Designated Servicing Agreement and the related Custodial
Agreement, as applicable, to deliver to the Master Servicer an attestation as may be required pursuant to, the
related Designated Servicing Agreement or Custodial Agreement as applicable. The Master Servicer shall include
each such attestation with its own Accountant's Attestation to be submitted to the Trust Administrator pursuant
to this Section 13.08.
SECTION 13.09. Xxxxxxxx-Xxxxx Certification
Each Form 10-K shall include a certification (the "Xxxxxxxx-Xxxxx Certification") required to
be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. Each Servicer, the Master Servicer, the Modification
Oversight Agent and the Trust Administrator shall provide, and each Servicer, the Master Servicer, the
Modification Oversight Agent and the Trust Administrator shall cause any Servicing Function Participant engaged
by it to, provide to the Person who signs the Xxxxxxxx-Xxxxx Certification (the "Certifying Person"), by March 15
of each year in which the Trust is subject to the reporting requirements of the Exchange Act and otherwise within
a reasonable period of time upon request, a certification (each, a "Back-Up Certification"), in the form attached
hereto as Exhibit V, upon which the Certifying Person, the entity for which the Certifying Person acts as an
officer, and such entity's officers, directors and Affiliates (collectively with the Certifying Person,
"Certification Parties") can reasonably rely. The Depositor shall serve as the Certifying Person on behalf of the
Trust. In the event the Master Servicer, the Trust Administrator or any Servicing Function Participant engaged
by such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable Subservicing
Agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant
to this Section 13.09 with respect to the period of time it was subject to this Agreement or any applicable
Subservicing Agreement, as the case may be.
The Master Servicer shall enforce any obligation of the Designated Servicers, to the extent set
forth in the related Designated Servicing Agreement, to deliver to the Master Servicer a certification similar to
the Back-Up Certification as may be required pursuant to the related Designated Servicing Agreement.
SECTION 13.10. Indemnification
Each party required to deliver an Assessment of Compliance and an Accountant's Attestation
and/or an Item 1123 Certification under Article XIII (each, a "Responsible Party) shall indemnify and hold
harmless the Trust Administrator, the Master Servicer and the Depositor and each of their directors, officers,
employees, agents, and affiliates from and against any and all claims, losses, damages, penalties, fines,
forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or
based upon (a) any breach by such Responsible Party of any if its obligations under this Article XIII including
particularly its obligation to provide any Assessment of Compliance and an Accountant's Attestation and/or an
Item 1123 Certification or any information, data or material required to be included in any Exchange Act report,
(b) any misstatement or omission in any information, data or materials provided by such Responsible Party (or, in
the case of the Trust Administrator or Master Servicer, any material misstatement of material omission in (i) any
Compliance Statement, Assessment of Compliance or Attestation report delivered by it, or by any Servicing
Function Participant engaged by it, pursuant to this Agreement, or (ii) any Additional Form 10-D Disclosure or
Additional Form 10-K Disclosure concerning the Master Servicer or the Trust Administrator, or (c) the negligence,
bad faith or willful misconduct of such Responsible Party in connection with the performance of any if its
obligations hereunder. If the indemnification provided for herein is unavailable or insufficient to hold
harmless the Master Servicer, the Trust Administrator or the Depositor, then each Responsible Party agrees that
it shall contribute to the amount paid or payable by the Trust Administrator, the Master Servicer or the
Depositor, as applicable, as a result of any claims, losses, damages or liabilities incurred by the Master
Servicer, the Trust Administrator or the Depositor, as applicable, in such proportion as is appropriate to
reflect the relative fault of the Master Servicer, the Trust Administrator or the Depositor, as applicable, on
the one hand and such Responsible Party, on the other. This indemnification shall survive the termination of
this Agreement or the termination of any party to this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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. : A-__-1
Cut-off Date : _______________
First Distribution Date : _______________
Initial Certificate Balance
of this Certificate
("Denomination") : _______________
Initial Certificate Balances
of all Certificates
of this Class : _______________
CUSIP : _______________
Pass-Through Rate : Variable
Maturity Date : _______________
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Credit Suisse First Boston Mortgage Securities Corp.,
Adjustable Rate Mortgage-Backed Pass-Through Certificates, [Series Name]
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 Modification Oversight Agent, 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 Series Supplement dated as of the
Cut-off Date specified above and the Standard Terms of Pooling and Servicing Agreement dated May 1, 2007
(collectively, the "Agreement") by and among the Depositor, the Seller(s), the Master Servicer, the Trust
Administrator, the Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers that are
party to the Series Supplement. 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 : _______________
First Distribution Date : _______________
Initial Certificate Balance
of this Certificate
("Denomination") : _______________
Initial Certificate Balances
of all Certificates
of this Class : _______________
CUSIP : _______________
Pass-Through Rate : Variable
Maturity Date : _______________
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
[Name of Series Trust],
Adjustable Rate Mortgage-Backed Pass-Through Certificates, [Series Name]
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 Modification Oversight Agent, 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 Series Supplement dated as of the
Cut-off Date specified above and the Standard Terms of Pooling and Servicing Agreement dated May 1, 2007
(collectively, the "Agreement") by and among the Depositor, the Seller(s), the Master Servicer, the Trust
Administrator, the Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers that are
party to the Series Supplement. 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 IF SUCH CERTIFICATE IS A BOOK-ENTRY CERTIFICATE.
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 : _______________
First Distribution Date : _______________
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 : _______________
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
[Name of Series Trust],
Adjustable Rate Mortgage-Backed Pass-Through Certificates, [Series Name]
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 Modification Oversight
Agent, 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 Series
Supplement dated as of the Cut-off Date specified above and the Standard Terms of Pooling and Servicing Agreement
dated May 1, 2007 (collectively, the "Agreement") by and among the Depositor, the Seller(s), the Master Servicer,
the Trust Administrator, the Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers
that are party to the Series Supplement. 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 Privately Offered Certs 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 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. 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 TRANSFEREE 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 TRUST
ADMINISTRATOR 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 SECTION 406 OF ERISA OR TO SECTION 4975 OF THE CODE SHALL BE VOID AND OF NO EFFECT.
Certificate No. : 1
Cut-off Date : _______________
First Distribution Date : _______________
Initial Certificate Balance
of this Certificate
("Denomination") : _______________
Initial Certificate Balances
of all Certificates
of this Class : _______________
CUSIP : _______________
Pass-Through Rate : Variable
Maturity Date : _______________
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
[Name of Series Trust],
Adjustable Rate Mortgage-Backed Pass-Through Certificates, [Series Name]
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 Modification Oversight Agent, 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 Securities (USA) 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 Series
Supplement dated as of the Cut-off Date specified above and the Standard Terms of Pooling and Servicing Agreement
dated May 1, 2007 (collectively, the "Agreement") by and among the Depositor, the Seller(s), the Master Servicer,
the Trust Administrator, the Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers
that are party to the Series Supplement. 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 the Agreement, no transfer of this Residual Certificate shall be made unless the Trust
Administrator 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 Trust
Administrator 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 transferee 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 TRANSFEREE 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 TRUST
ADMINISTRATOR 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 SECTION 406 OF ERISA OR TO SECTION 4975 OF THE CODE SHALL
BE VOID AND OF NO EFFECT.
Certificate No. : 1
Cut-off Date : _______________
First Distribution Date : _______________
Initial Certificate Balance
of this Certificate
("Denomination") : _______________
Initial Certificate Balances
of all Certificates
of this Class : _______________
CUSIP : _______________
Pass-Through Rate : Variable
Maturity Date : _______________
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
[Name of Series Trust],
Adjustable Rate Mortgage-Backed Pass-Through Certificates, [Series Name]
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 Series
Supplement dated as of the Cut-off Date specified above and the Standard Terms of Pooling and Servicing Agreement
dated May 1, 2007 (collectively, the "Agreement") by and among the Depositor, the Seller(s), the Master Servicer,
the Trust Administrator, the Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers
that are party to the Series Supplement. 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 the Agreement, no transfer of this Residual Certificate shall be made unless the
Trust Administrator 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 Trust
Administrator 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
transferee 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 TRUST ADMINISTRATOR (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 TRUST ADMINISTRATOR BY THE TRANSFEREE'S ACCEPTANCE OF THIS CERTIFICATE, OR BY
ANY BENEFICIAL OWNER WHO PURCHASES AN INTEREST IN THIS CERTIFICATE IF SUCH CERTIFICATE IS A BOOK-ENTRY
CERTIFICATE. 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 TRUST ADMINISTRATOR 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 : _______________
First Distribution Date : _______________
Percentage Interest : ____%
CUSIP : _______________
Maturity Date : _______________
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
[Name of Series Trust],
Adjustable Rate Mortgage-Backed Pass-Through Certificates, [Series Name],
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 Modification Oversight
Agent, 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 Series
Supplement dated as of the Cut-off Date specified above and the Standard Terms of Pooling and Servicing Agreement
dated May 1, 2007 (collectively, the "Agreement") by and among the Depositor, the Seller(s), the Master Servicer,
the Trust Administrator, the Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers
that are party to the Series Supplement. 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 the Agreement, no transfer of an ERISA-Restricted Certificate shall be made unless the Trust
Administrator 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 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. 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 Trust Administrator 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 Trust Administrator 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 TRUST ADMINISTRATOR (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 TRUST ADMINISTRATOR BY THE TRANSFEREE'S ACCEPTANCE OF THIS CERTIFICATE, OR BY
ANY BENEFICIAL OWNER WHO PURCHASES AN INTEREST IN THIS CERTIFICATE IF SUCH CERTIFICATE IS A BOOK-ENTRY
CERTIFICATE. 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 : _______________
First Distribution Date : _______________
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 : _______________
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
[Name of Series Trust],
Adjustable Rate Mortgage-Backed Pass-Through Certificates, [Series Name]
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 Modification Oversight
Agent, 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 Series
Supplement dated as of the Cut-off Date specified above and the Standard Terms of Pooling and Servicing Agreement
dated May 1, 2007 (collectively, the "Agreement") by and among the Depositor, the Seller(s), the Master Servicer,
the Trust Administrator, the Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers
that are party to the Series Supplement. 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 the Agreement, no transfer of an ERISA-Restricted Certificate shall be made unless the Trust
Administrator 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 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. 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 Trust Administrator 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 Trust Administrator 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.
[Name of Series Trust],
Adjustable Rate Mortgage-Backed Pass-Through Certificates, [Series Name]
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 Name], 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 that are Book-Entry Certificates 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 that are Book-Entry Certificates 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 Modification Oversight Agent, 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 emailed to the Master Servicer by each Servicer and to the Trust Administrator
by the Master Servicer:
______________________________________________________________________________________________________________________________________________________________________
Column Name Description Decimal Format Comment
Max Size
______________________________________________________________________________________________________________________________________________________________________
Each file requires the following fields:
______________________________________________________________________________________________________________________________________________________________________
SER_INVESTOR_NBR A value assigned by the Servicer to define a group of loans. Text up to 20 digits
20
______________________________________________________________________________________________________________________________________________________________________
LOAN_NBR A unique identifier assigned to each loan by the investor. Text up to 10 digits
10
______________________________________________________________________________________________________________________________________________________________________
SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer. This may Text up to 10 digits
be different than the LOAN_NBR. 10
______________________________________________________________________________________________________________________________________________________________________
SCHED_PAY_AMT Scheduled monthly principal and scheduled interest payment that 2 No commas(,) or dollar
a borrower is expected to pay, P&I constant. signs ($) 11
______________________________________________________________________________________________________________________________________________________________________
NOTE_INT_RATE The loan interest rate as reported by the Servicer. 4 Max length of 6
6
______________________________________________________________________________________________________________________________________________________________________
NET_INT_RATE The loan gross interest rate less the service fee rate as 4 Max length of 6
reported by the Servicer. 6
______________________________________________________________________________________________________________________________________________________________________
SERV_FEE_RATE The servicer's fee rate for a loan as reported by the Servicer. 4 Max length of 6
6
______________________________________________________________________________________________________________________________________________________________________
SERV_FEE_AMT The servicer's fee amount for a loan as reported by the 2 No commas(,) or dollar
Servicer. signs ($) 11
______________________________________________________________________________________________________________________________________________________________________
NEW_PAY_AMT The new loan payment amount as reported by the Servicer. 2 No commas(,) or dollar
signs ($) 11
______________________________________________________________________________________________________________________________________________________________________
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6
6
______________________________________________________________________________________________________________________________________________________________________
ARM_INDEX_RATE The index the Servicer is using to calculate a forecasted rate. 4 Max length of 6
6
______________________________________________________________________________________________________________________________________________________________________
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at the beginning of the 2 No commas(,) or dollar
processing cycle. signs ($) 11
______________________________________________________________________________________________________________________________________________________________________
ACTL_END_PRIN_BAL The borrower's actual principal balance at the end of the 2 No commas(,) or dollar
processing cycle. signs ($) 11
______________________________________________________________________________________________________________________________________________________________________
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that the borrower's MM/DD/YYYY
next payment is due to the Servicer, as reported by Servicer. 10
______________________________________________________________________________________________________________________________________________________________________
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar
signs ($) 11
______________________________________________________________________________________________________________________________________________________________________
SERV_CURT_DATE_1 The curtailment date associated with the first curtailment MM/DD/YYYY
amount. 10
______________________________________________________________________________________________________________________________________________________________________
CURT_ADJ_ AMT_1 The curtailment interest on the first curtailment amount, if 2 No commas(,) or dollar
applicable. signs ($) 11
______________________________________________________________________________________________________________________________________________________________________
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar
signs ($) 11
______________________________________________________________________________________________________________________________________________________________________
SERV_CURT_DATE_2 The curtailment date associated with the second curtailment MM/DD/YYYY
amount. 10
______________________________________________________________________________________________________________________________________________________________________
CURT_ADJ_ AMT_2 The curtailment interest on the second curtailment amount, if 2 No commas(,) or dollar
applicable. signs ($) 11
______________________________________________________________________________________________________________________________________________________________________
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar
signs ($) 11
______________________________________________________________________________________________________________________________________________________________________
SERV_CURT_DATE_3 The curtailment date associated with the third curtailment MM/DD/YYYY
amount. 10
______________________________________________________________________________________________________________________________________________________________________
CURT_ADJ_AMT_3 The curtailment interest on the third curtailment amount, if 2 No commas(,) or dollar
applicable. signs ($) 11
______________________________________________________________________________________________________________________________________________________________________
PIF_AMT The loan "paid in full" amount as reported by the Servicer. 2 No commas(,) or dollar
signs ($) 11
______________________________________________________________________________________________________________________________________________________________________
PIF_DATE The paid in full date as reported by the Servicer. MM/DD/YYYY
10
______________________________________________________________________________________________________________________________________________________________________
Action Code Key:
ACTION_CODE The standard FNMA numeric code used to indicate the 15=Bankruptcy, 2
default/delinquent status of a particular loan. 00xXxxxxxxxxxx, , 00xXXX,
63=Substitution,
65=Repurchase,70=REO
______________________________________________________________________________________________________________________________________________________________________
INT_ADJ_AMT The amount of the interest adjustment as reported by the 2 No commas(,) or dollar
Servicer. signs ($) 11
______________________________________________________________________________________________________________________________________________________________________
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if applicable. 2 No commas(,) or dollar
signs ($) 11
______________________________________________________________________________________________________________________________________________________________________
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if applicable. 2 No commas(,) or dollar
signs ($) 11
______________________________________________________________________________________________________________________________________________________________________
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, if applicable. 2 No commas(,) or dollar
signs ($) 11
______________________________________________________________________________________________________________________________________________________________________
Plus the following applicable fields:
______________________________________________________________________________________________________________________________________________________________________
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount due at the beginning 2 No commas(,) or dollar
of the cycle date to be passed through to investors. signs ($) 11
______________________________________________________________________________________________________________________________________________________________________
SCHED_END_PRIN_BAL The scheduled principal balance due to investors at the end of 2 No commas(,) or dollar
a processing cycle. signs ($) 11
______________________________________________________________________________________________________________________________________________________________________
SCHED_PRIN_AMT The scheduled principal amount as reported by the Servicer for 2 No commas(,) or dollar
the current cycle -- only applicable for Scheduled/Scheduled signs ($) 11
Loans.
______________________________________________________________________________________________________________________________________________________________________
SCHED_NET_INT The scheduled gross interest amount less the service fee amount 2 No commas(,) or dollar
for the current cycle as reported by the Servicer -- only signs ($) 11
applicable for Scheduled/Scheduled Loans.
______________________________________________________________________________________________________________________________________________________________________
ACTL_PRIN_AMT The actual principal amount collected by the Servicer for the 2 No commas(,) or dollar
current reporting cycle -- only applicable for Actual/Actual signs ($) 11
Loans.
______________________________________________________________________________________________________________________________________________________________________
ACTL_NET_INT The actual gross interest amount less the service fee amount 2 No commas(,) or dollar
for the current reporting cycle as reported by the Servicer -- signs ($) 11
only applicable for Actual/Actual Loans.
______________________________________________________________________________________________________________________________________________________________________
PREPAY_PENALTY_ AMT The penalty amount received when a borrower prepays on his loan 2 No commas(,) or dollar
as reported by the Servicer. signs ($) 11
______________________________________________________________________________________________________________________________________________________________________
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan waived by the 2 No commas(,) or dollar
servicer. signs ($) 11
______________________________________________________________________________________________________________________________________________________________________
MOD_DATE The Effective Payment Date of the Modification for the loan. MM/DD/YYYY
10
______________________________________________________________________________________________________________________________________________________________________
MOD_TYPE The Modification Type. Varchar - value can be
alpha or numeric 30
______________________________________________________________________________________________________________________________________________________________________
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and interest advances made by 2 No commas(,) or dollar
Servicer. signs ($) 11
______________________________________________________________________________________________________________________________________________________________________
BREACH_FLAG Flag to indicate if the repurchase of a loan is due to a breach Y=Breach
of Representations and Warranties N=NO Breach 1
Let blank if N/A
______________________________________________________________________________________________________________________________________________________________________
EXHIBIT H-2
REPORTING DATA FOR DEFAULTED LOANS
*The column/header names in bold are the minimum fields Xxxxx Fargo must receive from every Servicer
____________________________________________________________________________________________________________________________________________________________________________
Column/Header Name Description Decimal Format Comment
____________________________________________________________________________________________________________________________________________________________________________
SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer. This may be different
than the LOAN_NBR
____________________________________________________________________________________________________________________________________________________________________________
LOAN_NBR A unique identifier assigned to each loan by the originator.
____________________________________________________________________________________________________________________________________________________________________________
CLIENT_NBR Servicer Client Number
____________________________________________________________________________________________________________________________________________________________________________
SERV_INVESTOR_NBR Contains a unique number as assigned by an external servicer to identify a
group of loans in their system.
____________________________________________________________________________________________________________________________________________________________________________
BORROWER_FIRST_NAME First Name of the Borrower.
____________________________________________________________________________________________________________________________________________________________________________
BORROWER_LAST_NAME Last name of the borrower.
____________________________________________________________________________________________________________________________________________________________________________
PROP_ADDRESS Street Name and Number of Property
____________________________________________________________________________________________________________________________________________________________________________
PROP_STATE The state where the property located.
____________________________________________________________________________________________________________________________________________________________________________
PROP_ZIP Zip code where the property is located.
____________________________________________________________________________________________________________________________________________________________________________
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due to the servicer at the end MM/DD/YYYY
of processing cycle, as reported by Servicer.
____________________________________________________________________________________________________________________________________________________________________________
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
____________________________________________________________________________________________________________________________________________________________________________
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
____________________________________________________________________________________________________________________________________________________________________________
BANKRUPTCY_CASE_NBR The case number assigned by the court to the bankruptcy filing.
____________________________________________________________________________________________________________________________________________________________________________
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been approved by the courts MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. Either by Dismissal, MM/DD/YYYY
Discharged and/or a Motion For Relief Was Granted.
____________________________________________________________________________________________________________________________________________________________________________
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The Servicer MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan Such As;
____________________________________________________________________________________________________________________________________________________________________________
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To End/Close MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer with instructions to begin MM/DD/YYYY
foreclosure proceedings.
____________________________________________________________________________________________________________________________________________________________________________
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue Foreclosure MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a Foreclosure Action MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected to occur. MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure sale. 2 No commas(,) or
dollar signs ($)
____________________________________________________________________________________________________________________________________________________________________________
EVICTION_START_DATE The date the servicer initiates eviction of the borrower. MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the property from the MM/DD/YYYY
borrower.
____________________________________________________________________________________________________________________________________________________________________________
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,) or
dollar signs ($)
____________________________________________________________________________________________________________________________________________________________________________
LIST_DATE The date an REO property is listed at a particular price. MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,) or
dollar signs ($)
____________________________________________________________________________________________________________________________________________________________________________
OFFER_DATE_TIME The date an offer is received by DA Admin or by the Servicer. MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
REO_CLOSING_DATE The date the REO sale of the property is scheduled to close. MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
OCCUPANT_CODE Classification of how the property is occupied.
____________________________________________________________________________________________________________________________________________________________________________
PROP_CONDITION_CODE A code that indicates the condition of the property.
____________________________________________________________________________________________________________________________________________________________________________
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
CURR_PROP_VAL The current "as is" value of the property based on brokers price opinion or 2
appraisal.
____________________________________________________________________________________________________________________________________________________________________________
REPAIRED_PROP_VAL The amount the property would be worth if repairs are completed pursuant to 2
a broker's price opinion or appraisal.
____________________________________________________________________________________________________________________________________________________________________________
If applicable:
____________________________________________________________________________________________________________________________________________________________________________
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
____________________________________________________________________________________________________________________________________________________________________________
DELINQ_REASON_CODE The circumstances which caused a borrower to stop paying on a loan. Code
indicates the reason why the loan is in default for this cycle.
____________________________________________________________________________________________________________________________________________________________________________
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With Mortgage Insurance Company. MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,) or
dollar signs ($)
____________________________________________________________________________________________________________________________________________________________________________
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim Payment MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,) or
dollar signs ($)
____________________________________________________________________________________________________________________________________________________________________________
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,) or
dollar signs ($)
____________________________________________________________________________________________________________________________________________________________________________
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By The Pool Insurer MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,) or
dollar signs ($)
____________________________________________________________________________________________________________________________________________________________________________
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,) or
dollar signs ($)
____________________________________________________________________________________________________________________________________________________________________________
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,) or
dollar signs ($)
____________________________________________________________________________________________________________________________________________________________________________
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,) or
dollar signs ($)
____________________________________________________________________________________________________________________________________________________________________________
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,) or
dollar signs ($)
____________________________________________________________________________________________________________________________________________________________________________
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,) or
dollar signs ($)
____________________________________________________________________________________________________________________________________________________________________________
MOTION_FOR_RELIEF_DATE The date the Motion for Relief was filed 10 MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
FRCLSR_BID_AMT The foreclosure sale bid amount No commas(,) or
11 dollar signs ($)
____________________________________________________________________________________________________________________________________________________________________________
FRCLSR_SALE_TYPE The foreclosure sales results: REO, Third Party, Conveyance to HUD/VA
____________________________________________________________________________________________________________________________________________________________________________
REO_PROCEEDS The net proceeds from the sale of the REO property. No commas(,) or
dollar signs ($)
____________________________________________________________________________________________________________________________________________________________________________
BPO_DATE The date the BPO was done.
____________________________________________________________________________________________________________________________________________________________________________
CURRENT_FICO The current FICO score
____________________________________________________________________________________________________________________________________________________________________________
HAZARD_CLAIM_FILED_DATE The date the Hazard Claim was filed with the Hazard Insurance Company. 10 MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
HAZARD_CLAIM_AMT The amount of the Hazard Insurance Claim filed. No commas(,) or
11 dollar signs ($)
____________________________________________________________________________________________________________________________________________________________________________
HAZARD_CLAIM_PAID_DATE The date the Hazard Insurance Company disbursed the claim payment. 10 MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
HAZARD_CLAIM_PAID_AMT The amount the Hazard Insurance Company paid on the claim. No commas(,) or
11 dollar signs ($)
____________________________________________________________________________________________________________________________________________________________________________
ACTION_CODE Indicates loan status Number
____________________________________________________________________________________________________________________________________________________________________________
NOD_DATE MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
NOI_DATE MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
ACTUAL_PAYMENT_PLAN_START_DATE MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
ACTUAL_PAYMENT_ PLAN_END_DATE
____________________________________________________________________________________________________________________________________________________________________________
ACTUAL_REO_START_DATE MM/DD/YYYY
____________________________________________________________________________________________________________________________________________________________________________
REO_SALES_PRICE Number
____________________________________________________________________________________________________________________________________________________________________________
REALIZED_LOSS/GAIN As defined in the Servicing Agreement Number
____________________________________________________________________________________________________________________________________________________________________________
The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o ASUM- Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale
o SS- Short Sale
o MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are
consistent with industry standards. If Loss Mitigation Types other than those above are used, the Servicer must
supply Xxxxx Fargo Bank with a description of each of the Loss Mitigation Types prior to sending the file.
The Occupant Code field should show the current status of the property code as follows:
o Mortgagor
o Tenant
o Unknown
o Vacant
The Property Condition field should show the last reported condition of the property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:
____________________________________________________________________________________________________________________
Delinquency Code Delinquency Description
____________________________________________________________________________________________________________________
001 FNMA-Death of principal mortgagor
____________________________________________________________________________________________________________________
002 FNMA-Illness of principal mortgagor
____________________________________________________________________________________________________________________
003 FNMA-Illness of mortgagor's family member
____________________________________________________________________________________________________________________
004 FNMA-Death of mortgagor's family member
____________________________________________________________________________________________________________________
005 FNMA-Marital difficulties
____________________________________________________________________________________________________________________
006 FNMA-Curtailment of income
____________________________________________________________________________________________________________________
007 FNMA-Excessive Obligation
____________________________________________________________________________________________________________________
008 FNMA-Abandonment of property
____________________________________________________________________________________________________________________
009 FNMA-Distant employee transfer
____________________________________________________________________________________________________________________
011 FNMA-Property problem
____________________________________________________________________________________________________________________
012 FNMA-Inability to sell property
____________________________________________________________________________________________________________________
013 FNMA-Inability to rent property
____________________________________________________________________________________________________________________
014 FNMA-Military Service
____________________________________________________________________________________________________________________
015 FNMA-Other
____________________________________________________________________________________________________________________
016 FNMA-Unemployment
____________________________________________________________________________________________________________________
017 FNMA-Business failure
____________________________________________________________________________________________________________________
019 FNMA-Casualty loss
____________________________________________________________________________________________________________________
022 FNMA-Energy environment costs
____________________________________________________________________________________________________________________
023 FNMA-Servicing problems
____________________________________________________________________________________________________________________
026 FNMA-Payment adjustment
____________________________________________________________________________________________________________________
027 FNMA-Payment dispute
____________________________________________________________________________________________________________________
029 FNMA-Transfer of ownership pending
____________________________________________________________________________________________________________________
030 FNMA-Fraud
____________________________________________________________________________________________________________________
031 FNMA-Unable to contact borrower
____________________________________________________________________________________________________________________
INC FNMA-Incarceration
____________________________________________________________________________________________________________________
The FNMA Delinquent Status Code field should show the Status of Default as follows:
__________________________________________________________________________________________________________________
Status Code Status Description
__________________________________________________________________________________________________________________
09 Forbearance
__________________________________________________________________________________________________________________
17 Pre-foreclosure Sale Closing Plan Accepted
__________________________________________________________________________________________________________________
24 Government Seizure
__________________________________________________________________________________________________________________
26 Refinance
__________________________________________________________________________________________________________________
27 Assumption
__________________________________________________________________________________________________________________
28 Modification
__________________________________________________________________________________________________________________
29 Charge-Off
__________________________________________________________________________________________________________________
30 Third Party Sale
__________________________________________________________________________________________________________________
31 Probate
__________________________________________________________________________________________________________________
32 Military Indulgence
__________________________________________________________________________________________________________________
43 Foreclosure Started
__________________________________________________________________________________________________________________
44 Deed-in-Lieu Started
__________________________________________________________________________________________________________________
49 Assignment Completed
__________________________________________________________________________________________________________________
61 Second Lien Considerations
__________________________________________________________________________________________________________________
62 Veteran's Affairs-No Bid
__________________________________________________________________________________________________________________
63 Veteran's Affairs-Refund
__________________________________________________________________________________________________________________
64 Veteran's Affairs-Buydown
__________________________________________________________________________________________________________________
65 Chapter 7 Bankruptcy
__________________________________________________________________________________________________________________
66 Chapter 11 Bankruptcy
__________________________________________________________________________________________________________________
67 Chapter 13 Bankruptcy
__________________________________________________________________________________________________________________
EXHIBIT H-3
FORM OF REALIZED LOSS CALCULATION
Calculation of Realized Loss/Gain Form 332 - Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and all credits as separate line
items. Claim packages are due on the remittance report date. Late submissions may result in claims not
being passed until the following month. The Servicer is responsible to remit all funds pending loss
approval and /or resolution of any disputed items.
The numbers on the 332 form correspond with the numbers listed below.
Liquidation and Acquisition Expenses:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization
Schedule from date of default through liquidation breaking out the net interest and servicing
fees advanced is required.
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. For documentation, an Amortization Schedule
from date of default through liquidation breaking out the net interest and servicing fees
advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as
calculated on a monthly basis. For documentation, an Amortization Schedule from date of default
through liquidation breaking out the net interest and servicing fees advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form - breakdown required showing period
of coverage, base tax, interest, penalty. Advances prior to default require evidence of
servicer efforts to recover advances.
* For escrow advances - complete payment history (to calculate advances from last positive
escrow balance forward)
* Other expenses - copies of corporate advance history showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and WFB's approved Servicing
Officer Certification
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow Agent /
Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part
B/Supplemental proceeds.
Total Realized Loss (or Amount of Any Gain)
23. The total derived from subtracting line 22 from 13. If the amount represents a realized gain,
show the amount in parenthesis ( ).
Prepared by: __________________ Date: _______________
Phone: ______________________ Email Address:_____________________
____________________________________________________________________________________________________________________________________
Servicer Loan No. Servicer Name Servicer Address
____________________________________________________________________________________________________________________________________
XXXXX FARGO BANK, N.A. Loan No._____________________________
Borrower's Name: _________________________________________________________
Property Address: _________________________________________________________
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If "Yes", provide deficiency or cramdown amount _______________________________
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan $ ________________(1)
(2) Interest accrued at Net Rate ________________(2)
(3) Accrued Servicing Fees ________________(3)
(4) Attorney's Fees ________________(4)
(5) Taxes (see page 2) ________________(5)
(6) Property Maintenance ________________(6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________(7)
(8) Utility Expenses ________________(8)
(9) Appraisal/BPO ________________(9)
(10) Property Inspections ________________(10)
(11) FC Costs/Other Legal Expenses ________________(11)
(12) Other (itemize) ________________(12)
Cash for Keys__________________________ ________________(12)
HOA/Condo Fees_______________________ ________________(12)
______________________________________ ________________(12)
Total Expenses $ ________________(13)
Credits:
(14) Escrow Balance $ ________________(14)
(15) HIP Refund ________________(15)
(16) Rental Receipts ________________(16)
(17) Hazard Loss Proceeds ________________(17)
(18) Primary Mortgage Insurance / Gov't Insurance ________________(18a) HUD Part A
________________(18b) HUD
Part B
(19) Pool Insurance Proceeds ________________(19)
(20) Proceeds from Sale of Acquired Property ________________(20)
(21) Other (itemize) ________________(21)
_________________________________________ ________________(21)
Total Credits $ ________________(22)
Total Realized Loss (or Amount of Gain) $ ________________(23)
Escrow Disbursement Detail
_____________________________________________________________________________________________________________________________________________________________
Type Date Paid Period of Coverage Total Paid Base Amount Penalties Interest
(Tax /Ins.)
_____________________________________________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________________________________________________
EXHIBIT H-4
REPORTING DATA FOR MODIFIED MORTGAGE LOANS
With respect to Modified Mortgage Loans and the related Distribution Date:
(a) the following information with respect to all Mortgage Loans that became Modified Mortgage
Loans during the related Collection Period:
(1) Loan Number;
(2) Loan Group;
(3) Transaction Identifier (code indicating the related Series);
(4) Modification Date;
(5) Unpaid Principal Balance Prior to Modification;
(6) Unpaid Principal Balance Post Modification;
(7) Scheduled Payment Prior to Modification;
(8) Scheduled Payment Post Modification;
(9) Total Capitalized Amount;
(10) Scheduled Balloon Payment Amount Prior to Modification;
(11) Scheduled Balloon Payment Amount Created by Modification;
(12) Scheduled Balloon Payment Date Prior to Modification;
(13) Scheduled Balloon Payment Date Created by Modification;
(14) Mortgage Rate Prior to Modification;
(15) Mortgage Rate Post Modification;
(16) Maturity Date Prior to Modification;
(17) Maturity Date Post Modification;
(18) Number of Days Delinquent Prior to Modification;
(19) Number of Days Delinquent Post Modification;
(20) Delinquency Status Prior to Modification;
(21) Delinquency Status Post Modification;
(22) Amount Accepted (if Less Than the Outstanding Principal Balance) in Satisfaction of
Such Mortgage Loan; and
(23) Shortfall Created by Acceptance of Amount Less than the Outstanding Principal Balance
of Such Mortgage Loan; and
(b) the information listed in clause (a) above with respect to all Mortgage Loans that became
Modified Mortgage Loans during Collection Periods prior to the related Collection Period.
EXHIBIT I
FORM OF TRUST RECEIPT AND INITIAL CERTIFICATION
[_________________, 200_]
U.S. Bank National Association
as Trustee for the
[Name of Series Trust]
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
[Name of Series Trust]
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 [Cut-off Date of Series], 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
[Name of Series Trust]
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
[Name of Series Trust]
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 [Cut-off Date of Series], 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: [Custodian]
In connection with the administration of the Mortgage Loans held by you as Custodian on behalf
of the Trustee under the Series Supplement dated as of ___________________ and the Standard Terms of Pooling and
Servicing Agreement dated May 1, 2007 (collectively, the "Agreement") by and among the Depositor, the Seller(s),
the Master Servicer, the Trust Administrator, the Special Servicer, the Modification Oversight Agent, the Trustee
and the Servicers that are party to the Series Supplement, the undersigned hereby requests a release of the
Mortgage File held by you as Custodian 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 Agreement.)
____ 2. Mortgage Loan repurchased. (The Servicer hereby certifies that the Purchase Price has been credited to the Certificate
Account pursuant to the 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 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 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, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
Xxxxx Fargo Bank, N.A.,
as Trust Administrator for the
[Name of Series Trust]
0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, XX 00000
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, (c) to the extent we are
disposing of a Class AR Certificate, we have no knowledge the Transferee is not a Permitted Transferee and (d) to
the extent we are disposing of a Certificate in reliance upon Regulation S under the Act, that such transfer has
been effected pursuant to and in accordance with Regulation S under the Act, and accordingly that:
(1) the offer of the Certificates was not made to a person in the United States;
[(2) at the time the buy order was originated, the transferee was outside the United
States or we and any person acting on our behalf reasonably believed that the
transferee was outside the United States;]*
[(2) the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither us nor any person acting on our behalf knows
that the transaction was prearranged with a buyer in the United States;]*
* Insert one of these two provisions.
(3) no directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or 904(b) of Regulation S, as applicable; and
(4) the transaction is not part of a plan or scheme to evade the registration
requirements of the Act.
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, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
Xxxxx Fargo Bank, N.A.,
as Trust Administrator for the
[Name of Series Trust]
0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, XX 00000
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 Series Supplement dated as of ___________________ and the Standard Terms of Pooling and Servicing
Agreement dated May 1, 2007 (collectively, the "Agreement") by and among the Depositor, the Seller(s), the Master
Servicer, the Trust Administrator, the Special Servicer, the Modification Oversight Agent, the Trustee and the
Servicers that are party to the Series Supplement.
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, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
Xxxxx Fargo Bank, N.A.,
as Trust Administrator for the
[Name of Series Trust]
0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, XX 00000
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 M-3
FORM OF REGULATION S LETTER
Credit Suisse First Boston Mortgage Securities Corp.
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
Xxxxx Fargo Bank, N.A.,
as Trust Administrator for the
[Name of Series Trust]
0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, XX 00000
Re: [__________________] Mortgage-Backed Pass-Through Certificates, Series 200 - (the
"Certificates")
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 not a "U.S. person" within the meaning of
Regulation S under the Act (a "Non-U.S. Person"), (g) we are aware that the sale to us is being made in reliance
on Regulation S, and (h) we are acquiring the Certificates for our own account or for resale pursuant to
Regulation S under the Act 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, (B) to a Non-U.S. Person in accordance with Regulation S under the Act or
(C) pursuant to another exemption from registration under the Act.
Very truly yours,
[Print Name of Transferee]
By:_____________________________________
Name:
Title:
EXHIBIT N
FORM OF TRANSFEREE 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 Trust Administrator 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 Series Supplement dated as of
___________________ and the Standard Terms of Pooling and Servicing Agreement dated May 1, 2007 (collectively,
the "Agreement") by and among the Depositor, the Seller(s), the Master Servicer, the Trust Administrator, the
Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers that are party to the Series
Supplement, 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 and the Trust Administrator 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
Xxxxx Fargo Bank, N.A.,
as Trust Administrator for the
[Name of Series Trust]
0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, XX 00000
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 Series Supplement dated as of ___________________ and
the Standard Terms of Pooling and Servicing Agreement dated May 1, 2007 (collectively, the "Agreement") by and
among the Depositor, the Seller(s), the Master Servicer, the Trust Administrator, the Special Servicer, the
Modification Oversight Agent, the Trustee and the Servicers that are party to the Series Supplement. All terms
used herein and not otherwise defined shall have the meanings set forth in the Agreement. The Seller hereby
certifies, represents and warrants to, and covenants with, the Depositor, the Trust Administrator 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 Trust Administrator a
transfer affidavit and agreement in the form attached to the 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 transaction) Number
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
EXHIBIT Q
FORM OF SPS 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 Total: 0.00
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
______________
* 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.
EXHIBIT R
RELEVANT SERVICING CRITERIA
The assessment of compliance to be delivered by the Master Servicer and the Trust Administrator shall
address, at a minimum, the criteria identified as below as "Applicable Servicing Criteria" with respect to such
party:
Where there are multiple checks for criteria the attesting party will identify in their management assertion that
they are attesting only to the portion of the distribution chain they are responsible for in the related
transaction agreements.
__________________________________________________________________________________________________________________________________________________________
Regulation AB Reference Servicing Criteria Servicers Master Servicer Trust Administrator
__________________________________________________________________________________________________________________________________________________________
General Servicing Considerations
__________________________________________________________________________________________________________________________________________________________
1122(d)(1)(i) Policies and procedures are instituted to monitor X X X
any performance or other triggers and events of
default in accordance with the transaction
agreements.
__________________________________________________________________________________________________________________________________________________________
1122(d)(1)(ii) If any material servicing activities are outsourced X X
to third parties, policies and procedures are
instituted to monitor the third party's performance
and compliance with such servicing activities.
__________________________________________________________________________________________________________________________________________________________
1122(d)(1)(iii) Any requirements in the transaction agreements to
maintain a back-up servicer for the Pool Assets are
maintained.
__________________________________________________________________________________________________________________________________________________________
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is X X
in effect on the party participating in the
servicing function throughout the reporting period
in the amount of coverage required by and otherwise
in accordance with the terms of the transaction
agreements.
__________________________________________________________________________________________________________________________________________________________
Cash Collection and Administration
__________________________________________________________________________________________________________________________________________________________
1122(d)(2)(i) Payments on pool assets are deposited into the X X X
appropriate custodial bank accounts and related bank
clearing accounts no more than two business days
following receipt, or such other number of days
specified in the transaction agreements.
__________________________________________________________________________________________________________________________________________________________
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an X X X
obligor or to an investor are made only by
authorized personnel.
__________________________________________________________________________________________________________________________________________________________
1122(d)(2)(iii) Advances of funds or guarantees regarding X X
collections, cash flows or distributions, and any
interest or other fees charged for such advances,
are made, reviewed and approved as specified in the
transaction agreements.
__________________________________________________________________________________________________________________________________________________________
1122(d)(2)(iv) The related accounts for the transaction, such as X X X
cash reserve accounts or accounts established as a
form of over collateralization, are separately
maintained (e.g., with respect to commingling of
cash) as set forth in the transaction agreements.
__________________________________________________________________________________________________________________________________________________________
1122(d)(2)(v) Each custodial account is maintained at a federally X X X
insured depository institution as set forth in the
transaction agreements. For purposes of this
criterion, "federally insured depository
institution" with respect to a foreign financial
institution means a foreign financial institution
that meets the requirements of Rule 13k-1(b)(1) of
the Securities Exchange Act.
__________________________________________________________________________________________________________________________________________________________
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent X
unauthorized access.
__________________________________________________________________________________________________________________________________________________________
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for X X X
all asset-backed securities related bank accounts,
including custodial accounts and related bank
clearing accounts. These reconciliations are (A)
mathematically accurate; (B) prepared within 30
calendar days after the bank statement cutoff date,
or such other number of days specified in the
transaction agreements; (C) reviewed and approved by
someone other than the person who prepared the
reconciliation; and (D) contain explanations for
reconciling items. These reconciling items are
resolved within 90 calendar days of their original
identification, or such other number of days
specified in the transaction agreements.
__________________________________________________________________________________________________________________________________________________________
Investor Remittances and Reporting
__________________________________________________________________________________________________________________________________________________________
1122(d)(3)(i) Reports to investors, including those to be filed X X X
with the Commission, are maintained in accordance
with the transaction agreements and applicable
Commission requirements. Specifically, such reports
(A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements;
(B) provide information calculated in accordance
with the terms specified in the transaction
agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree
with investors' or the trustee's records as to the
total unpaid principal balance and number of Pool
Assets serviced by the Servicer.
__________________________________________________________________________________________________________________________________________________________
1122(d)(3)(ii) Amounts due to investors are allocated and remitted X X X
in accordance with timeframes, distribution priority
and other terms set forth in the transaction
agreements.
__________________________________________________________________________________________________________________________________________________________
1122(d)(3)(iii) Disbursements made to an investor are posted within X X X
two business days to the Servicer's investor
records, or such other number of days specified in
the transaction agreements.
__________________________________________________________________________________________________________________________________________________________
1122(d)(3)(iv) Amounts remitted to investors per the investor X X X
reports agree with cancelled checks, or other form
of payment, or custodial bank statements.
__________________________________________________________________________________________________________________________________________________________
Pool Asset Administration
__________________________________________________________________________________________________________________________________________________________
1122(d)(4)(i) Collateral or security on pool assets is maintained X
as required by the transaction agreements or related
pool asset documents.
__________________________________________________________________________________________________________________________________________________________
1122(d)(4)(ii) Pool assets and related documents are safeguarded X
as required by the transaction agreements
__________________________________________________________________________________________________________________________________________________________
1122(d)(4)(iii) Any additions, removals or substitutions to the X
asset pool are made, reviewed and approved in
accordance with any conditions or requirements in
the transaction agreements.
__________________________________________________________________________________________________________________________________________________________
1122(d)(4)(iv) Payments on pool assets, including any payoffs, made X
in accordance with the related pool asset documents
are posted to the Servicer's obligor records
maintained no more than two business days after
receipt, or such other number of days specified in
the transaction agreements, and allocated to
principal, interest or other items (e.g., escrow) in
accordance with the related pool asset documents.
__________________________________________________________________________________________________________________________________________________________
1122(d)(4)(v) The Servicer's records regarding the pool assets X
agree with the Servicer's records with respect to an
obligor's unpaid principal balance.
__________________________________________________________________________________________________________________________________________________________
1122(d)(4)(vi) Changes with respect to the terms or status of an X
obligor's pool assets (e.g., loan modifications or
re-agings) are made, reviewed and approved by
authorized personnel in accordance with the
transaction agreements and related pool asset
documents.
__________________________________________________________________________________________________________________________________________________________
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., X
forbearance plans, modifications and deeds in lieu
of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded
in accordance with the timeframes or other
requirements established by the transaction
agreements.
__________________________________________________________________________________________________________________________________________________________
1122(d)(4)(viii) Records documenting collection efforts are X
maintained during the period a pool asset is
delinquent in accordance with the transaction
agreements. Such records are maintained on at least
a monthly basis, or such other period specified in
the transaction agreements, and describe the
entity's activities in monitoring delinquent pool
assets including, for example, phone calls, letters
and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or
unemployment).
__________________________________________________________________________________________________________________________________________________________
1122(d)(4)(ix) Adjustments to interest rates or rates of return for X
pool assets with variable rates are computed based
on the related pool asset documents.
__________________________________________________________________________________________________________________________________________________________
1122(d)(4)(x) Regarding any funds held in trust for an obligor X
(such as escrow accounts): (A) such funds are
analyzed, in accordance with the obligor's pool
asset documents, on at least an annual basis, or
such other period specified in the transaction
agreements; (B) interest on such funds is paid, or
credited, to obligors in accordance with applicable
pool asset documents and state laws; and (C) such
funds are returned to the obligor within 30 calendar
days of full repayment of the related pool assets,
or such other number of days specified in the
transaction agreements.
__________________________________________________________________________________________________________________________________________________________
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax X
or insurance payments) are made on or before the
related penalty or expiration dates, as indicated on
the appropriate bills or notices for such payments,
provided that such support has been received by the
servicer at least 30 calendar days prior to these
dates, or such other number of days specified in the
transaction agreements.
__________________________________________________________________________________________________________________________________________________________
1122(d)(4)(xii) Any late payment penalties in connection with any X
payment to be made on behalf of an obligor are paid
from the Servicer's funds and not charged to the
obligor, unless the late payment was due to the
obligor's error or omission.
__________________________________________________________________________________________________________________________________________________________
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are X
posted within two business days to the obligor's
records maintained by the servicer, or such other
number of days specified in the transaction
agreements.
__________________________________________________________________________________________________________________________________________________________
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible X X
accounts are recognized and recorded in accordance
with the transaction agreements.
__________________________________________________________________________________________________________________________________________________________
1122(d)(4)(xv) Any external enhancement or other support,
identified in Item 1114(a)(1) through (3) or Item
1115 of Regulation AB, is maintained as set forth in
the transaction agreements.
__________________________________________________________________________________________________________________________________________________________
[NAME OF COMPANY]
Date: _________________________
By:
Name: ________________________________
Title: ________________________________
EXHIBIT S
ADDITIONAL FORM 10-D DISCLOSURE
__________________________________________________________________________________________________________________________________________________________
ADDITIONAL FORM 10-D DISCLOSURE
__________________________________________________________________________________________________________________________________________________________
Item on Form 10-D Party Responsible
__________________________________________________________________________________________________________________________________________________________
Item 1: Distribution and Pool Performance Information
__________________________________________________________________________________________________________________________________________________________
Information included in the [Monthly Statement] Servicer
Master Servicer
Trust Administrator
__________________________________________________________________________________________________________________________________________________________
Any information required by 1121 which is NOT included on the [Monthly Depositor
Statement]
__________________________________________________________________________________________________________________________________________________________
Item 2: Legal Proceedings
Any legal proceeding pending against the following entities or their
respective property, that is material to Certificateholders, including any
proceeding sknown to be contemplated by governmental authorities:
__________________________________________________________________________________________________________________________________________________________
o Issuing Entity (Trust Fund) Trustee, Master Servicer, Trust Administrator and Depositor
__________________________________________________________________________________________________________________________________________________________
o Sponsor (Seller) Seller (if a party to the Agreement) or Depositor
__________________________________________________________________________________________________________________________________________________________
o Depositor Depositor
__________________________________________________________________________________________________________________________________________________________
o Trustee Trustee
__________________________________________________________________________________________________________________________________________________________
o Trust Administrator Trust Administrator
__________________________________________________________________________________________________________________________________________________________
o Master Servicer Master Servicer
__________________________________________________________________________________________________________________________________________________________
o Custodian Custodian
__________________________________________________________________________________________________________________________________________________________
o 1110(b) Originator Depositor
__________________________________________________________________________________________________________________________________________________________
o Any 1108(a)(2) Servicer (other than the Master Servicer or Trust Servicer
Administrator)
__________________________________________________________________________________________________________________________________________________________
o Any other party contemplated by 1100(d)(1) Depositor
__________________________________________________________________________________________________________________________________________________________
Item 3: Sale of Securities and Use of Proceeds Depositor
Information from Item 2(a) of Part II of Form 10-Q:
With respect to any sale of securities by the sponsor, depositor or
issuing entity, that are backed by the same asset pool or are otherwise
issued by the issuing entity, whether or not registered, provide the sales
and use of proceeds information in Item 701 of Regulation S-K. Pricing
information can be omitted if securities were not registered.
__________________________________________________________________________________________________________________________________________________________
Item 4: Defaults Upon Senior Securities Trust Administrator
Information from Item 3 of Part II of Form 10-Q: Trustee
Report the occurrence of any Event of Default (after expiration of any
grace period and provision of any required notice)
__________________________________________________________________________________________________________________________________________________________
Item 5: Submission of Matters to a Vote of Security Holders Trust Administrator
Information from Item 4 of Part II of Form 10-Q Trustee
__________________________________________________________________________________________________________________________________________________________
Item 6: Significant Obligors of Pool Assets Depositor
Item 1112(b) - Significant Obligor Financial Information*
__________________________________________________________________________________________________________________________________________________________
*This information need only be reported on the Form 10-D for the
distribution period in which updated information is required pursuant to
the Item.
__________________________________________________________________________________________________________________________________________________________
Item 7: Significant Enhancement Provider Information
Item 1114(b)(2) - Credit Enhancement Provider Financial Information*
__________________________________________________________________________________________________________________________________________________________
o Determining applicable disclosure threshold Depositor
__________________________________________________________________________________________________________________________________________________________
o Requesting required financial information (including any required Depositor
accountants' consent to the use thereof) or effecting incorporation by
reference
__________________________________________________________________________________________________________________________________________________________
Item 1115(b) - Derivative Counterparty Financial Information*
__________________________________________________________________________________________________________________________________________________________
o Determining current maximum probable exposure Depositor
__________________________________________________________________________________________________________________________________________________________
o Determining current significance percentage Depositor
__________________________________________________________________________________________________________________________________________________________
o Requesting required financial information (including any required Depositor
accountants' consent to the use thereof) or effecting incorporation by
reference
__________________________________________________________________________________________________________________________________________________________
*This information need only be reported on the Form 10-D for the
distribution period in which updated information is required pursuant to
the Items.
__________________________________________________________________________________________________________________________________________________________
Item 8: Other Information Any party responsible for the applicable Form 8-K Disclosure item
Disclose any information required to be reported on Form 8-K during the
period covered by the Form 10-D but not reported
__________________________________________________________________________________________________________________________________________________________
Item 9: Exhibits
__________________________________________________________________________________________________________________________________________________________
Monthly Statement to Certificateholders Trust Administrator
__________________________________________________________________________________________________________________________________________________________
Exhibits required by Item 601 of Regulation S-K, such as material Depositor
agreements
__________________________________________________________________________________________________________________________________________________________
EXHIBIT T
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; and
(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; and
(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; and
(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 that were delinquent, using the
OTS method (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 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 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; and
(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.
(vi) 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; and
(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.
(vii) With respect to Modified Mortgage Loans and the related Distribution Date:
(a) the following information with respect to all Mortgage Loans that became Modified Mortgage
Loans during the related Collection Period:
(1) Loan Number;
(2) Loan Group;
(3) Transaction Identifier (code indicating the related Series);
(4) Modification Date;
(5) Unpaid Principal Balance Prior to Modification;
(6) Unpaid Principal Balance Post Modification;
(7) Scheduled Payment Prior to Modification;
(8) Scheduled Payment Post Modification;
(9) Total Capitalized Amount;
(10) Scheduled Balloon Payment Amount Prior to Modification;
(11) Scheduled Balloon Payment Amount Created by Modification;
(12) Scheduled Balloon Payment Date Prior to Modification;
(13) Scheduled Balloon Payment Date Created by Modification;
(14) Mortgage Rate Prior to Modification;
(15) Mortgage Rate Post Modification;
(16) Maturity Date Prior to Modification;
(17) Maturity Date Post Modification;
(18) Number of Days Delinquent Prior to Modification;
(19) Number of Days Delinquent Post Modification;
(20) Delinquency Status Prior to Modification;
(21) Delinquency Status Post Modification;
(22) Amount Accepted (if Less Than the Outstanding Principal Balance) in Satisfaction of
Such Mortgage Loan; and
(23) Shortfall Created by Acceptance of Amount Less than the Outstanding Principal Balance
of Such Mortgage Loan; and
(b) the information listed in clause (a) above with respect to all Mortgage Loans that became
Modified Mortgage Loans during Collection Periods prior to the related Collection Period.
EXHIBIT U
FORM 8-K DISCLOSURE INFORMATION
_________________________________________________________________________________________________________________________________________________________
FORM 8-K DISCLOSURE INFORMATION
_________________________________________________________________________________________________________________________________________________________
Item on Form 8-K Party Responsible
_________________________________________________________________________________________________________________________________________________________
Item 1.01- Entry into a Material Definitive Agreement All parties (as to themselves)
Disclosure is required regarding entry into or amendment of any definitive
agreement that is material to the securitization, even if depositor is not
a party.
Examples: servicing agreement, custodial agreement.
Note: disclosure not required as to definitive agreements that are fully
disclosed in the prospectus
_________________________________________________________________________________________________________________________________________________________
Item 1.02- Termination of a Material Definitive Agreement All parties (as to themselves)
Disclosure is required regarding termination of any definitive agreement
that is material to the securitization (other than expiration in
accordance with its terms), even if depositor is not a party.
Examples: servicing agreement, custodial agreement.
_________________________________________________________________________________________________________________________________________________________
Item 1.03- Bankruptcy or Receivership Depositor
Disclosure is required regarding the bankruptcy or receivership, with
respect to any of the following:
_________________________________________________________________________________________________________________________________________________________
o Sponsor (Seller) Depositor/Sponsor (Seller)
_________________________________________________________________________________________________________________________________________________________
o Depositor Depositor
_________________________________________________________________________________________________________________________________________________________
o Master Servicer Master Servicer
_________________________________________________________________________________________________________________________________________________________
o Affiliated Servicer Servicer
_________________________________________________________________________________________________________________________________________________________
Other Servicer servicing 20% or more of the pool assets at the time of Servicer
the report
_________________________________________________________________________________________________________________________________________________________
o Other material servicers Servicer
_________________________________________________________________________________________________________________________________________________________
o Trustee Trustee
_________________________________________________________________________________________________________________________________________________________
o Trust Administrator Trust Administrator
_________________________________________________________________________________________________________________________________________________________
o Significant Obligor Depositor
_________________________________________________________________________________________________________________________________________________________
o Credit Enhancer (10% or more) Depositor
_________________________________________________________________________________________________________________________________________________________
o Derivative Counterparty Depositor
_________________________________________________________________________________________________________________________________________________________
o Custodian Custodian
_________________________________________________________________________________________________________________________________________________________
Item 2.04- Triggering Events that Accelerate or Increase a Direct Depositor
Financial Obligation or an Obligation under an Off-Balance Sheet Master Servicer
Arrangement Trust Administrator
Includes an early amortization, performance trigger or other event,
including event of default, that would materially alter the payment
priority/distribution of cash flows/amortization schedule.
Disclosure will be made of events other than waterfall triggers which are
disclosed in the monthly statements to the certificateholders.
_________________________________________________________________________________________________________________________________________________________
Item 3.03- Material Modification to Rights of Security Holders Trust Administrator
Disclosure is required of any material modification to documents defining Depositor
the rights of Certificateholders, including the Agreement.
_________________________________________________________________________________________________________________________________________________________
Item 5.03- Amendments of Articles of Incorporation or Bylaws; Change of Depositor
Fiscal Year
Disclosure is required of any amendment "to the governing documents of the
issuing entity".
_________________________________________________________________________________________________________________________________________________________
Item 6.01- ABS Informational and Computational Material Depositor
_________________________________________________________________________________________________________________________________________________________
Item 6.02- Change of Servicer or Trust Administrator Master Servicer/Trust Administrator/Depositor/
Requires disclosure of any removal, replacement, substitution or addition Servicer/Trustee
of any master servicer, affiliated servicer, other servicer servicing 10%
or more of pool assets at time of report, other material servicers or
trustee.
_________________________________________________________________________________________________________________________________________________________
Reg AB disclosure about any new servicer or master servicer is also Servicer/Master Servicer/Depositor
required.
_________________________________________________________________________________________________________________________________________________________
Reg AB disclosure about any new Trustee is also required. Trustee
_________________________________________________________________________________________________________________________________________________________
Item 6.03- Change in Credit Enhancement or External Support Depositor/Trust Administrator
Covers termination of any enhancement in manner other than by its terms,
the addition of an enhancement, or a material change in the enhancement
provided. Applies to external credit enhancements as well as
derivatives.
_________________________________________________________________________________________________________________________________________________________
Reg AB disclosure about any new enhancement provider is also required. Depositor
_________________________________________________________________________________________________________________________________________________________
Item 6.04- Failure to Make a Required Distribution Trust Administrator
_________________________________________________________________________________________________________________________________________________________
Item 6.05- Securities Act Updating Disclosure Depositor
If any material pool characteristic differs by 5% or more at the time of
issuance of the securities from the description in the final prospectus,
provide updated Reg AB disclosure about the actual asset pool.
_________________________________________________________________________________________________________________________________________________________
If there are any new servicers or originators required to be disclosed Depositor
under Regulation AB as a result of the foregoing, provide the information
called for in Items 1108 and 1110 respectively.
_________________________________________________________________________________________________________________________________________________________
Item 7.01- Reg FD Disclosure All parties (as to themselves)
_________________________________________________________________________________________________________________________________________________________
Item 8.01- Other Events Depositor
Any event, with respect to which information is not otherwise called for
in Form 8-K, that the registrant deems of importance to certificateholders.
_________________________________________________________________________________________________________________________________________________________
Item 9.01- Financial Statements and Exhibits Responsible party for reporting/disclosing the financial statement or
exhibit
_________________________________________________________________________________________________________________________________________________________
EXHIBIT V
FORM OF BACK-UP CERTIFICATION
Re: The Series Supplement dated as of ___________________ and the Standard Terms of
Pooling and Servicing Agreement dated May 1, 2007 (collectively, the "Agreement") by
and among the Depositor, the Seller(s), the Master Servicer, the Trust Administrator,
the Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers
that are party to the Series Supplement.
I, _______________________, the ________________________ of [NAME OF COMPANY] (the "Company"), certify
to the Depositor, the Master Servicer, the Trust Administrator, and their officers, with the knowledge and intent
that they will rely upon this certification, that:
(1) I have reviewed (i) the servicer compliance statement of the Company provided in accordance
with Section 13.06 of the Agreement (the "Compliance Statement"), (ii) the report on assessment of the Company's
compliance with the servicing criteria provided in accordance with Section 13.07 of the Agreement, (iii) the
registered public accounting firm's attestation report provided in accordance with Section 13.08 of the Agreement
(the "Attestation Report"), and all servicing reports, officer's certificates and other information relating to
the servicing of the Mortgage Loans by the Company during 200[ ] that were delivered by the Company to the Trust
Administrator pursuant to the Agreement (collectively, the "Company Servicing Information");
(2) Based, on my knowledge, the Company Servicing Information, 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 the light of the circumstances under which such statements were made, not misleading with respect to the
period of time covered by the Company Servicing Information;
(3) Based on my knowledge, all of the Company Servicing Information required to be provided by the
Company under the Agreement has been provided to the Trust Administrator;
(4) I am responsible for reviewing the activities performed by the Company as servicer under the
Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance Statement
and except as disclosed in the Compliance Statement, the Servicing Assessment or the Attestation Report, the
Company has fulfilled its obligations under the Agreement in all material respects; and
(5) The Compliance Statement required to be delivered by the Company pursuant to the Agreement, and
the Servicing Assessment and Attestation Report required to be provided by the Company and any Sub-Servicer or
Subcontractor pursuant to the Agreement, have been provided to Trust Administrator. Any material instances of
noncompliance described in such reports have been disclosed to Trust Administrator. Any material instance of
noncompliance with the Servicing Criteria has been disclosed in such reports.
By: ______________________________________
Name:
Title
Date:
EXHIBIT W
ADDITIONAL DISCLOSURE NOTIFICATION
Xxxxx Fargo Bank, N.A.
Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
Email: xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx
Attn: Corporate Trust Services- CSFBMSC, [Name of Series Trust], Adjustable Rate Mortgage-Backed Pass-Through
Certificates, [Series Name]-SEC REPORT PROCESSING
Credit Suisse First Boston Mortgage Securities Corp.
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required
Ladies and Gentlemen:
In accordance with Article XIII of the Series Supplement dated as of ___________________ and the Standard Terms
of Pooling and Servicing Agreement dated May 1, 2007 (collectively, the "Agreement") by and among the Depositor,
the Seller(s), the Master Servicer, the Trust Administrator, the Special Servicer, the Modification Oversight
Agent, the Trustee and the Servicers that are party to the Series Supplement, the undersigned, as [
], hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on
Form [10-D] [ 10-K] [8-K].
Description of Additional Form [10-D][10-K][8-K] Disclosure:
List of any Attachments hereto to be included in the Additional Form [10-D][ 10-K][8-K] Disclosure:
Any inquiries related to this notification should be directed to [ ], phone number:
[ ]; email address: [ ].
[NAME OF PARTY],
as [role]
By:_________________________________________
Name:
Title:
EXHIBIT X
[RESERVED]
EXHIBIT Y
ADDITIONAL FORM 10-K DISCLOSURE
_________________________________________________________________________________________________________________________________________________________
ADDITIONAL FORM 10-K DISCLOSURE
_________________________________________________________________________________________________________________________________________________________
Item on Form 10-K Party Responsible
_________________________________________________________________________________________________________________________________________________________
Item 1B: Unresolved Staff Comments Depositor
_________________________________________________________________________________________________________________________________________________________
Item 9B: Other Information Any party responsible for disclosure items on Form 8-K
Disclose any information required to be reported on Form 8-K during the
fourth quarter covered by the Form 10-K but not reported
_________________________________________________________________________________________________________________________________________________________
Item 15: Exhibits, Financial Statement Schedules Trust Administrator
Depositor
_________________________________________________________________________________________________________________________________________________________
Reg AB Item 1112(b): Significant Obligors of Pool Assets
_________________________________________________________________________________________________________________________________________________________
Significant Obligor Financial Information* Depositor
_________________________________________________________________________________________________________________________________________________________
*This information need only be reported on the Form 10-D for the
distribution period in which updated information is required pursuant to
the Item.
_________________________________________________________________________________________________________________________________________________________
Reg AB Item 1114(b)(2): Credit Enhancement Provider Financial Information
_________________________________________________________________________________________________________________________________________________________
o Determining applicable disclosure threshold Depositor
_________________________________________________________________________________________________________________________________________________________
o Requesting required financial information (including any required Depositor
accountants' consent to the use thereof) or effecting incorporation by
reference
_________________________________________________________________________________________________________________________________________________________
*This information need only be reported on the Form 10-D for the
distribution period in which updated information is required pursuant to
the Items.
_________________________________________________________________________________________________________________________________________________________
Reg AB Item 1115(b): Derivative Counterparty Financial Information
_________________________________________________________________________________________________________________________________________________________
o Determining current maximum probable exposure Depositor
_________________________________________________________________________________________________________________________________________________________
o Determining current significance percentage Depositor
_________________________________________________________________________________________________________________________________________________________
o Requesting required financial information (including any required Depositor
accountants' consent to the use thereof) or effecting incorporation by
reference
_________________________________________________________________________________________________________________________________________________________
*This information need only be reported on the Form 10-D for the
distribution period in which updated information is required pursuant to
the Items.
_________________________________________________________________________________________________________________________________________________________
Reg AB Item 1117: Legal Proceedings
Any legal proceeding pending against the following entities or their
respective property, that is material to Certificateholders, including any
proceeding sknown to be contemplated by governmental authorities:
_________________________________________________________________________________________________________________________________________________________
o Issuing Entity (Trust Fund) Trustee, Master Servicer, Trust Administrator and Depositor
_________________________________________________________________________________________________________________________________________________________
o Sponsor (Seller) Seller (if a party to the Agreement) or Depositor
_________________________________________________________________________________________________________________________________________________________
o Depositor Depositor
_________________________________________________________________________________________________________________________________________________________
o Trustee Trustee
_________________________________________________________________________________________________________________________________________________________
o Trust Administrator Trust Administrator
_________________________________________________________________________________________________________________________________________________________
o Master Servicer Master Servicer
_________________________________________________________________________________________________________________________________________________________
o Custodian Custodian
_________________________________________________________________________________________________________________________________________________________
o 1110(b) Originator Depositor
_________________________________________________________________________________________________________________________________________________________
o Any 1108(a)(2) Servicer (other than the Master Servicer or Trust Servicer
Administrator)
_________________________________________________________________________________________________________________________________________________________
o Any other party contemplated by 1100(d)(1) Depositor
_________________________________________________________________________________________________________________________________________________________
Reg AB Item 1119: Affiliations and Relationships
_________________________________________________________________________________________________________________________________________________________
Whether (a) the Sponsor (Seller), Depositor or Issuing Entity is an Depositor as to (a)
affiliate of the following parties, and (b) to the extent known and Sponsor/Seller as to (a)
material, any of the following parties are affiliated with one another:
_________________________________________________________________________________________________________________________________________________________
o Master Servicer Master Servicer
_________________________________________________________________________________________________________________________________________________________
o Trust Administrator Trust Administrator
_________________________________________________________________________________________________________________________________________________________
o Trustee Trustee
_________________________________________________________________________________________________________________________________________________________
o Any other 1108(a)(3) servicer Servicer
_________________________________________________________________________________________________________________________________________________________
o Any 1110 Originator Depositor/Sponsor
_________________________________________________________________________________________________________________________________________________________
o Any 1112(b) Significant Obligor Depositor/Sponsor
_________________________________________________________________________________________________________________________________________________________
o Any 1114 Credit Enhancement Provider Depositor/Sponsor
_________________________________________________________________________________________________________________________________________________________
o Any 1115 Derivate Counterparty Provider Depositor/Sponsor
_________________________________________________________________________________________________________________________________________________________
o Any other 1101(d)(1) material party Depositor/Sponsor
_________________________________________________________________________________________________________________________________________________________
Whether there are any "outside the ordinary course business arrangements" Depositor as to (a)
other than would be obtained in an arm's length transaction between (a) Sponsor/Seller as to (a)
the Sponsor (Seller), Depositor or Issuing Entity on the one hand, and (b)
any of the following parties (or their affiliates) on the other hand, that
exist currently or within the past two years and that are material to a
Certificateholder's understanding of the Certificates:
_________________________________________________________________________________________________________________________________________________________
o Master Servicer Master Servicer
_________________________________________________________________________________________________________________________________________________________
o Trust Administrator Trust Administrator
_________________________________________________________________________________________________________________________________________________________
o Trustee Trustee
_________________________________________________________________________________________________________________________________________________________
o Any other 1108(a)(3) servicer Servicer
_________________________________________________________________________________________________________________________________________________________
o Any 1110 Originator Depositor/Sponsor
_________________________________________________________________________________________________________________________________________________________
o Any 1112(b) Significant Obligor Depositor/Sponsor
_________________________________________________________________________________________________________________________________________________________
o Any 1114 Credit Enhancement Provider Depositor/Sponsor
_________________________________________________________________________________________________________________________________________________________
o Any 1115 Derivate Counterparty Provider Depositor/Sponsor
_________________________________________________________________________________________________________________________________________________________
o Any other 1101(d)(1) material party Depositor/Sponsor
_________________________________________________________________________________________________________________________________________________________
Whether there are any specific relationships involving the transaction or Depositor as to (a)
the pool assets between (a) the Sponsor (Seller), Depositor or Issuing Sponsor/Seller as to (a)
Entity on the one hand, and (b) any of the following parties (or their
affiliates) on the other hand, that exist currently or within the past two
years and that are material:
_________________________________________________________________________________________________________________________________________________________
o Master Servicer Master Servicer
_________________________________________________________________________________________________________________________________________________________
o Trust Administrator Trust Administrator
_________________________________________________________________________________________________________________________________________________________
o Trustee Trustee
_________________________________________________________________________________________________________________________________________________________
o Any other 1108(a)(3) servicer Servicer
_________________________________________________________________________________________________________________________________________________________
o Any 1110 Originator Depositor/Sponsor
_________________________________________________________________________________________________________________________________________________________
o Any 1112(b) Significant Obligor Depositor/Sponsor
_________________________________________________________________________________________________________________________________________________________
o Any 1114 Credit Enhancement Provider Depositor/Sponsor
_________________________________________________________________________________________________________________________________________________________
o Any 1115 Derivate Counterparty Provider Depositor/Sponsor
_________________________________________________________________________________________________________________________________________________________
o Any other 1101(d)(1) material party Depositor/Sponsor
_________________________________________________________________________________________________________________________________________________________
EXHIBIT Z
FORM OF CERTIFICATION
REGARDING SUBSTITUTION OF DEFECTIVE MORTGAGE LOANS
OFFICER'S CERTIFICATE OF DLJ MORTGAGE CAPITAL, INC.
[__________], 200_
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 Series
Supplement dated as of ___________________ and the Standard Terms of Pooling and Servicing Agreement dated May 1,
2007 (collectively, the "Agreement") by and among the Depositor, the Seller(s), the Master Servicer, the Trust
Administrator, the Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers that are
party to the Series Supplement.
DLJ MORTGAGE CAPITAL, INC.
____________________________________
Name:
Title:
SCHEDULE I
MORTGAGE LOAN SCHEDULE
(As set forth in the Series Supplement)
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. 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, the Modification Oversight Agent 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, Special Servicer and Modification Oversight Agent - Select Portfolio
Servicing, Inc.
Select Portfolio Servicing, Inc. ("SPS"), in its capacities as Servicer, Special Servicer and
Modification Oversight Agent, 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 - GreenPoint Mortgage Funding, Inc.
GreenPoint, in its capacity as Servicer, hereby makes the representations and warranties set
forth in this Schedule IIE 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) GreenPoint 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) GreenPoint 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 GreenPoint 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 GreenPoint 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
GreenPoint is a party or by which it is bound, or any statute, order, judgment, or regulation applicable
to GreenPoint of any court, regulatory body, administrative agency or governmental body having
jurisdiction over GreenPoint.
(iv) There is no action, suit, proceeding or investigation pending, or to GreenPoint's knowledge
threatened, against GreenPoint 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 GreenPoint 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 GreenPoint of the Agreement or the consummation of the transactions contemplated by the Agreement.
(vi) With respect to each GreenPoint Serviced Mortgage Loan, GreenPoint 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 IIF
Representations and Warranties of Servicer - Washington Mutual Mortgage Securities Corp.
WMMSC, in its capacity as a Servicer, hereby makes the representations and warranties set forth
in this Schedule IIF 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) WMMSC is a corporation duly incorporated, 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) WMMSC 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 WMMSC 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 WMMSC 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 WMMSC is a
party or by which it is bound, or any statute, order, judgment, or regulation applicable to WMMSC of any
court, regulatory body, administrative agency or governmental body having jurisdiction over WMMSC.
(iv) There is no action, suit, proceeding or investigation pending, or to WMMSC's knowledge
threatened, against WMMSC 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 WMMSC 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 WMMSC of the Agreement or the consummation of the transactions contemplated by the Agreement.
(vi) With respect to each WMMSC Serviced Mortgage Loan, WMMSC has caused the related Sub-Subservicer
to furnish information regarding its borrower credit files to credit reporting agencies on a monthly
basis in compliance with the provisions of the Fair Credit Reporting Act and its implementing
regulations applicable to WMMSC.
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) No Mortgage Loan is 30 days or more contractually delinquent in payment and there are
no material defaults under the terms of any Mortgage Loan;
(iii) 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;
(iv) 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;
(v) 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;
(vi) 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 4.09
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 4.09 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;
(vii) 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;
(viii) 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;
(ix) 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;
(x) 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;
(xi) 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;
(xii) 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;
(xiii) 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;
(xiv) Each Mortgage Loan has been serviced in all material respects in compliance with
accepted servicing practices;
(xv) 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;
(xvi) 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;
(xvii) 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);
(xviii) With respect to each Mortgage Loan sold by any Seller, to the knowledge of DLJMC,
(i) no borrower obtained a prepaid single-premium credit insurance policy in connection
with the origination of a 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 or as otherwise required by Xxxxxx Xxx or Xxxxxxx Mac; (iii) no such
Mortgage Loan will impose a Prepayment Penalty for a term in excess of five years;
and (iv) with respect to any Mortgage Loans that are on manufactured housing, such
housing will be the principal residence of the borrower upon origination of such
mortgage loan;
(xix) 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;
(xx) The Mortgage File contains each of the documents specified in Section 2.01(b) of this
Agreement;
(xxi) 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;
(xxii) 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);
(xxiii) 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;
(xxiv) 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;
(xxv) 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;
(xxvi) 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;
(xxvii) With respect to the Conforming 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;
(xxviii) 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;
(xxix) 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 5.7 Revised, Appendix E, in effect as of the Closing
Date; and
(xxx) 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.
