EXHIBIT 99.1
==============================================================================
CREDIT SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE CORP.,
Depositor,
DLJ MORTGAGE CAPITAL, INC.,
Seller,
GREENPOINT MORTGAGE FUNDING, INC.,
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.,
Sellers and Servicers,
CHASE MANHATTAN MORTGAGE CORPORATION,
Master Servicer
OLYMPUS SERVICING, L.P.,
Servicer and Special Servicer,
BANK ONE, NATIONAL ASSOCIATION,
Trustee
and
JPMORGAN CHASE BANK,
Trust Administrator
POOLING AND SERVICING AGREEMENT
Dated as of February 1, 2002
relating to
MORTGAGE-BACKED PASS-THROUGH CERTIFICATES,
SERIES 2002-5
==============================================================================
Table of Contents
------------------ Page
----
ARTICLE I DEFINITIONS..................................................................................11
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS
AND WARRANTIES...............................................................................53
SECTION 2.01 Conveyance of Trust Fund....................................................................53
SECTION 2.02 Acceptance by the Trustee...................................................................56
SECTION 2.03 Representations and Warranties of the Sellers, Master Servicer and Servicers................57
SECTION 2.04 Representations and Warranties of the Depositor as to the Mortgage Loans....................60
SECTION 2.05 Delivery of Opinion of Counsel in Connection with Substitutions.............................60
SECTION 2.06 Issuance of Certificates....................................................................60
SECTION 2.07 REMIC Provisions............................................................................60
SECTION 2.08 Covenants of the Master Servicer and each Servicer..........................................65
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...............................................67
SECTION 3.01 Master Servicer and Servicers to Service Mortgage Loans.....................................67
SECTION 3.02 Subservicing; Enforcement of the Obligations of Sub-Servicers...............................68
SECTION 3.03 Special Serviced Mortgage Loans.............................................................70
SECTION 3.04 Trust Administrator to Act as Master Servicer or Servicer...................................71
SECTION 3.05 Collection of Mortgage Loans; Collection Accounts; Certificate Account......................71
SECTION 3.06 Establishment of and Deposits to Escrow Accounts; Permitted Withdrawals from Escrow
Accounts; Payments of Taxes, Insurance and Other Charges....................................75
SECTION 3.07 Access to Certain Documentation and Information Regarding the Mortgage Loans;
Inspections.................................................................................76
SECTION 3.08 Permitted Withdrawals from the Collection Accounts and Certificate Account..................77
SECTION 3.09 Maintenance of Hazard Insurance; Mortgage Impairment Insurance and Mortgage Guaranty
Insurance Policy; Claims; Restoration of Mortgaged Property.................................79
SECTION 3.10 Enforcement of Due-on-Sale Clauses; Assumption Agreements...................................82
SECTION 3.11 Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans.............84
SECTION 3.12 Trustee and Trust Administrator to Cooperate; Release of Mortgage Files.....................88
SECTION 3.13 Documents, Records and Funds in Possession of the Master Servicer or a Servicer to be Held
for the Trust Administrator.................................................................89
SECTION 3.14 Servicing Fee...............................................................................89
SECTION 3.15 Access to Certain Documentation.............................................................90
SECTION 3.16 Annual Statement as to Compliance...........................................................90
SECTION 3.17 Annual Independent Public Accountants' Servicing Statement; Financial Statements............90
SECTION 3.18 Maintenance of Fidelity Bond and Errors and Omissions Insurance.............................91
ARTICLE IV PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS................................................93
SECTION 4.01 Priorities of Distribution..................................................................93
SECTION 4.02 Allocation of Losses.......................................................................106
SECTION 4.03 RESERVED...................................................................................108
SECTION 4.04 Monthly Statements to Certificateholders...................................................108
SECTION 4.05 Servicer to Cooperate......................................................................110
SECTION 4.06 Cross-Collateralization; Adjustments to Available Distribution Amount......................110
SECTION 4.07 Distributions in Reduction of the Class I-A-19, Class I-A-22, Class I-A-24, Class I-A-35,
Class I-A-51 and Class I-A-55 Certificates.................................................112
ARTICLE V ADVANCES BY A SERVICER......................................................................117
SECTION 5.01 Advances by the Master Servicer or a Servicer..............................................117
ARTICLE VI THE CERTIFICATES............................................................................119
SECTION 6.01 The Certificates...........................................................................119
SECTION 6.02 Registration of Transfer and Exchange of Certificates......................................119
i
Table of Contents
(Continued)
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SECTION 6.03 Mutilated, Destroyed, Lost or Stolen Certificates..........................................125
SECTION 6.04 Persons Deemed Owners......................................................................126
SECTION 6.05 Access to List of Certificateholders' Names and Addresses..................................126
SECTION 6.06 Maintenance of Office or Agency............................................................126
SECTION 6.07 Book-Entry Certificates....................................................................126
SECTION 6.08 Notices to Clearing Agency.................................................................127
SECTION 6.09 Definitive Certificates....................................................................127
ARTICLE VII THE DEPOSITOR, THE SELLERS, THE MASTER SERVICER, THE SERVICERS AND THE SPECIAL SERVICER.....129
SECTION 7.01 Liabilities of the Sellers, the Depositor and the Master Servicer, the Servicers or the
Special Servicer...........................................................................129
SECTION 7.02 Merger or Consolidation of the Depositor, the Sellers, the Master Servicer, the Servicers or
the Special Servicer.......................................................................129
SECTION 7.03 Limitation on Liability of the Depositor, the Sellers, the Master Servicer, the Servicers,
the Special Servicer and Others............................................................130
SECTION 7.04 Master Servicer and Servicer Not to Resign; Transfer of Servicing..........................131
SECTION 7.05 Master Servicer, Sellers and Servicers May Own Certificates................................131
ARTICLE VIII DEFAULT.....................................................................................132
SECTION 8.01 Events of Default..........................................................................132
SECTION 8.02 Trust Administrator or Master Servicer; Appointment of Successor...........................133
SECTION 8.03 Notification to Certificateholders.........................................................135
SECTION 8.04 Waiver of Events of Default................................................................135
ARTICLE IX CONCERNING THE TRUSTEE......................................................................137
SECTION 9.01 Duties of Trustee..........................................................................137
SECTION 9.02 Certain Matters Affecting the Trustee......................................................139
SECTION 9.03 Trustee Not Liable for Certificates or Mortgage Loans......................................140
SECTION 9.04 Trustee May Own Certificates...............................................................141
SECTION 9.05 Trustee's Fees and Expenses................................................................141
SECTION 9.06 Eligibility Requirements for Trustee.......................................................141
SECTION 9.07 Resignation and Removal of Trustee.........................................................142
SECTION 9.08 Successor Trustee..........................................................................142
SECTION 9.09 Merger or Consolidation of Trustee.........................................................143
SECTION 9.10 Appointment of Co-Trustee or Separate Trustee..............................................143
SECTION 9.11 Office of the Trustee......................................................................144
ARTICLE X CONCERNING THE TRUST ADMINISTRATOR..........................................................145
SECTION 10.01 Duties of Trust Administrator..............................................................145
SECTION 10.02 Certain Matters Affecting the Trust Administrator..........................................147
SECTION 10.03 Trust Administrator Not Liable for Certificates or Mortgage Loans..........................149
SECTION 10.04 Trust Administrator May Own Certificates...................................................149
SECTION 10.05 Trust Administrator's Fees and Expenses....................................................149
SECTION 10.06 Eligibility Requirements for Trust Administrator...........................................150
SECTION 10.07 Resignation and Removal of Trust Administrator.............................................150
SECTION 10.08 Successor Trust Administrator..............................................................151
SECTION 10.09 Merger or Consolidation of Trust Administrator.............................................152
SECTION 10.10 Appointment of Co-Trust Administrator or Separate Trust Administrator......................152
SECTION 10.11 Office of the Trust Administrator..........................................................153
ii
Table of Contents
(Continued)
Page
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SECTION 10.12 Tax Return.................................................................................153
SECTION 10.13 Filings....................................................................................154
SECTION 10.14 Determination of Certificate Index.........................................................154
ARTICLE XI TERMINATION.................................................................................155
SECTION 11.01 Termination upon Liquidation or Repurchase of all Mortgage Loans...........................155
SECTION 11.02 Procedure Upon Optional Termination........................................................156
SECTION 11.03 Additional Termination Requirements........................................................157
ARTICLE XII MISCELLANEOUS PROVISIONS....................................................................158
SECTION 12.01 Amendment..................................................................................158
SECTION 12.02 Recordation of Agreement; Counterparts.....................................................159
SECTION 12.03 Governing Law..............................................................................159
SECTION 12.04 Intention of Parties.......................................................................160
SECTION 12.05 Notices....................................................................................161
SECTION 12.06 Severability of Provisions.................................................................162
SECTION 12.07 Limitation on Rights of Certificateholders.................................................162
SECTION 12.08 Certificates Nonassessable and Fully Paid..................................................163
SECTION 12.09 Protection of Assets.......................................................................163
EXHIBITS
Exhibit A: Form of Class A Certificate.................................................................A-1
Exhibit B: Form of Class C-B Certificate...............................................................B-1
Exhibit C: Form of Class AR Certificate................................................................C-1
Exhibit D: Form of Class X Certificate.................................................................D-1
Exhibit E: Form of Class A-P Certificate...............................................................E-1
Exhibit F: Form of Servicer Information................................................................F-1
Exhibit G: [Reserved]..................................................................................G-1
Exhibit H: Form of Trust Receipt and Initial Certification of Trustee..................................H-1
Exhibit I: Form of Trust Receipt and Final Certification of Trustee....................................I-1
Exhibit J: Form of Request for Release.................................................................J-1
Exhibit K: Form of Transferor Certificate..............................................................K-1
Exhibit L-1: Form of Investment Letter...................................................................L-1
Exhibit L-2: Form of Rule 144A Letter....................................................................M-1
Exhibit M: Form of Investor Transfer Affidavit and Agreement...........................................N-1
Exhibit N: Form of Transfer Certificate................................................................O-1
Exhibit O: Form of Escrow Account Certificate..........................................................P-1
Exhibit P: Form of Escrow Account Letter...............................................................Q-1
Exhibit Q: Form of RMIC PMI Policy.....................................................................S-1
iii
Table of Contents
(Continued)
Page
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SCHEDULES
Schedule I: Mortgage Loan Schedule.......................................................................I-1
Schedule II: Representations and Warranties of the Sellers/Servicers.....................................II-1
Schedule III: Representations and Warranties as to the Mortgage Loans....................................III-1
Schedule IV: RMIC PMI Mortgage Loans.....................................................................IV-1
Schedule V Aggregate PAC Schedule for Class I-A-1, Class I-A-3, Class I-A-27,
Class I-A-29, Class I-A-30, Class I-A-53 and Class I-A-54 Certificates......................V-1
Schedule VI PAC Schedule for Class I-A-45 Certificates..................................................VI-1
Schedule VII PAC Schedule for Component I-A-6-1.........................................................VII-1
Schedule VIII PAC Schedule for Component I-A-6-2........................................................VIII-1
Schedule IX Aggregate TAC Schedule for Class I-A-13, Class I-A-14,
Class I-A-15, Class I-A-16, Class I-A-17, Class I-A-18,
Class I-A-19, Class I-A-20, Class I-A-22, Class I-A-23,
Class I-A-24, Class I-A-34, Class I-A-35, Class I-A-49,
Class I-A-50, Class I-A-51, Class I-A-52 and Class I-A-55
Certificates and Component I-A-6-2..........................................................IX-1
Schedule X Aggregate TAC Schedule for Class I-A-45, Class I-A-46 and Class I-A-47 Certificates..........X-1
iv
THIS POOLING AND SERVICING AGREEMENT, dated as of February
1, 2002, is hereby executed by and between CREDIT SUISSE FIRST BOSTON MORTGAGE
ACCEPTANCE CORP., a Delaware corporation, as depositor (the "Depositor"), DLJ
MORTGAGE CAPITAL, INC. ("DLJMC"), a Delaware corporation, as a seller (a
"Seller"), WASHINGTON MUTUAL MORTGAGE SECURITIES CORP. ("WMMSC"), a Delaware
corporation, in its capacity as a seller (a "Seller") and in its capacity as a
servicer (a "Servicer"), GREENPOINT MORTGAGE FUNDING, INC. ("GreenPoint"), a
New York corporation, in its capacity as a seller (a "Seller") and in its
capacity as a servicer (a "Servicer"), CHASE MANHATTAN MORTGAGE CORPORATION
("CMMC"), a New Jersey corporation, as master servicer (the "Master
Servicer"), OLYMPUS SERVICING, L.P. ("Olympus"), a Delaware limited
partnership, in its capacity as a servicer (a "Servicer") and in its capacity
as the special servicer (the "Special Servicer"), Bank One, National
Association, a national banking association, as trustee (the "Trustee") and
THE JPMORGAN CHASE BANK, a New York banking corporation, as trust
administrator (the "Trust Administrator"). Capitalized terms used in this
Agreement and not otherwise defined will have the meanings assigned to them in
Article I below.
PRELIMINARY STATEMENT
The Depositor is the owner of the Trust Fund that is hereby
conveyed to the Trustee in return for the Certificates. As provided herein,
the Trust Administrator will elect that the Trust Fund be treated for federal
income tax purposes as comprising three real estate mortgage investment
conduits (each a "REMIC" or, in the alternative, "Lower Tier REMIC A," the
"Lower Tier REMIC B," and the "Master REMIC," respectively). Each Certificate,
other than the Class AR Certificate, will represent ownership of one or more
regular interests in the Master REMIC for purposes of the REMIC Provisions.
The Class AR Certificate represents ownership of the sole class of residual
interest in the Lower Tier REMIC, the Middle Tier REMIC, and the Master REMIC.
The Master REMIC will hold as assets the several classes of uncertificated
Lower Tier REMIC Interests (other than the Class LT-AR Interest). Each Lower
Tier REMIC Interest (other than the Class LT-AR-A Interest and LT-AR-B
Interest) is hereby designated as a regular interest in Lower Tier REMIC A or
Lower Tier REMIC B as applicable. Each Middle Tier REMIC Interest (other than
the Class LT-AR-A Interest and LT-AR-B Interest) is hereby designated as a
regular interest in Lower Tier REMIC A or Lower Tier REMIC B as applicable.
Lower Tier REMIC A and Lower Tier REMIC B will hold as assets all property of
the Trust Fund attributable to Loan Group I, Loan Group II and Loan Group III,
and Loan Group IV, respectively The latest possible maturity date of all REMIC
regular interests created herein shall be the Latest Possible Maturity Date.
The following table specifies the class designation, interest rate,
and principal amount for each class of Lower Tier REMIC Interests:
Lower Tier REMIC Interests
--------------------------
----------------------------------------------------------------------------------------------------------------------
Lower Tier REMIC Class Initial Class Principal Class Interest Rate Allocation of Allocation of
Designation Balance Principal Interest
----------------------------------------------------------------------------------------------------------------------
LT-I-A-1 $10,250,000.00 5.5000% X-X-0 X-X-0, X-X-0
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
LT-I-A-3 $120,800,000.00 6.5000% X-X-0 X-X-0, X-X-0
----------------------------------------------------------------------------------------------------------------------
XX-X-X-0 $86,325,781.00 6.5000% X-X-0 X-X-0
----------------------------------------------------------------------------------------------------------------------
XX-X-X-0 $10,026,778.00 0.0000% I-A-5 N/A
----------------------------------------------------------------------------------------------------------------------
LT-I-A-6 $71,829,000.00 6.7500% X-X-0 X-X-0, X-X-00
----------------------------------------------------------------------------------------------------------------------
XX-X-X-0 $4,750,000.00 6.7500% X-X-0 X-X-0
----------------------------------------------------------------------------------------------------------------------
XX-X-X-0 $21,865,000.00 6.7500% X-X-0 X-X-0
----------------------------------------------------------------------------------------------------------------------
XX-X-X-0 $15,305,000.00 6.5000% X-X-0 X-X-0
----------------------------------------------------------------------------------------------------------------------
XX-X-X-00 $15,305,000.00 7.0000% I-A-10 I-A-10
----------------------------------------------------------------------------------------------------------------------
LT-I-A-11 $15,120,000.00 6.7500% I-A-11 I-A-11
----------------------------------------------------------------------------------------------------------------------
LT-I-A-12 $12,855,000.00 6.7500% I-A-12 I-A-12
----------------------------------------------------------------------------------------------------------------------
LT-I-A-13 $10,000,000.00 6.5000% I-A-13 I-A-13
----------------------------------------------------------------------------------------------------------------------
LT-I-A-14 $7,000,000.00 7.0000% I-A-14 I-A-14
----------------------------------------------------------------------------------------------------------------------
LT-I-A-15 $9,895,000.00 6.7500% I-A-15 I-A-15
----------------------------------------------------------------------------------------------------------------------
1
----------------------------------------------------------------------------------------------------------------------
LT-I-A-16 $11,501,000.00 6.7500% I-A-16 I-A-16
----------------------------------------------------------------------------------------------------------------------
LT-I-A-17 $5,749,000.00 6.7500% I-A-17 I-A-17
----------------------------------------------------------------------------------------------------------------------
LT-I-A-18 $2,899,000.00 6.7500% I-A-18 I-A-18
----------------------------------------------------------------------------------------------------------------------
LT-I-A-19 $11,000,000.00 6.7500% I-A-19 I-A-19
----------------------------------------------------------------------------------------------------------------------
LT-I-A-20 $2,525,000.00 6.5000% I-A-20 I-A-20
----------------------------------------------------------------------------------------------------------------------
LT-I-A-21 $8,027,222.00 6.7500% I-A-21 I-A-21
----------------------------------------------------------------------------------------------------------------------
LT-I-A-22 $4,775,000.00 6.5000% I-A-22 I-A-22
----------------------------------------------------------------------------------------------------------------------
LT-I-A-23 $2,525,000.00 7.0000% I-A-23 I-A-23
----------------------------------------------------------------------------------------------------------------------
LT-I-A-24 $4,775,000.00 7.0000% I-A-24 I-A-24
----------------------------------------------------------------------------------------------------------------------
LT-I-A-25 $50,479,189.00 6.2500% I-A-25 I-A-25
----------------------------------------------------------------------------------------------------------------------
LT-I-A-26 $1,510,070.00 0.0000% I-A-26 N/A
----------------------------------------------------------------------------------------------------------------------
LT-I-A-27 $59,608,865.00 8.5000% X-X-00 X-X-00, X-X-00
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
LT-I-A-29 $80,975,000.00 5.5000% I-A-29 I-A-29
----------------------------------------------------------------------------------------------------------------------
LT-I-A-30 $27,992,732.00 5.5000% I-A-30 I-A-30
----------------------------------------------------------------------------------------------------------------------
LT-I-A-31 $6,309,898.00 8.5000% X-X-00 X-X-00, X-X-00
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
LT-I-A-33 $3,174,500.00 6.5000% I-A-33 I-A-33
----------------------------------------------------------------------------------------------------------------------
LT-I-A-34 $8,969,000.00 6.7500% I-A-34 I-A-34
----------------------------------------------------------------------------------------------------------------------
LT-I-A-35 $3,000,000.00 7.0000% I-A-35 I-A-35
----------------------------------------------------------------------------------------------------------------------
LT-I-A-36 $600,333.00 7.2500% I-A-36 I-A-36
----------------------------------------------------------------------------------------------------------------------
LT-I-A-37 $2,250,000.00 7.1500% I-A-37 I-A-37
----------------------------------------------------------------------------------------------------------------------
LT-I-A-38 $2,200,000.00 7.1500% I-A-38 I-A-38
----------------------------------------------------------------------------------------------------------------------
LT-I-A-39 $3,500,000.00 7.1500% I-A-39 I-A-39
----------------------------------------------------------------------------------------------------------------------
LT-I-A-40 $1,200,000.00 7.1500% I-A-40 I-A-40
----------------------------------------------------------------------------------------------------------------------
LT-I-A-41 $3,000,000.00 7.1500% I-A-41 I-A-41
----------------------------------------------------------------------------------------------------------------------
LT-I-A-42 $2,258,000.00 7.1500% I-A-42 I-A-42
----------------------------------------------------------------------------------------------------------------------
LT-I-A-43 $18,648,510.00 6.5000% I-A-43 I-A-43
----------------------------------------------------------------------------------------------------------------------
LT-I-A-44 $8,900,000.00 6.5000% I-A-44 I-A-44
----------------------------------------------------------------------------------------------------------------------
LT-I-A-45 $26,770,000.00 6.5000% X-X-00 X-X-00, X-X-00
----------------------------------------------------------------------------------------------------------------------
LT-I-A-46 $49,840,375.00 (1) I-A-46 I-A-46
----------------------------------------------------------------------------------------------------------------------
LT-I-A-47 $11,501,625.00 (2) I-A-47 I-A-47
----------------------------------------------------------------------------------------------------------------------
LT-I-A-48 $4,835,000.00 6.5000% I-A-48 I-A-48
----------------------------------------------------------------------------------------------------------------------
LT-I-A-49 $4,100,000.00 6.7500% I-A-49 I-A-49
----------------------------------------------------------------------------------------------------------------------
LT-I-A-50 $427,000.00 6.7500% I-A-50 I-A-50
----------------------------------------------------------------------------------------------------------------------
LT-I-A-51 $750,000.00 6.5000% I-A-51 I-A-51
----------------------------------------------------------------------------------------------------------------------
LT-I-A-52 $1,750,000.00 7.0000% I-A-52 I-A-52
----------------------------------------------------------------------------------------------------------------------
LT-I-A-53 $61,396,403.00 6.5000% I-A-53 I-A-53
----------------------------------------------------------------------------------------------------------------------
LT-I-A-54 $40,379,000.00 6.5000% I-A-54 I-A-54
----------------------------------------------------------------------------------------------------------------------
LT-I-A-55 $3,000,000.00 6.7500% I-A-55 I-A-55
----------------------------------------------------------------------------------------------------------------------
LT-II-A-1 $191,212,682.00 6.0000% II-A-1 II-A-1
----------------------------------------------------------------------------------------------------------------------
LT-PP-A-1 $146,776,337.00 6.5000% PP-A-1 PP-A-1
----------------------------------------------------------------------------------------------------------------------
LT-IV-A-1 $648,005,670.00 7.5000% IV-A-1 IV-A-1
----------------------------------------------------------------------------------------------------------------------
LT-C-X (3) 6.5000% C-X C-X
----------------------------------------------------------------------------------------------------------------------
LT-IV-X (3) 7.5000% IV-X IV-X
----------------------------------------------------------------------------------------------------------------------
LT-C-P $12,437,186.00 0.0000% C-P N/A
----------------------------------------------------------------------------------------------------------------------
LT-P-P $6,175,476.00 0.0000% P-P N/A
----------------------------------------------------------------------------------------------------------------------
LT-IV-P $18,667,013.00 0.0000% IV-P N/A
----------------------------------------------------------------------------------------------------------------------
LT-IV-B-1 $10,389,389.00 7.5000% IV-B-1 IV-B-1
----------------------------------------------------------------------------------------------------------------------
LT-IV-B-2 $3,463,113.00 7.5000% IV-B-2 IV-B-2
----------------------------------------------------------------------------------------------------------------------
LT-IV-B-3 $2,770,490.00 7.5000% IV-B-3 IV-B-3
----------------------------------------------------------------------------------------------------------------------
LT-C-B-1 $18,835,480.00 (4) C-B-1 C-B-1
----------------------------------------------------------------------------------------------------------------------
2
----------------------------------------------------------------------------------------------------------------------
LT-C-B-2 $9,417,740.00 (4) C-B-2 C-B-2
----------------------------------------------------------------------------------------------------------------------
LT-C-B-3 $6,054,261.00 (4) C-B-3 C-B-3
----------------------------------------------------------------------------------------------------------------------
LT-AR $100.00 6.0000% AR AR
----------------------------------------------------------------------------------------------------------------------
LT-IV-B-4 $1,385,245.00 7.5000% IV-B-4 IV-B-4
----------------------------------------------------------------------------------------------------------------------
LT-IV-B-5 $1,038,934.00 7.5000% IV-B-5 IV-B-5
----------------------------------------------------------------------------------------------------------------------
LT-IV-B-6 $692,623.00 7.5000% IV-B-6 IV-B-6
----------------------------------------------------------------------------------------------------------------------
LT-C-B-4 $2,690,783.00 (4) C-B-4 C-B-4
----------------------------------------------------------------------------------------------------------------------
LT-C-B-5 $2,018,087.00 (4) C-B-5 C-B-5
----------------------------------------------------------------------------------------------------------------------
LT-C-B-6 $2,690,784.00 (4) C-B-6 C-B-6
----------------------------------------------------------------------------------------------------------------------
(1) The initial pass-through rate on the LT-I-A-46 Certificates is 3.4775% per
annum. After the first Distribution Date, the per annum pass through rate on
these certificates will be equal to LIBOR plus 1.64%, but no more than 8% per
annum.
(2) The initial pass-through rate on the LT-I-A-46 Certificates is 19.5975%
per annum. After the first Distribution Date, the per annum pass through rate
on these certificates will be equal to 27.56% minus LIBOR multiplied by
4.3333333, but not less than 0% per annum.
(3) Interest will accrue on the notional amount of the Class C-X Certificates,
initially equal to approximately $13,337,026.17, calculated as described in
"Description of the Certificates-Glossary of Terms" in this prospectus
supplement. These certificates will not receive any distributions of
principal. Interest will accrue on the notional amount of the Class IV-X
Certificates, initially equal to approximately $3,652,491.94, calculated as
described in "Description of the Certificates-Glossary of Terms" in this
prospectus supplement. These certificates will not receive any distributions
of principal.
(4) The initial pass-through rate on Class LT-C-B-1, Class LT-C-B-2, Class
LT-C-B-3, Class LT-C-B-4, Class LT-C-B-5, and Class LT-C-B-6 Certificates is
approximately 6.426% per annum. After the first Distribution Date, the per
annum pass-through rate on these certificates will be calculated as described
herein under "Description of the Certificates-Distributions of Interest."
Each REMIC Interest designated LT-I, LT-II, LT-PP or LT-C is hereby designated
a regular interest in Lower Tier REMIC A, and each class designated LT-IV is
hereby designated a regular interest in Lower Tier REMIC B.
On each Distribution Date, the Trust Administrator shall allocate the
losses on, and distribute the principal on the Lower Tier Interests in the
same manner that such items are allocated to or distributed among the
corresponding class of Certificates designated in the column titled
"Allocation of Principal" in the chart above.
The following table sets forth characteristics of the Certificates
and certain uncertificated "regular interests" in the Master REMIC, each of
which Certificates, except for the Class AR Certificates, is hereby designated
as a "regular interest" in the Master REMIC, together with the minimum
denominations and integral multiples in excess thereof in which such Classes
shall be issuable (except that one Certificate of each Class of Certificates
may be issued in a different amount and, in addition, one Residual Certificate
representing the Tax Matters Person Certificate may be issued in a different
amount):
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class Integral Multiples
Principal Pass-Through Minimum in Excess of
Balance (per annum) Denomination Minimum
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-1 $10,250,000 5.00% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-2 Notional(2) 6.50% $100,000(1) $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-3 $120,800,000 6.15% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-4 $86,325,781 6.50% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-5 $10,026,778 (3) $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-6 $71,829,000 6.50% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-7 $4,750,000 6.75% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-8 $21,865,000 6.75% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-9 $15,305,000 6.50% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-10 $15,305,000 7.00% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
3
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class Integral Multiples
Principal Pass-Through Minimum in Excess of
Balance (per annum) Denomination Minimum
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-11 $15,120,000 6.75% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-12 $12,855,000 6.75% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-13 $10,000,000 6.50% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-14 $7,000,000 7.00% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-15 $9,895,000 6.75% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-16 $11,501,000 6.75% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-17 $5,749,000 6.75% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-18 $2,899,000 6.75% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-19 $11,000,000 6.75% $1,000 $1,000
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-20 $2,525,000 6.50% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-21 $8,027,222 6.75% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-22 $4,775,000 6.50% $1,000 $1,000
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-23 $2,525,000 7.00% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-24 $4,775,000 7.00% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-25 $50,479,189 6.25% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-26 $1,510,070 (3) $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-27 $59,608,865 Variable (4) $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-28 Notional (6) Variable (5) $100,000(1) $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-29 $80,975,000 5.50% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-30 $27,992,732 5.50% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-31 $6,309,898 Variable (7) $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-32 Notional (9) Variable (8) $100,000(1) $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-33 Notional (10) 6.50% $100,000(1) $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-34 $8,969,000 6.75% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-35 $3,000,000 7.00% $1,000 $1,000
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-36 $600,333 7.25% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-37 $2,250,000 7.15% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-38 $2,200,000 7.15% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-39 $3,500,000 7.15% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-40 $1,200,000 7.15% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-41 $3,000,000 7.15% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-42 $2,258,000 7.15% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-43 $18,648,510 6.50% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-44 $8,900,000 6.50% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-45 $26,770,000 6.40% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-46 $49,840,375 Variable (11) $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-47 $11,501,625 Variable (12) $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-48 $4,835,000 6.50% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-49 $4,100,000 6.75% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-50 $427,000 6.75% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-51 $1,750,000 6.50% $1,000 $1,000
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-52 $1,750,000 7.00% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-53 $61,396,403 5.50% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-54 $40,379,000 6.15% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
I-A-55 $3,000,000 6.75% $1,000 $1,000
----------------------------- --------------------------- ---------------- ------------------- ----------------------
II-A-1 $191,212,682 6.00% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
PP-A-1 $146,776,337 6.50% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
IV-A-1 $648,005,670 7.50% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
C-X Notional (13) 6.50% $100,000(1) $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
IV-X Notional (14) 7.50% $100,000(1) $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
4
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class Integral Multiples
Principal Pass-Through Minimum in Excess of
Balance (per annum) Denomination Minimum
----------------------------- --------------------------- ---------------- ------------------- ----------------------
C-P $12,437,186 (3) $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
P-P $6,175,476 (3) $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
IV-P $18,667,013 (3) $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
IV-B-1 $10,389,339 7.50% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
IV-B-2 $3,463,113 7.50% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
IV-B-3 $2,770,490 7.50% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
IV-B-4 $1,385,245 7.50% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
C-B-1 $18,835,480 Variable(15) $25,000 $
----------------------------- --------------------------- ---------------- ------------------- ----------------------
C-B-2 $9,417,740 Variable(15) $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
C-B-3 $6,054,261 Variable(15) $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
AR $100 6.00% (19) (19)
----------------------------- --------------------------- ---------------- ------------------- ----------------------
IV-B-5 $1,038,934 7.50% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
IV-B-6 $692,623 7.50% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
IV-B-7 $1,038,933 7.50% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
C-B-4 $2,690,783 Variable(15) $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
C-B-5 $2,018,087 Variable(15) $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
C-B-6 $2,690,784 Variable(15) $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
(1) Minimum denomination is based on the Notional Amount of such Class.
(2) Interest will accrue on the Class I-A-2 Notional Amount, initially
equal to approximately $18,912,931.23.
(3) These Certificates are not entitled to payments in respect of interest.
(4) The initial Pass-Through Rate on the Class I-A-27 Certificates is
2.18% per annum. After the first Distribution Date, the per annum
Pass-Through Rate on these Certificates will be equal to LIBOR plus
0.350%, but no more than 8.500% per annum.
(5) The initial Pass-Through Rate on the Class I-A-28 Certificates is
6.32% per annum. After the first Distribution Date, the per annum
Pass-Through Rate on these Certificates will be equal to 8.150% minus
LIBOR, but not less than 0.00% per annum.
(6) Interest will accrue on the Class I-A-28 Notional Amount, initially
equal to approximately $59,608,865.00.
(7) The initial Pass-Through Rate on the Class I-A-31 Certificates is
2.38% per annum. After the first Distribution Date, the per annum
Pass-Through Rate on these Certificates will be equal to LIBOR plus
0.550%, but no more than 8.500% per annum.
(8) The initial Pass-Through Rate on the Class I-A-32 Certificates is
6.12% per annum. After the first Distribution Date, the per annum
Pass-Through Rate on these Certificates will be equal to 7.950% minus
LIBOR, but not less than 0.00% per annum.
(9) Interest will accrue on the Class I-A-32 Notional Amount, initially
equal to approximately $6,309,898.00.
(10) Interest will accrue on the Class I-A-33 Notional Amount, initially
equal to approximately $3,174,500.00.
5
(11) The initial Pass-Through Rate on the Class I-A-46 Certificates is
3.4775% per annum. After the first Distribution Date, the per annum
Pass-Through Rate on these Certificates will be equal to LIBOR plus
1.640%, but no more than 8.000% per annum.
(12) The initial Pass-Through Rate on the Class I-A-47 Certificates is
19.5975% per annum. After the first Distribution Date, the per annum
Pass-Through Rate on these Certificates will be equal to 27.56% minus
the product of LIBOR multiplied by 4.33333333, but not less than
0.00% per annum.
(13) Interest will accrue on the Class C-X Notional Amount, initially equal
to approximately $13,337,026.17.
(14) Interest will accrue on the Class IV-X Notional Amount, initially
equal to approximately $3,652,491.94.
(15) The initial Pass-Through Rate on Class C-B-1, Class C-B-2, Class
C-B-3, Class C-B-4, Class C-B-5 and Class C-B-6 Certificates is
approximately 6.426% per annum. After the first Distribution Date,
the per annum Pass-Through Rate on these Certificates will be equal
to the quotient expressed as a percentage of (a) the sum of (i) the
product of (x) 6.50% and (y) the Group C-B Component Balance for the
group I mortgage loans immediately prior to such distribution date,
(ii) the product of (x) 6.00% and (y) the Group C-B Component Balance
for the group II mortgage loans immediately prior to such
distribution date and (iii) the product of (x) 6.50% and (y) the
Group C-B Component Balance for the group III mortgage loans
immediately prior to such distribution date, divided by (b) the
aggregate of the Group C-B Component Balances for the group I, group
II and group III mortgage loans immediately prior to such
distribution date.
(16) The Class AR Certificates are issuable in minimum denominations of 20%.
Set forth below are designations of Classes of Certificates and Components to
the categories used herein:
Accrual Certificates:............................ The Class I-A-21 and Class I-A-48 Certificates.
Accretion Directed Certificates:................. Class I-A-6, Class I-A-13, Class I-A-14, Class I-A-15,
Class I-A-16, Class I-A-17, Class I-A-18, Class I-A-19,
Class I-A-20, Class I-A-22, Class I-A-23, Class I-A-24,
Class I-A-34, Class I-A-35, Class I-A-45, Class I-A-46,
Class I-A-47, Class I-A-49, Class I-A-50, Class I-A-51,
Class I-A-52 and Class I-A-55 Certificates
Book-Entry Certificates:......................... All Classes of Certificates other than the Physical
Certificates.
Class A Certificates:............................ The Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4,
Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-8,
Class I-A-9, Class I-A-10, Class
6
I-A-11, Class I-A-12, Class I-A-13, Class I-A-14,
Class I-A-15, Class I-A-16, Class I-A-17, Class I-A-18,
Class I-A-19, Class I-A-20, Class I-A-21, Class I-A-22,
Class I-A-23, Class I-A-24, Class I-A-25, Class I-A-26,
Class I-A-27, Class I-A-28, Class I-A-29, Class I-A-30,
Class I-A-31, Class I-A-32, Class I-A-33, Class I-A-34,
Class I-A-35, Class I-A-36, Class I-A-37, Class I-A-38,
Class I-A-39, Class I-A-40, Class I-A-41, Class I-A-42,
Class I-A-43, Class I-A-44, Class I-A-45, Class I-A-46,
Class I-A-47, Class I-A-48, Class I-A-49, Class I-A-50,
Class I-A-51, Class I-A-52, Class I-A-53, Class I-A-54,
Class I-A-55, Class II-A-1, Class PP-A-1, Class IV-A-1
and Class AR Certificates.
ERISA-Restricted Certificates:................... The Residual Certificates; the Private Certificates; and
any Certificates that do not satisfy the applicable
ratings requirement under the Underwriter's Exemption.
Group I Certificates:............................ The Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4,
Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-8,
Class I-A-9, Class I-A-10, Class I-A-11, Class I-A-12,
Class I-A-13, Class I-A-14, Class I-A-15, Class I-A-16,
Class I-A-17, Class I-A-18, Class I-A-19, Class I-A-20,
Class I-A-21, Class I-A-22, Class I-A-23, Class I-A-24,
Class I-A-25, Class I-A-26, Class I-A-27, Class I-A-28,
Class I-A-29, Class I-A-30, Class I-A-31, Class I-A-32,
Class I-A-33, Class I-A-34, Class I-A-35, Class I-A-36,
Class I-A-37, Class I-A-38, Class I-A-39, Class I-A-40,
Class I-A-41, Class I-A-42, Class I-A-43, Class I-A-44,
Class I-A-45, Class I-A-46, Class I-A-47, Class I-A-48,
Class I-A-49, Class I-A-50, Class I-A-51, Class I-A-52,
Class I-A-53, Class I-A-54 and Class I-A-55 Certificates.
Group II Certificates:........................... The Class II-A-1 Certificates and the Class AR
Certificates.
Group III Certificates:.......................... The Class PP-A-1 Certificates.
Group IV Certificates:........................... The Group IV Senior and Group IV-B Certificates.
7
Group IV-B Certificates.......................... The Class IV-B-1, Class IV-B-2, Class IV-B-3, Class
IV-B-4, Class IV-B-5, Class IV-B-6 and Class IV-B-7
Certificates.
Group IV Senior Certificates:.................... The Class IV-A-1, Class IV-X and Class IV-P Certificates.
Group C-B Certificates:.......................... The Class C-B-1, Class C-B-2, Class C-B-3, Class C-B-4,
Class C-B-5 and Class C-B-6 Certificates.
Class C-P Certificates:.......................... The Class C-P Certificates.
Class P-P Certificates:.......................... The Class P-P Certificates.
Notional Amount Certificates:.................... The Class I-A-2, Class I-A-28, Class I-A-32, Class
I-A-33, Class C-X and Class IV-X Certificates.
Floating Rate Certificates:...................... The Class I-A-27, Class I-A-31 and Class I-A-46
Certificates.
Inverse Floating Rate Certificates:.............. The Class I-A-28, Class I-A-32 and Class I-A-47
Certificates.
LIBOR Certificates:.............................. The Floating Rate and Inverse Floating Rate Certificates.
Offered Certificates:............................ All Classes of Certificates other than the Private
Certificates.
Private Certificates:............................ Class IV-B-5, Class IV-B-6, Class IV-B-7, Class C-B-4,
Class C-B-5 and Class C-B-6 Certificates.
Physical Certificates:........................... Class AR and the Private Certificates.
Planned Principal Classes:....................... The Class I-A-1, Class I-A-3, Class I-A-6, Class I-A-27,
Class I-A-29, Class I-A-30, Class I-A-45, Class I-A-53
and Class I-A-54 Certificates.
Rating Agencies:................................. Xxxxx'x, Fitch and S&P.
Regular Certificates:............................ All Classes of Certificates other than the Class AR
Certificates.
Residual Certificates:........................... Class AR Certificates.
Senior Certificates:............................. Group I Certificates, Group II Certificates, Group II
Certificates and the Group IV Senior Certificates.
8
Subordinate Certificates:........................ Class C-B Certificates and Group IV-B Certificates.
Targeted Principal Classes:...................... Class I-A-13, Class I-A-14, Class I-A-15, Class I-A-16,
Class I-A-17, Class I-A-18, Class I-A-19, Class I-A-20,
Class I-A-22, Class I-A-23, Class I-A-24, Class I-A-34,
Class I-A-35, Class I-A-46, Class I-A-47, Class I-A-49,
Class I-A-50, Class I-A-51, Class I-A-52 and Class
I-A-55 Certificates.
All covenants and agreements made by the Depositor herein
are for the benefit and security of the Certificateholders. The Depositor is
entering into this Agreement, and the Trustee is accepting the trusts created
hereby and thereby, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged. The principal balance of the
Mortgage Loans as of the Cut-off Date is $2,038,014,059.15.
9
The parties hereto intend to effect an absolute sale and
assignment of the Mortgage Loans to the Trustee for the benefit of
Certificateholders under this Agreement. However, the Depositor, DLJMC,
GreenPoint, CMMC and WMMSC will hereunder absolutely assign and, as a
precautionary matter grant a security interest, in and to its rights, if any,
in the related Mortgage Loans to the Trustee on behalf of Certificateholders
to ensure that the interest of the Certificateholders hereunder in the
Mortgage Loans is fully protected.
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained,
the Depositor, the Servicers, the Sellers, the Special Servicer, the Master
Servicer, Trust Administrator and the Trustee agree as follows:
10
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the following
meanings:
Accepted Servicing Practices: With respect to any Mortgage
Loan, those mortgage servicing practices of prudent mortgage lending
institutions which service mortgage loans of the same type as such Mortgage
Loan in the jurisdiction where the related Mortgaged Property is located.
Accrual Certificates: As specified in the Preliminary
Statement.
Accrual Period: For any interest bearing Class of
Certificates other than the LIBOR Certificates and any Distribution Date, the
calendar month immediately preceding the related Distribution Date, and with
respect to the LIBOR Certificates, the period from and including the 25th day
of the calendar month immediately preceding the Distribution Date to and
including the 24th day of the calendar month of that Distribution Date. All
Classes of Certificates will accrue interest on the basis of a 360-day year
consisting of twelve 30-day months.
Advance: The payment required to be made by a Servicer or
the Master Servicer, as applicable, with respect to any Distribution Date
pursuant to Section 5.01.
Adverse REMIC Event: As defined in Section 2.07(f).
Aggregate Loan Balance: As of any date of determination will
be equal to the aggregate of the Stated Principal Balances of the Mortgage
Loans as of the last day of the prior month.
Aggregate Loan Group Balance: As to any Loan Group and as of
any date of determination will be equal to the aggregate of the Stated
Principal Balances of the Mortgage Loans in that Loan Group as of the last day
of the prior month.
Agreement: This Pooling and Servicing Agreement and all
amendments or supplements hereto.
Ancillary Income: All income derived from the Mortgage
Loans, other than the Servicing Fees, including but not limited to, late
charges, Prepayment Penalties, prepayment fees, 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.
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
11
with respect to any Mortgage Loan that represents a refinancing, the appraised
value of the Mortgaged Property at the time of such refinancing.
Assignment and Assumption Agreement: That certain assignment
and assumption agreement dated as of February 1, 2002, by and between DLJ
Mortgage Capital, Inc., as assignor and the Depositor, as assignee, relating
to the Mortgage Loans.
Available Distribution Amount: With respect to any
Distribution Date and each Loan Group, the sum of: (i) all amounts in respect
of Scheduled Payments (net of the related Expense Fees) due on the Due Date in
the month in which such Distribution Date occurs and received prior to the
related Determination Date on the related Mortgage Loans, together with any
Advances in respect thereof; (ii) all Insurance Proceeds (to the extent not
applied to the restoration of the Mortgaged Property or released to the
Mortgagor in accordance with the applicable Servicer's Accepted Servicing
Practices), all proceeds under the RMIC PMI Policy and all Liquidation
Proceeds received during the calendar month preceding the month of that
Distribution Date on the related Mortgage Loans, in each case net of
unreimbursed Liquidation Expenses incurred with respect to such Mortgage
Loans; (iii) all Principal Prepayments received during the related Prepayment
Period on the related Mortgage Loans, excluding Prepayment Penalties; (iv)
amounts received with respect to such Distribution Date as the Substitution
Adjustment Amount or purchase price in respect of a Mortgage Loan in the
related Loan Group repurchased by the applicable Seller or a Servicer as of
such Distribution Date, reduced by amounts in reimbursement for Advances
previously made and other amounts as to which the Master Servicer or the
Servicer is entitled to be reimbursed pursuant to Section 3.08 in respect of
the related Mortgage Loans or otherwise; and (v) any amounts payable as
Compensating Interest Payments by the Master Servicer or a Servicer with
respect to the related Mortgage Loans on such Distribution Date.
Balloon Loan: Any Mortgage Loan which, by its terms, does
not fully amortize the principal balance thereof by its stated maturity and
this 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 X.X.X.xx.xx. 101 et seq.).
Bankruptcy Coverage Termination Date: The point in time at
which the Bankruptcy Loss Coverage Amount is reduced to zero.
Bankruptcy Loss: A Deficient Valuation or Debt Service
Reduction.
Bankruptcy Loss Coverage Amount: As of any Determination
Date and the Group IV-B Certificates, the Bankruptcy Loss Coverage Amount
shall equal the Initial Bankruptcy Loss Coverage Amount as reduced by (i) the
aggregate amount of Bankruptcy Losses allocated to the Group IV-B Certificates
since the Cut-off Date and (ii) any permissible reductions in the Bankruptcy
Loss Coverage Amount as evidenced by a letter of each Rating Agency to the
Trustee and the Trust Administrator to the effect that any such reduction will
not result in a downgrading of, or otherwise adversely affect, the then
current ratings assigned to such Classes of Certificates rated by it. As of
any Determination Date and the Group C-B
12
Certificates, the Bankruptcy Loss Coverage Amount shall equal the Initial
Bankruptcy Loss Coverage Amount as reduced by (i) the aggregate amount of
Bankruptcy Losses allocated to the Group C-B Certificates since the Cut-off
Date and (ii) any permissible reductions in the Bankruptcy Loss Coverage Amount
as evidenced by a letter of each Rating Agency to the Trustee to the effect
that any such reduction will not result in a downgrading of, or otherwise
adversely affect, the then current ratings assigned to such Classes of
Certificates rated by it.
Beneficial Holder: A Person holding a beneficial interest in
any Certificate through a Participant or an Indirect Participant or a Person
holding a beneficial interest in any Definitive Certificate.
Book-Entry Certificates: As specified in the Preliminary
Statement.
Book-Entry Form: Any Certificate held through the facilities
of the Depository.
Business Day: Any day other than (i) a Saturday or a Sunday,
or (ii) a day on which banking institutions in New York or the state in which
the office of the Master Servicer or any Servicer or the Corporate Trust
Office are located are authorized or obligated by law or executive order to be
closed.
Cash Remittance Date: With respect to any Distribution Date
and (A) the Master Servicer, Olympus or GreenPoint, the 7th calendar day
preceding such Distribution Date, or if such 7th calendar day is not a
Business Day, the Business Day immediately preceding such 7th calendar day and
(B) WMMSC, the Business Day immediately 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 F 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, on behalf of the Certificateholders or any other account serving a
similar function acceptable to the Rating Agencies. Funds in the Certificate
Account may (i) be held uninvested without liability for interest or
compensation thereon or (ii) be invested at the direction of the Trust
Administrator in Eligible Investments and reinvestment earnings thereon (net
of investment losses) shall be paid to the Trust Administrator. Funds
deposited in the Certificate Account (exclusive of the amounts permitted to be
withdrawn pursuant to Section 3.08(b)) shall be held in trust for the
Certificateholders.
Certificate Balance: With respect to any Certificate at any
date, the maximum dollar amount of principal to which the Holder thereof is
then entitled hereunder, such amount being equal to the Denomination thereof
minus all distributions of principal and allocations of Realized Losses,
including Excess Losses, as applicable, previously made or allocated with
respect thereto; in the case of any Subordinate Certificates, reduced by any
amounts allocated to
13
that Certificate in reduction of its Class Principal Balance as provided
pursuant to Section 4.02(d) and, with respect to the Class I-A-21 and Class
I-A-48 Certificates, increased by the Class I-A-21 Accrual Amount or Class
I-A-48 Accrual Amount, as applicable, added to that Certificate on each
Distribution Date prior to such date.
Certificate Group: Any of Certificate Group I, Certificate
Group II, Certificate Group III, Certificate Group IV, Certificate Group IV-B
or Certificate Group C-B, as applicable.
Certificate Group I: Any of the Certificates with a Class
designation beginning with "I" and relating to Loan Group I.
Certificate Group II: Any of the Certificates with a Class
designation beginning with "II" and relating to Loan Group II.
Certificate Group III: Any of the Certificates with a Class
designation beginning with "PP" and relating to Loan Group III.
Certificate Group IV: Any of the Certificates with a Class
designation beginning with "IV" and relating to Loan Group IV.
Certificate Group IV-B: Any of the Certificates with a Class
designation beginning with "IV-B" and relating to Loan Group IV.
Certificate Group C-B: Any of the Certificates with a Class
designation beginning with "C-B" and relating to Loan Group I, Loan Group II
and Loan Group III.
Certificate Register: The register maintained pursuant to
Section 6.02(a) hereof.
Certificateholder or Holder: The Person in whose name a
Certificate is registered in the Certificate Register.
Class: All Certificates bearing the same class designation
as set forth in the Preliminary Statement.
Class A Certificates: As specified in the Preliminary
Statement.
Class C-P Certificates: As specified in the Preliminary
Statement. As such term is used herein, the Class C-P Certificates are
"related" to the Class I-P Mortgage Loans, Class II-P Mortgage Loans and Class
III-P Mortgage Loans.
Class C-P Deferred Amounts: As of any date of determination,
the amount required to be paid to the holders of the Class C-P Certificates
pursuant to Section 4.01A(f)(i).
Class C-X Notional Amount--For any Distribution Date and the
Class C-X Certificates, the product of (x) the aggregate Stated Principal
Balance, as of the second preceding Due Date after giving effect to Scheduled
Payments for that Due Date, whether or not received, or for the initial
Distribution Date, as of the Cut-off Date, of the Premium Rate Mortgage Loans
with respect to Loan Group I, Loan Group II and Loan Group III; and (y) a
fraction, the
14
numerator of which is the weighted average of the Stripped Interest Rates for
the Premium Rate Mortgage Loans in Loan Group I, Loan Group II and Loan Group
III as of that Due Date and the denominator of which is 6.50%. The Class C-X
Notional Amount as of the Closing Date will be approximately $13,337,026.17.
Class I-A-2 Notional Amount--For any Distribution Date, the
sum of (i) the Class Principal Balance of the Class I-A-1 Certificates
immediately before that Distribution Date multiplied by a fraction, the
numerator of which is 50, and the denominator of which is 650, (ii) the Class
Principal Balance of the Class I-A-3 Certificates immediately before that
Distribution Date multiplied by a fraction, the numerator of which is 35, and
the denominator of which is 650, (iii) the Class Principal Balance of the
Class I-A-53 Certificates immediately before that Distribution Date multiplied
by a fraction, the numerator of which is 100, and the denominator of which is
650, and (iv) the Class Principal Balance of the Class I-A-54 Certificates
immediately before that Distribution Date multiplied by a fraction, the
numerator of which is 35, and the denominator of which is 650. The Class I-A-2
Notional Amount as of the Closing Date will be approximately $18,912,931.23.
Class I-A-4 Adjusted Percentage--For any Distribution Date
(i) occurring before March 2007, 0% and (ii) for any Distribution Date
occurring in or after March 2007, the Class I-A-4 Percentage.
Class I-A-4 Liquidation Amount--For any Distribution Date,
the aggregate, for each Group I Mortgage Loan that became a Liquidated
Mortgage Loan during the calendar month preceding the month of that
Distribution Date, of the lesser of (i) the Class I-A-4 Adjusted Percentage of
the Stated Principal Balance of that Mortgage Loan (exclusive of the Class I-P
Fraction of that balance, for any Class I-P Mortgage Loan) and (ii) the Class
I-A-4 Adjusted Percentage of the Liquidation Principal for that Mortgage Loan.
Class I-A-4 Percentage--For any Distribution Date will equal
the lesser of (a) 100% and (b) the Class Principal Balance of the Class I-A-4
Certificates divided by the aggregate Stated Principal Balance of the Group I
Mortgage Loans (less the Class I-P Fraction of each Class I-P Mortgage Loan),
in each case immediately prior to any allocations of losses or distributions
on that Distribution Date. The Class I-A-4 Percentage as of the Closing Date
will be approximately 8.78%.
Class I-A-4 Prepayment Percentage--For any Distribution
Date, the product of (a) the Class I-A-4 Percentage and (b) the Stepdown
Percentage.
Class I-A-4 Priority Amount--For any Distribution Date, the
sum of (i) the Class I-A-4 Adjusted Percentage of the Principal Payment Amount
for Loan Group I (exclusive of the portion attributable to the Class I-P
Principal Distribution Amount), (ii) the Class I-A-4 Prepayment Percentage of
the Principal Prepayment Amount for Loan Group I (exclusive of the portion
attributable to the Class I-P Principal Distribution Amount), and (iii) the
Class I-A-4 Liquidation Amount.
15
Class I-A-21 Accretion Termination Date--The earlier to
occur of:
o the Distribution Date on which the Component Principal
Balance of the Component I-A-6-2 and the aggregate Class
Principal Balance of the Class I-A-13, Class I-A-14, Class
I-A-15, Class I-A-16, Class I-A-17, Class I-A-18, Class
I-A-19, Class I-A-20, Class I-A-22, Class I-A-23, Class
I-A-24, Class I-A-34, Class I-A-35, Class I-A-49, Class
I-A-50, Class I-A-51, Class I-A-52 and Class I-A-55
Certificates have been reduced to zero; and
o the Distribution Date on which the aggregate Class
Principal Balance of the Group C-B Certificates have been
reduced to zero.
Class I-A-21 Accretion Direction Rule: On each Distribution
Date on or before the Class I-A-21 Accretion Termination Date, the Class
I-A-21 Accrual Amount will be distributed pursuant to Section 4.01(A)(a)(ii),
as principal, to certain Accretion Direction Certificates, in reduction of
their aggregate Class Principal Balance to their aggregate TAC balance as
shown in Schedule IX hereto for such Distribution Date, sequentially, as
follows:
(i) to the Component I-A-6-2, in an amount up to the
amount necessary to reduce its Component Balance to its PAC
balance as shown in Schedule VIII for such Distribution Date;
(ii) concurrently, to the following classes in the
following order:
1. 20.9075700544% sequentially, to the following
classes in the following order:
(A) to the Class I-A-34 and Class I-A-55
Certificates, pro rata, until their respective Class
Principal Balances are reduced to zero;
(B) to the Class I-A-49 Certificates, until
its Class Principal Balances is reduced to zero; and
(C) to the Class I-A-50, Class I-A-51 and Class
I-A-52 Certificates, pro rata, until their respective Class
Principal Balances are reduced to zero;
2. 79.0924299456% sequentially, to the following
classes in the following order:
(A) to the Class I-A-13, Class I-A-14, Class
I-A-15, Class I-A-19 and Class I-A-35 Certificates, pro
rata, until their respective Class Principal Balances
are reduced to zero;
(B) sequentially, to the Class I-A-16 and Class
I-A-17 Certificates, in that order, until their
respective Class Principal Balances are reduced to zero;
and
16
(C) to the Class I-A-18, Class I-A-20, Class
I-A-22, Class I-A-23 and Class I-A-24 Certificates, pro
rata, until their respective Class Principal Balances
are reduced to zero;
(iii) to the Component I-A-6-2, without regard to its PAC
balance for such Distribution Date, until its Class Principal
Balance is reduced to zero; and
(iv) to the Class I-A-21 Certificates.
Class I-A-21 Accrual Amount--On each Distribution Date on or
before the Class I-A-21 Accretion Termination Date, an amount equal to accrued
interest that would otherwise be distributable in respect of interest on the
Class I-A-21 Certificates on that Distribution Date pursuant to Section
4.01(A)(a)(ii).
Class I-A-28 Notional Amount--For any Distribution Date, the
Class Principal Balance of the Class I-A-27 Certificates immediately before
that Distribution Date. The Class I-A-28 Notional Amount as of the Closing
Date will be approximately $59,608,865.00.
Class I-A-32 Notional Amount--For any Distribution Date, the
Class Principal Balance of the Class I-A-31 Certificates immediately before
that Distribution Date. The Class I-A-32 Notional Amount as of the Closing
Date will be approximately $6,309,898.00.
Class I-A-33 Notional Amount--For any Distribution Date, the
sum of (i) the Class Principal Balance of the Class I-A-6 Certificates
immediately before that Distribution Date multiplied by a fraction, the
numerator of which is 25, and the denominator of which is 650 and (ii) the
Class Principal Balance of the Class I-A-45 Certificates immediately before
that Distribution Date multiplied by a fraction, the numerator of which is 10,
and the denominator of which is 650. The Class I-A-33 Notional Amount as of
the Closing Date will be approximately $3,174,500.00.
Class I-A-44 Adjusted Percentage--For any Distribution Date
(i) occurring before March 2007, 0% and (ii) for any Distribution Date
occurring in or after March 2007, the Class I-A-44 Percentage.
Class I-A-44 Liquidation Amount--For any Distribution Date,
the aggregate, for each Group I Mortgage Loan that became a Liquidated
Mortgage Loan during the calendar month preceding the month of that
Distribution Date, of the lesser of (i) the Class I-A-44 Adjusted Percentage
of the Stated Principal Balance of that Mortgage Loan (exclusive of the Class
I-P Fraction of that balance, for any Class I-P Mortgage Loan) and (ii) the
Class I-A-44 Adjusted Percentage of the Liquidation Principal for that
Mortgage Loan.
Class I-A-44 Percentage--For any Distribution Date will
equal the lesser of (a) 100% and (b) the Class Principal Balance of the Class
I-A-44 Certificates divided by the aggregate Stated Principal Balance of the
Group I Mortgage Loans (less the Class I-P Fraction of each Class I-P Mortgage
Loan), in each case immediately prior to any allocations of losses or
distributions on that Distribution Date.
17
Class I-A-44 Prepayment Percentage--For any Distribution
Date, the product of (a) the Class I-A-44 Percentage and (b) the Stepdown
Percentage.
Class I-A-44 Priority Amount--For any Distribution Date, the
sum of (i) the Class I-A-44 Adjusted Percentage of the Principal Payment
Amount for Loan Group I (exclusive of the portion attributable to the Class
I-P Principal Distribution Amount), (ii) the Class I-A-44 Prepayment
Percentage of the Principal Prepayment Amount for Loan Group I (exclusive of
the portion attributable to the Class I-P Principal Distribution Amount), and
(iii) the Class I-A-44 Liquidation Amount.
Class I-A-48 Accretion Termination Date--The earlier to
occur of:
o the Distribution Date on which the aggregate Class
Principal Balance of the Class I-A-45, Class I-A-46 and
Class I-A-47 Certificates have been reduced to zero; and
o the Distribution Date on which the aggregate Class
Principal Balance of the Group C-B Certificates have been
reduced to zero.
Class I-A-48 Accretion Direction Rule: On each Distribution
Date on or before the Class I-A-48 Accretion Termination Date, the Class
I-A-48 Accrual Amount will be distributed pursuant to Section 4.01(A)(a)(ii),
as principal, to certain Accretion Direction Certificates, in reduction of
their aggregate Class Principal Balance to their aggregate TAC balance as
shown in Schedule X hereto for such Distribution Date, sequentially, as
follows:
(i) to the Class I-A-45 Certificates, in an amount up to the
amount necessary to reduce its Class Principal Balance to its
PAC balance as shown in Schedule VI for such Distribution Date;
(ii) to the Class I-A-46 and Class I-A-47 Certificates, pro
rata, until their respective Class Principal Balances are
reduced to zero;
(iii) to the Class I-A-45 Certificates, without regard to
its PAC balance for such Distribution Date, until its Class
Principal Balance is reduced to zero; and
(iv) to the Class I-A-48 Certificates.
Class I-A-48 Accrual Amount--On each Distribution Date on or
before the Class I-A-48 Accretion Termination Date, an amount equal to accrued
interest that would otherwise be distributable in respect of interest on the
Class I-A-48 Certificates on that Distribution Date pursuant 4.01(A)(a)(ii).
Class I-P Fraction--With respect to each Class I-P Mortgage
Loan, a fraction, the numerator of which is 6.50% minus the Net Mortgage Rate
on that Class I-P Mortgage Loan and the denominator of which is 6.50%.
Class I-P Mortgage Loans--The Group I Mortgage Loans having
Net Mortgage Rates less than 6.50% per annum.
18
Class I-P Principal Distribution Amount--For each
Distribution Date, a portion of the Available Distribution Amount for the
Group I Mortgage Loans for such Distribution Date equal to the related Class
I-P Fraction of the sum of (i) scheduled principal due (whether or not
received) and (ii) unscheduled collections of principal received (including
net Liquidation Proceeds allocable to principal with respect to the Class I-P
Mortgage Loans) and constituting a part of the Available Distribution Amount
for Loan Group I for that Distribution Date, in each case, on or in respect of
a Class I-P Mortgage Loan for that Distribution Date.
Class II-P Fraction--With respect to each Class II-P
Mortgage Loan, a fraction, the numerator of which is 6.00% minus the Net
Mortgage Rate on that Class II-P Mortgage Loan and the denominator of which is
6.00%.
Class II-P Mortgage Loans--The Group II Mortgage Loans
having Net Mortgage Rates less than 6.00% per annum.
Class II-P Principal Distribution Amount--For each
Distribution Date, a portion of the Available Distribution Amount for the
Group II Mortgage Loans for such Distribution Date equal to the related Class
II-P Fraction of the sum of (i) scheduled principal due (whether or not
received) and (ii) unscheduled collections of principal received (including
net Liquidation Proceeds allocable to principal with respect to the Class II-P
Mortgage Loans) and constituting a part of the Available Distribution Amount
for Loan Group II for that Distribution Date, in each case, on or in respect
of a Class II-P Mortgage Loan for that Distribution Date.
Class III-P Fraction--With respect to each Class III-P
Mortgage Loan, a fraction, the numerator of which is 6.50% minus the Net
Mortgage Rate on that Class III-P Mortgage Loan and the denominator of which
is 6.50%.
Class III-P Mortgage Loans--The Group III Mortgage Loans
having Net Mortgage Rates less than 6.50% per annum.
Class III-P Principal Distribution Amount--For each
Distribution Date, a portion of the Available Distribution Amount for the
Group III Mortgage Loans for such Distribution Date equal to the related Class
III-P Fraction of the sum of (i) scheduled principal due (whether or not
received) and (ii) unscheduled collections of principal received (including
Net Liquidation Proceeds allocable to principal with respect to the Class
III-P Mortgage Loans) and constituting part of the Available Distribution
Amount for Loan Group III for that Distribution Date, in each case, on or in
respect of a Class III-P Mortgage Loan for that Distribution Date.
Class IV-P Deferred Amounts--As of any date of
determination, the amount required to be paid to the holders of the Class IV-P
Certificates pursuant to Section 4.01(A)(e)(i).
Class IV-P Fraction--With respect to each Class IV-P
Mortgage Loan, a fraction, the numerator of which is 7.50% minus the Net
Mortgage Rate on that Class IV-P Mortgage Loan and the denominator of which is
7.50%.
Class IV-P Mortgage Loans--The Group IV Mortgage Loans
having Net Mortgage Rates less than 7.50% per annum.
19
Class IV-P Principal Distribution Amount--For each
Distribution Date, a portion of the Available Distribution Amount for the
Group IV Mortgage Loans for such Distribution Date equal to the related Class
IV-P Fraction of the sum of (i) scheduled principal due (whether or not
received) and (ii) unscheduled collections of principal received (including
Net Liquidation Proceeds allocable to principal) and constituting part of the
Available Distribution Amount for Loan Group IV for that Distribution Date, in
each case, on or in respect of a Class IV-P Mortgage Loan which was not
subject to a Prepayment Penalty at origination.
Class IV-P-P Principal Distribution Amount--For each
Distribution Date, a portion of the Available Distribution Amount for the
Group IV Mortgage Loans for such Distribution Date equal to the related Class
IV-P Fraction of the sum of (i) scheduled principal due (whether or not
received) and (ii) unscheduled collections of principal received (including
Net Liquidation Proceeds allocable to principal) and constituting part of the
Available Distribution Amount for Loan Group IV for that Distribution Date, in
each case, on or in respect of a Class IV-P Mortgage Loan which was subject to
a Prepayment Penalty at origination.
Class IV-X Notional Amount--For any Distribution Date and
the Class IV-X Certificates, the product of (x) the aggregate Stated Principal
Balance, as of the second preceding Due Date after giving effect to Scheduled
Payments for that Due Date, whether or not received, or for the initial
Distribution Date, as of the Cut-off date, of the Premium Rate Mortgage Loans
with respect to Loan Group IV and (y) a fraction, the numerator of which is
the weighted average of the Stripped Interest Rates for the Premium Rate
Mortgage Loans in Loan Group IV as of that Due Date and the denominator of
which is 7.50%. The Class IV-X Notional Amount as of the closing date will be
approximately $3,652,491.
Class Interest Shortfall: As to any Distribution Date and
each Class of 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 Notional Amount: Any of the Class I-A-2 Notional
Amount, Class I-A-28 Notional Amount, Class I-A-32 Notional Amount, Class
I-A-33 Notional Amount, Class C-X Notional Amount or Class IV-X Notional
Amount, as applicable.
Class P Fraction: Any of the Class I-P, Class II-P, Class
III-P or Class IV-P Fraction, as applicable.
Class P Mortgage Loan: Any of the Class I-P, Class II-P,
Class III-P or Class IV-P Mortgage Loans, as applicable.
Class P Principal Distribution Amount: Any of the Class I-P
Principal Distribution Amount, Class II-P Principal Distribution Amount, Class
III-P Principal Distribution Amount, Class IV-P Principal Distribution Amount
or Class IV-P-P Principal Distribution Amount, as applicable.
Class P-P Deferred Amounts--As of any date of determination,
the amount required to be paid to the holders of the Class P-P Certificates
pursuant to Section 4.01(A)(e)(i) and Section 4.01(A)(f)(i).
20
Class Principal Balance: With respect to any Class and as to
any date of determination, the aggregate of the Certificate Balances of all
Certificates of such Class as of such date.
Class Unpaid Interest Amounts: As to any Distribution Date
and Class of interest-bearing 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.
Closing Date: February 28, 2002.
Code: The Internal Revenue Code of 1986, as amended.
Collection Account: The accounts established and maintained
by the Master Servicer or a Servicer in accordance with Section 3.05.
Compensating Interest Payment: For any Distribution Date and
the WMMSC Serviced Mortgage Loans, the lesser of (i) the sum of (a) one
twelfth (1/12) 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 and (ii) the
aggregate Prepayment Interest Shortfall allocable to Payoffs for the WMMSC
Serviced Mortgage Loans. For any Distribution Date and the GreenPoint Serviced
Mortgage Loans, the lesser of (i) 50% of the aggregate Servicing Fee payable
to GreenPoint in respect of the GreenPoint Serviced Mortgage Loans for such
Distribution Date and (ii) the aggregate Prepayment Interest Shortfall with
respect to the GreenPoint Serviced Mortgage Loans. For any Distribution Date
and the Olympus Serviced Mortgage Loans, the lesser of (i) the aggregate
Servicing Fee payable to Olympus in respect of the Olympus Serviced Mortgage
Loans for such Distribution Date and (ii) the aggregate Prepayment Interest
Shortfall resulting from Payoffs with respect to the Olympus Serviced Mortgage
Loans. For any Distribution Date and the Master Serviced Mortgage Loans, the
lesser of (i) one twelfth of 0.25% of the aggregate Stated Principal Balance
of the Master Serviced Mortgage Loans, as of the Due Date in the month of such
Distribution Date and (ii) the aggregate Prepayment Interest Shortfall
resulting from Payoffs with respect to the Master Serviced Mortgage Loans.
Component Principal Balance: For Class I-A-6-1 and Class
I-A-6-2 Component as of any date of determination, an amount equal to the
initial principal balance of that component minus all distributions of
principal and allocations of Realized Losses, including Excess Losses
allocated to that Component.
Corporate Trust Office: With respect to the Trustee, the
designated office of the Trustee at which at any particular time its corporate
trust business with respect to this Agreement shall be administered, which
office at the date of the execution of this Agreement is located at 0 Xxxx Xxx
Xxxxx, Xxxxx XX0-0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Global Corporate
Trust
21
Services. With respect to the Trust Administrator, the designated office
of the Trust Administrator at which any particular time its corporate trust
business with respect to this Agreement shall be administered, which office at
the date of the execution of this Agreement is located at 000 Xxxx 00xx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Corresponding Classes of Certificates: With respect to each
Subsidiary REMIC Regular Interest, any Class of Certificates appearing
opposite such Subsidiary REMIC Regular Interest in the Preliminary Statement.
Credit Support Depletion Date: With respect to the Group IV
Senior Certificates, the first Distribution Date on which the aggregate Class
Principal Balances of the Group IV-B Certificates has been or will be reduced
to zero. With respect to the Group I, Group II and Group III Certificates, the
first Distribution Date on which the aggregate Class Principal Balances of the
Group C-B Certificates has been or will be reduced to zero.
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 Agreements: The agreements, dated as of the date
hereof, among each Custodian and the Trust Administrator and the Trustee.
Custodian: Each 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 Trustee.
Cut-off Date: February 1, 2002.
Cut-off Date Pool Principal Balance: $2,038,014,059.15.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
Stated Principal Balance thereof as of the close of business on the Cut-off
Date.
Data Remittance Date: With respect to any Distribution Date,
the 10th calendar day of the month in which such Distribution Date occurs, or
if such 10th calendar day is not a Business Day, the Business Day immediately
following such 10th calendar day; provided, however, that with respect to
WMMSC, the Data Remittance Date shall be no later than twelve noon, five
Business Days before the related Distribution Date.
Debt Service Reduction: With respect to a Mortgage Loan, 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.
22
Deceased Holder: As defined in Section 4.07.
Deficient Valuation: With respect to any Mortgage Loan, 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.
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.
Depositor: Credit Suisse First Boston Mortgage Acceptance
Corp., a Delaware corporation, or its successor in interest.
Depository Agreement: The Letter of Representation dated as
of the Closing Date by and among DTC, the Depositor and the Trust
Administrator.
Determination Date: With respect to each Distribution Date,
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 preceding
such 10th day.
Disqualified Organization: Any organization defined as a
"disqualified organization" under Section 860E(e)(5) of the Code, which
includes any of the following: (i) the United States, any State or political
subdivision thereof, any possession of the United States, or any agency or
instrumentality of any of the foregoing (other than an instrumentality which
is a corporation if all of its activities are subject to tax and, except for
the FHLMC, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, any international organization,
or any agency or instrumentality of any of the foregoing, (iii) any
organization (other than certain farmers' cooperatives described in Section
521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code
(including the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iv) rural electric and telephone cooperatives described in
Section 1381(a)(2)(C) of the Code, (v) an "electing large partnership" within
the meaning of Section 775 of the Code, and (vi) any other Person so
designated by the Trust Administrator based upon an Opinion of Counsel that
the holding of an Ownership Interest in a Class AR Certificate by such Person
may cause the REMIC or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the
Transfer of an Ownership Interest in a Class AR 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.
23
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 on March 25, 2002.
DLJ Loans: The Mortgage Loans identified as such on the
Mortgage Loan Schedule for which DLJMC is the applicable Seller.
DLJMC: DLJ Mortgage Capital, Inc., a Delaware corporation,
and its successors and assigns.
DTC: The Depository Trust Company.
Due Date: With respect to each Mortgage Loan and any
Distribution Date, the date on which Scheduled Payments on such Mortgage Loan
are due which is either the first day of the month of such Distribution Date,
or if Scheduled Payments on such Mortgage Loan are due on a day other than the
first day of the month, the date in the calendar month immediately preceding
the Distribution Date on which such Scheduled Payments are due, exclusive of
any days of grace.
Eligible Account: Either (i) an account or accounts
maintained with a federal or state chartered depository institution or trust
company acceptable to the Rating Agencies or (ii) an account or accounts the
deposits in which are insured by the FDIC to the limits established by such
corporation, provided that any such deposits not so insured shall be
maintained in an account at a depository institution or trust company whose
commercial paper or other short term debt obligations (or, in the case of a
depository institution or trust company which is the principal subsidiary of a
holding company, the commercial paper or other short term debt obligations of
such holding company) have been rated P-1 and A-1 by Xxxxx'x and S&P,
respectively 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 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;
24
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 (1) above
and entered into with a depository institution or trust
company (acting as a principal) rated A or higher 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 Trust Administrator, as applicable, is
supplying the collateral, an agent for the Trustee, in such
a manner as to accomplish perfection of a security interest
in the collateral by possession of certificated securities;
4. securities bearing interest or sold at a discount issued by
any corporation incorporated under the laws of the United
States of America or any state thereof which has a long-term
unsecured debt rating in the highest available rating
category of each of the Rating Agencies at the time of such
investment;
5. commercial paper having an original maturity of less than
365 days and issued by an institution having a short-term
unsecured debt rating in the highest available rating
category of each of the Rating Agencies at the time of such
investment;
6. a guaranteed investment contract approved by each of the
Rating Agencies and issued by an insurance company or other
corporation having a long-term unsecured debt rating in the
highest available rating category of each of the Rating
Agencies at the time of such investment;
7. money market funds (which may be 12b-1 funds as contemplated
under the rules promulgated by the Securities and Exchange
Commission under the Investment Company Act of 1940) having
ratings in the highest available rating category of Xxxxx'x
and one of the two highest available rating categories of
S&P at the time
25
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
or a Servicer or the Trustee or the Trust Administrator and
any such funds that are managed by the Master Servicer or a
Servicer or the Trust Administrator or the Trust
Administrator or their respective Affiliates or for the
Master Servicer or a Servicer, the Trustee, 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 of an
Underwriter's Exemption.
ERISA-Restricted Certificate: As specified in the
Preliminary Statement.
Escrow Account: The separate account or accounts created and
maintained by the Master Servicer or 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: With respect to the Group IV Senior
Certificates, the amount of any (i) Fraud Loss on a Mortgage Loan in Loan
Group IV realized after the applicable Fraud Loss Coverage Termination Date,
(ii) Special Hazard Loss on a Mortgage Loan in Loan Group IV realized after
the applicable Special Hazard Loss Coverage Termination Date or (iii)
Bankruptcy Loss on a Mortgage Loan in Loan Group IV realized after the
applicable Bankruptcy Coverage Termination Date. With respect to the Group I,
Group II or Group III Certificates, the amount of any (i) Fraud Loss on a
Mortgage Loan in Loan Group I, Loan Group II or Loan Group III realized after
the applicable Fraud Loss Coverage Termination Date, (ii) Special Hazard Loss
on a Mortgage Loan in Loan Group I, Loan Group II or Loan Group III realized
after the applicable Special Hazard Loss Coverage Termination Date or (iii)
Bankruptcy Loss on a Mortgage Loan in
26
Loan Group I, Loan Group II or Loan Group III realized after the applicable
Bankruptcy Coverage Termination Date.
Expense Fee Rate: As to each Mortgage Loan, the sum of the
related Servicing Fee Rate, Lender PMI Rate, if applicable, and the RMIC PMI
Rate, if applicable.
Expense Fees: As to each Mortgage Loan, the sum of the
related Servicing Fee, the Lender PMI Fee, if applicable and the RMIC PMI Fee,
if applicable.
FDIC: The Federal Deposit Insurance Corporation, or any
successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, a
corporate instrumentality of the United States created and existing under
Title III of the Emergency Home Finance Act of 1970, as amended, or any
successor thereto.
Final Scheduled Distribution Date: With respect to the Group
I, Group IV and Class C-P Certificates, February 25, 2032. With respect to the
Group III, Group C-B, Class C-X, Class P-P and Class AR Certificates, March
25, 2032. With respect to the Group II-A-1 Certificates, February 25, 2017.
FNMA: The Federal National Mortgage Association, a federally
chartered and privately owned corporation organized and existing under the
Federal National Mortgage Association Charter Act, or any successor thereto.
Fraud Loan: A Liquidated Mortgage Loan as to which a Fraud
Loss has occurred.
Fraud Loss Coverage Amount: With respect to the Group IV-B
Certificates, as of the Closing Date, $13,852,452 subject to reduction from
time to time by the amount of Fraud Losses allocated to the Group IV-B
Certificates. On each anniversary of the Cut-off Date, the Fraud Loss Coverage
Amount will be reduced as follows: (a) prior to the fifth anniversary of the
Cut-off Date, the Fraud Loss Coverage Amount will be reduced to an amount
equal to the lesser of (i) on the first anniversary of the Cut-off Date, 2% of
the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group IV
and on the second, third and fourth anniversaries of the Cut-off Date, 1% of
the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group IV,
in each case as of such anniversary date and (ii) the excess of the Fraud Loss
Coverage Amount as of the preceding anniversary of the Cut-off Date (or, in
the case of the first such anniversary, as of the Cut-off Date) over the
cumulative amount of Fraud Losses on the Mortgage Loans allocated to the Group
IV-B Certificates since such preceding anniversary or the Cut-off Date, as the
case may be, and (b) on the fifth anniversary of the Cut-off Date, to zero.
With respect to the Group C-B Certificates, as of the Closing Date,
$26,907,829, subject to reduction from time to time by the amount of Fraud
Losses allocated to the Group C-B Certificates. On each anniversary of the
Cut-off Date, the Fraud Loss Coverage Amount will be reduced as follows: (a)
prior to the fifth anniversary of the Cut-off Date, the Fraud Loss Coverage
Amount will be reduced to an amount equal to the lesser of (i) on the first
anniversary of the Cut-off Date, 2% of the aggregate Stated Principal Balance
of the Mortgage Loans in Loan Group I, Loan Group II and Loan Group III and on
the second, third and fourth anniversaries of the Cut-off Date, 1% of the
aggregate Stated Principal Balance of the Mortgage Loans in Loan Group I, Loan
Group II and Loan Group III, in each case as of such anniversary date and (ii)
the
27
excess of the Fraud Loss Coverage Amount as of the preceding anniversary
of the Cut-off Date (or, in the case of the first such anniversary, as of the
Cut-off Date) over the cumulative amount of Fraud Losses on the Mortgage Loans
allocated to the Group C-B Certificates since such preceding anniversary or
the Cut-off Date, as the case may be, and (b) on the fifth anniversary of the
Cut-off Date, to zero.
Fraud Loss Coverage Termination Date: The point in time at
which the applicable Fraud Loss Coverage Amount is reduced to zero.
Fraud Losses: Realized Losses on the Mortgage Loans 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 Primary
Mortgage Insurance Policy because of such fraud, dishonesty or
misrepresentation.
GreenPoint: GreenPoint Mortgage Funding, Inc., and its
successors and assigns.
GreenPoint Loans: The Mortgage Loans identified as such on
the Mortgage Loan Schedule for which GreenPoint is the applicable Seller.
GreenPoint Mortgage Loan Purchase Agreement: That certain
mortgage loan purchase agreement dated as of February 1, 2002, between DLJMC,
as purchaser, and GreenPoint, as seller, of the GreenPoint Loans.
GreenPoint Serviced Mortgage Loan: The Mortgage Loans,
identified as such in the Mortgage Loan Schedule, for which GreenPoint is the
applicable Servicer.
Group: When used with respect to the Mortgage Loans, any of
Group I, Group II, Group III or Group IV or with respect to the Certificates,
the Class or Classes of Certificates that relate to the corresponding Group or
Groups.
Group C-B Component Balance: With respect to each of the
Group I, Group II and Group III Mortgage Loans, the excess, if any, of the
then outstanding aggregate Stated Principal Balance of the Mortgage Loans in
that Loan Group (less the applicable Class P Fraction of any applicable Class
P Mortgage Loan) over the then outstanding aggregate Class Principal Balance
of the related Senior Certificates less the applicable Class P Fraction of any
applicable Class P Mortgage Loan in such Group.
Group C-B Percentage: For any Distribution Date, the
aggregate Class Principal Balance of the Group C-B Certificates immediately
prior to such Distribution Date divided by the outstanding aggregate Stated
Principal Balance of the Group I, Group II and Group III Mortgage Loans (other
than the Class I-P, Class II-P and Class III-P Fractions of the applicable
Class P Mortgage Loans) as of the Due Date related to that Distribution Date.
Group I: With respect to the Mortgage Loans, the pool of
fixed rate Mortgage Loans identified in the related Mortgage Loan Schedule as
having been assigned to Group I or with respect to the Certificates as
identified in the Preliminary Statement.
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Group I Priority Amount: For any Distribution Date, the sum
of the Class I-A-4 Priority Amount and the Class I-A-44 Priority Amount.
Group I Certificates: As identified in the Preliminary
Statement.
Group I Senior Liquidation Amount: As to any Distribution
Date, the aggregate, for each Mortgage Loan in Loan Group I which became a
Liquidated Mortgage Loan during the calendar month preceding the month of that
Distribution Date, of the lesser of (i) the Group I Senior Percentage of the
Stated Principal Balance of such Mortgage Loan (exclusive of the Class I-P
Fraction of that balance, with respect to any Class I-P Mortgage Loan) and
(ii) the applicable Senior Prepayment Percentage of the Liquidation Principal
with respect to such Mortgage Loan.
Group I Senior Percentage: As to any Distribution Date, the
percentage equivalent of a fraction the numerator of which is the aggregate of
the Class Principal Balances of the Group I Certificates (other than the Class
I-P Fraction of any Class I-P Mortgage Loans) immediately prior to such
Distribution Date and the denominator of which is the aggregate of the Stated
Principal Balances of the Mortgage Loans in Loan Group I less the Class I-P
Fraction of the Class I-P Mortgage Loans, as of the Due Date related to that
Distribution Date; provided, however, in no event will the Group I Senior
Percentage exceed 100%.
Group I Senior Principal Distribution Amount: As to any
Distribution Date, the sum of (i) the Group I Senior Percentage of the
Principal Payment Amount (exclusive of the portion attributable to the Class
I-P Principal Distribution Amount) for Loan Group I, (ii) the Senior
Prepayment Percentage of the Principal Prepayment Amount (exclusive of the
portion attributable to the Class I-P Principal Distribution Amount) for Loan
Group I, and (iii) the Group I Senior Liquidation Amount.
Group II: With respect to the Mortgage Loans, the pool of
fixed rate Mortgage Loans identified in the related Mortgage Loan Schedule as
having been assigned to Group II or with respect to the Certificates as
identified in the Preliminary Statement.
Group II Certificates: As identified in the Preliminary
Statement.
Group II Senior Liquidation Amount: As to any Distribution
Date, the aggregate, for each Mortgage Loan in Loan Group II which became a
Liquidated Mortgage Loan during the calendar month preceding the month of that
Distribution Date, of the lesser of (i) the Group II Senior Percentage of the
Stated Principal Balance of such Mortgage Loan (exclusive of the Class II-P
Fraction of that balance, with respect to any Class II-P Mortgage Loan) and
(ii) the applicable Senior Prepayment Percentage of the Liquidation Principal
with respect to such Mortgage Loan.
Group II Senior Percentage: As to any Distribution Date, the
percentage equivalent of a fraction the numerator of which is the aggregate of
the Class Principal Balances of the Group II Certificates (less the Class II-P
Fraction of the Class II-P Mortgage Loans) immediately prior to such
Distribution Date and the denominator of which is the aggregate of the Stated
Principal Balances of the Mortgage Loans in Loan Group II less the Class II-P
Fraction of the Class II-P Mortgage Loans, as of the Due Date related to that
Distribution Date; provided, however, in no event will the Group II Senior
Percentage exceed 100%.
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Group II Senior Principal Distribution Amount: As to any
Distribution Date, the sum of (i) the Group II Senior Percentage of the
Principal Payment Amount (exclusive of the portion attributable to the Class
II-P Principal Distribution Amount) for Loan Group II, (ii) the Senior
Prepayment Percentage of the Principal Prepayment Amount (exclusive of the
portion attributable to the Class II-P Principal Distribution Amount) for Loan
Group II, and (iii) the Group II Senior Liquidation Amount.
Group III: With respect to the Mortgage Loans, the pool of
fixed rate Mortgage Loans identified in the related Mortgage Loan Schedule as
having been assigned to Group III or with respect to the Certificates, as
identified in the Preliminary Statement.
Group III Certificates: As identified in the Preliminary
Statement.
Group III Senior Liquidation Amount: As to any Distribution
Date, the aggregate, for each Mortgage Loan in Loan Group III which became a
Liquidated Mortgage Loan during the calendar month preceding the month of that
Distribution Date, of the lesser of (i) the Group III Senior Percentage of the
Stated Principal Balance of such Mortgage Loan (exclusive of the Class III-P
Fraction of that balance, with respect to any Class III-P Mortgage Loan) and
(ii) the applicable Senior Prepayment Percentage of the Liquidation Principal
with respect to such Mortgage Loan.
Group III Senior Percentage: As to any Distribution Date,
the percentage equivalent of a fraction the numerator of which is the
aggregate of the Class Principal Balances of the Group III Certificates (less
the Class III-P Fraction of the Class III-P Mortgage Loans) immediately prior
to such Distribution Date and the denominator of which is the aggregate of the
Stated Principal Balances of the Mortgage Loans in Loan Group III less the
Class III-P Fraction of the Class III-P Mortgage Loans, as of the first day of
the related Due Period; provided, however, in no event will the Group III
Senior Percentage exceed 100%.
Group III Senior Principal Distribution Amount: With respect
to any Distribution Date, the sum of (i) the Group III Senior Percentage of
the Principal Payment Amount (exclusive of the portion attributable to the
Class III-P Principal Distribution Amount), (ii) the Senior Prepayment
Percentage of the Principal Prepayment Amount (exclusive of the portion
attributable to the Class III-P Principal Distribution Amount) for Loan Group
III and (iii) the Group III Senior Liquidation Amount.
Group IV: With respect to the Mortgage Loans, the pool of
fixed rate Mortgage Loans identified in the related Mortgage Loan Schedule as
having been assigned to Group IV or with respect to the Certificates, as
identified in the Preliminary Statement.
Group IV-B Balance - With respect to the Group IV-B
Certificates and any Distribution Date, the aggregate Class Principal Balance
of the Group IV-B Certificates for such Distribution Date.
Group IV Senior Liquidation Amount: As to any Distribution
Date, the aggregate, for each Mortgage Loan in Loan Group IV which became a
Liquidated Mortgage Loan during the calendar month preceding the month of that
Distribution Date, of the lesser of (i) the Group IV Senior Percentage of the
Stated Principal Balance of such Mortgage Loan
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(exclusive of the Class IV-P Fraction of that balance, with respect to any
Class IV-P Mortgage Loan) and (ii) the applicable Senior Prepayment Percentage
of the Liquidation Principal with respect to such Mortgage Loan.
Group IV Senior Percentage: As to any Distribution Date, the
percentage equivalent of a fraction the numerator of which is the aggregate of
the Class Principal Balances of the Group IV Senior Certificates (less the
Class IV-P Fraction of the Class IV-P Mortgage Loans) immediately prior to
such Distribution Date and the denominator of which is the aggregate of the
Stated Principal Balances of the Mortgage Loans in Loan Group IV less the
Class IV-P Fraction of the Class IV-P Mortgage Loans, as of the Due Date
related to that Distribution Date; provided, however, in no event will the
Group IV Senior Percentage exceed 100%.
Group IV Senior Principal Distribution Amount: As to any
Distribution Date, the sum of (i) the Group IV Senior Percentage of the
Principal Payment Amount (exclusive of the portion attributable to the Class
IV-P Principal Distribution Amount and the Class IV-P-P Principal Distribution
Amount), (ii) the Senior Prepayment Percentage of the Principal Prepayment
Amount (exclusive of the portion attributable to the Class IV-P Principal
Distribution Amount and the Class IV-P-P Principal Distribution Amount) for
Loan Group IV, and (iii) the Group IV Senior Liquidation Amount.
Group IV Subordinate Percentage: For any Distribution Date,
the excess of 100% over the Group IV Senior Percentage for that Distribution
Date.
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.
Individual Certificate: Any Class I-A-19, Class I-A-22,
Class I-A-24, Class I-A-35, Class I-A-51 or Class I-A-55 Certificate with a
$1,000 Certificate Balance.
Initial Bankruptcy Loss Coverage Amount: With respect to the
Group IV-B Certificates, $330,317.34. With respect to the Group C-B
Certificates, $320,127.76.
Initial Class Principal Balance: As set forth in the
Preliminary Statement.
Insurance Policy: With respect to any Mortgage Loan included
in the Trust Fund, any Mortgage Guaranty Insurance Policy, the RMIC PMI
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, the RMIC PMI
Policy and 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 Master
Servicer's or a Servicer's normal servicing procedures.
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Interest Determination Date: With respect to the LIBOR
Certificates and for each Accrual Period, the second LIBOR Business Day
preceding the commencement of such Accrual Period.
Interest Distribution Amount: With respect to any
Distribution Date and interest-bearing Class of Certificates, the sum of (i)
one month's interest accrued during the related Accrual Period at the
applicable Pass-Through Rate for such Class on the related Class Principal
Balance or Class Notional Amount, as applicable, subject to reduction pursuant
to Section 4.01(B), and (ii) any Class Unpaid Interest Amounts for such Class
and Distribution Date.
Interest Rate: With respect to each Subsidiary REMIC
Interest, the applicable rate set forth or calculated in the manner described
in the Preliminary Statement.
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.
Investment Depository: JPMorgan Chase Bank, New York, New
York or another bank or trust company designated from time to time by WMMSC.
The Investment Depository shall at all times be an Eligible Institution.
Latest Possible Maturity Date: With respect to any REMIC
Regular Interest, March 2037.
Lender PMI Fee: As to each Lender PMI Mortgage Loan and any
Distribution Date, an amount equal to one month's interest at the Lender PMI
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).
Lender PMI Mortgage Loan: Those Mortgage Loans indicated on
the Mortgage Loan Schedule as to which the lender (rather than borrower)
acquires the Primary Insurance Policy and charges the related borrower an
interest premium.
Lender PMI Rate: With respect to Lender PMI Mortgage Loan,
the per annum rate specified on the Mortgage Loan Schedule.
LIBOR: With respect to each Distribution Date and the LIBOR
Certificates, the rate for one month United States dollar deposits quoted on
Telerate Page 3750 as of 11:00 A.M., London time, on the related Interest
Determination Date relating to each Class of LIBOR Certificates. If such rate
does not appear on such page (or such other page as may replace that page on
that service, or if such service is no longer offered, such other service for
displaying LIBOR or comparable rates as may be reasonably selected by the
Trust Administrator after consultation with DLJMC), the rate will be the
Reference Bank Rate. If no such quotations can be obtained and no Reference
Bank Rate is available, the Certificate Index will be the Certificate Index
applicable to the preceding Distribution Date. On the Interest Determination
Date immediately preceding each Distribution Date, the Trust Administrator
shall determine the
32
Certificate Index for the Accrual Period commencing on such Distribution Date
and inform the Master Servicer and each Servicer of such rate.
LIBOR Business Day: Any day other than (i) a Saturday or a
Sunday or (ii) a day on which banking institutions in the State of New York or
in the City of London, England are required or authorized by law to be closed.
LIBOR Certificates: As specified in the Preliminary
Statement.
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 the Master Servicer or the related Servicer has determined (in
accordance with this 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.
Liquidation Expenses: Customary and reasonable "out of
pocket" expenses incurred by the Master Servicer or a Servicer (or the related
Sub-Servicer) in connection with the liquidation of any defaulted Mortgage
Loan and not recovered by the Master Servicer or the Servicer (or the related
Sub-Servicer) under a Primary Mortgage 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 the Master Servicer or a Servicer pursuant to Section 3.11
hereof respecting the related Mortgage and any related and unreimbursed
expenditures for real estate property taxes or for property restoration or
preservation to the extent not previously reimbursed under any hazard
insurance policy for reasons other than such Servicer's failure to comply with
Section 3.11 hereof.
Liquidation Principal: As to any Distribution Date and a
Loan Group, the principal portion of Liquidation Proceeds received with
respect to each Mortgage Loan in that Loan Group which became a Liquidated
Mortgage Loan (but not in excess of the principal balance thereof) during the
preceding calendar month.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise
or amounts received in connection with any condemnation or partial release of
a Mortgaged Property related to a Mortgage Loan and any other proceeds
received in connection with an REO Property.
Living Holders: Holders of the Class I-A-19, Class I-A-22,
Class I-A-24, Class I-A-35, Class I-A-51 or Class I-A-55 Certificates, other
than the Deceased Holders.
Loan Group: Any of Loan Group I, Loan Group II, Loan Group
III or Loan Group IV, as applicable.
Loan Group I: All Mortgage Loans identified as Loan Group I
Mortgage Loans on the Mortgage Loan Schedule.
33
Loan Group II: All Mortgage Loans identified as Loan Group
II Mortgage Loans on the Mortgage Loan Schedule.
Loan Group III: All Mortgage Loans identified as Loan Group
III Mortgage Loans on the Mortgage Loan Schedule.
Loan Group IV: All Mortgage Loans identified as Loan Group
IV Mortgage Loans on the Mortgage Loan Schedule.
Loan-to-Value Ratio: As of any date, the fraction, expressed
as a percentage, the numerator of which is the Stated Principal Balance of the
related Mortgage Loan at the date of determination and the denominator of
which is the Appraised Value of the Mortgaged Property.
Lost Mortgage Note: Any Mortgage Note the original of which
was permanently lost or destroyed and has not been replaced.
Lower Tier REMIC A: As described in the Preliminary
Statement.
Lower Tier REMIC A Interest: Any one of the Lower Tier REMIC
A Regular Interests.
Lower Tier REMIC A Regular Interest: Any one of the "regular
interests" in REMIC A described in the Preliminary Statement.
Lower Tier REMIC B: As described in the Preliminary
Statement.
Lower Tier REMIC B Interest: Any one of the Lower Tier REMIC
B Regular Interests.
Lower Tier REMIC B Regular Interest: Any one of the "regular
interests" in Lower Tier REMIC B described in the Preliminary Statement.
Master REMIC: As described in the Preliminary Statement.
Master REMIC Rounding Account Regular Interests: Six
principal only, uncertificated REMIC Regular interests issued by the Master
REMIC to Credit Suisse First Boston Corporation, each in the amount of
$999.99, each of which corresponds to the rights of Credit Suisse First Boston
Corporation a Rounding Account.
Master Serviced Mortgage Loans: The Mortgage Loans directly
serviced by an entity other than WMMSC.
Master Servicer: Chase Manhattan Mortgage Corporation, a New
Jersey corporation, its successors and assigns.
Moody's: Xxxxx'x Investors Service, Inc. or any successor
thereto.
34
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 in real property securing a Mortgage Note.
Mortgage File: For each Mortgage Loan, the Trustee Mortgage
File and the Servicer Mortgage File.
Mortgage Guaranty Insurance Policy: Each policy of primary
mortgage guaranty insurance or any replacement policy therefor with respect to
any Mortgage Loan.
Mortgage Loans: Such of the mortgage loans 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.
Mortgage Loan Purchase Agreement: That certain mortgage loan
purchase and sale agreement dated as of February 1, 2002, between the
Depositor, as purchaser, and WMMSC, as seller, of the WMMSC Loans, and that
certain mortgage loan purchase agreement dated, as of February 1, 2002,
between DLJMC, as purchaser and GreenPoint, as seller.
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 applicable Seller to reflect the addition of
Qualified Substitute Mortgage Loans and the purchase of Mortgage Loans
pursuant to Section 2.02 or 2.03) transferred to the Trustee as part of the
Trust Fund and from time to time subject to this Agreement, attached hereto as
Schedule I, setting forth the following information with respect to each
Mortgage Loan and applicable Servicer by Loan Group:
1. the Mortgage Loan identifying number;
2. the Mortgagor's name;
3. the street address of the Mortgaged Property including the
state and zip code;
4. a code indicating the type of Mortgaged Property and the
occupancy status.
5. the original months to maturity or the remaining months to
maturity from the Cut-off Date, in any case based on the
original amortization schedule and, if different, the
maturity expressed in the same manner but based on the actual
amortization schedule;
6. the Loan-to-Value Ratio at origination;
7. the Mortgage Rate as of the Cut-off Date;
35
8. the stated maturity date;
9. the amount of the Scheduled Payment as of the Cut-off Date;
10. the original principal amount of the Mortgage Loan;
11. the principal balance of the Mortgage Loan as of the close of
business on the Cut-off Date, after deduction of payments of
principal due on or before the Cut-off Date whether or not
collected;
12. a code indicating the purpose of the Mortgage Loan (i.e.,
purchase, rate and term refinance, equity take-out refinance);
13. whether such Mortgage Loan has a Prepayment Penalty;
14. whether such Mortgage Loan is a RMIC PMI Mortgage Loan;
15. the Expense Fee Rate as of the Cut-off Date;
16. the Servicing Fee Rate;
17. whether such Mortgage Loan is a DLJ Loan, a GreenPoint Loan
or a WMMSC Loan;
18. whether such Mortgage Loan is a WMMSC Serviced Mortgage Loan,
an Olympus Serviced Mortgage Loan, a GreenPoint Serviced
Mortgage Loan or a Master Serviced Mortgage Loan; and
19. a code indicating whether the Mortgage Loan is a Lender PMI
Mortgage Loan and, in the case of any Lender PMI Mortgage
Loan, a percentage representing the amount of the related
Lender PMI Rate.
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:
(i) the number of Mortgage Loans;
(ii) 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
(iii) the weighted average Mortgage Rate of the Mortgage
Loans.
Mortgage Note: The original executed note or other evidence
of the indebtedness of a Mortgagor under a Mortgage Loan.
Mortgage Rate: The annual rate of interest borne by a
Mortgage Note.
Mortgaged Property: The underlying real property securing a
Mortgage Loan.
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Mortgagor: The obligor on a Mortgage Note.
MR Interest: The sole class of "residual interest" in the
Master REMIC.
Net Liquidation Proceeds: With respect to any Liquidated
Mortgage Loan, the excess of the related Liquidation Proceeds over the sum of
Liquidation Expenses, Expense Fees and unreimbursed Advances and Servicing
Advances.
Net Mortgage Rate: As to each Mortgage Loan, and at any
time, the per annum rate equal to the Mortgage Rate for such Mortgage Loan
less the related Expense Fee Rate.
Net Prepayment Interest Shortfalls: As to any Distribution
Date and Loan Group, the amount by which the aggregate of Prepayment Interest
Shortfalls for such Loan Group during the related Prepayment Period exceeds
the Compensating Interest Payment allocable to that Loan Group for such
Distribution Date.
1933 Act: The Securities Act of 1933, as amended.
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 such Master
Servicer or Servicer, will not be ultimately recoverable by such Master
Servicer or Servicer from the related Mortgagor, related Liquidation Proceeds
or otherwise.
Notional Amount Certificates: As specified in the
Preliminary Statement.
Offered Certificates: As specified in the Preliminary
Statement.
Officer's Certificate: A certificate signed by the Chairman
of the Board, any Vice Chairman of the Board, the President, an Executive Vice
President, Senior Vice President, a Vice President, or other authorized
officer, the Treasurer, the Secretary, or one of the Assistant Treasurers or
Assistant Secretaries of the Depositor, the Sellers, the Master Servicer, the
Servicers, a Sub-Servicer, the Special Servicer, the Trust Administrator or
the Trustee, as the case may be, and delivered to the Depositor, the Master
Servicer, the Sellers, the Servicers, the Special Servicer, the Trust
Administrator or the Trustee, as required by this Agreement.
Olympus: Olympus Servicing, L.P., a Delaware limited
partnership, and its successors and assigns.
Olympus Serviced Mortgage Loans: The Mortgage Loans,
identified as such in the Mortgage Loan Schedule, for which Olympus is the
applicable Servicer and if Olympus is the Special Servicer, any Special
Serviced Mortgage Loan.
Opinion of Counsel: A written opinion of counsel, who may be
internal counsel for the Depositor, the Master Servicer or a Servicer,
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 the REMIC or
compliance with the REMIC Provisions, such counsel must (i) in fact be
independent of the
37
Depositor, the Master Servicer and the applicable Servicer, (ii) not have
any direct financial interest in the Depositor, the Master Servicer or
such Servicer or in any affiliate of any 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.
Optional Termination: The purchase of the Mortgage Loans
pursuant to Section 11.01(1)(x) and Section 11.01 (1)(y).
Optional Termination Date: The date fixed for the purchase
of the Mortgage Loans in one or more Loan Groups pursuant to Section 11.01.
OTS: The Office of Thrift Supervision.
Outsourcer: As defined in Section 3.02.
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.
Pass-Through Entity: (a) a regulated investment company
described in Section 851 of the Code, a real estate investment trust described
in Section 856 of the Code, a common trust fund or an organization described
in Section 1381(a) of the Code, (b) any partnership, trust or estate or (c)
any person holding a Class A Certificate as nominee for another person.
Pass-Through Rate: For any interest-bearing Class of
Certificates, the per annum rate set forth or calculated in the manner
described in the Preliminary Statement. Interest on the Certificates will be
computed on the basis of a 360-day year comprised of twelve 30-day months.
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 with respect to a
WMMSC Serviced Mortgage Loan, on which a Payoff was received by WMMSC during
the related Prepayment Period, the aggregate of the interest earned by WMMSC
from investment of each such Payoff from the date of receipt of such Payoff
until the Business Day immediately preceding the related Distribution Date
(net of investment losses).
Payoff Interest: For any Distribution Date 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 the month of distribution
through the day of receipt thereof; to the extent (together with Payoff
Earnings and the portion of the aggregate Servicing Fee described in clause
(i) of the definition of Compensating Interest Payment payable to WMMSC) not
required to be distributed as Compensating Interest Payment
38
on such Distribution Date, Payoff Interest shall be payable to WMMSC as
additional servicing compensation.
Percentage Interest: As to any Certificate, either the
percentage set forth on the face thereof or equal to the percentage obtained
by dividing the Denomination of such Certificate by the aggregate of the
Denominations of all Certificates of the same Class.
Person: Any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization
or government, or any agency or political subdivision thereof.
Physical Certificates: As set forth in the Preliminary
Statement.
Planned Balance: With respect to the Class I-A-1, Class
I-A-3, Class I-A-27, Class I-A-29, Class I-A-30, Class I-A-53 and Class I-A-54
Certificates and any Distribution Date appearing on Schedule V hereto, the
applicable amount appearing opposite such Distribution Date for the aggregate
of such Classes on such Schedule V. With respect to the Component I-A-6-1 and
any Distribution Date appearing on Schedule VII hereto, the applicable amount
appearing opposite such Distribution Date for such Class on such Schedule VII.
With respect to the Component I-A-6-2 and any Distribution Date appearing on
Schedule VIII hereto, the applicable amount appearing opposite such
Distribution Date for such Class on such Schedule VIII. With respect to the
Class I-A-45 Certificates and any Distribution Date, appearing on Schedule VI
hereto, the applicable amount appearing opposite such Distribution Date for
such Class on such Schedule VI.
Planned Principal Classes: As specified in the Preliminary
Statement.
Premium Rate Mortgage Loans: With respect to Loan Group I,
the Mortgage Loans having Net Mortgage Rates in excess of 6.50%. With respect
to Loan Group II, the Mortgage Loans having Net Mortgage Rates in excess of
6.00%. With respect to Loan Group III, the Mortgage Loans having Net Mortgage
Rates in excess of 6.50%. With respect to Loan Group IV, the Mortgage Loans
having Net Mortgage Rates in excess of 7.50%.
Prepayment Interest Shortfall: As to any Mortgage Loan,
Distribution Date and Principal Prepayment (other than a Payoff on a WMMSC
Serviced Mortgage Loan, 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, on the outstanding principal
balance of such Mortgage Loan immediately prior to such prepayment and (ii)
the amount of interest actually received with respect to such Mortgage Loan in
connection with such Principal Prepayment.
Prepayment Penalty: With respect to any Mortgage Loan, any
penalty required to be paid if the Mortgagor prepays such Mortgage Loan as
provided in the related Mortgage Note or Mortgage.
39
Prepayment Period: With respect to each Distribution Date
and each Payoff with respect to a 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 Curtailment with respect to a WMMSC Serviced
Mortgage Loan, the related "Prepayment Period" will be the calendar month
preceding the month in which the related Distribution Date occurs. With
respect to each Distribution Date and each Payoff or Curtailment with respect
to any other Mortgage Loans, the related "Prepayment Period" will be the
calendar month preceding the month in which the related Distribution Date
occurs.
Principal Payment Amount: For any Distribution Date and a
Loan Group, the sum of (i) the principal portion of Scheduled Payments on the
Mortgage Loans in that Loan Group due on the Due Date related to that
Distribution Date, (ii) the principal portion of repurchase proceeds received
with respect to any Mortgage Loan in that Loan Group that was repurchased as
permitted or required by this Agreement during the calendar month preceding
the month of the Distribution Date and (iii) any other unscheduled payments of
principal that were received on the Mortgage Loans in that Loan Group during
the preceding calendar month, other than Principal Prepayments or Liquidation
Principal.
Principal Prepayment: Any payment of principal on a Mortgage
Loan which constitutes a Payoff or Curtailment.
Principal Prepayment Amount: For any Distribution Date and a
Loan Group, the sum of all Principal Prepayments relating to the Mortgage
Loans in such Loan Group which were received during the related Prepayment
Period.
Principal Transfer Amount: For any Distribution Date and
each Undercollateralized Group, the excess, if any, of the aggregate Class
Principal Balance of the Class A Certificates related to such
Undercollateralized Group over the aggregate Stated Principal Balance of the
Mortgage Loans in such group.
Private Certificates: As set forth in the Preliminary
Statement.
Pro Rata Share: As to any Distribution Date and the Class
IV-B-1, Class IV-B-2, Class IV-B-3, Class IV-B-4, Class IV-B-5, Class IV-B-6
and Class IV-B-7 Certificates, the portion of the related Subordinate
Principal Distribution Amount allocable to such Class, equal to the product of
the related Subordinate Principal Distribution Amount on such Distribution
Date and a fraction, the numerator of which is the related Class Principal
Balance of such Class and the denominator of which is the aggregate of the
Class Principal Balances of the Group IV-B Certificates. As to any
Distribution Date and the Class C-B-1, Class C-B-2, Class C-B-3, Class C-B-4,
Class C-B-5 and Class C-B-6 Certificates, the portion of the related
Subordinate Principal Distribution Amount allocable to such Class, equal to
the product of the related Subordinate Principal Distribution Amount on such
Distribution Date and a fraction, the numerator of which is the related Class
Principal Balance of such Class and the denominator of which is the aggregate
of the Class Principal Balances of the Group C-B Certificates.
40
Prospectus: The Prospectus, dated February 22, 2002,
relating to the offering by the Depositor from time to time of its
Mortgage-Backed Pass-Through Certificates (Issuable in Series) in the form in
which it was or will be filed with the Securities and Exchange Commission
pursuant to Rule 424(b) under the 1933 Act with respect to the offer and sale
of the offered certificates.
Prospectus Supplement: The Prospectus Supplement, dated
February 27, 2002, relating to the offering of the Offered Certificates in the
form in which it was or will be filed with the Securities and Exchange
Commission pursuant to Rule 424(b) under the 1933 Act with respect to the
offer and sale of the offered certificates.
Purchase Price: With respect to any Mortgage Loan required
to be purchased by a Seller pursuant to Section 2.02 or 2.03 or purchased at
the option of the Special Servicer pursuant to Section 3.11(g), the sum of (i)
100% of the unpaid principal balance of the Mortgage Loan on the date 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 date through which interest
was last paid by the Mortgagor or advanced (and not reimbursed) to
Certificateholders, to the Due Date in the month in which the Purchase Price
is to be distributed to Certificateholders and (iii) the amount of any
unreimbursed Servicing Advances made by a Servicer with respect to such
Mortgage Loan. With respect to any Mortgage Loan required or allowed to be
purchased, the Servicer or the related Seller, as applicable, shall deliver to
the Trustee 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: A Mortgage Loan
substituted by a Seller for a Deleted Mortgage Loan which must, on the date of
such substitution, as confirmed in a Request for Release, substantially in the
form of Exhibit K (i) have a Stated Principal Balance, after deduction of the
principal portion of the Scheduled Payment due in the month of substitution
(or, in the case of a substitution of more than one mortgage loan for a
Deleted Mortgage Loan, an aggregate principal balance), 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 no greater than (and not more than one year
less than that of) the Deleted Mortgage Loan; and (v) comply with each
representation and warranty set forth in Section 2.03(b).
41
Rating Agencies: Xxxxx'x, Fitch and S&P, or any successor to
either thereto.
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 principal balance of the Mortgage Loan) as of the date of such
liquidation, equal to (i) the 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, minus (iii)
the Net Liquidation Proceeds, if any, received during the month in which such
liquidation occurred, to the extent applied as recoveries of interest at the
Net Mortgage Rate and to principal of the Liquidated Mortgage Loan; (2) for
any Mortgage Loan subject to a Deficient Valuation, the excess of the Stated
Principal Balance of that Mortgage Loan over the principal amount as reduced
in connection with the proceedings resulting in the Deficient Valuation; or
(3) for any Debt Service Reduction Mortgage Loan, the present value of all
monthly Debt Service Reductions on the Mortgage Loan, assuming that the
mortgagor pays each Scheduled Payment on the applicable Due Date and that no
Principal Prepayments are received on the Mortgage Loan, discounted at the
applicable Mortgage Rate.
Record Date: With respect to any Distribution Date and the
Certificates other than the LIBOR Certificates held in Book-Entry Form, the
close of business on the last Business Day of the month preceding the month in
which the applicable Distribution Date occurs. With respect to the LIBOR
Certificates that are not Physical Certificates and any Distribution Date, the
close of business on the Business Day immediately preceding such Distribution
Date; provided, however, that following the date on which Definitive
Certificates for a Class of LIBOR Certificates are available pursuant to
Section 5.02, the Record Date shall be the close of business on the last
Business Day of the calendar month immediately preceding the month of such
Distribution Date. The preceding sentences notwithstanding, the Record Date
for the first Distribution Date for all Classes of Certificates shall be the
Closing Date.
Reference Bank Rate: As to any Accrual Period relating to
the LIBOR Certificates as follows: the arithmetic mean (rounded upwards, if
necessary, to the nearest one sixteenth of a percent) of the offered rates for
United States dollar deposits for one month which are offered by the Reference
Banks as of 11:00 A.M., London time, on the Interest Determination Date prior
to the first day of such Accrual Period to prime banks in the London interbank
market for a period of one month in amounts approximately equal to the
aggregate Class Principal Balance of the LIBOR Certificates (other than the
LIBOR Certificates that are Notional Amount 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 (other than the LIBOR Certificates
that are Notional Amount Certificates). If no such quotations can be
42
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. 333-65554), relating to the offering
by the Depositor from time to time of its Mortgage-Backed Pass-Through
Certificates (Issuable in Series) as heretofore declared effective by the
Securities and Exchange Commission.
Regular Certificates: All of the Certificates other than the
Class AR Certificates.
Relief Act: The Soldiers' and Sailors' Civil Relief Act of
1940, as amended.
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
the Master REMIC, Lower Tier REMIC A, REMIC 2 and the Lower Tier REMIC B, as
the context requires.
REMIC Election: An election, for federal income tax
purposes, to treat certain assets as a REMIC.
REMIC Provisions: Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and regulations promulgated thereunder, as the foregoing may be in
effect from time to time.
REO Property: A Mortgaged Property acquired by the Trust
Fund through foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted Mortgage Loan.
Required Insurance Policy: With respect to any 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.
Responsible Officer: When used with respect to the Trustee
or the Trust Administrator, shall mean any officer within the corporate trust
department of the Trustee or the Trust Administrator, as applicable, including
any Assistant Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, any Trust Officer or any other officer of
the Trustee or the Trust Administrator customarily performing functions
similar to those performed by any of the above designated officers, in each
case having direct responsibility for the administration of this Agreement,
and also, with respect to a particular matter, any other
43
officer of the Trustee to whom a matter is referred due to such officer's
knowledge and familiarity with a particular subject.
RMIC PMI Fee: As to each RMIC PMI Mortgage Loan and any
Distribution Date, an amount equal to one month's interest at the RMIC PMI Fee
Rate on the Stated Principal Balance of such RMIC PMI Mortgage Loan as of the
Due Date in the month of such Distribution Date (prior to giving effect to any
Scheduled Payment due on such RMIC PMI Mortgage Loan on such Due Date).
RMIC PMI Fee Rate: With respect to each RMIC PMI Mortgage
Loan, the per annum rate equal to 0.413%.
RMIC PMI Mortgage Loan: Those Mortgage Loans identified on
the Mortgage Loan Schedule as to which the RMIC PMI Policy provides coverage.
RMIC PMI Policy: The mortgage guaranty insurance policy
issued by RMIC, the form of which is attached hereto as Exhibit S.
Rounding Account: For each of the Class I-A-19, Class
I-A-22, Class I-A-24, Class I-A-35, Class I-A-51 and Class I-A-55 Certificate
a separate Eligible Account established and maintained by the Trust
Administrator pursuant to Section 4.07 in the name of the Trustee for the
benefit of the holders of the related Class of Certificates and designated
"Bank One, National Association in trust for registered holders of Credit
Suisse First Boston Mortgage Acceptance Corp., Mortgage Pass-Through
Certificates, Series 2002-5 Class I-A-__." Rounding Accounts shall be held in
trust for the related Certificateholders for the uses and purposes set forth
in this Agreement. The Rounding Accounts shall be held uninvested as part of
the Master REMIC for the uses and purposes set forth in this Agreement.
Rule 144A: Rule 144A under the 1933 Act, as in effect from
time to time.
S&P: Standard & Poor's Ratings Services, a division of The
XxXxxx-Xxxx Companies, Inc., or any successor thereto.
Scheduled Payment: The scheduled monthly payment on a
Mortgage Loan due on any Due Date allocable to principal and/or interest on
such Mortgage Loan pursuant to the terms of the related Mortgage Note.
Seller: DLJMC, GreenPoint or WMMSC, as applicable.
Senior Certificates: As specified in the Preliminary
Statement.
Senior Liquidation Amount: The Group I Senior Liquidation
Amount, Group II Senior Liquidation Amount, Group III Senior Liquidation
Amount or the Group IV Senior Liquidation Amount, as applicable.
Senior Percentage: The Group I Senior Percentage, the Group
II Senior Percentage, the Group III Senior Percentage or the Group IV Senior
Percentage as applicable.
44
Senior Prepayment Percentage: The Senior Prepayment
Percentage for any Distribution Date occurring during the five years beginning
on the first Distribution Date for each of Loan Group I, Loan Group II, Loan
Group III and Loan Group IV will equal 100%. The Senior Prepayment Percentage
for any Distribution Date occurring on or after the fifth anniversary of the
first Distribution Date for each such Loan Group will be as follows: for any
Distribution Date in the first year thereafter, the related Senior Percentage
plus 70% of the related Subordinate Percentage for such Distribution Date; for
any Distribution Date in the second year thereafter, the related Senior
Percentage plus 60% of the related Subordinate Percentage for such
Distribution Date; for any Distribution Date in the third year thereafter, the
related Senior Percentage plus 40% of the related Subordinate Percentage for
such Distribution Date; for any Distribution Date in the fourth year
thereafter, the related Senior Percentage plus 20% of the related Subordinate
Percentage for such Distribution Date; and for any Distribution Date
thereafter, the related Senior Percentage for such Distribution Date. The
following exceptions apply: (i)On any distribution date on or after the
distribution date in March 2007, and for the Group IV, if the related Senior
Percentage exceeds its initial Senior Percentage, as applicable, the Senior
Prepayment Percentage for Group IV for that distribution date will once again
equal 100%; (ii) On any distribution date on or after the distribution date in
March 2007, and for any of the Group I, Group II and Group III Certificates,
if the Senior Percentage for that group exceeds its initial Senior Percentage,
the Senior Prepayment Percentage for each of the Group I, Group II and Group
III Certificates for that distribution date will once again equal 100%; and
(iii) if on any distribution date and any group the allocation to the related
senior certificates in the percentage required would reduce the aggregate
Class Principal Balance of the related senior certificates below zero, the
Senior Prepayment Percentage for that distribution date and group will be
limited to the percentage necessary to reduce that balance to zero.
Notwithstanding the foregoing no decrease in the reduction
to the Senior Prepayment Percentage for Loan Group IV as described above will
occur if as of the first Distribution Date as to which any such decrease
applies (i) the outstanding principal balance of the Group IV Mortgage Loans
delinquent 60 days or more (averaged over the preceding six month period), as
a percentage of the related Group IV-B Balance as of such Distribution Date is
equal to or greater than 50% or (ii) cumulative Realized Losses in Loan Group
IV exceed (a) with respect to the Distribution Date on the fifth anniversary
of the first Distribution Date, 30% of the original Group IV-B Balance as of
the Closing Date (the "Original Subordinate Principal Balance"), (b) with
respect to the Distribution Date on the sixth anniversary of the first
Distribution Date, 35% of the related Original Subordinate Principal Balance,
(c) with respect to the Distribution Date on the seventh anniversary of the
first Distribution Date, 40% of the related Original Subordinate Principal
Balance, (d) with respect to the Distribution Date on the eighth anniversary
of the first Distribution Date, 45% of the related Original Subordinate
Principal Balance and (e) with respect to the Distribution Date on the ninth
anniversary of the first Distribution Date, 50% of the Original Subordinate
Principal Balance; provided, however, any such reduction not permitted on the
first Distribution Date as to which any decrease applies will be permitted on
any subsequent Distribution Date on which the criteria preventing such a
reduction is no longer in effect.
Notwithstanding the foregoing no decrease in the reduction
to the Senior Prepayment Percentage for Loan Group I, Loan Group II or Loan
Group III, as applicable, as described above will occur if as of the first
Distribution Date as to which any such decrease
45
applies (i) the outstanding principal balance of the Mortgage Loans in the
related Loan Group delinquent 60 days or more (averaged over the preceding six
month period), as a percentage of the related Subordinate Component Balance as
of such Distribution Date is equal to or greater than 50% or (ii) cumulative
Realized Losses in such Loan Group exceed (a) with respect to the Distribution
Date on the fifth anniversary of the first Distribution Date, 30% of the
related Subordinate Component Balance as of the Closing Date (the "Original
Subordinate Principal Balance"), (b) with respect to the Distribution Date on
the sixth anniversary of the first Distribution Date, 35% of the related
Original Subordinate Principal Balance, (c) with respect to the Distribution
Date on the seventh anniversary of the first Distribution Date, 40% of the
related Original Subordinate Principal Balance, (d) with respect to the
Distribution Date on the eighth anniversary of the first Distribution Date,
45% of the related Original Subordinate Principal Balance and (e) with respect
to the Distribution Date on the ninth anniversary of the first Distribution
Date, 50% of the Original Subordinate Principal Balance; provided, however,
any such reduction not permitted on the first Distribution Date as to which
any decrease applies will be permitted on any subsequent Distribution Date on
which the criteria preventing such a reduction is no longer in effect. If the
Senior Prepayment Percentage for one of the Group I, Group II or Group III is
not permitted to reduce as provided above due to the limitations set forth
above, then the Senior Prepayment Percentage for such other groups shall not
be permitted to reduce as well.
If on any Distribution Date the allocation to the Group I,
Group II or Group III Certificates of Principal Prepayments in the percentage
required would reduce the aggregate Class Principal Balance of such
Certificates below zero, the Group I Senior Prepayment Percentage, the Group
II Senior Prepayment Percentage or the Group III Senior Prepayment Percentage,
as applicable, for such Distribution Date shall be limited to the percentage
necessary to reduce the aggregate Class Principal Balance of such Certificates
to zero.
Senior Principal Distribution Amount: The Group I Senior
Principal Distribution Amount, the Group II Senior Principal Distribution
Amount, the Group III Senior Principal Distribution Amount or the Group IV
Senior Principal Distribution Amount, as applicable.
Servicers: WMMSC, GreenPoint and Olympus, and any successor
in interest thereto or any successor servicer appointed as provided herein.
Servicer Employee: As defined in Section 3.18.
Servicer Mortgage File: All documents pertaining to a
Mortgage Loan not required to be included in the Trustee Mortgage File and
held by the Master Servicer or the related Servicer or any Sub-Servicer.
Servicing Advance: All customary, reasonable and necessary
"out of pocket" costs and expenses incurred in the performance by a Servicer
or the Master Servicer of its servicing obligations, 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 obligations of the Servicer or the Master Servicer under
the provisions of 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
46
services, appraisal services and real estate broker services); (iv) any
expenses incurred by a Servicer or the Master Servicer in connection with
obtaining an environmental inspection or review pursuant to the second
paragraph of Section 3.11(a) and (v) compliance with the obligations under
Section 3.09.
Servicing Fee: As to each Mortgage Loan and any Distribution
Date, an amount equal to one month's interest at the Servicing Fee Rate on the
Stated Principal Balance of such Mortgage Loan as of the Due Date in the month
of such Distribution Date (prior to giving effect to any Scheduled Payments
due on such Mortgage Loan on such Due Date), subject to reduction as provided
in Section 3.14.
Servicing Fee Rate: As to each Mortgage Loan, the per annum
rate set forth on the related Mortgage Loan Schedule.
Servicing Officer: Any officer of the Master Servicer or 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 by the Master Servicer or 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.
Special Event of Default: An Event of Default under Section
8.01(b) which arises solely from the cumulative effect of a breach or breaches
by WMMSC of its agreements set forth in clauses (i)(x) through (z), inclusive,
of the first paragraph of Section 2.07(g).
Special Hazard Loss: A Realized Loss (or portion thereof)
with respect to a Mortgage Loan arising from any direct physical loss or
damage to a Mortgaged Property which is not covered by a standard hazard
maintenance policy with extended coverage or by a flood insurance policy, if
applicable (or which would not have been covered by such a policy had such a
policy been maintained), which is caused by or results from any cause except:
(i) wear and tear, deterioration, rust or corrosion, mold, wet or dry rot,
inherent vice or latent defect, animals, birds, vermin, insects; (ii)
settling, subsidence, cracking, shrinkage, bulging or expansion of pavements,
foundations, walls, floors, roofs or ceilings; (iii) errors in design, faulty
workmanship or faulty materials, unless the collapse of the property or part
thereof ensues and then only for the ensuing loss; (iv) nuclear or chemical
reaction or nuclear radiation or radioactive or chemical contamination, all
whether controlled or uncontrolled, and whether such loss be direct or
indirect, proximate or remote; (v) hostile or warlike action in time of peace
or war, including action in hindering, combating or defending against an
actual, impending or expected attack (a) by any government of sovereign power,
de jure or de facto, or by any authority maintaining or using military, naval
or air forces, (b) by military, naval or air forces, or (c) by an agent of any
such government, power, authority or forces; (vi) any weapon of war employing
atomic fission or radioactive force whether in time of peace or war; or (vii)
insurrection, rebellion, revolution, civil war, usurped power or action taken
by governmental authority in hindering, combating or defending against such
occurrence, seizure or destruction under quarantine or customs regulations,
confiscation by order of any government or public authority, or risks of
contraband or illegal transportation or trade.
47
Special Hazard Loss Coverage Amount: With respect to the
Group IV-B Certificates, as of the Closing Date, $6,926,226.06 subject in each
case to reduction from time to time, to be an amount equal on any Distribution
Date to the lesser of (a) the greatest of (i) 1% of the aggregate of the
principal balances of the Group IV Mortgage Loans, (ii) twice the principal
balance of the largest Group IV Mortgage Loan and (iii) the aggregate
principal balances of the Group IV Mortgage Loans secured by Mortgaged
Properties located in the single California postal zip code area having the
highest aggregate principal balance of any such zip code area and (b) such
Special Hazard Loss Coverage Amount as of the Closing Date less the amount, if
any, of losses attributable to Special Hazard Mortgage Loans incurred since
the Closing Date. With respect to the Group C-B Certificates, as of the
Closing Date, $13,453,914.53 subject in each case to reduction from time to
time, to be an amount equal on any Distribution Date to the lesser of (a) the
greatest of (i) 1% of the aggregate of the principal balances of the Group I,
Group II and Group III Mortgage Loans, (ii) twice the principal balance of the
largest Group I, Group II or Group III Mortgage Loan and (iii) the aggregate
principal balances of the Group I, Group II and Group III Mortgage Loans
secured by Mortgaged Properties located in the single California postal zip
code area having the highest aggregate principal balance of any such zip code
area and (b) such Special Hazard Loss Coverage Amount as of the Closing Date
less the amount, if any, of losses attributable to Special Hazard Mortgage
Loans incurred since the Closing Date. All 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.
Special Hazard Loss Coverage Termination Date: The point in
time at which the Special Hazard Loss Coverage Amount is reduced to zero.
Special Hazard Loss Mortgage Loan: A Mortgage Loan with
respect to which there has been a Special Hazard Loss.
Special Servicer: Olympus Servicing, L.P., and its
successors and permitted assigns.
Special Serviced Mortgage Loan: The Mortgage Loans for which
the Special Servicer acts as servicer pursuant to this Agreement.
Startup Day: The Closing Date.
Stated Principal Balance: As to any Mortgage Loan and any
date of determination, the principal balance of that Mortgage Loan as of the
Cut-off Date, after application of all scheduled principal payments due on or
before the Cut-off Date, whether or not received, reduced by all amounts
allocable to principal that have been distributed to Certificateholders with
respect to that Mortgage Loan on or before that date of determination, and as
further reduced to the extent that any Realized Loss on that Mortgage Loan has
been allocated to one or more Classes of Certificates on or before that date
of determination.
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Stepdown Percentage: For any Distribution Date, the
percentage indicated below:
DISTRIBUTION DATE OCCURRING IN STEPDOWN PERCENTAGE
------------------------------ -------------------
March 2002 through February 2007 0%
March 2007 through February 2008 30%
March 2008 through February 2009 40%
March 2009 through February 2010 60%
March 2010 through February 2011 80%
March 2011 and thereafter 100%
Stripped Interest Rate: For each Premium Rate Mortgage Loan
and Loan Group, the excess of the Net Mortgage Rate for that Mortgage Loan
over (i) 6.50% per annum with respect to a Premium Rate Mortgage Loan in Loan
Group I, (ii) 6.00% per annum with respect to a Premium Rate Mortgage Loan in
Loan Group II, (iii) 6.50% per annum with respect to a Premium Rate Mortgage
Loan in Loan Group III and (iv) 7.50% per annum with respect to a Premium Rate
Mortgage Loan in Loan Group II in Loan Group IV.
Subordinate Certificates: As specified in the Preliminary
Statement.
Subordinate Component Balance: For any of Loan Group I, Loan
Group II or Loan Group III as of any date of determination, the then
outstanding aggregate Stated Principal Balance of the Mortgage Loans in that
Loan Group (minus the applicable Class P Fraction of any applicable Class P
Mortgage Loan) minus the sum of the then outstanding aggregate Class Principal
Balance of the related Class A Certificates and, in the case of Loan Group II,
the Class AR Certificates.
Subordination Level--On any Distribution Date for any class
of Group C-B Certificates, the percentage obtained by dividing the sum of the
Class Principal Balances of all classes of Group C-B Certificates which are
subordinate in right of payment to that class by the Class Principal Balances
of all classes of Group C-B Certificates, in each case immediately prior to
that Distribution Date. On any Distribution Date for any class of Group IV-B
Certificates, the percentage obtained by dividing the sum of the Class
Principal Balances of all classes of Group IV-B Certificates which are
subordinate in right of payment to that class by the Class Principal Balances
of all classes of Group IV-B Certificates, in each case immediately prior to
that Distribution Date.
Subordinate Liquidation Amount: For any Distribution Date
and Loan Group, the excess, if any, of the aggregate Liquidation Principal for
all Mortgage Loans related to that Loan Group that became Liquidated Mortgage
Loans during the calendar month preceding the month of that Distribution Date,
over the related Senior Liquidation Amount for that Distribution Date.
Subordinate Percentage: For any Distribution Date and group,
the excess of 100% over the related Senior Percentage for that date.
Subordinate Prepayment Percentage: For any Distribution Date
and group, the excess of 100% over the related Senior Prepayment Percentage
for that Distribution Date;
49
provided, however, that if the aggregate Class Principal Balance of the related
Senior Certificates (other than the related portion of the Class C-P, Class P-P
and Class IV-P Certificates, if applicable) is reduced to zero, then the
Subordinate Prepayment Percentage for that Group will equal 100%.
Subordinate Principal Distribution Amount: For the Group
IV-B Certificates and any Distribution Date, the excess of (A) the sum of the
following (i) the Group IV Subordinate Percentage of the Principal Payment
Amount for the Group IV Mortgage Loans (exclusive of the portion thereof
attributable to the Class IV-P Principal Distribution Amount and Class IV-P-P
Principal Distribution Amount), (ii) the related Subordinate Prepayment
Percentage of the Principal Prepayment Amount for the Group IV Mortgage
Loans), and (iii) the Subordinate Liquidation Amount for the Group IV Mortgage
Loans over (B) the amounts required to be distributed to the Class P-P and
Class IV-P Certificates pursuant to Section 4.01(A)(e)(i) on that Distribution
Date.
For any Distribution Date and the Group C-B Certificates,
the excess of (A) the sum of (i) the related Subordinate Percentage of the
Principal Payment Amount for each of Loan Group I, Loan Group II and Loan
Group III (exclusive of the portion thereof attributable to the applicable
Class P Principal Distribution Amounts), (ii) the related Subordinate
Prepayment Percentage of the Principal Prepayment Amount for each of Loan
Groups I (exclusive of the portion thereof attributable to the applicable
Class P Principal Distribution Amount), and (iii) the Subordinate Liquidation
Amount for each of Loan Group I, Loan Group II and Loan Group III over (B) the
sum of (x) the amounts required to be distributed to the Class C-P and Class
P-P Certificates pursuant to Section 4.01(A)(f)(i) and Section 4.01(A)(f)(i)
on that Distribution Date, (y) if one or more of the aggregate Class Principal
Balance of the Group I Certificates, the aggregate Class Principal Balance of
the Group II Certificates or the aggregate Class Principal Balance of the
Group III Certificates has been reduced to zero, principal paid from the
Available Distribution Amount of the Loan Group related to such paid in full
classes to such remaining Classes, as described in Section 4.06(a), and (z)
the amounts paid from the Available Distribution Amount for the
Overcollateralized Group or Groups to the Senior Certificates of the
Undercollateralized Group or Groups, as described Section 4.06(b).
Sub-Servicer: Any other entity with respect to any Mortgage
Loan under any Sub-Servicing Agreement applicable to such Mortgage Loan and
any successors and assigns under such Sub-Servicing Agreement.
Sub-Servicing Agreement: Any servicing agreement between the
Master Servicer or a Servicer and a Sub-Servicer pursuant to which the Master
Servicer or such Servicer delegates any of its servicing responsibilities with
respect to any of the Mortgage Loans.
Subordinate Certificates: As specified in the Preliminary
Statement.
Substitution Adjustment Amount: As defined in Section 2.03.
Targeted Balance: With respect to Component I-A-62 and Class
I-A-13, Class I-A-14, Class I-A-15, Class I-A-16, Class I-A-17, Class I-A-18,
Class I-A-19, Class I-A-20, Class I-A-22, Class I-A-23, Class I-A-24, Class
I-A-34, Class I-A-35, Class I-A-49, Class I-A-50,
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Class I-A-51, Class I-A-52 and Class I-A-55 Certificates, and any Distribution
Date appearing on Schedule IX hereto, the applicable amount appearing opposite
such Distribution Date for the aggregate of such Classes and Component. With
respect to the Class I-A-45, Class I-A-46 and Class I-A-47 Certificates, and
any Distribution Date appearing on Schedule X hereto, the applicable amount
appearing opposite such Distribution Date for the aggregate of such Classes.
Targeted Principal Classes: As specified in the Preliminary
Statement.
Tax Matters Person: The person designated as "tax matters
person" in the manner provided under Treasury regulationss. 1.860F-4(d) and
temporary Treasury regulationss. 301.6231(a)(7)-1T. Initially, the Tax Matters
Person shall be the Trust Administrator.
Telerate Page 3750: The display designated as page 3750 on
Bridge Telerate Service (or such other page as may replace page 3750 on that
service for the purpose of displaying London interbank offered rates of major
banks).
Transferee Affidavit and Agreement: As defined in Section
6.02(g)(i)(B).
Trust Administrator: JPMorgan Chase Bank.
Trust Fund: The corpus of the trust created by this
Agreement consisting of (a) the Mortgage Loans listed in the Mortgage Loan
Schedule, including all interest and principal received or receivable by the
Depositor on or with respect to the Mortgage Loans after the Cut-off Date, but
not including payments of principal and interest due and payable on the
Mortgage Loans on or before the Cut-off Date, together with the Mortgage Files
relating to the Mortgage Loans, (b) REO Property, (c) the funds on deposit in
the Collection Account relating to the Mortgage Loans and the Certificate
Account and all amounts deposited in the Certificate Account pursuant to the
applicable provisions of this Agreement, (d) any insurance policies with
respect to the Mortgage Loans, including the RMIC PMI Policy, (e) the Rounding
Accounts, (f) the Depositor's rights under the Assignment and Assumption
Agreement, and (g) all proceeds of the conversion, voluntary or involuntary,
of any of the foregoing into cash or other liquid property.
Trust Receipt and Final Certification: As defined in Section
2.02(a).
Trust Receipt and Initial Certification: As defined in
Section 2.02(a).
Trustee: Bank One, National Association, a national banking
association, not in its individual capacity, but solely in its capacity as
trustee for the benefit of the Certificateholders under this Agreement, and
any successor thereto, as provided herein.
Trustee Mortgage File: The mortgage documents listed in
Section 2.01 hereof pertaining to a particular Mortgage Loan and any
additional documents required to be added to the Trustee Mortgage File
pursuant to this Agreement.
Undercollateralized Group: As defined in Section 4.06(b).
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Underwriter's Exemption: Prohibited Transaction Exemption
2000-58, 65 Fed. Reg. 67765 (2000), 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,
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.
Voting Rights: The portion of the voting rights of all the
Certificates that is allocated to any Certificate for purposes of the voting
provisions of this Agreement. At all times during the term of this Agreement,
98% of all Voting Rights shall be allocated among the Class A, Class C-P,
Class P-P, Class IV-P, Group IV-B and Group C-B Certificates. The portion of
such 98% Voting Rights allocated to each of the Class A, Class C-P, Class P-P,
Class IV-P, Group IV-B and Group C-B Certificates shall be based on the
fraction, expressed as a percentage, the numerator of which is the aggregate
Class Principal Balance then outstanding and the denominator of which is the
Class Principal Balance of all Classes then outstanding. The Class C-X and
IV-X Certificates shall be each allocated 1% of the Voting Rights. Voting
Rights shall be allocated among the Certificates within each such Class in
proportion to their respective outstanding Class Principal Balances or Class
Notional Amount, as applicable. The Class AR shall have no voting rights.
WMMSC: Washington Mutual Mortgage Securities Corp., a
Delaware corporation, and its successors and assigns.
WMMSC Loans: The Mortgage Loans identified as such in the
Mortgage Loan Schedule, for which WMMSC is the applicable Seller.
WMMSC Serviced Mortgage Loan: The Mortgage Loans, identified
as such in the Mortgage Loan Schedule, for which WMMSC is the applicable
Servicer.
52
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
SECTION 2.01 Conveyance of Trust Fund.
(a) The Depositor hereby sells, transfers, assigns,
delivers, sets over and otherwise conveys to the Trustee for the benefit of
the Certificateholders, without recourse, the Depositor's right, title and
interest in and to (a) the Mortgage Loans listed in the Mortgage Loan
Schedule, including all interest and principal received or receivable by the
Depositor on or with respect to the Mortgage Loans after the Cut-off Date, but
not including payments of principal and interest due and payable on the
Mortgage Loans on or before the Cut-off Date, together with the Mortgage Files
relating to the Mortgage Loans, (b) REO Property, (c) the funds on deposit in
the Collection Account relating to the Mortgage Loans and the Certificate
Account and all amounts deposited in the Certificate Account pursuant to the
applicable provisions of this Agreement, (d) any insurance policies with
respect to the Mortgage Loans, including the RMIC PMI Policy, (e) the Rounding
Accounts, (f) the rights of the Depositor under the Assignment and Assumption
Agreement, (g) all proceeds of the conversion, voluntary or involuntary, of
any of the foregoing into cash or other liquid property. In addition, on or
prior to the Closing Date, the Depositor shall cause RMIC to deliver the RMIC
PMI Policy to the Trust Administrator.
(b) In connection with the transfer and assignment set forth
in clause (a) above, the Depositor has delivered or caused to be delivered to
the Trustee or any Custodian for the benefit of the Certificateholders, the
documents and instruments with respect to each Mortgage Loan as assigned:
(i) (A) the original Mortgage Note bearing all intervening
endorsements and including any riders to the Mortgage Note, endorsed
"Pay to the order of ________________, without recourse" and signed
in the name of the last named endorsee by an authorized officer or
(B) with respect to any Lost Mortgage Note, a lost note affidavit and
indemnity from the 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) 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;
(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
53
recording office, a copy thereof certified by or on behalf of the
applicable Seller, the original to be delivered to such Seller
forthwith after return from such recording office) with evidence of
recording thereon, if any;
(v) the original Assignment of Mortgage as appropriate,
in recordable form, for each Mortgage Loan from the last assignee
assigned in blank;
(vi) 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 applicable
Seller, the original to be delivered to the Trustee forthwith after
return from such recording office); and
(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).
In the event the Depositor delivers to the Trustee or any
Custodian certified copies of any document or instrument set forth in 2.01(b)
because of a delay caused by the public recording office in returning any
recorded document, the Depositor shall deliver or cause to be delivered to the
Trustee or any Custodian, within 60 days of the Closing Date, an Officer's
Certificate which shall (i) identify the recorded document, (ii) state that
the recorded document has not been delivered to the Trustee or any 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 and in the case of (c)
above, such original title policy (together with all riders thereto) upon
receipt from the applicable title insurer.
In the event that in connection with any Mortgage Loan the
Depositor cannot deliver (a) 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 applicable Seller or the Depositor by the applicable title insurer in the
case of clause (c) above, the Depositor shall promptly deliver to the Trustee
or any 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.
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
54
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
Trustee or any 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
Trustee or any Custodian is subsequently located, such original Mortgage Note
shall be delivered to the Trustee or such Custodian within three Business
Days.
(c) The Trustee is authorized to appoint any bank or trust
company approved by the Depositor as Custodian of the documents or instruments
referred to in this Section 2.01, and to enter into a Custodial Agreement for
such purpose and any documents delivered thereunder shall be delivered to the
Custodian and any Officer's Certificates delivered with respect thereto shall
be delivered to the Trustee and the Custodian.
(d) It is the express intent of the parties to this
Agreement that the conveyance of the Mortgage Loans by the Depositor to the
Trustee as provided in this Section 2.01 be, and be construed as, a sale of
the Mortgage Loans by the Depositor to the Trustee. It is, further, not the
intention of the parties to this Agreement that such conveyance be deemed a
pledge of the Mortgage Loans by the Depositor to the Trustee to secure a debt
or other obligation of the Depositor. However, in the event that,
notwithstanding the intent of the parties to this Agreement, the Mortgage
Loans are held to be the property of the Depositor, or if 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 Mortgage Loans and all amounts payable to the
holders of the Mortgage Loans in accordance with the terms thereof and all
proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, including without limitation
all amounts, other than investment earnings, from time to time held or
invested in the Certificate Account, whether in the form of cash, instruments,
securities or other 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
55
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.
SECTION 2.02 Acceptance by the Trustee.
(a) The Trustee acknowledges receipt of the documents
identified in the Trust Receipt and Initial Certification in the form annexed
hereto as Exhibit I and declares that it holds and will hold such documents
and the other documents delivered to it constituting the Mortgage Files, and
that it holds or will hold such other assets as are included in the Trust
Fund, in trust for the exclusive use and benefit of all present and future
Certificateholders. The Trustee acknowledges that it will maintain possession
of the Mortgage Notes in the State of Texas, unless otherwise permitted by the
Rating Agencies.
The Trustee or the Custodian agrees to execute and deliver
on the Closing Date to the Depositor, the Master Servicer, each Seller, each
Servicer and the Trust Administrator a Trust Receipt and Initial Certification
in the form annexed hereto as Exhibit I. Based on its review and examination,
and only as to the documents identified in such Trust Receipt and Initial
Certification, the Trustee or the Custodian acknowledges that such documents
appear regular on their face and relate to such Mortgage Loan. The Trustee or
the Custodian shall be under no duty or obligation to inspect, review or
examine said documents, instruments, certificates or other papers to determine
that the same are genuine, enforceable or appropriate for the represented
purpose or that they have actually been recorded in the real estate records or
that they are other than what they purport to be on their face.
Not later than 90 days after the Closing Date, the Trustee
or Custodian shall deliver to the Depositor, the Master Servicer, each Seller,
each Servicer and the Trust Administrator a Trust Receipt and Final
Certification in the form annexed hereto as Exhibit J, with any applicable
exceptions noted thereon.
If, in the course of such review, the Trustee or Custodian
finds any document constituting a part of a Mortgage File which does not meet
the requirements of Section 2.01, the Trustee or Custodian shall list such as
an exception in the Trust Receipt and Final Certification; provided, however,
that the Trustee or 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.
56
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
such Seller does not correct or cure such defect within such period, such
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)
purchase such Mortgage Loan from the Trustee or Custodian within 90 days from
the date such 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; provided, however, that a
Seller shall have no liability for recording any Assignment of Mortgage in
favor of the Trustee or for the Trustee's failure to record such Assignment of
Mortgage, and provided, further, that no Seller shall be obligated to
repurchase or cure any Mortgage Loan solely as a result of the Trustee's
failure to record such Assignment of Mortgage. The Trust Administrator shall
deliver written notice to each Rating Agency 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 Trustee.
Any such substitution pursuant to (a) above or purchase pursuant to (b) above
shall not be effected prior to the delivery to the Trustee of the Opinion of
Counsel required by Section 2.05 hereof, if any, and any substitution pursuant
to (a) above shall not be effected prior to the additional delivery to the
Trustee of a Request for Release substantially in the form of Exhibit K. No
substitution is permitted to be made in any calendar month after the
Determination Date for such month. The Purchase Price for any such Mortgage
Loan shall be deposited by the applicable Seller in the Certificate Account on
or prior to the Business Day immediately preceding such Distribution Date in
the month following the month of repurchase and, upon receipt of such deposit
and certification with respect thereto in the form of Exhibit K hereto, the
Trustee shall release the related Mortgage File to such Seller and shall
execute and deliver at such entity's request such instruments of transfer or
assignment prepared by such entity, in each case without recourse, as shall be
necessary to vest in such entity, or a designee, the Trustee's interest in any
Mortgage Loan released pursuant hereto.
(b) It is understood and agreed that the obligation of each
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 such Seller.
SECTION 2.03 Representations and Warranties of the Sellers,
Master Servicer and Servicers.
(a) Each of DLJMC, in its capacity as Seller, GreenPoint, in
its capacity as Seller and Servicer, WMMSC, in its capacity as Seller and
Servicer, CMMC, in its capacity as Master Servicer, and Olympus, in its
capacity as Servicer and Special Servicer, hereby makes the representations
and warranties applicable to it set forth in Schedule IIA, IIB, IIC, IID, or
IIE, as applicable hereto, and by this reference incorporated herein, to the
Depositor, the Trust Administrator and the Trustee, as of the Closing Date, or
if so specified therein, as of the Cut-off Date or such other date as may be
specified.
57
(b) Each of DLJMC, GreenPoint, and WMMSC, in their
capacities as Sellers, hereby makes the representations and warranties set
forth in Schedule IIIA, IIIB or IIIC, as applicable hereto applicable to the
DLJ Loans, the GreenPoint Loans or the WMMSC Loans, respectively, and by this
reference incorporated herein, to the Depositor and 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. Each 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 such Seller to the Trust, it
shall cure such breach in all material respects, and if such breach is not so
cured, shall, (i) if such 90-day period expires prior to the second
anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted
Mortgage Loan") from the Trust Fund and substitute in its place a Qualified
Substitute Mortgage Loan, in the manner and subject to the conditions set
forth in this Section; or (ii) repurchase the affected Mortgage Loan or
Mortgage Loans from the Trustee at the Purchase Price in the manner set forth
below; provided, however, that any such substitution pursuant to (i) above
shall not be effected prior to the delivery to the Trustee and the Trust
Administrator of the Opinion of Counsel required by Section 2.05 hereof, if
any, and any such substitution pursuant to (i) above shall not be effected
prior to the additional delivery to the Trustee or Trust Administrator of a
Request for Release substantially in the form of Exhibit K relating to the
Deleted Mortgage Loan and the Mortgage File for any such Qualified Substitute
Mortgage Loan. The related Seller shall promptly reimburse the Trustee, the
Trust Administrator and the related Servicer for any actual out-of-pocket
expenses reasonably incurred by the Trustee, the Trust Administrator and the
related Servicer in respect of enforcing the remedies for such breach. With
respect to any representation and warranties described in this Section which
are made to the best of a Seller's knowledge if it is discovered by either the
Depositor, the Master Servicer, any Seller, any Servicer, the Trustee or the
Trust Administrator that the substance of such representation and warranty is
inaccurate and such inaccuracy materially and adversely affects the value of
the related Mortgage Loan or the interests of the Certificateholders therein,
notwithstanding such 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 applicable Seller shall deliver to the Trustee for the benefit of
the Certificateholders the Mortgage Note, the Mortgage, the related assignment
of the Mortgage, and such other documents and agreements as are required by
Section 2.01(b), with the Mortgage Note endorsed and the Mortgage assigned as
required by Section 2.01. No substitution is permitted to be made in any
calendar month after the Determination Date for such month. Scheduled Payments
due with respect to Qualified Substitute Mortgage Loans in the month of
substitution shall not be part of the Trust Fund and will be retained by the
applicable 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 such
Seller shall be entitled to retain all
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amounts received in respect of such Deleted Mortgage Loan. The applicable
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 such
Seller shall deliver the amended Mortgage Loan Schedule to the Trustee,
Servicer and 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 applicable 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 or Custodian, as applicable shall release the
Mortgage File held for the benefit of the Certificateholders relating to such
Deleted Mortgage Loan to the applicable Seller and shall execute and deliver
at such Seller's direction such instruments of transfer or assignment prepared
by such Seller, in each case without recourse, as shall be necessary to vest
title in such 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 a 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 with respect to such Deleted
Mortgage Loans shall be deposited in the Collection Account by the related
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.
In the event that a Seller shall have repurchased a Mortgage
Loan, the Purchase Price therefor shall be deposited in the Collection Account
on or before the Business Day immediately preceding the Distribution Date in
the month following the month during which such Seller became obligated
hereunder to repurchase or replace such Mortgage Loan and upon such deposit of
the Purchase Price, the delivery of the Opinion of Counsel if required by
Section 2.05 and receipt of a Request for Release in the form of Exhibit K
hereto, the Trustee, the Trust Administrator or Custodian, as applicable,
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, Trust Administrator or Custodian for the benefit of the
Certificateholders.
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Notwithstanding the foregoing, the substitution of a Deleted
Mortgage Loan that is a WMMSC Serviced Mortgage Loan or the repurchase of a
Mortgage Loan that is a WMMSC Serviced Mortgage Loan by a Seller shall be
subject to, and shall in no way adversely affect, the right of WMMSC to
continue servicing and collecting its Servicing Fee for such Deleted Mortgage
Loan or repurchased 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 Trustee.
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 or Section 2.03 shall be made more than
90 days after the Closing Date unless the applicable Seller delivers to the
Trustee and the Trust Administrator an Opinion of Counsel, which Opinion of
Counsel shall not be at the expense of either 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 the REMIC hereunder to fail
to qualify as a REMIC at any time that any Certificates are outstanding.
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, including the amounts to be deposited into the Rounding
Accounts pursuant to Section 4.07, the receipt of which is hereby
acknowledged. Concurrently with such assignment and delivery and in exchange
therefor, the Trust Administrator pursuant to the written request of the
Depositor executed by an officer of the Depositor, has executed the
Certificates and caused them to be authenticated and delivered to or upon the
order of the Depositor in authorized denominations which evidence ownership of
the Trust Fund. The rights of the Holders of such Certificates to receive
distributions from the Trust Fund and all ownership interests of the Holders
of the Certificates in such distributions shall be as set forth in this
Agreement.
SECTION 2.07 REMIC Provisions.
(a) The Depositor hereby elects and authorizes the Trust
Administrator to treat the Trust Fund as four separate REMICs (the "REMIC")
under the Code and, if necessary, under
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applicable state law. Each such election will be made on Form 1066 or other
appropriate federal tax or information return (including Form 8811) or any
appropriate state return (x) for the taxable year ending on the last day of
the calendar year in which the Certificates are issued and (y) for the taxable
year ending on the last day of the calendar year in which Certificates are
first sold to a third party. The Closing Date is hereby designated as the
"startup day" of each REMIC within the meaning of Section 860G(a)(9) of the
Code. The "regular interests" (within the meaning of Section 860G of the Code)
in the Master REMIC shall consist of the Regular Certificates and the "Class
AR Certificates shall represent the beneficial ownership of the "residual
interest" in each REMIC. Neither the Depositor nor the Trust Administrator nor
the Trustee shall permit the creation of any "interests" (within the meaning
of Section 860G of the Code) in any REMIC other than the Certificates.
(b) The Trust Administrator on behalf of the Holders of the
Class AR Certificates, shall act as agent for the Class AR Certificateholder
as the "tax matters person" (within the meaning of the REMIC Provisions) for
each REMIC, in the manner provided under Treasury regulations section
1.860F-4(d) and temporary Treasury regulations section 301.6231(a)(7)-1T. By
its acceptance of a Class AR Certificate, each Holder thereof shall have
agreed to such appointment and shall have consented to the appointment of the
Trust Administrator as its agent to act on behalf of each REMIC pursuant to
the specific duties outlined herein.
(c) A Holder of the Class AR Certificates, by the purchase
of such Certificates, shall be deemed to have agreed to timely pay, upon
demand by the Trust Administrator, the amount of any minimum California state
franchise taxes due with respect to each REMIC created hereunder under
Sections 23151(a) and 23153(a) of the California Revenue and Taxation Code.
Notwithstanding the foregoing, the Trust Administrator shall be authorized to
retain the amount of such tax from amounts otherwise distributable to such
Holder in the event such Holder does not promptly pay such amount upon demand
by the Trust Administrator. In the event that any other federal, state or
local tax is imposed, including without limitation taxes imposed on a
"prohibited transaction" of a REMIC as defined in Section 860F of the Code,
such tax shall be charged against amounts otherwise available for distribution
to the applicable Holder of a Class AR Certificate and then against amounts
otherwise available for distribution to the Holders of Regular Certificates in
accordance with the provisions set forth in Section 4.01. The Trust
Administrator shall promptly deposit in the Certificate Account any amount of
"prohibited transaction" tax that results from a breach of the Trust
Administrator's duties under this Agreement. The Master Servicer or the
related Servicer shall promptly deposit in the Certificate Account any amount
of "prohibited transaction" tax that results from a breach of the Master
Servicer's or such Servicer's duties, respectively, under this Agreement.
(d) The Trust Administrator shall act as attorney-in-fact
and as agent on behalf of the tax matters person of each REMIC and in such
capacity the Trust Administrator shall: (i) prepare, sign and file, or cause
to be prepared, signed and filed, federal and state tax returns using a
calendar year as the taxable year for each REMIC when and as required by the
REMIC Provisions and other applicable federal income tax laws as the direct
representative of each such REMIC in compliance with the Code and shall
provide copies of such returns as required by the Code; (ii) make an election,
on behalf of each REMIC, to be treated as a REMIC on the federal tax return of
such REMIC for its first taxable year, in accordance with the REMIC
Provisions;
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and (iii) prepare and forward, or cause to be prepared and forwarded, to the
Certificateholders and to any governmental taxing authority all information
reports as and when required to be provided to them in accordance with the
REMIC Provisions. The expenses of preparing and filing such returns shall be
borne by the Trust Administrator. The Depositor, the Master Servicer and the
related Servicer shall provide on a prompt and timely basis to the Trust
Administrator or its designee such information with respect to each REMIC as
is in their possession and reasonably required or requested by the Trust
Administrator to enable it to perform its obligations under this subsection.
In its capacity as attorney-in-fact and as agent on behalf
of the tax matters person, the Trust Administrator shall also: (A) act on
behalf of each REMIC in relation to any tax matter or controversy involving
the Trust Fund, (B) represent the Trust Fund in any administrative or judicial
proceeding relating to an examination or audit by any governmental taxing
authority with respect thereto and (C) cause to be paid solely from the
sources provided herein the amount of any taxes imposed on each REMIC when and
as the same shall be due and payable (but such obligation shall not prevent
the Trust Administrator or any other appropriate Person from contesting any
such tax in appropriate proceedings and shall not prevent the Trust
Administrator from withholding payment of such tax, if permitted by law,
pending the outcome of such proceedings).
(e) The Trust Administrator shall provide (i) to any
transferor of a Class AR Certificate such information as is necessary for the
application of any tax relating to the transfer of a Class AR Certificate to
any Person who is not a permitted transferee, (ii) to the Certificateholders
such information or reports as are required by the Code or the REMIC
Provisions including reports relating to interest, original issue discount and
market discount or premium and (iii) to the Internal Revenue Service the name,
title, address and telephone number of the person who will serve as the
representative of each REMIC.
(f) The Trust Administrator, to the extent directed by the
Trustee, the Depositor and the Holder of the Class AR Certificates shall take
any action or cause the Trust Fund to take any action necessary to create or
maintain the status of each REMIC as a REMIC under the REMIC Provisions and
shall assist each other as necessary to create or maintain such status.
Neither the Trust Administrator, to the extent directed by the Trustee, nor
the Holder of the Class AR Certificates shall take any action, cause the Trust
Fund to take any action or fail to take (or fail to cause the Trust Fund to
take) any action that, under the REMIC Provisions, if taken or not taken, as
the case may be, could (i) endanger the status of each REMIC as a REMIC or
(ii) result in the imposition of a tax upon a REMIC (including, but not
limited to, the tax on prohibited transactions as defined in Code Section
860F(a)(2) and the tax on prohibited contributions set forth in Section
860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the
Trustee and the Trust Administrator has received an Opinion of Counsel (at the
expense of the party seeking to take such action) to the effect that the
contemplated action will not endanger such status or result in the imposition
of such a tax.
The Trustee and the Trust Administrator shall not take or
fail to take any action (whether or not authorized hereunder) as to which the
Master Servicer, a Servicer or the Depositor has advised it in writing that it
has received an Opinion of Counsel to the effect that an Adverse REMIC Event
could occur with respect to such action. In addition, prior to taking any
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action with respect to a REMIC or their assets, or causing any REMIC created
hereunder to take any action, which is not expressly permitted under the terms
of this Agreement, the Trustee and the Trust Administrator will consult with
the Master Servicer, the Servicers and Depositor or their designees, in
writing, with respect to whether such action could cause an Adverse REMIC
Event to occur with respect to any REMIC created hereunder and the Trustee and
the Trust Administrator shall not take any such action or cause that REMIC to
take any such action as to which the Master Servicer, any Servicer or the
Depositor has advised it in writing that an Adverse REMIC Event could occur.
In addition, prior to taking any action with respect to any
REMIC created hereunder or the assets therein, or causing any REMIC created
hereunder to take any action, which is not expressly permitted under the terms
of this Agreement, the Holder of the Class AR Certificates will consult with
the Trust Administrator or its designee, in writing, with respect to whether
such action could cause an Adverse REMIC Event to occur with respect to any
REMIC created hereunder, and no such Person shall take any action or cause the
Trust Fund to take any such action as to which the Trustee or the Trust
Administrator has advised it in writing that an Adverse REMIC Event could
occur. The Trustee or the Trust Administrator may consult with counsel to make
such written advice, and the cost of same shall be borne by the party seeking
to take action not permitted by this Agreement.
At all times as may be required by the Code, the Trust
Administrator will to the extent within its control and the scope of its
duties more specifically set forth herein, maintain substantially all of the
assets of the REMICs as "qualified mortgages" as defined in Section 860G(a)(3)
of the Code and "permitted investments" as defined in Section 860G(a)(5) of
the Code.
(g) In the event that any tax is imposed on "prohibited
transactions" of any REMIC created hereunder, as defined in Section 860F(a)(2)
of the Code, on "net income from foreclosure property" of such REMIC, as
defined in Section 860G(c) of the Code, on any contributions to a REMIC after
the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other
tax is imposed by the Code or any applicable provisions of state or local tax
laws, such tax shall be charged (i) to the related Servicer, if such Servicer
has in its sole discretion determined to indemnify the Trust Fund against such
tax or if such tax arises out of or results from a breach of such Servicer's
duties under (x) Section 2.07(j) of this Agreement to not enter into any
arrangement by which a REMIC would receive a fee or other compensation for
services or to permit such REMIC to receive any income from assets other than
"qualified mortgages" or "permitted investments," (y) Section 3.01 of this
Agreement to not make or permit any modification, waiver or amendment of any
Mortgage Loan which would cause any REMIC created hereunder to fail to qualify
as a REMIC or result in the imposition of any tax under Section 860F(a) or
Section 860G(d) of the Code or (z) Section 3.11(c) of this Agreement to not
cause any REO Property to fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code or to subject any REMIC created
hereunder to the imposition of any federal, state or local income taxes on the
income earned from such Mortgaged Property under Section 860G(c) of the Code
of otherwise, (ii) to the Master Servicer, if such tax arises out of or
results from a breach by the Master Servicer of any of its obligations under
this Article II, (iii) to the Trust Administrator, if such tax arises out of
or results from a breach by the Trust Administrator of any of its obligations
under this Article II or (iv) otherwise against amounts on
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deposit in the Collection Account as provided by Section 3.08 and on the
Distribution Date(s) following such reimbursement the aggregate of such taxes
shall be allocated in reduction of the Interest Distribution Amount on each
Class entitled thereto in the same manner as if such taxes constituted a
Prepayment Interest Shortfall. In accordance with Section 2.07(c), the related
Servicer, the Master Servicer, the Trust Administrator, as applicable, shall
promptly deposit in the Certificate Account any amount of such tax.
For purposes of this Section 2.07(g), a tax is imposed
following the final and unappealable determination under the Code of the
amount of such tax and written notice thereof by the Tax Matters Person to the
party to be charged.
The failure of the related Servicer to promptly deposit in
the Certificate Account any amount of such tax shall be an Event of Default,
as provided in Section 8.01(b). However, in the case of WMMSC, the prompt
deposit of any such amount in the Certificate Account shall cure any Special
Event of Default unless notice of such Special Event of Default is accompanied
by an Opinion of Counsel, at the expense of WMMSC, to the effect that the
cumulative effect of WMMSC's breach or breaches, notwithstanding the deposit
of the amounts of any such tax, shall have given rise to a substantial risk
that any REMIC created hereunder would fail to continue to qualify as a REMIC.
(h) The Trust Administrator shall, for federal income tax
purposes, maintain books and records with respect to each REMIC on a calendar
year and on an accrual basis or as otherwise may be required by the REMIC
Provisions.
(i) Following the Startup Day, no Servicer nor the Trustee
nor the Trust Administrator shall accept any contributions of assets to any
REMIC created hereunder unless (subject to Section 2.05) such Servicer or the
Trustee shall have received an Opinion of Counsel (at the expense of the party
seeking to make such contribution) to the effect that the inclusion of such
assets in a REMIC will not cause that REMIC to fail to qualify as a REMIC at
any time that any Certificates are outstanding, or subject that REMIC to any
tax under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.
(j) No Servicer nor the Trustee nor the Trust Administrator
shall (subject to Section 2.05) enter into any arrangement by which a REMIC
will receive a fee or other compensation for services nor permit such REMIC to
receive any income from assets other than "qualified mortgages" as defined in
Section 860G(a)(3) of the Code or "permitted investments" as defined in
Section 860G(a)(5) of the Code.
(k) Within 30 days after the Closing Date, the Trust
Administrator shall prepare and file with the Internal Revenue Service Form
8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC)
and Issuers of Collateralized Debt Obligations" for each REMIC.
(l) None of the Trustee, Trust Administrator, the Master
Servicer or any Servicer shall sell, dispose of or substitute for any of the
Mortgage Loans (except in connection with (i) the default, imminent default or
foreclosure of a Mortgage Loan, including but not limited to, the acquisition
or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii)
the
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bankruptcy of any REMIC created hereunder, (iii) the termination of any
REMIC created hereunder pursuant to Article X of this Agreement or (iv) a
purchase of Mortgage Loans pursuant to Article II or III of this Agreement)
nor acquire any assets for a REMIC, nor sell or dispose of any investments in
the Collection Account or the Certificate Account for gain nor accept any
contributions to a REMIC after the Closing Date (a) unless it has received an
Opinion of Counsel that such sale, disposition, substitution or acquisition
will not affect adversely the status of any REMIC created hereunder as a REMIC
or (b) unless the Master Servicer or such Servicer has determined in its sole
discretion to indemnify the Trust Fund against such tax.
(m) In order to enable the Trust Administrator to perform
its duties as set forth herein, the Depositor shall provide, or cause to be
provided to the Trust Administrator, within ten days after the Closing Date,
all information or data that the Trust Administrator determines to be relevant
for tax purposes to the valuations and offering prices of the Certificates,
including, without limitation, the price, yield, prepayment assumption and
projected cash flows of the Certificates and the Mortgage Loans and the Trust
Administrator shall be entitled to rely upon any and all such information and
data in the performance of its duties set forth herein. Thereafter, the Master
Servicer shall provide, promptly upon request therefor, any such additional
information or data that the Trust Administrator may from time to time
reasonably request in order to enable the Trust Administrator to perform its
duties as set forth herein and the Trust Administrator shall be entitled to
rely upon any and all such information and data in the performance of its
duties set forth herein. DLJMC shall indemnify the Trust Administrator and
hold it harmless for any loss, liability, damage, claim or expense of the
Trust Administrator arising from any failure of the Depositor to provide, or
to cause to be provided, accurate information or data to the Trust
Administrator on a timely basis. The Master Servicer shall indemnify the Trust
Administrator and hold it harmless for any loss, liability, damage, claim or
expense of the Trust Administrator arising from any failure of the Master
Servicer to provide, or to cause to be provided, accurate information or data
required to be provided by the Master Servicer to the Trust Administrator on a
timely basis; provided, however, that (i) if any Servicer (other than WMMSC)
shall fail to provide such information to the Master Servicer upon timely
request for such information by the Master Servicer, that Servicer shall
indemnify the Master Servicer, the Trust Administrator and hold it harmless
for any loss, liability, damage, claim or expense of the Master Servicer and
the Trust Administrator arising from any failure of that Servicer to provide,
or to cause to be provided, the information referred to above on a timely
basis and (ii) if WMMSC shall fail to provide such information to the Master
Servicer upon timely request for such information by the Master Servicer,
WMMSC shall indemnify the Master Servicer and hold it harmless for any loss,
liability, damage, claim or expense of the Master Servicer arising from any
failure of WMMSC to provide, or to cause to be provided, the information
referred to above on a timely basis. The indemnification provisions hereunder
shall survive the termination of this Agreement and shall extend to any
co-trustee and co-trust administrator appointed pursuant to this Agreement.
SECTION 2.08 Covenants of the Master Servicer and each
Servicer.
The Master Servicer and each Servicer, severally and not
jointly, hereby covenants to the Depositor, the Trustee and the Trust
Administrator as follows:
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(a) Such Servicer or the Master Servicer shall comply in the
performance of its obligations under this Agreement with all reasonable rules
and requirements of the insurer under each Mortgage Guaranty Insurance Policy;
and
(b) No written information, certificate of an officer,
statement furnished in writing or written report delivered to the Depositor,
any affiliate of the Depositor, the Trustee or the Trust Administrator and
prepared by the Master Servicer or such Servicer pursuant to this Agreement
will contain any untrue statement of a material fact.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
SECTION 3.01 Master Servicer and Servicers to Service
Mortgage Loans.
For and on behalf of the Certificateholders, as independent
contractors of the Trustee, the Master Servicer and each Servicer, severally
and not jointly, shall service and administer the Mortgage Loans in accordance
with the terms of this Agreement and with Accepted Servicing Practices. The
obligations of each of WMMSC, GreenPoint, CMMC and Olympus hereunder to
service and administer the Mortgage Loans shall be limited to the WMMSC
Serviced Mortgage Loans, the GreenPoint Serviced Mortgage Loans, Master
Serviced Mortgage Loans and the Olympus 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 WMMSC Serviced
Mortgage Loans (and the related proceeds thereof and related REO Properties),
in the case of WMMSC, the GreenPoint Serviced Mortgage Loans (and the related
proceeds thereof and related REO Properties), in the case of GreenPoint, the
Master Serviced Mortgage Loans (and the related proceeds thereof and related
REO Properties), in the case of CMMC, and the Olympus Serviced Mortgage Loans
(and the related proceeds thereof and related REO Properties) in the case of
Olympus; and in no event shall the Master Servicer or any Servicer have any
responsibility or liability with respect to any of the other Mortgage Loans.
In connection with such servicing and administration, 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 Trustee, 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 which
would cause any REMIC created hereunder to fail to qualify as a REMIC or
result in the imposition of any tax under Section 860F(a) or Section 860G(d)
of the Code. 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 Trustee, is hereby authorized and empowered by the Depositor, the
Trustee 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 Trustee, the Trust Administrator, the Depositor, the
Certificateholders or any of them, any and all instruments of satisfaction or
cancellation, or of
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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 service and administer the Mortgage
Loans 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 preceding paragraph
and unless determined in good faith to be a Nonrecoverable Advance, the Master
Servicer and 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, which advances 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. The costs incurred by the
Master Servicer or a Servicer, if any, in effecting the timely payments of
taxes and assessments on the Mortgaged Properties 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 Mortgage Loans, notwithstanding that the terms of such Mortgage Loans
so permit.
The Master Servicer and each Servicer hereby acknowledges
that, to the extent the Master Servicer or such Servicer has previously
serviced some or all of the Mortgage Loans pursuant to another servicing
agreement, the provisions contained in this 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 WMMSC Serviced Mortgage Loan by any Person shall be
subject to the rights of WMMSC to continue servicing such WMMSC Serviced
Mortgage Loan for the same Servicing Fee substantially in accordance with the
terms of this Agreement.
With respect to the Mortgage Loans, the Servicer (other than
WMMSC) or Master Servicer, as applicable, of such Mortgage Loans agrees that,
with respect to the Mortgagors of such Mortgage Loans, such Master Servicer or
Servicer shall accurately and fully report its borrower credit to Equifax,
Transunion & Experian in a timely manner. WMMSC agrees that, with respect to
the Mortgagors of such Mortgage Loans, WMMSC shall report to Equifax,
Transunion & Experian in a timely manner, that information required by the
Xxxxxx Xxx servicing guide .As of the Closing Date, none of the Group IV
Mortgage Loans are serviced by WMMSC.
SECTION 3.02 Subservicing; Enforcement of the Obligations of
Sub-Servicers.
(a) The Mortgage Loans may be subserviced by a Sub-Servicer
on behalf of the Master Servicer or the related Servicer in accordance with
the servicing provisions of this
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Agreement, provided that the Sub-Servicer is a FNMA-approved lender or a FHLMC
seller/servicer in good standing. The Master Servicer and 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 the Master Servicer or such Servicer of a Sub-Servicer shall not
release the Master Servicer or such Servicer from any of its obligations
hereunder and the Master Servicer or 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 the Master Servicer or such Servicer. The
Master Servicer and each Servicer shall pay all fees and expenses of any
Sub-Servicer engaged by the Master Servicer or such Servicer from its own
funds.
Notwithstanding the foregoing, the Master Servicer and 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 the Master Servicer's or such Servicer's
obligation to perform all or substantially all of the servicing of the related
Mortgage Loans to such Outsourcer. In such event, the use by the Master
Servicer or a Servicer of any such Outsourcer shall not release the Master
Servicer or the related Servicer from any of its obligations hereunder and the
Master Servicer or 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 the Master Servicer or such Servicer shall
pay all fees and expenses of the Outsourcer from such Servicer's own funds.
(b) At the cost and expense of the Master Servicer or a
Servicer, without any right of reimbursement from the Depositor, the Trustee,
the Trust Administrator or the applicable Collection Account, the Master
Servicer or 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 the Master Servicer or
such Servicer, at the Master Servicer's or such Servicer's option, from
electing to service the related Mortgage Loans itself. In the event that the
Master Servicer or 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, the Master Servicer 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. The Master Servicer and
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 the Master Servicer or a
Servicer and its Sub-Servicer, the Master Servicer or a Servicer and its
Outsourcer, or any reference herein to actions taken through the Sub-Servicer,
the Outsourcer, or otherwise, neither the Master Servicer nor the related
Servicer shall be relieved of its obligations to the Depositor, 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 Mortgage Loans. The Master Servicer and each
Servicer shall be entitled to enter into an agreement with its Sub-
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Servicer and Outsourcer for indemnification of the Master Servicer or such
Servicer or Outsourcer, as applicable, by such Sub-Servicer and nothing
contained in this Agreement shall be deemed to limit or modify such
indemnification.
For purposes of this Agreement, the Master Servicer or a
Servicer shall be deemed to have received any collections, recoveries or
payments with respect to the related Mortgage Loans that are received by a
related Sub-Servicer regardless of whether such payments are remitted by the
Sub-Servicer to the Master Servicer or such Servicer.
Any Subservicing Agreement and any other transactions or
services relating to the Mortgage Loans involving a Sub-Servicer shall be
deemed to be between the Sub-Servicer, and the Master Servicer or the related
Servicer alone, and the Depositor, the Trustee, the Trust Administrator 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 other
Servicers or the Special Servicer to pay a Sub-Servicer's fees and expenses.
SECTION 3.03 Special Serviced Mortgage Loans
If directed by the Special Servicer and solely at the
Special Servicer's option, the Master Servicer or a Servicer shall transfer
the servicing of any Mortgage Loan (other than a WMMSC Serviced Mortgage Loan)
91 days or more delinquent to the Special Servicer. The Special Servicer shall
thereupon assume all of the rights and obligations of such Master Servicer or
Servicer hereunder arising thereafter and the related predecessor Servicer
shall have no further responsibility with respect to such Mortgage Loan
(except that the Special Servicer shall not be (i) liable for losses of such
Servicer pursuant to Section 3.05(e) or Section 3.09 hereof or for any acts or
omissions of the related predecessor 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 or
(iii) deemed to have made any representations and warranties of such
predecessor Servicer hereunder). Upon the transfer of the servicing of any
such Mortgage Loan to the Special Servicer, the Special Servicer shall be
entitled to the 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 Master Servicer or each Servicer
shall, at the Special Servicer's expense, 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
related predecessor Servicer for all unreimbursed Advances, Servicing Advances
and Servicing Fees 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 paid by the Special Servicer
to the predecessor servicer pursuant to this Section 3.03. In addition, the
Special Servicer shall amend the Mortgage Loan Schedule to reflect that such
Mortgage Loans are Special Serviced Mortgage Loans.
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With respect to any Special Serviced Mortgage Loan, all
references herein to Servicer shall be deemed to include the Special Servicer,
as servicer, of such Special Serviced Mortgage Loan.
SECTION 3.04 Trust Administrator to Act as Master Servicer
or Servicer.
In the event that (A) the Master Servicer shall for any
reason no longer be Master Servicer hereunder or (B) any Servicer shall for
any reason no longer be a Servicer hereunder and the Master Servicer shall for
any reason no longer be Master Servicer hereunder (including, in each case, by
reason of an Event of Default), the Trust Administrator 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 Trust
Administrator 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 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 such the Master Servicer or such
Servicer hereunder). Any such assumption shall be subject to Section 8.02
hereof.
The Master Servicer and each Servicer shall, upon request of
the Trust Administrator, but at the expense of the Master Servicer or 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 the Master
Servicer or 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 Mortgage Loans have been paid in full or such Mortgage
Loans have become Liquidated Mortgage Loans, the Master Servicer and each
Servicer shall proceed in accordance with Accepted Servicing Practices to
collect all payments due under each of the related 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 Mortgage Loans for which the
Master Servicer or 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 Mortgage Loans and the Mortgaged Properties, to
the end that the installments payable by the Mortgagors will be sufficient to
pay such charges as and when they become due and payable. Consistent with the
foregoing, in connection with Mortgage Loans which it is directly servicing,
the Master Servicer or each Servicer may in its discretion (i) waive any late
payment charge or any prepayment charge or penalty interest in connection with
the prepayment of a Mortgage Loan and (ii) extend the due dates for payments
due on a Mortgage Note for a period not greater than 180 days; provided,
however, that neither the Master Servicer nor such Servicer can extend the
maturity of any such Mortgage Loan past
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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 Master
Servicer or the related Servicer shall make Advances on the related Mortgage
Loan 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. Neither the
Master Servicer nor any Servicer shall be required to institute or join in
litigation with respect to collection of any payment (whether under a
Mortgage, Mortgage Note or otherwise or against any public or governmental
authority with respect to a taking or condemnation) if it reasonably believes
that enforcing the provision of the Mortgage or other instrument pursuant to
which such payment is required is prohibited by applicable law.
(b) The Master Servicer and each Servicer shall segregate
and hold all funds collected and received pursuant to a 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 "[[Master] Servicer's name], in trust for the Holders
of Credit Suisse First Boston Mortgage Acceptance Corp., Mortgage-Backed
Pass-Through Certificates, Series 2002-5" or, if established and maintained by
a Sub-Servicer on behalf of the Master Servicer or a Servicer,
"[Sub-Servicer's name], in trust for [[Master] Servicer's name]" or
"[Sub-Servicer's name], as agent, trustee and/or bailee of principal and
interest custodial account for [[Master] 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 subservicer, the Collection
Account shall be titled "[name of Sub-Servicer's subservicer], in trust for
[Sub-Servicer's name]." Each Collection Account shall be an Eligible Account
acceptable to the Depositor, the Trust Administrator and Trustee. Funds
deposited in a Collection Account may be drawn on by the Master Servicer or
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) The Master Servicer and each Servicer shall deposit in
the applicable Collection Account on a daily basis, unless otherwise
indicated, and retain therein, the following collections remitted by
Sub-Servicers or payments received by the Master Servicer or such Servicer and
payments made by the Master Servicer or 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 Mortgage Loans, including all Principal Prepayments;
(ii) all payments on account of interest on the
related 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 and the Lender PMI Rate, if applicable;
(iii) all Liquidation Proceeds on the related
Mortgage Loans;
(iv) all Insurance Proceeds on the related Mortgage
Loans including amounts required to be deposited pursuant to Section
3.09 (other than proceeds to be held
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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 the Master Servicer or
such Servicer pursuant to Section 5.01;
(vi) no later than the withdrawal from the
Collection Account pursuant to Section 3.08(a)(viii) each month, the
applicable amount of Compensating Interest Payments for the Master
Servicer or such Servicer (or if such Servicer defaults in such
obligation, the Master Servicer) for the related Prepayment Period.
The aggregate of such deposits shall be made from the Master
Servicer's or such Servicer's own funds, without reimbursement
therefor up to the applicable Compensating Interest Payment for the
Master Servicer or such Servicer for the related Distribution Date.
(vii) any amounts required to be deposited by the
Master Servicer or such Servicer in respect of net monthly income
from REO Property pursuant to Section 3.11; and
(viii) 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, Ancillary Income need not be
deposited by the Master Servicer or such Servicer into such Collection
Account. In addition, notwithstanding the provisions of this Section 3.05, the
Master Servicer and each Servicer may deduct from amounts received by it,
prior to deposit to the applicable Collection Account, any portion of any
Scheduled Payment representing the applicable Servicing Fee. In the event that
the Master Servicer or 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. The
Master Servicer and each Servicer shall maintain adequate records with respect
to all withdrawals made by it pursuant to this Section. All funds deposited in
a Collection Account shall be held in trust for the Certificateholders until
withdrawn in accordance with Section 3.08(a).
(d) On or prior to the Closing Date, the Trust Administrator
shall establish and maintain, on behalf of the Certificateholders, the
Certificate Account. The Trust Administrator shall, promptly upon receipt,
deposit in the Certificate Account and retain therein the following:
(i) the aggregate amount remitted by the Master
Servicer to the Trust Administrator pursuant to Section 3.08(a)(viii);
(ii) any amount deposited by the Trust Administrator
pursuant to Section 3.05(e) in connection with any losses on Eligible
Investments; and
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(iii) any other amounts deposited hereunder which are
required to be deposited in the Certificate Account.
In the event that the Master Servicer shall remit to the
Trust Administrator any amount not required to be remitted, it 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.
(e) Each institution at which a Collection Account or the
Certificate Account is maintained shall either hold such funds on deposit
uninvested or shall invest the funds therein as directed in writing by the
Master Servicer or the related Servicer 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, and (ii) in the
case of the Certificate Account, the Business Day immediately preceding the
Distribution Date, or on the Distribution Date, with respect to Eligible
Investments invested with an affiliate of the Trust Administrator, and, in
each case, shall not be sold or disposed of prior to its maturity. 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
Master Servicer or 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 Master Servicer or the related
Servicer in the related Collection Account. Neither the Trustee nor the Trust
Administrator shall be liable for the amount of any loss incurred in respect
of any investment or lack of investment of funds held in a Collection Account
and made in accordance with this Section 3.05. All income and gain net of any
losses realized from any such investment of funds on deposit in the
Certificate Account shall be for the benefit of the Trust Administrator as
compensation and shall be remitted to it monthly as provided herein. The
amount of any realized losses in the Certificate Account incurred in any such
account in respect of any such investments shall promptly be deposited by the
Trust Administrator in the Certificate Account.
(f) The Master Servicer and each Servicer shall give notice
to the Trustee, the Trust Administrator, each related Seller, each Rating
Agency and the Depositor of any proposed change of the location of the related
Collection Account prior to any change thereof. The Trust Administrator shall
give notice to the Master Servicer and each Servicer, each 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.
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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 Mortgage Loan constituting
Escrow Payments separate and apart from any of its own funds and general
assets and shall establish and maintain one or more Escrow Accounts, in the
form of time deposit or demand accounts, titled, in the case of Servicers
other than Olympus, "Credit Suisse First Boston Mortgage Acceptance Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2002-5", in the case of
Olympus, "Olympus Servicing L.P., as Servicer for Credit Suisse First Boston
Mortgage Acceptance Corp. Mortgage-Backed Pass-Through Certificates, Series
2002-5", or, if established and maintained by a Sub-Servicer on behalf of the
Master 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 subservicer, the Escrow Accounts shall be
titled "[name of Sub-Servicer's subservicer] 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 Master Servicer or the related Servicer
in accordance with Section 3.06(d). Except with respect to WMMSC, the creation
of any Escrow Account shall be evidenced by a certification in the form of
Exhibit P hereto. A copy of such certification shall be furnished to the
Depositor, the Trust Administrator and the Trustee.
(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 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.
(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
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insurance premiums or other items constituting Escrow Payments for
the related Mortgage;
(ii) to reimburse the Master Servicer or such
Servicer for any Servicing Advances made by the Master Servicer or
such Servicer with respect to a related Mortgage Loan, but only from
amounts received on the related 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
Mortgage Loan;
(iv) for transfer to the related Collection Account
to reduce the principal balance of the related Mortgage Loan in
accordance with the terms of the related Mortgage and Mortgage Note;
(v) for application to restore or repair of the
related Mortgaged Property in accordance with the procedures outlined
in Section 3.09(e);
(vi) to pay to the related Servicer, or any
Mortgagor to the extent required by law, any interest paid on the
funds deposited in such Escrow Account;
(vii) to remove funds inadvertently placed in such
Escrow Account; and
(viii) to clear and terminate such Escrow Account on
the termination of this Agreement.
(e) With respect to each 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 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 Mortgage Loans and all accounts,
insurance information and other matters relating to this Agreement, such
access being afforded without charge, but only upon reasonable written request
and during normal business hours at the office designated by the Master
Servicer or such Servicer. In addition, each Servicer shall afford the Master
Servicer reasonable access to all records and documentation regarding the
Mortgage Loans and all accounts, insurance information and other matters
relating to this Agreement, such access being afforded without charge, but
only upon reasonable written request and during normal business hours at the
office designated by such Servicer. In addition, each Servicer shall provide
to the Special Servicer reasonable access to all records and documentation
regarding the Mortgage Loans serviced by it that become Special Serviced
Mortgage Loans.
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(b) The Master Servicer and each Servicer,
separately with respect to the Mortgage Loans each serviced shall
inspect the related Mortgaged Properties as often as deemed necessary
by the Master Servicer or 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 Mortgage Loan is
more than 60 days delinquent, the Master Servicer or Servicer, as
applicable, shall conduct subsequent inspections in accordance with
Accepted Servicing Practices or as may be required by the primary
mortgage guaranty insurer. The Master Servicer and 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) The Master Servicer and each Servicer may from time to
time make withdrawals from the related Collection Account for the following
purposes:
(i) to pay to the Master Servicer or such Servicer
(to the extent not previously retained by the Master Servicer or such
Servicer) the servicing compensation to which it is entitled pursuant
to Section 3.14, and to pay to the Master Servicer or such Servicer,
as additional servicing compensation, earnings on or investment
income with respect to funds in or credited to such Collection
Account;
(ii) to reimburse the Master Servicer or such
Servicer for unreimbursed Advances made by it, such right of
reimbursement pursuant to this subclause (ii) being limited to
amounts received on the 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 the Master Servicer or such Servicer);
(iii) to reimburse the Master Servicer or such
Servicer for any Nonrecoverable Advance previously made or any amount
expended pursuant to Section 3.11(a);
(iv) to reimburse the Master Servicer or such
Servicer for (A) unreimbursed Servicing Advances, the Master
Servicer's or such Servicer's right to reimbursement pursuant to this
clause (A) with respect to any Mortgage Loan being limited to amounts
received on such Mortgage Loan which represent late payments of
principal and/or interest (including, without limitation, Liquidation
Proceeds and Insurance Proceeds with respect to such Mortgage Loan)
respecting which any such advance was made and (B) for unpaid
Servicing Fees as provided in Section 3.11 hereof;
(v) to pay to the purchaser, with respect to each
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);
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(vii) to withdraw any amount deposited in such
Collection Account and not required to be deposited therein;
(viii) on the Cash Remittance Date, to withdraw an
amount equal to the portion of each Available Distribution Amount
applicable to the Mortgage Loans serviced by such Servicer for such
Distribution Date and remit such amount to the Master Servicer who
will remit the aggregate of such amounts to the Trust Administrator
for deposit in the Certificate Account;
(ix) to reimburse the Master Servicer or the Servicer
for expenses incurred by it and reimbursable pursuant to Section 7.03;
and
(x) to clear and terminate such Collection Account
upon termination of this Agreement pursuant to Section 10.01 hereof.
The Master Servicer and each Servicer shall keep and
maintain separate accounting, on a 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 a
Nonrecoverable Advance, the Master Servicer or 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 the Master Servicer or such Servicer to be a Nonrecoverable Advance and
identifying the related Mortgage Loans(s), and their respective portions of
such Nonrecoverable Advance or Servicing Advance.
(b) The Trust Administrator shall withdraw funds from the
Certificate Account for distributions to Certificateholders and RMIC, 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;
(ii) to pay to RMIC the RMIC PMI Fee with respect
to each RMIC PMI Mortgage Loan;
(iii) 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
(iv) to clear and terminate the Certificate
Account upon termination of the Agreement pursuant to Section 10.01
hereof.
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SECTION 3.09 Maintenance of Hazard Insurance; Mortgage
Impairment Insurance and Mortgage Guaranty
Insurance Policy; Claims; Restoration of
Mortgaged Property.
(a) The Master Servicer and each Servicer shall cause to be
maintained for each Mortgage Loan hazard insurance such that all buildings
upon the 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
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 Mortgage
Loan and (ii) the greater of (A) the outstanding principal balance of the
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 Mortgage Loan, the related
Mortgaged Property was located in an area identified in the Federal Register
by the Flood Emergency Management Agency as having special flood hazards (and
such flood insurance has been made available), the Master Servicer or the
related Servicer shall cause a flood insurance policy to be maintained with
respect to such 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 is secured by a unit in a condominium project,
the Master Servicer or 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 Master Servicer or the Servicer for mortgage loans that it services on its
own account.
The Master Servicer and each Servicer shall cause to be
maintained on each Mortgaged Property 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 Master Servicer or the related Servicer shall
not be required to bear the cost of such insurance.
All policies required hereunder shall name the Master
Servicer or 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.
A Servicer shall not interfere with the Mortgagor's freedom
of choice at the origination of such Mortgage Loan in selecting either his
insurance carrier or agent, provided,
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however, that the Master Servicer or 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
Master Servicer or 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 the
Master Servicer or 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 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 the Master Servicer or 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
Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so permit.
Such costs shall constitute a Servicing Advance and will be reimbursable to
the Master Servicer or the 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 or maintained on property
acquired in respect of a Mortgage 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 the Master Servicer or 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
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 the Master Servicer or a Servicer under any such
policy relating to a 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 Master Servicer or 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, the
Master Servicer or 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
Mortgage Loans, the Master Servicer or 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.
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(c) With respect to each Mortgage Loan (other than any
Lender PMI Mortgage Loan) with a Loan-to-Value Ratio in excess of 80% which
the applicable Seller represented to be covered by a Mortgage Guaranty
Insurance Policy as of the Cut-off Date, the Master Servicer or 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 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
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 Mortgage Loan was originated. In the event that such
Mortgage Guaranty Insurance Policy shall be terminated, the Master Servicer or
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 Master Servicer or 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 the Master Servicer or 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 Master Servicer or
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 Master Servicer or 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 the Master Servicer or 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, the Master
Servicer and 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 Master
Servicer or 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 the RMIC PMI Mortgage Loans, the RMIC Policy
shall be maintained by the Trustee for the life of such Mortgage Loans, unless
otherwise prohibited by law. The applicable Servicer shall submit all claims
required to be made under the RMIC Policy in a timely fashion and shall
otherwise comply with the terms of the RMIC Policy. The Master Servicer and
each Servicer shall deposit all amounts received under the RMIC Policy into
the Collection Account. The RMIC PMI Fee shall be paid by the Trust
Administrator from amounts withdrawn from the Certificate Account in
accordance with Section 3.08(b)(ii).
With respect to Mortgage Loans which are not RMIC PMI
Mortgage Loans, the Master Servicer and the applicable Servicer each agrees to
effect timely payment of the premiums on each Mortgage Guaranty Insurance
Policy, and such payments shall constitute
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Servicing Advances reimbursable to the Master Servicer or such Servicer
pursuant to Section 3.08.
With respect to the Lender PMI Mortgage Loans, the
applicable Servicer shall maintain the Primary Insurance Policy for the life
of such Mortgage Loans, unless otherwise prohibited by law and shall be
responsible for the payment of the Lender PMI Fee to the applicable insurer.
Such payments shall constitute Servicing Advances reimbursable to such
Servicer pursuant to Section 3.08.
(d) In connection with its activities as servicer, the
Master Servicer and each Servicer agrees to prepare and present, on behalf of
itself, the Depositor, the Trustee, the Trust Administrator and the
Certificateholders, claims to the insurer under any Mortgage Guaranty
Insurance Policy 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 Mortgage Loans. Pursuant to
Section 3.05, any amounts collected by the Master Servicer or 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) Neither the Master Servicer nor a Servicer need obtain
the approval of the Trustee or the Trust Administrator prior to releasing any
Insurance Proceeds to the Mortgagor to be applied to the restoration or repair
of the Mortgaged Property if such release is in accordance with Accepted
Servicing Practices. At a minimum, the Master Servicer and each Servicer shall
comply with the following conditions in connection with any such release of
Insurance Proceeds:
(i) the Master Servicer or such Servicer shall
receive satisfactory independent verification of completion of
repairs and issuance of any required approvals with respect thereto;
(ii) the Master Servicer or 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, the Master
Servicer or such Servicer shall place the Insurance Proceeds in the
related Escrow Account.
(f) If the Trustee or the Trust Administrator is named as an
additional loss payee, the Master Servicer or the related Servicer is hereby
empowered to endorse any loss draft issued in respect of such a claim in the
name of the Trust Administrator.
SECTION 3.10 Enforcement of Due-on-Sale Clauses; Assumption
Agreements.
(a) The Master Servicer and 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
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conveyed by the Mortgagor, the Master Servicer or the related Servicer
shall, to the extent it has knowledge of such conveyance, exercise its rights
to accelerate the maturity of such Mortgage Loan under the "due-on-sale"
clause applicable thereto, provided, however, that the Master Servicer or 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) If the Master Servicer or a Servicer reasonably believes
it is unable under applicable law to enforce such "due-on-sale" clause, the
Master Servicer or 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 the
Master Servicer or 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, the
Master Servicer or a Servicer shall not be deemed to be in default under this
Section by reason of any transfer or assumption which the Master Servicer or
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 Mortgage Loan or the
outstanding principal amount of the Mortgage Loan shall be changed.
(c) To the extent that any Mortgage Loan is assumable, the
Master Servicer or 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
Mortgage Loans. If the credit of the proposed transferee does not meet such
underwriting criteria, the Master Servicer or 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 Mortgage Loan.
(d) 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 a Mortgaged Property has been conveyed to a Person by a 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 Mortgage Loan, the
Master Servicer or 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 Master Servicer
or the related Servicer shall deliver an Officer's Certificate signed by a
Servicing Officer stating that the requirements of this subsection have
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been met in connection therewith. The Master Servicer or the related Servicer
shall notify the Trustee that any such substitution or assumption agreement
has been completed by forwarding to the Trustee the original of such
substitution or assumption agreement, which in the case of the original 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
the Master Servicer or a Servicer for entering into an assumption or
substitution of liability agreement will be retained by the Master Servicer or
such Servicer as additional servicing compensation.
SECTION 3.11 Realization Upon Defaulted Mortgage Loans;
Repurchase of Certain Mortgage Loans.
(a) The Master Servicer and each Servicer shall use
reasonable efforts to foreclose upon or otherwise comparably convert the
ownership of properties securing such of the related 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, the Master Servicer and each Servicer shall
take such action as (i) the Master Servicer or 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) the Master Servicer or such Servicer shall determine
consistently with Accepted Servicing Practices to be in the best interest of
the Trustee and Certificateholders, and (iv) is consistent with the
requirements of the insurer under any Required Insurance Policy; provided,
however, that the Master Servicer or 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 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 the Master Servicer or any Servicer pursuant
to this Section 3.11(a) shall be reimbursable in full pursuant to Section
3.08(a)(iii). The Master Servicer or 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, as
provided in the definition of Liquidation Proceeds or otherwise pursuant to
Section 3.08(a).
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 Master Servicer or the related Servicer has
reasonable cause to believe that a 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 the
Master Servicer or such Servicer. Upon completion of the inspection, the
Master Servicer or 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 Master Servicer or 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
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report, together with the Servicing Advances and Advances made by the
Master Servicer or 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 Master Servicer or 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 the Master Servicer or 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,
the Master Servicer or 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 Master Servicer or 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, the Master Servicer or 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 the Master Servicer or such Servicer shall have no
further obligation to service such Mortgage Loan under the provisions of this
Agreement.
(b) With respect to any REO Property, the deed or
certificate of sale shall be taken in the name of the Trust Administrator for
the benefit of the Certificateholders, or its nominee, on behalf of the
Certificateholders. The Trust Administrator's name shall be placed on the
title to such REO Property solely as the Trust Administrator hereunder and not
in its individual capacity. The Master Servicer or the related Servicer shall
ensure that the title to such REO Property references this Agreement and the
Trust Administrator's capacity hereunder. Pursuant to its efforts to sell such
REO Property, the Master Servicer or 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 Master
Servicer or 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 Master Servicer or 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
Master Servicer or 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
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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 Master Servicer or the related Servicer shall also maintain on each REO
Property fire and hazard insurance with extended coverage in an amount which
is equal to the outstanding principal balance of the related 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 Master Servicer or 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 Master Servicer or
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 obligor 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 Master Servicer or the related Servicer
will cause compliance with the provisions of Treasury Regulation Section
1.1445-2(d)(3) (or any successor thereto) necessary to assure that no
withholding tax obligation arises with respect to the proceeds of such
foreclosure except to the extent, if any, that proceeds of such foreclosure
are required to be remitted to the obligors on such Mortgage Loan.
(d) The decision of the Master Servicer or a Servicer to
foreclose on a defaulted Mortgage Loan shall be subject to a determination by
the Master Servicer or 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
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reimbursement to the Master Servicer or 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 Mortgage Loans (with interest accruing as
though such 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 Mortgage Loan for such calendar month, such excess shall be considered
to be a partial prepayment of principal of the related Mortgage Loan.
(e) The proceeds from any liquidation of a Mortgage Loan, as
well as any income from an REO Property, will be applied in the following
order of priority: first, to reimburse the Master Servicer or the related
Servicer for any related unreimbursed Servicing Advances and Servicing Fees;
second, to reimburse the Master Servicer or 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 the Master Servicer or such Servicer pursuant to Section 3.08(a)(iii) that
related to such 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 Mortgage Loan or related REO Property, at the per annum
rate equal to the related Mortgage Rate reduced by the related Servicing Fee
Rate, the RMIC PMI Fee Rate and the Lender PMI Rate, if applicable, to the Due
Date occurring in the month in which such amounts are required to be
distributed; and fifth, as a recovery of principal of the Mortgage Loan.
Excess Proceeds, if any, from the liquidation of a Liquidated Mortgage Loan
will be retained by the Master Servicer or the related Servicer as additional
servicing compensation pursuant to Section 3.14.
(f) The Master Servicer and each Servicer of the Mortgage
Loans may (but is not obligated to) enter into a special servicing agreement
with an unaffiliated holder of a 100% Percentage Interest of the most junior
class of Subordinate Certificates, subject to each Rating Agency's
acknowledgment that the Ratings of the Certificates in effect immediately
prior to the entering into such agreement would not be qualified, downgraded
or withdrawn and the Certificates would not be placed on credit review status
(except for possible upgrading) as a result of such agreement. Any such
agreement may contain provisions whereby such Holder may (i) instruct the
Master Servicer or the related Servicer to commence or delay foreclosure
proceedings with respect to delinquent Mortgage Loans and will contain
provisions for the deposit of cash with the Master Servicer or such Servicer
by the holder that would be available for distribution to Certificateholders
if Liquidation Proceeds are less than they otherwise may have been had the
Master Servicer or such Servicer acted in accordance with its normal
procedures, (ii) purchase delinquent Mortgage Loans from the Trust Fund
immediately prior to the commencement of foreclosure proceedings at a price
equal to the aggregate outstanding Principal Balance of such Mortgage Loans
plus accrued interest thereon at the applicable Mortgage Rate through the last
day of the month in which such Mortgage Loan is purchased, and/or (iii) assume
all of the servicing rights and obligations with respect to delinquent
Mortgage Loans so long as such Holder (A) meets the requirements for a
Sub-Servicer set forth in Section 3.02(a), (B) will service such Mortgage
Loans in accordance with this Agreement and
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(C) the Master Servicer or the Servicer has the right to transfer such
servicing rights without the payment of any compensation to a subservicer.
(g) The Special Servicer, at its option, may (but is not
obligated to) purchase from the Trust Fund, (a) any Mortgage Loan that is
delinquent in payment 90 or more days or (b) any related Mortgage Loan with
respect to which there has been initiated legal action or other proceedings
for the foreclosure of the related Mortgaged Property either judicially or
non-judicially, in each case, provided that the Special Servicer has the right
to transfer the related servicing rights without the payment of any
compensation to a subservicer. Any such purchase shall be made by the Special
Servicer with its own funds at a price equal to the Purchase Price for such
Mortgage Loan. The applicable Servicer shall be entitled to reimbursement from
the Special Servicer for all expenses incurred by it in connection with the
transfer of any Mortgage Loan to the Special Servicer pursuant to this Section
3.11(g).
SECTION 3.12 Trustee and Trust Administrator to Cooperate;
Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the
receipt by the Master Servicer or a Servicer of a notification that payment in
full will be escrowed in a manner customary for such purposes, the Master
Servicer or such Servicer will immediately notify the Trustee, or the
Custodian on its behalf, by delivering, or causing to be delivered a "Request
for Release" substantially in the form of Exhibit K. Upon receipt of such
request, the Trustee, or the Custodian on its behalf, shall within three
Business Days release the related Mortgage File to the Master Servicer or the
related Servicer, and the Trustee shall within three Business Days of such
Servicer's direction execute and deliver to the Master Servicer or such
Servicer the request for reconveyance, 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, together with 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 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 Trustee, or the Custodian on its behalf
within three Business Days of delivery to the Trustee, or the Custodian on its
behalf of a Request for Release in the form of Exhibit K signed by a Servicing
Officer, release the Mortgage File to the Master Servicer or the related
Servicer. Subject to the further limitations set forth below, the Master
Servicer or the related Servicer shall cause the Mortgage File or documents so
released to be returned to the Trustee, or the Custodian on its behalf, when
the need therefor by the Master Servicer or such Servicer no longer exists,
unless the Mortgage Loan is liquidated and the proceeds thereof are deposited
in the related Collection Account, in which case the Master Servicer or such
Servicer shall deliver to the Trustee, or the Custodian on its behalf, a
Request for Release in the form of Exhibit K, signed by a Servicing Officer.
If the Master Servicer or a Servicer at any time seeks to
initiate a foreclosure proceeding in respect of any Mortgaged Property as
authorized by this Agreement, the Master
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Servicer or 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
the Master Servicer or a Servicer to be Held
for the Trust Administrator.
Notwithstanding any other provisions of this Agreement, the
Master Servicer and each Servicer shall transmit to the Trustee, or the
Custodian on its behalf, as required by this Agreement all documents and
instruments in respect of a Mortgage Loan coming into the possession of the
Master Servicer or the related Servicer from time to time required to be
delivered to the Trustee, or the Custodian on its behalf, pursuant to the
terms hereof and shall account fully to the Trust Administrator for any funds
received by the Master Servicer or such Servicer or which otherwise are
collected by the Master Servicer or such Servicer as Liquidation Proceeds or
Insurance Proceeds in respect of any Mortgage Loan. All Mortgage Files and
funds collected or held by, or under the control of, the Master Servicer or a
Servicer in respect of any 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 Master Servicer or the related Servicer for and on behalf of the Trustee
or the Trust Administrator and shall be and remain the sole and exclusive
property of the Trustee, subject to the applicable provisions of this
Agreement. The Master Servicer and 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
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 Mortgage Loan, except, however, that the Master Servicer or
such Servicer shall be entitled to set off against and deduct from any such
funds any amounts that are properly due and payable to the Master Servicer or
such Servicer under this Agreement.
SECTION 3.14 Servicing Fee.
(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 Mortgage Loans, the amount
of its Servicing Fee, respectively for each Mortgage Loan serviced by it, less
any amounts in respect of its Servicing Fee, payable by such Servicer pursuant
to Section 3.05(c)(vi). The Servicing Fee is limited to, and payable solely
from, the interest portion of such Scheduled Payments collected by the related
Servicer or as otherwise provided in Section 3.08(a). As compensation for its
services hereunder, the Trust Administrator will be entitled to all
reinvestment income earned on amounts on deposit in the Certificate Account.
Investment Earnings on amounts in the Certificate Account shall be remitted to
the Trust Administrator. In connection with the servicing of any Special
Serviced Mortgage Loan,
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the Special Servicer shall receive the Servicing Fee for each such Special
Serviced Mortgage Loan as its compensation and any Ancillary Income earned on
or after the date such loan became a Special Serviced Mortgage Loan with
respect to the Special Serviced Mortgage Loans.
(b) Additional servicing compensation in the form of
Ancillary Income shall be retained by the Master Servicer or the related
Servicer. The Master Servicer and each Servicer shall be required to pay all
expenses incurred by it in connection with its servicing activities hereunder
(including the payment of any expenses incurred in connection with any
Subservicing Agreement entered into pursuant to Section 3.02 and the payment
of any premiums for insurance required pursuant to Section 3.18) and shall not
be entitled to reimbursement thereof except as specifically provided for in
this Agreement.
SECTION 3.15 Access to Certain Documentation.
The Master Servicer and each Servicer shall provide to the
OTS and the FDIC and to comparable regulatory authorities supervising Holders
of Subordinate Certificates and the examiners and supervisory agents of the
OTS, the FDIC and such other authorities, access to the documentation
regarding the related Mortgage Loans required by applicable regulations of the
OTS and the FDIC. Such access shall be afforded without charge, but only upon
reasonable and prior written request and during normal business hours at the
offices designated by such Servicer. Nothing in this Section shall limit the
obligation of the Master Servicer or any Servicer to observe any applicable
law prohibiting disclosure of information regarding the Mortgagors and the
failure of the Master Servicer or such Servicer to provide access as provided
in this Section as a result of such obligation shall not constitute a breach
of this Section. Nothing in this Section 3.15 shall require the Master
Servicer or any Servicer to collect, create, collate or otherwise generate any
information that it does not generate in its usual course of business.
SECTION 3.16 Annual Statement as to Compliance.
The Master Servicer and each Servicer shall deliver to the
Depositor, the Rating Agencies, the Trustee and the Trust Administrator and
each Servicer shall deliver to the Master Servicer on or before 120 days after
the end of such Servicer's fiscal year, commencing in its 2003 fiscal year, an
Officer's Certificate stating, as to the signer thereof, that (i) a review of
the activities of the Master Servicer or such Servicer during the preceding
calendar year and of the performance of the Master Servicer or such Servicer
under this Agreement has been made under such officer's supervision, and (ii)
to the best of such officer's knowledge, based on such review, the Master
Servicer or such Servicer has fulfilled all its obligations under this
Agreement throughout such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to such
officer and the nature and status thereof and the action being taken by the
Master Servicer or such Servicer to cure such default.
SECTION 3.17 Annual Independent Public Accountants'
Servicing Statement; Financial Statements.
On or before 120 days after the end of each Servicer's
fiscal year, commencing in its 2003 fiscal year, the Master Servicer and each
Servicer at its expense shall cause a nationally or regionally recognized firm
of independent public accountants (who may also render other
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services to such Servicer, any Seller or any affiliate thereof) which is a
member of the American Institute of Certified Public Accountants to furnish a
statement to the Trust Administrator, the Trustee and the Depositor and each
servicer shall similarly furnish such a statement to the Master Servicer to
the effect that (i) with respect to the Master Servicer and each Servicer
other than WMMSC, such firm has examined certain documents and records
relating to the servicing of mortgage loans which the Master Servicer or such
Servicer is servicing, including the related Mortgage Loans, and that, on the
basis of such examination, conducted substantially in compliance with the
Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for
HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs,
nothing has come to their attention which would indicate that such servicing
has not been conducted in compliance with Accepted Servicing Practices, except
for (a) such exceptions as such firm shall believe to be immaterial, and (b)
such other exceptions as shall be set forth in such statement and (ii) with
respect to WMMSC as servicer of the WMMSC Serviced Mortgage Loans, in
connection with the firm's examination of the financial statements as of the
previous February 31 of WMMSC's parent corporation (which shall include a
limited examination of WMMSC's financial statements), nothing came to their
attention that indicated that WMMSC was not in compliance with the terms of
this Agreement, except for (a) such exceptions as such firm believes to be
immaterial, and (b) such other exceptions as are set forth in such statement.
In rendering such statement, such firm may rely, as to matters relating to
direct servicing of mortgage loans by Sub-Servicers, upon comparable
statements for examinations conducted substantially in compliance with the
Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for
HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs
(rendered within one year of such statement) of independent public accountants
with respect to the related Sub-Servicer. Copies of such statement shall be
provided by the Trust Administrator to any Certificateholder upon request at
the Master Servicer's or the related Servicer's expense, provided such
statement is delivered by the Master Servicer or such Servicer to the Trust
Administrator.
SECTION 3.18 Maintenance of Fidelity Bond and Errors and
Omissions Insurance.
The Master Servicer and 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 Master Servicer or the related Servicer
against losses, including forgery, theft, embezzlement, fraud, errors and
omissions and negligent acts of the Master Servicer or such Servicer
Employees. Such Fidelity Bond and Errors and Omissions Insurance Policy also
shall protect and insure the Master Servicer and each Servicer against losses
in connection with the release or satisfaction of a related Mortgage Loan
without having obtained payment in full of the indebtedness secured thereby.
No provision of this Section 3.18 requiring such Fidelity Bond and Errors and
Omissions Insurance Policy shall diminish or relieve the Master Servicer or 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. Upon the request of the
Trust Administrator, the Master Servicer or the related Servicer
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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.
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ARTICLE IV
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS
SECTION 4.01 Priorities of Distribution.
(A) On each Distribution Date, with respect to the Group I Certificates,
the Group II Certificates, the Group III Certificates, the Group IV
Certificates, the Class C-P, the Class P-P and the Group C-B
Certificate, the Trust Administrator shall determine the amounts to be
distributed to each class of certificates as follows:
(a) with respect to Group I, Class C-X and the Class C-P Certificates,
before the Credit Support Depletion Date, and from the Available
Distribution Amount relating to Loan Group I:
(i) first, to the Class C-P Certificates, the Class I-P
Principal Distribution Amount;
(ii) second, pro rata, to the Group I Certificates
entitled to interest and Class C-X Certificates, the
applicable Interest Distribution Amount; provided,
however, that for the purpose of distributions to the
Class C-X Certificates pursuant to this paragraph
(a)(ii), only the portion of the Class C-X Notional
Amount derived from the Group I Mortgage Loans shall
be used to calculate the interest distribution to the
Class C-X Certificate provided, further, that on or
before the Class I-A-21 Accretion Termination Date or
the Class I-A-48 Accretion Termination Date, the
Class I-A-21 Accrual Amount and Class I-A-48 Accrual
Amount shall be distributed as principal in
accordance with Class I-A-21 Accretion Directed Rule
and Class I-A-48 Accretion Directed Rule,
respectively; and
(iii) third, to the Group I Certificates, the Group I
Senior Principal Distribution Amount, in the
following order of priority:
(I) concurrently, to the Class I-A-4 and Class I-A-44
Certificates, pro rata, the Group I Priority Amount, until their
respective Class Principal Balances are reduced to zero;
(II) 89.2703622285% sequentially, as follows:
(a) to the Class I-A-1, Class I-A-3, Class I-A-27,
Class I-A-29, Class I-A-30, Class I-A-53 and Class I-A-54
Certificates in the following order, in an amount up to the
amount necessary to reduce their aggregate Class Principal
Balance to their aggregate PAC balance as shown in Schedule V
for such Distribution Date:
1. concurrently, to the following Classes in the
following order:
(A) 24.8139707688%, to the Class I-A-27
Certificates, until its Class Principal Balance is
reduced to zero;
93
(B) 45.3610736690%, sequentially, to the Class
I-A-29 and Class I-A-30 Certificates, in that order, until
their respective Class Principal Balances are reduced to
zero;
(C) 4.2668687012%, to the Class I-A-1 Certificates,
until its Class Principal Balance is reduced to zero; and
(D) 25.5580868610%, to the Class I-A-53
Certificates, until its Class Principal Balance is reduced to
zero.
2. to the Class I-A-3 and Class I-A-54
Certificates, pro rata, until their respective Class Principal
Balances are reduced to zero
(b) concurrently, to the following classes in the
following order:
1. 25.5580608794% sequentially, as
follows:
(A) to the Class I-A-45, Class I-A-46
and Class I-A-47 Certificates, in
reduction of their aggregate Class
Principal Balance to their aggregate
TAC balance as shown in Schedule X
for such Distribution Date,
seqentially, as follows:
(i) to the Class I-A-45 Certificates,
in an amount up to the amount
necessary to reduce its Class
Principal Balance to its PAC
balance as shown in Schedule VI
for such Distribution Date;
(ii) to the Class I-A-46 and Class
I-A-47 Certificates, pro rata,
until their respective Class
Principal Balances are reduced
to zero;
(iii) to the Class I-A-45 Certificates,
without regard to its PAC
balance for such Distribution
Date, until its Class Principal
Balance is reduced to zero;
(B) to the Class I-A-48 Certificates,
until its Class Principal Balance is
reduced to zero;
(C) to the Class I-A-45, Class
I-A-46 and Class I-A-47 Certificates,
without regard to their aggregate TAC
balance, sequentially, as follows:
(i) to the Class I-A-45
Certificates, in an
amount up to the amount
necessary to
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reduce its Class Principal
Balance to its PAC balance
as shown in Schedule VI for
such Distribution Date;
(ii) to the Class I-A-46 and
Class I-A-47 Certificates,
pro rata, until their
respective Class Principal
Balances are reduced to zero;
(iii) to the Class I-A-45
Certificates, without regard
to its PAC balance for such
Distribution Date, until its
Class Principal Balance is
reduced to zero;
2. 2.7571089174% to the Class I-A-5
Certificates, until its Class Principal
Balance is reduced to zero;
3. 31.0000000000% sequentially, as
follows:
(A) to the Component I-A-6-1, in an
amount up to the amount necessary to
reduce its Component Principal
Balance to its PAC balance as shown
in Schedule VII for such Distribution
Date;
(B) to the Class I-A-8, Class I-A-9,
and Class I-A-10 Certificates, pro
rata, until their respective Class
Principal Balances are reduced to
zero;
(C) to the Class I-A-11 Certificates,
until its Class Principal Balance is
reduced to zero;
(D) to the Class I-A-12 Certificates,
until its Class Principal Balance is
reduced to zero;
(E) to the Class I-A-7 Certificates,
until its Class Principal Balance is
reduced to zero;
(F) to the Component I-A-6-1, without
regard to its PAC balance for such
Distribution Date, until its Class
Principal Balance is reduced to zero;
4. 40.1317738609% sequentially, as
follows:
(A) to the Component I-A-6-2 and to
the Class I-A-13, Class I-A-14, Class
I-A-15, Class I-A-16, Class I-A-17,
Class I-A-18, Class I-A-19, Class
I-A-20, Class I-A-22, Class I-A-23,
Class I-A-24, Class I-A-34, Class
I-A-35, Class I-A-49, Class I-A-50,
Class I-A-51, Class I-A-52 and
95
Class I-A-55 Certificates, in
reduction of their aggregate Class
Principal Balance to their aggregate
TAC balance as shown in Schedule IX
for such Distribution Date,
sequentially, as follows:
(i) to the Component I-A-6-2, in an
amount up to the amount necessary
to reduce its Component Principal
Balance to its PAC balance as shown
in Shedule VIII for such
Distribution Date;
(ii) concurrently, to the following
Classes in the following order:
A. 20.9075700544%
sequentially, to the
following classes in the
following order:
(1) to the Class I-A-34
and Class I-A-55
Certificates, pro rata,
until their respective
Class Principal Balances
are reduced to zero;
(2) to the Class I-A-49
Certificates, until its
Class Principal Balances is
reduced to zero; and
(3) to the Class I-A-50,
Class I-A-51 and Class
I-A-52 Certificates, pro
rata, until their
respective Class Principal
Balances are reduced to
zero;
B. 79.0924299456%
sequentially, to the following
Classes in the following order:
(1) to the Class I-A-13,
Class I-A-14, Class
I-A-15, Class I-A-19
and Class I-A-35
Certificates, pro
rata, until their
respective Class
Principal Balances
are reduced to zero;
(2) sequentially, to the
Class I-A-16 and
Class I-A-17
Certificates, in
that order, until
their respective
Class Principal
Balances are reduced
to zero; and
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(3) to the Class I-A-18,
Class I-A-20, Class
I-A-22, Class I-A-23
and Class I-A-24
Certificates, pro
rata, until their
respective Class
Principal Balances
are reduced to zero;
(iii) to the Component I-A-6-2,
without regard to its PAC balance
for such Distribution Date, until
its Class Principal Balance is
reduced to zero;
(B) to the Class I-A-21 Certificates,
until its Class Principal Balance is
reduced to zero;
(C) to the Component I-A-6-2 and to the
Class I-A-13, Class I-A-14, Class I-A-15,
Class I-A-16, Class I-A-17, Class I-A-18,
Class I-A-19, Class I-A-20, Class I-A-22,
Class I-A-23, Class I-A- 24, Class I-A-34,
Class I-A-35, Class I-A-49, Class I-A-50,
Class I-A-51, Class I-A-52 and Class I-A-55
Certificates, without regard to their
aggregate TAC balance, sequentially, as
follows:
(i) to the Component I-A-6-2, in an
amount up to the amount necessary
to reduce its Class Principal
Balance to its PAC balance as shown
in Schedule VIII for such
distribution date;
(ii) concurrently, to the following
Classes in the following order:
A. 20.9075700544% sequentially,
to the following Classes in the
following order:
(1) to the Class I-A-34 and
Class I-A-55 Certificates,
pro rata, until their
respective Class Principal
Balances are reduced to zero;
(2) to the Class I-A-49
Certificates, until its Class
Principal Balances is reduced
to zero; and
(3) to the Class I-A-50,
Class IA-51 and Class I- A-52
Certificates, pro rata, until
their respective Class
Principal Balances are
reduced to zero;
B. 79.0924299456% sequentially,
to the following Classes in the
following order:
(1) to the Class I-A-13,
Class I-A-14, Class I-A- 15,
Class I-A-19 and Class I-A-35
Certificates, pro
97
rata, until their respective
Class Principal Balances are
reduced to zero;
(2) sequentially, to the
Class I-A-16 and Class I-
A-17 Certificates, in that
order, until their respective
Class Principal Balances are
reduced to zero; and
(3) to the Class I-A-18,
Class I-A-20, Class I-A- 22,
Class I-A-23 and Class I-A-24
Certificates, pro rata, until
their respective Class
Principal Balances are
reduced to zero;
(iii) to the Component I-A-6-2,
without regard to its PAC balance
for such Distribution Date, until
its Class Principal Balance is
reduced to zero;
(c) to the Class I-A-1, Class I-A-3, Class I-A-27,
Class I-A-29, Class I-A-30, Class I-A-53 and Class I-A-54
Certificates, without regard to their aggregate PAC balance,
sequentially, as follows:
1. concurrently, to the following classes in
the following order:
(A) 24.8139707688%, to the Class I-A-27
Certificates, until its Class Principal
Balance is reduced to zero;
(B) 45.3610736690%, sequentially, to the
Class I-A-29 and Class I-A-30
Certificates, in that order, until their
respective Class Principal Balances are
reduced to zero; and
(C) 4.2668687012%, to the Class I-A-1
Certificates, until its Class Principal
Balance is reduced to zero;
(D) 25.5580868610%, to the Class I-A-53
Certificates, until its Class Principal
Balance is reduced to zero; and
2. to the Class I-A-3 and Class I-A-54
Certificates, pro rata, until their
respective Class Principal Balances are
reduced to zero.
(III) 10.7296377715% sequentially, as follows:
(a) to the Class I-A-25, Class I-A-31 and Class I-A-43
Certificates, pro rata, until their respective Class
Principal Balances are reduced to zero;
(b) concurrently, to the following classes in the
following order:
1. 9.1417433029%, to the Class I-A-26
Certificates, until its Class Principal Balance is
reduced to zero;
98
2. 3.0000000000%, to the Class I-A-36
Certificates, until its Class Principal Balance is
reduced to zero; and
3. 87.2239283664%, sequentially, to the Class
I-A-37, Class I-A-38, Class I-A-39, Class I-A-40,
Class I-A-41 and Class I-A-42 Certificates, in that
order, until their respective Class Principal
Balances are reduced to zero; and
(IV) to the Class I-A-4 and Class I-A-44 Certificates,
pro rata, until their respective Class Principal Balances are
reduced to zero.
(b) with respect to the Group II, Class C-X and Class C-P
Certificates, before the Credit Support Depletion Date, and from the Available
Distribution Amount relating to Loan Group II:
(i) first, to the Class C-P Certificates, the Class II-P
Principal Distribution Amount;
(ii) second, pro rata, to the Group II Certificates and
Class C-X Certificates, the applicable Interest
Distribution Amount; provided, however, that for the
purpose of distributions to the Class C-X
Certificates pursuant to this paragraph (b)(ii), only
the portion of the Class C-X Notional Amount derived
from the Group II Mortgage Loans shall be used to
calculate the interest distribution to the Class C-X
Certificates; and
(iii) third, sequentially, as principal, the Group II
Senior Principal Distribution Amount, to the Class AR
and Class II-A-1 Certificates, in that order, until
their Class Principal Balances have been reduced to
zero.
(c) with respect to the Group III Certificates, Class C-X and the Class
P-P Certificates, before the Credit Support Depletion Date, and
from the Available Distribution Amount relating to Loan Group III;
(i) first, to the Class P-P Certificates, the Class III-P
Principal Distribution Amount;
(ii) second, pro rata, to the Group III Certificates and
Class C-X Certificates, the applicable Interest
Distribution Amount; provided, however, that for the
purpose of distributions to the Class C-X
Certificates pursuant to this paragraph (c)(ii), only
the portion of the Class C-X Notional Amount derived
from the Group III Mortgage Loans shall be used to
calculate the interest distribution to the Class C-X
Certificates; and
(iii) third, to the Class PP-A-1 Certificates, as
principal, the Group III Senior Principal Distribution
Amount, until its Class Principal Balance has been reduced to
zero.
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(d) with respect to Certificate Group IV Senior and Class P-P
Certificates, before the Credit Support Depletion Date, and from
the Available Distribution Amount relating to Loan Group IV:
(i) concurrently,
(a) to the Class IV-P Certificates, the Class IV-P
Principal Distribution Amount;
(b) to the Class P-P Certificates, the Class IV-P-P
Principal Distribution Amount;
(ii) second, pro rata, to the Group IV Senior Certificates
entitled to interest, the applicable Interest
Distribution Amount; and
(iii) third, to the Class IV-A-1 Certificates, as
principal, the Group IV Senior Principal Distribution
Amount, until its Class Principal Balance has been
reduced to zero.
(e) from the Available Distribution Amount relating to Loan Group IV
remaining after the distributions pursuant to (d) above, before the
Credit Support Depletion Date, with respect to the Class IV-P,
Class P-P and Group IV-B Certificates, subject to paragraph (C)
below and the Class AR Certificates, in the following order of
priority:
(i) Concurrently,
(a) to the Class P-P Certificates, to the extent of
amounts otherwise available to pay the related
Subordinate Principal Distribution Amount on that
Distribution Date, the sum of (a) principal in an
amount equal to the Class IV-P Fraction of any loss
on a Class IV-P Mortgage Loan which is subject to a
Prepayment Penalty, incurred in the previous calendar
month (other than an Excess Loss) and (b) the sum of
the amounts, if any, by which the amount described in
subclause (a) of this clause (e)(i)(a) on each prior
Distribution Date exceeded the amount actually
distributed on those prior Distribution Dates and not
subsequently distributed; provided, however, that any
amounts distributed pursuant to this paragraph
(e)(i)(a) will not cause a further reduction in the
Class Principal Balance on the Class P-P
Certificates;
(b) to the Class IV-P Certificates, to the extent of
amounts otherwise available to pay the related
Subordinate Principal Distribution Amount on that
Distribution Date, the sum of (a) principal in an
amount equal to the Class IV-P Fraction of any loss
on a Class IV-P Mortgage Loan which is not subject to
a Prepayment Penalties, incurred in the previous
calendar month (other than an Excess Loss) and (b)
the sum of the amounts, if any, by which the amount
described in subclause (a) of this clause (e)(i)(b)
on each prior Distribution Date exceeded the amount
actually distributed on those prior Distribution
Dates and not subsequently distributed; provided,
however, that
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any amounts distributed pursuant to this paragraph
(e)(i)(b) will not cause a further reduction in the
Class Principal Balance on the Class IV-P Certificates;
(ii) second, to the Class IV-B-1 Certificates, the
applicable Interest Distribution Amount;
(iii) third, to the Class IV-B-1 Certificates, as principal,
its Pro Rata Share;
(iv) fourth, to the Class IV-B-2 Certificates, the
applicable Interest Distribution Amount;
(v) fifth, to the Class IV-B-2 Certificates, a principal,
its Pro Rata Share;
(vi) sixth, to the Class IV-B-3 Certificates, the
applicable Interest Distribution Amount;
(vii) seventh, to the Class IV-B-3 Certificates, a
principal, its Pro Rata Share;
(viii) eighth, to the Class IV-B-4 Certificates, the
applicable Interest Distribution Amount;
(ix) ninth, to the Class IV-B-4 Certificates, a principal
its Pro Rata Share;
(x) tenth, to the Class IV-B-5 Certificates, the
applicable Interest Distribution Amount;
(xi) eleventh, to the Class IV-B-5 Certificates, a
principal its Pro Rata Share;
(xii) twelfth, to the Class IV-B-6 Certificates, the
applicable Interest Distribution Amount;
(xiii) thirteenth, to the Class IV-B-6 Certificates, a
principal its Pro Rata Share;
(xiv) fourteenth, to the Class IV-B-7 Certificates, the
applicable Interest Distribution Amount;
(xv) fifteenth, to the Class IV-B-7 Certificates, a
principal its Pro Rata Share;
(xvi) sixteenth, to the Class IV-B-1, Class IV-B-2, Class
IV-B-3, Class IV-B-4, Class IV-B-5, Class IV-B-6 and
Class IV-B-7 Certificates, in that order, up to an
amount of unreimbursed Realized Losses previously
allocated to that Class, if any; provided, however,
that any amounts distributed pursuant to this
paragraph (e)(ix) will not cause a further reduction
in the Class Principal Balances of any of the Group
IV-B Certificates; and
(xvii) twelfth, to the Class AR Certificates.
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(f) from the Available Distribution Amount relating to Loan Group I,
Loan Group II and Loan Group III remaining after the distributions
pursuant to paragraphs (a), (b) and (c) above, before the Credit
Support Depletion Date, with respect to the Class C-P, Class P-P,
Group C-B and Class AR Certificates, subject to paragraph (C)
below, and further subject to any payments to the Group I, Group II
and Group III Certificates as pursuant to Section 4.06, in the
following order of priority:
(i) Concurrently,
(a) to the Class C-P Certificates, to the extent of
amounts otherwise available to pay the related
Subordinate Principal Distribution Amount on that
Distribution Date, the sum of (a) principal in an
amount equal to the Class I-P Fraction and Class II-P
Fraction of any Realized Loss on a Class I-P Mortgage
Loan or Class II-P Mortgage Loan, respectively,
incurred in the previous calendar month (other than
an Excess Loss) and (b) the sum of the amounts, if
any, by which the amount described in subclause (a)
of this clause (f)(i)(a) on each prior Distribution
Date exceeded the amount actually distributed on
those prior Distribution Dates and not subsequently
distributed; provided, however, that any amounts
distributed pursuant to this paragraph (f)(i)(a) will
not cause a further reduction in the Class Principal
Balance of the Class C-P Certificates; and
(b) to the Class P-P Certificates, to the extent of
amounts otherwise available to pay the related
Subordinate Principal Distribution Amount on that
Distribution Date, the sum of (a) principal in an
amount equal to the Class III-P Fraction of any
Realized Loss on a Class III-P Mortgage Loan,
incurred in the previous calendar month (other than
an Excess Loss) and (b) the sum of the amounts, if
any, by which the amount described in subclause (a)
of this clause (f)(i)(b) on each prior Distribution
Date exceeded the amount actually distributed on
those prior Distribution Dates and not subsequently
distributed; provided, however, that any amounts
distributed pursuant to this paragraph (f)(i)(b) will
not cause a further reduction in the Class Principal
Balance of the Class P-P Certificates;
(ii) second, to the Class C-B-1 Certificates, the
applicable Interest Distribution Amount;
(iii) third, to the Class C-B-1 Certificates, as principal,
its Pro Rata Share;
(iv) fourth, to the Class C-B-2 Certificates, the
applicable Interest Distribution Amount;
(v) fifth, to the Class C-B-2 Certificates, as principal,
its Pro Rata Share;
(vi) sixth, to the Class C-B-3 Certificates, the
applicable Interest Distribution Amount;
(vii) seventh, to the Class C-B-3 Certificates, as
principal, its Pro Rata Share;
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(viii) eighth, to the Class C-B-4 Certificates, the
applicable Interest Distribution Amount;
(ix) ninth, to the Class C-B-4 Certificates, as principal,
its Pro Rata Share;
(x) tenth, to the Class C-B-5 Certificates, the
applicable Interest Distribution Amount;
(xi) eleventh, to the Class C-B-5 Certificates, as
principal, its Pro Rata Share;
(xii) twelfth, to the Class C-B-6 Certificates, the
applicable Interest Distribution Amount;
(xiii) thirteenth, to the Class C-B-6 Certificates, as
principal, its Pro Rata Share;
(xiv) fourteenth, to the Class C-B-1, Class C-B-2, Class
C-B-3, Class C-B-4, Class C-B-5 and Class C-B-6
Certificates, in that order, up to an amount of
unreimbursed Realized Losses previously allocated to
that Class, if any; provided, however, that any
amounts distributed pursuant to this paragraph
(f)(xiv) will not cause a further reduction in the
Class Principal Balances of any of the Group C-B
Certificates; and
(xv) fifteenth, to the Class AR Certificates.
(g) On or after the Credit Support Depletion Date, distributions of the
Available Distribution Amount for Loan Group I will be made with
respect to the Group I, Class C-P, Class C-X and Class AR
Certificates as follows:
(i) first, to the Class C-P Certificates, the Class I-P
Principal Distribution Amount;
(ii) second, pro rata, to the Group I Certificates
entitled to interest and Class C-X Certificates, the
applicable Interest Distribution Amount; provided,
however, that for the purpose of distributions to the
Class C-X Certificates pursuant to this paragraph
(g)(ii), only the portion of the Class C-X Notional
Amount derived from the Group I Mortgage Loans will
be used to calculate these distributions;
(iii) third, to the Group I Certificates entitled to
principal, pro rata, as principal, the Group I Senior
Principal Distribution Amount;
(iv) fourth, after any payments to the Group II and Group
III Certificates as described in Section 4.06, to the
Class AR Certificates.
(h) On or after the Credit Support Depletion Date, distributions of the
Available Distribution Amount for Loan Group II will be made with
respect to the Group II, Class C-P and Class C-X Certificates as
follows:
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(i) first, to the Class C-P Certificates, the Class II-P
Principal Distribution Amount;
(ii) second, pro rata, to the Group II Certificates and
Class C-X Certificates, the applicable Interest
Distribution Amount; provided, however, that for the
purpose of distributions to the Class C-X
Certificates pursuant to this paragraph (h)(ii), only
the portion of the Class C-X Notional Amount derived
from the Group II Mortgage Loans will be used to
calculate these distributions,
(iii) third, to the Group II Certificates, pro rata, as
principal, the Group II Senior Principal Distribution
Amount; and
(iv) fourth, after any payments to the Group I and Group
III Certificates as described in Section 4.06, to the
Class AR Certificates.
(i) On or after the Credit Support Depletion Date, distributions of the
Available Distribution Amount for Loan Group III will be made with
respect to the Group III, Class C-X, Class P-P and Class AR
Certificates as follows:
(i) first, to the Class P-P Certificates, the Class III-P
Principal Distribution Amount;
(ii) second, pro rata, to the Group III Certificates and
Class C-X Certificates, the applicable Interest
Distribution Amount; provided, however, that for the
purpose of distributions to the Class C-X
Certificates pursuant to this paragraph (i)(ii), only
the portion of the Class C-X Notional Amount derived
from the Group III Mortgage Loans will be used to
calculate these distributions,
(iii) third, to the Group III Certificates, pro rata, as
principal, the Group III Senior Principal Distribution
Amount; and
(iv) fourth, after any payments to the Group I and Group II
Certificates as described Section 4.06, to the Class
AR Certificates.
(j) On or after the Credit Support Depletion Date, distributions of the
Available Distribution Amount for Loan Group IV will be made with
respect to the Group IV, Class P-P and Class AR Certificates as
follows:
(i) concurrently,
(a) to the Class IV-P Certificates, the Class IV-P
Principal Distribution Amount; and
(b) to the Class P-P Certificates, the Class
IV-P-P Principal Distribution Amount;
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(ii) second, pro rata, to the Group IV Senior Certificates
entitled to interest, the applicable Interest
Distribution Amount;
(iii) third, to the Group IV Senior Certificates entitled
to principal, other than the Class IV-P Certificates,
pro rata, as principal, the Group IV Senior Principal
Distribution Amount; and
(iv) to the Class AR Certificates.
(B)(1) On each Distribution Date, the amount referred to
in clause (i) of the definition of Interest Distribution Amount for such
Distribution Date for each Class of Group IV Certificates shall be reduced by
the Trust Administrator by, (i) the related Class' pro rata share (based on
the applicable Interest Distribution Amount for each such Class before
reduction pursuant to this Section 4.01(B)(1)) of Net Prepayment Interest
Shortfalls for Mortgage Loans in Loan Group IV; and (ii)(A) after the Special
Hazard Loss Coverage Termination Date, with respect to each Mortgage Loan in
Loan Group IV that became a Special Hazard Mortgage Loan during the prior
calendar month, the excess of one month's interest at the related Net Mortgage
Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date
in such month over the amount of Liquidation Proceeds applied as interest on
such Mortgage Loan with respect to such month, (B) after the Bankruptcy
Coverage Termination Date, with respect to each Mortgage Loan in Loan Group IV
that became subject to a Bankruptcy Loss during the prior calendar month, the
interest portion of the related Debt Service Reduction or Deficient Valuation,
(C) each Relief Act Reduction for any Mortgage Loan in Loan Group IV incurred
during the prior calendar month and (D) after the Fraud Loss Coverage
Termination Date, with respect to each Mortgage Loan in Loan Group IV that
became a Fraud Loan during the prior calendar month the excess of one month's
interest at the related Net Mortgage Rate on the Stated Principal Balance of
such Mortgage Loan as of the Due Date in such month over the amount of
Liquidation Proceeds applied as interest on such Mortgage Loan with respect to
such month.
(2) On each Distribution Date, the amount referred to
in clause (i) of the definition of Interest Distribution Amount for such
Distribution Date for each Class of Group I Certificates, Group II
Certificates and Group III Certificates shall be reduced by the Trust
Administrator by, (i) the related Class' pro rata share (based on the
applicable Interest Distribution Amount for each such Class before reduction
pursuant to this Section 4.01(B)(2)) of Net Prepayment Interest Shortfalls for
Mortgage Loans in the related Loan Group; and (ii)(A) after the Special Hazard
Loss Coverage Termination Date, with respect to each Mortgage Loan in the
related Loan Group that became a Special Hazard Mortgage Loan during the prior
calendar month, the excess of one month's interest at the related Net Mortgage
Rate on the Stated Principal Balance of such Mortgage Loan as of the related
Due Date over the amount of Liquidation Proceeds applied as interest on such
Mortgage Loan with respect to such month, (B) after the Bankruptcy Coverage
Termination Date, with respect to each Mortgage Loan in the related Loan Group
that became subject to a Bankruptcy Loss during the prior calendar month, the
interest portion of the related Debt Service Reduction or Deficient Valuation,
(C) each Relief Act Reduction for any Mortgage Loan in the related Loan Group
incurred during the prior calendar month and (D) after the Fraud Loss Coverage
Termination Date, with respect to each Mortgage Loan in the related Loan Group
that became a Fraud Loan during the prior calendar month the excess of one
month's interest at the related Net Mortgage Rate on the Stated
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Principal Balance of such Mortgage Loan as of the related Due Date over the
amount of Liquidation Proceeds applied as interest on such Mortgage Loan with
respect to such month. For purposes of calculating the reduction to the Interest
Distribution Amount for the Class C-X Certificates with respect to a Loan
Group, such reduction shall be based on the amount of interest accruing on the
portion of the Class C-X Notional Amount derived from that Loan Group. For
purposes of calculating the reduction to the Interest Distribution Amount for
each Class of Group C-B Certificates with respect to a Loan Group, such
reduction shall be based on the amount of interest accruing at 6.50% per
annum, with respect to Loan Group I and Loan Group III and 6.00% per annum,
with respect to Loan Group II, on such Class' proportionate share, based on
Class Principal Balance, of the related Group C-B Component Balance for that
Distribution Date.
(C)(1) With respect to each Class of Group IV-B
Certificates, if on any Distribution Date the related Subordination Level of
such Class is less than such percentage as of the Closing Date, no
distribution of Principal Prepayments will be made to any Class or Classes of
Subordinate Certificates junior to such Class (the "Restricted Classes") and
the amount otherwise distributable to the Restricted Classes in respect of
such Principal Prepayments in Full and Principal Prepayments will be allocated
among the remaining Classes of Subordinate Certificates, pro rata, based upon
their respective Class Principal Balances.
(2) With respect to each Class of Group C-B
Certificates, if on any Distribution Date the related Subordination Level of
such Class is less than such percentage as of the Closing Date, no
distribution of Principal Prepayments will be made to any Class or Classes of
Subordinate Certificates junior to such Class (the "Restricted Classes") and
the amount otherwise distributable to the Restricted Classes in respect of
such Principal Prepayments will be allocated among the remaining Classes of
Subordinate Certificates, pro rata, based upon their respective Class
Principal Balances.
SECTION 4.02 Allocation of Losses.
(a) The Group IV Certificates. Realized Losses and Excess
Losses on the Group IV Mortgage Loans with respect to any Distribution Date
shall be allocated by the Trust Administrator to the Classes of Group IV
Certificates as follows:
(i) any Realized Loss, other than Excess Losses, shall be
allocated first, to the Group IV-B Certificates in decreasing
order of their numerical Class designations (beginning with
the Class IV-B-7 Certificates), until the respective Class
Principal Balance of each such Class is reduced to zero, and
second, to the Class IV-A-1 Certificates provided, however,
the Class IV-P Fraction of any such Realized Loss on a Class
IV-P Mortgage Loan not subject to a Prepayment Penalty at
origination shall be allocated to the Class IV-P Certificates
and the Class IV-P Fraction of any such Realized Loss on a
Class IV-P Mortgage Loan subject to a Prepayment Penalty at
origination shall be allocated to the Class P-P Certificate,
in each case prior to any other allocation pursuant to this
subparagraph, and
(ii) Excess Losses for the Group IV Mortgage Loans will be
allocated pro rata among all Classes of Group IV-B
Certificates and the Class IV-A-1 Certificates, based on
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their respective Class Principal Balances, provided, however,
the Class IV-P Fraction of any such Realized Loss on a Class
IV-P Mortgage Loan not subject to a Prepayment Penalty at
origination shall be allocated to the Class IV-P Certificates
and the Class IV-P Fraction of any such Realized Loss on a
Class IV-P Mortgage Loan subject to a Prepayment Penalty at
origination shall be allocated to the Class P-P Certificate,
in each case prior to any other allocation pursuant to this
subparagraph.
(b) The Group I, Group II, Group III and Group C-B
Certificates. Realized Losses and Excess Losses on Mortgage Loans in each of
Loan Group I, Loan Group II and Loan Group III with respect to any
Distribution Date shall be allocated by the Trust Administrator to the Classes
of Certificates as follows:
(i) any Realized Loss shall be allocated first, to the Group C-B
Certificates in decreasing order of their numerical Class
designations (beginning with the Class C-B-6 Certificates),
until the respective Class Principal Balance of each such
Class is reduced to zero, and second, to the Senior
Certificates of such Certificate Group, other than the
Notional Amount and Class P Certificates, pro rata, according
to, and in reduction of their Class Principal Balance;
provided however in the case of the Class I-A-21 or Class
I-A-48 Certificates, Realized Losses will be allocated on the
basis of the lesser of its related Class Principal Balance on
that date and its related Class Principal Balance on the
Closing Date and provided, further, that Realized Losses
which would otherwise be allocated to the Class I-A-3 and
Class I-A-54 Certificates will instead be allocated pro rata
to the Class I-A-44 Certificates, until the Class Principal
Balance of the Class I-A-44 Certificates is reduced to zero;
and provided further that the applicable Class P Fraction of
any Realized Loss on a Class I-P or Class II-P Mortgage Loan
shall be allocated to the Class C-P Certificates and the
Class III-P Fraction of any Realized Loss on a Class III-P
Mortgage Loan shall be allocated to the Class P-P
Certificates, in each case prior to any other allocation
pursuant to this subparagraph; and
(ii) Excess Losses for Mortgage Loans in Loan Group I, Loan Group
II and Loan Group III will be allocated pro rata among all
Classes of Senior Certificates (other than the Class C-P,
Class P-P and Notional Amount Certificates) and the Group C-B
Certificates, in each case, relating to Loan Group I, Loan
Group II and Loan Group III, based on their respective Class
Principal Balances provided, however, that in the case of the
Class I-A-21 or Class I-A-48 Certificates, Realized Losses
will be allocated on the basis of the lesser of its related
Class Principal Balance on that date and its related Class
Principal Balance on the Closing Date; and provided further
that the applicable Class P Fraction of any Realized Loss on
a Class I-P or Class II-P Mortgage Loan shall be allocated to
the Class C-P Certificates and the Class III-P Fraction of
any Realized Loss on a Class III-P Mortgage Loan shall be
allocated to the Class P-P Certificates, in each case prior
to any other allocation pursuant to this subparagraph.
(c) Reserved.
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(d) (i) On each Distribution Date, if the aggregate Class
Principal Balance of all Group IV Certificates and the portion of the Class
P-P Certificates that relate to the Group IV Mortgage Loans exceeds the
aggregate Stated Principal Balance of the Mortgage Loans in Loan Group IV
(after giving effect to distributions of principal and the allocation of all
losses to such Certificates on such Distribution Date), such excess will be
deemed a principal loss and shall be allocated by the Trust Administrator to
the most junior Class of Group IV-B Certificates then outstanding.
(ii) On each Distribution Date, if the aggregate Class
Principal Balance of all of all Classes of Group I, Group II, Group III, the
portion of the Class P-P Certificates that relate to the Group III Mortgage
Loans, Group C-B and Class C-P Certificates exceeds the aggregate Stated
Principal Balance of the Mortgage Loans in Loan Group I, Loan Group II and
Loan Group III (after giving effect to distributions of principal and the
allocation of all losses to such Certificates on such Distribution Date), such
excess will be deemed a principal loss and shall be allocated by the Trust
Administrator to the most junior Class of Group C-B Certificates then
outstanding.
(e) Any Realized Loss allocated to a Class of Certificates
or any reduction in the Class Principal Balance of a Class of Certificates
pursuant to this Section 4.02 shall be allocated by the Trust Administrator
among the Certificates of such Class in proportion to their respective
Certificate Balances.
(f) Any allocation by the Trust Administrator of Realized
Losses to a Certificate or to any Component or any reduction in the
Certificate Balance of a Certificate pursuant to Section 4.02(d) shall be
accomplished by reducing the Certificate Balance or Component Balance thereof,
immediately following the distributions made on the related Distribution Date
in accordance with the definition of "Certificate Balance" a "Component
Principal Balance," as the case may be. No Class of Certificate shall be
allocated losses pursuant to this Section in excess of its then outstanding
Class Principal Balance. All Realized Losses or Excess Losses allocated to the
Class I-A-6 Certificates will be allocated pro rata, based on Component
Principal Balance, to the Component I-A-6-1 and Component I-A-6-2.
SECTION 4.03 RESERVED
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 and each Rating Agency, a statement setting forth with respect to
the related distribution:
(i) for each Class, the amount thereof allocable to
principal, indicating the portion thereof attributable to Scheduled
Payments and Principal Prepayments;
(ii) for each Class, the amount thereof allocable to
interest;
(iii) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be distributable
to such Holders if there were sufficient funds
108
available therefor, the amount of the shortfall and the allocation
thereof as between principal and interest;
(iv) the Class Principal Balance of each Class of
Certificates after giving effect to the distribution of principal on
such Distribution Date;
(v) the Aggregate Loan Balance and Aggregate Loan Group
Balance for each Loan Group, in each case, for the following
Distribution Date;
(vi) the amount of the Servicing Fees and RMIC PMI Fees, if
applicable, with respect to such Distribution Date;
(vii) the Pass-Through Rate for each such Class of
Certificates with respect to such Distribution Date;
(viii) the amount of Advances included in the distribution
on such Distribution Date and the aggregate amount of Advances
outstanding as of the close of business on such Distribution Date;
(ix) the number and aggregate principal amounts of Mortgage
Loans in foreclosure or delinquent (with a notation indicating which
Mortgage Loans, if any, are in foreclosure) (1) 31 to 60 days, (2) 61
to 90 days and (4) 91 or more days, as of the close of business on
the last day of the calendar month preceding such Distribution Date;
(x) [reserved];
(xi) the total number and principal balance of any REO
Properties (and market value, if available) as of the close of
business on the Determination Date preceding such Distribution Date;
(xii) the aggregate amount of Realized Losses incurred
during the preceding calendar month and aggregate Realized Losses
through such Distribution Date;
(xiii) the weighted average term to maturity of the Mortgage
Loans as of the close of business on the last day of the calendar
month preceding such Distribution Date; and
(xiv) the number and principal amount of claims submitted
and claims paid under the RMIC PMI Policy during the preceding
calendar month and the number and principal amount of claims
submitted and claims paid under the RMIC PMI Policy through such
Distribution Date.
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. The
information in Section 4.04(a)(ix) through 4.04(a)(xiv) shall be reported on a
loan group basis.
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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 Trustee 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 10.05. The Trust Administrator will also make the monthly statements
to Certificateholders available each month to each party referred to in
Section 4.04(a) via the Trustee's website. The Trust Administrator's website
can be accessed at xxxx://xxx.xxxxxxxx.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 0-000-000-0000. The Trust
Administrator shall have the right to change the way the reports referred to
in this Section are distributed in order to make such distribution more
convenient and/or more accessible to the above parties and to the
Certificateholders. The Trust Administrator shall provide timely and adequate
notification to all above parties and to the Certificateholders regarding any
such change. The Trust Administrator may fully rely upon and shall have no
liability with respect to information provided by the Master Servicer or any
Servicer.
(b) Upon request, within a reasonable period of time after
the end of each calendar year, the Trust Administrator shall cause to be
furnished to each Person who at any time during the calendar year was a
Certificateholder, a statement containing the information set forth in clauses
(a)(i), (a)(ii) and (a)(vi) of this Section 4.04 aggregated for such calendar
year or applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Trust Administrator shall be deemed
to have been satisfied to the extent that substantially comparable information
shall be provided by the Trust Administrator pursuant to any requirements of
the Code as from time to time in effect.
SECTION 4.05 Servicer to Cooperate.
Each Servicer shall provide to the Master Servicer, and the
Master Servicer shall provide to the Trust Administrator, the information set
forth in Exhibit G in such form as the Trust Administrator shall reasonably
request with respect to each Mortgage Loan serviced by the Master Servicer or
such Servicer no later than twelve noon on the Data Remittance Date to enable
the Trust Administrator to calculate the amounts to be distributed to each
class of certificates and otherwise perform its distribution, accounting and
reporting requirements hereunder.
SECTION 4.06 Cross-Collateralization; Adjustments to
Available Distribution Amount
(a) On each Distribution Date prior to the Credit Support
Depletion Date, but after the date on which the aggregate Class Principal
Balance of Senior Certificates in Group I, Group II or Group III has been
reduced to zero, the Trust Administrator shall distribute the principal
portion of Available Distribution Amount on the Mortgage Loans relating to
such Senior Certificates that will have been paid in full, to the holders of
the Senior Certificates of the other Certificate Groups (other than the Class
C-B Certificates or Class P-P Certificates), pro
110
rata, based on Class Principal Balances, provided, however, that the Trust
Administrator shall not make such distribution on such Distribution Date if
(a) the related Group C-B Percentage for such Distribution Date is greater
than or equal to 200% of such Group C-B Percentage as of the Closing Date and
(b) the average outstanding principal balance of the Mortgage Loans in each
Loan Group delinquent 60 days or more over the last six months, as a percentage
of the related Subordinate Component Balance, is less than 50%.
(b) If on any Distribution Date the Class Principal Balance
of Senior Certificates in Group I, Group II or Group III is greater than the
aggregate Stated Principal Balance of the Mortgage Loans in the related Loan
Group less the applicable Class P Fraction of each Class P Mortgage Loan in
such Loan Group (each, a "Undercollateralized Group"), then the Trust
Administrator shall reduce the Available Distribution Amount of the other Loan
Groups (other than Loan Group IV) that are not undercollateralized (the
"Overcollateralized Groups"), as follows:
(i) to add to the Available Distribution
Amount of each Undercollateralized Group
an amount equal to the lesser of (a) one
month's interest on the Principal Transfer
Amount of each Undercollateralized Group
at 6.50% per annum if the
Undercollateralized Group is Loan Group I
or Loan Group III or 6.00% if the
Undercollateralized Group is Loan Group II
and (b) Available Distribution Amount of
the Overcollateralized Group(s) remaining
after making distributions of interest to
the Senior Certificates of the
Overcollateralized Group(s) on such
Distribution Date pursuant to Section
4.01; and
(ii) to the Senior Certificates of each
Undercollateralized Group, to the extent
of the principal portion of Available
Distribution Amount of the
Overcollateralized Group(s) remaining
after making distributions to the Senior
Certificates of the Overcollateralized
Group(s) on such Distribution Date
pursuant to Section 4.01, until the Class
Principal Balance of the Senior
Certificates of such Undercollateralized
Group(s) equals the aggregate Stated
Principal Balance of the Mortgage Loans in
the related Loan Group(s), any shortfall
of such Available Distribution Amount to
be allocated among such
Undercollateralized Group(s), pro rata,
based upon the respective Principal
Transfer Amounts.
(c) If more than one Overcollateralized Group exists on any
Distribution Date, reductions in the Available Distribution Amount of such
groups to make the payments required to be made pursuant to Section 4.06(b) on
such Distribution Date shall be made pro rata, based on the amount of payments
required to be made to the Undercollateralized Group(s).
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SECTION 4.07 Distributions in Reduction of the Class I-A-19,
Class I-A-22, Class I-A-24, Class I-A-35,
Class I-A-51 and Class I-A-55 Certificates.
(a) Except as provided in subclauses (d) and (f) below, on
each Distribution Date on which distributions in reduction of the Class
Principal Balance of the Class I-A-19, Class I-A-22, Class I-A-24, Class
I-A-35, Class I-A-51 and Class I-A-55 Certificates are made, such
distributions will be made in the following priority:
(i) any request by the personal representative of a Deceased
Holder or by a surviving tenant by the entirety, by a surviving joint
tenant or by a surviving tenant in common or other Person empowered
to act on behalf of such Deceased Holder upon his or her death, in an
amount up to but not exceeding $100,000 per request; and
(ii) any request by a Living Holder, in an amount up to but
not exceeding $10,000 per request.
Thereafter, distributions will be made as provided in
clauses (i) and (ii) above up to a second $100,000 and $10,000 per request,
respectively. This sequence of priorities will be repeated for each request
for principal distributions made by the Beneficial Holders of the Class
I-A-19, Class I-A-22, Class I-A-24, Class I-A-35, Class I-A-51 and Class
I-A-55 Certificates until all such requests have been honored.
Requests for distributions in reduction of the Certificate
Balances of the Class I-A-19, Class I-A-22, Class I-A-24, Class I-A-35, Class
I-A-51 and Class I-A-55 Certificates presented on behalf of the related
Deceased Holders in accordance with the provisions of clause (i) above will be
accepted in the order of their receipt by DTC. Requests for distributions in
reduction of the Certificate Balances of the Class I-A-19, Class I-A-22, Class
I-A-24, Class I-A-35, Class I-A-51 and Class I-A-55 Certificates presented in
accordance with the provisions of clause (ii) above will be accepted in the
order of priority established by the random lot procedures of DTC after all
requests with respect to such Certificates presented in accordance with clause
(i) have been honored. All requests for distributions in reduction of the
Certificate Balances of the Class I-A-19, Class I-A-22, Class I-A-24, Class
I-A-35, Class I-A-51 and Class I-A-55 Certificates with respect to any
Distribution Date shall be made in accordance with Section 4.07(c) below and
must be received by DTC and forwarded to, and received by, the Trust
Administrator no later than the close of business on the related Record Date.
Requests for distributions which are received by DTC and forwarded to the
Trust Administrator after the related Record Date and requests, in either
case, for distributions timely received but not accepted with respect to any
Distribution Date, will be treated as requests for distributions in reduction
of the Certificate Balances of the Class I-A-19, Class I-A-22, Class I-A-24,
Class I-A-35, Class I-A-51 and Class I-A-55 Certificates on the next
succeeding Distribution Date, and each succeeding Distribution Date
thereafter, until each such request is accepted or is withdrawn as provided in
Section 4.07(c). Such requests as are not so withdrawn shall retain their
order of priority without the need for any further action on the part of the
appropriate Beneficial Holder of the Class I-A-19, Class I-A-22, Class I-A-24,
Class I-A-35, Class I-A-51 and Class I-A-55 Certificate, all in accordance
with the procedures of DTC and the Trust Administrator. Upon the transfer of
beneficial ownership of any Class I-A-19, Class I-A-22, Class I-A-24, Class
I-A-35,
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Class I-A-51 and Class I-A-55 Certificate, any distribution request
previously submitted with respect to such Class I-A-19, Class I-A-22, Class
I-A-24, Class I-A-35, Class I-A-51 and Class I-A-55 Certificate will be deemed
to have been withdrawn only upon the receipt by the Trust Administrator of
notification of such withdrawal using a form required by DTC.
Distributions in reduction of the Certificate Balances of
the Class I-A-19, Class I-A-22, Class I-A-24, Class I-A-35, Class I-A-51 and
Class I-A-55 Certificates will be applied, in the aggregate, to the Class
I-A-19, Class I-A-22, Class I-A-24, Class I-A-35, Class I-A-51 and Class
I-A-55 Certificates in an amount equal to the portion of the Available
Distribution Amount distributable to the Class I-A-19, Class I-A-22, Class
I-A-24, Class I-A-35, Class I-A-51 and Class I-A-55 Certificates pursuant to
Section 4.01, plus any amounts available for distribution from the related
Rounding Account pursuant to Section 4.07(e), provided that the aggregate
distribution in reduction of each of the Class Principal Balance of the Class
I-A-19, Class I-A-22, Class I-A-24, Class I-A-35, Class I-A-51 and Class
I-A-55 Certificates on any Distribution Date is made in an integral multiple
of $1,000.
(b) A "Deceased Holder" is a Beneficial Holder of a Class
I-A-19, Class I-A-22, Class I-A-24, Class I-A-35, Class I-A-51 and Class
I-A-55 Certificate who was living at the time such interest was acquired and
whose authorized personal representative, surviving tenant by the entirety,
surviving joint tenant or surviving tenant in common or other person empowered
to act on behalf of such Beneficial Holder upon his or her death, causes to be
furnished to the Trust Administrator a certified copy of the death certificate
of such Beneficial Holder and any additional evidence of death required by and
satisfactory to the Trust Administrator and any tax waivers requested by the
Trust Administrator. The Class I-A-19, Class I-A-22, Class I-A-24, Class
I-A-35, Class I-A-51 and Class I-A-55 Certificates beneficially owned by
tenants by the entirety, joint tenants or tenants in common will be considered
to be beneficially owned by a single owner. The death of a tenant by the
entirety, joint tenant or tenant in common will be deemed to be the death of
the Beneficial Holder, and the Class I-A-19, Class I-A-22, Class I-A-24, Class
I-A-35, Class I-A-51 and Class I-A-55 Certificates so beneficially owned will
be eligible for priority with respect to distributions in reduction of the
Class Principal Balance of the Class I-A-19, Class I-A-22, Class I-A-24, Class
I-A-35, Class I-A-51 and Class I-A-55 Certificates, subject to the limitations
stated above. The Class I-A-19, Class I-A-22, Class I-A-24, Class I-A-35,
Class I-A-51 and Class I-A-55 Certificates beneficially owned by a trust will
be considered to be beneficially owned by each beneficiary of the trust to the
extent of such beneficiary's beneficial interest therein, but in no event will
a trust's beneficiaries collectively be deemed to be Beneficial Holders of a
number of Individual Certificates greater than the number of Individual
Certificates of which such trust is the beneficial owner. The death of a
beneficiary of a trust will be deemed to be the death of a Beneficial Holder
of the Class I-A-19, Class I-A-22, Class I-A-24, Class I-A-35, Class I-A-51
and Class I-A-55 Certificates beneficially owned by the trust to the extent of
such beneficiary's beneficial interest in such trust. The death of an
individual who was a tenant by the entirety, joint tenant or tenant in common
in a tenancy which is the beneficiary of a trust will be deemed to be the
death of the beneficiary of the trust. The death of a person who, during his
or her lifetime, was entitled to substantially all of the beneficial ownership
interests in the Class I-A-19, Class I-A-22, Class I-A-24, Class I-A-35, Class
I-A-51 and Class I-A-55 Certificates will be deemed to be the death of the
Beneficial Holder of such Class I-A-19, Class I-A-22, Class I-A-24, Class
I-A-35, Class I-A-51 and Class I-A-55 Certificates regardless of the
registration of ownership of such Certificates, if such beneficial
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interest can be established to the satisfaction of the Trust Administrator.
Such beneficial interest will be deemed to exist in typical cases of street
name or nominee ownership, ownership by a Trust Administrator, ownership under
the Uniform Gifts to Minors Act and community property or other joint
ownership arrangements between a husband and wife. Beneficial interests shall
include the power to sell, transfer or otherwise dispose of a Class I-A-19,
Class I-A-22, Class I-A-24, Class I-A-35, Class I-A-51 and Class I-A-55
Certificate and the right to receive the proceeds therefrom, as well as
interest and distributions in reduction of the Certificate Balances of the
Class I-A-19, Class I-A-22, Class I-A-24, Class I-A-35, Class I-A-51 and Class
I-A-55 Certificates payable with respect thereto. The Trust Administrator
shall not be under any duty to determine independently the occurrence of the
death of any deceased Beneficial Holder. The Trust Administrator may rely
entirely upon documentation delivered to it pursuant to Section 4.07(a) in
establishing the eligibility of any Beneficial Holder to receive the priority
accorded Deceased Holders in Section 4.07(a).
(c) Requests for distributions in reduction of the
Certificate Balance of a Class I-A-19, Class I-A-22, Class I-A-24, Class
I-A-35, Class I-A-51 and Class I-A-55 Certificate must be made by delivering a
written request therefor to a Participant or Indirect Participant that
maintains the account evidencing the Beneficial Holder's interest in such
Class I-A-19, Class I-A-22, Class I-A-24, Class I-A-35, Class I-A-51 and Class
I-A-55 Certificate. Such Participant or Indirect Participant should in turn
make the request of DTC (or, in the case of an Indirect Participant, such
Indirect Participant must notify the related Participant of such request,
which Participant should make the request of DTC) on a form required by DTC
and provided to the Participant. Upon receipt of such request, DTC will date
and time stamp such request and forward such request to the Trust
Administrator. DTC may establish such procedures as it deems fair and
equitable to establish the order of receipt or requests for such distributions
received by it on the same day. The Trust Administrator shall not be liable
for any delay in delivery of requests for distributions or withdrawals of such
requests by DTC, a Participant or any Indirect Participant.
In the event any requests for distributions in reduction of
the Certificate Balance of a Class I-A-19, Class I-A-22, Class I-A-24, Class
I-A-35, Class I-A-51 and Class I-A-55 Certificate are rejected by the Trust
Administrator for failure to comply with the requirements of this Section
4.07, the Trust Administrator shall return such requests to the appropriate
Participant with a copy to DTC with an explanation as to the reason for such
rejection.
The Trust Administrator shall maintain a list of those
Participants representing the Beneficial Holders of the Class I-A-19, Class
I-A-22, Class I-A-24, Class I-A-35, Class I-A-51 and Class I-A-55 Certificates
that have submitted requests for distributions in reduction of the Certificate
Balances of such Class I-A-19, Class I-A-22, Class I-A-24, Class I-A-35, Class
I-A-51 and Class I-A-55 Certificates, together with the order of receipt and
the amounts of such requests. The Trust Administrator shall notify DTC and the
appropriate Participants as to which requests should be honored on each
Distribution Date. Requests shall be honored by DTC in accordance with the
procedures, and subject to the priorities and limitations, described in this
Section 4.07. The exact procedures to be followed by the Trust Administrator
and DTC for purposes of determining such priorities and limitations shall be
those established from time to time by the Trust Administrator or DTC, as the
case may be. The decisions of the Trust
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Administrator and DTC concerning such matters shall be final and binding on
all affected Persons.
Payments in reduction of the Certificate Balance of a Class
I-A-19, Class I-A-22, Class I-A-24, Class I-A-35, Class I-A-51 and Class
I-A-55 Certificate shall be made on the applicable Distribution Date and the
Certificate Balances as to which such payments are made shall cease to bear
interest after the last day of the month preceding the month in which such
Distribution Date occurs.
Any Beneficial Holder of a Class I-A-19, Class I-A-22, Class
I-A-24, Class I-A-35, Class I-A-51 and Class I-A-55 Certificate which has
requested a distribution may withdraw its request by so notifying in writing
the Participant or Indirect Participant that maintains such Beneficial
Holder's account. In the event that such account is maintained by an Indirect
Participant, such Indirect Participant must notify the related Participant
which in turn must forward the withdrawal of such request, on a form required
by DTC, to the Trust Administrator. If such notice of withdrawal of a request
for distribution has not been received by DTC and forwarded to the Trust
Administrator on or before the Record Date for the next Distribution Date, the
previously made request for distribution will be irrevocable with respect to
the making of distributions in reduction of the Certificate Balance of such
Class I-A-19, Class I-A-22, Class I-A-24, Class I-A-35, Class I-A-51 and Class
I-A-55 Certificate on such Distribution Date.
(d) To the extent, if any, that distributions in reduction
of the Class Principal Balance of the Class I-A-19, Class I-A-22, Class
I-A-24, Class I-A-35, Class I-A-51 and Class I-A-55 Certificates on a
Distribution Date exceed the aggregate Certificate Balances of the Class
I-A-19, Class I-A-22, Class I-A-24, Class I-A-35, Class I-A-51 and Class
I-A-55 Certificates with respect to which distribution requests have been
received by the related Record Date, as provided in Section 4.07(a) above,
distributions in reduction of the Class Principal Balance of the Class I-A-19,
Class I-A-22, Class I-A-24, Class I-A-35, Class I-A-51 and Class I-A-55
Certificates will be made by mandatory distributions in reduction thereof. The
Trust Administrator shall notify DTC of the aggregate amount of the mandatory
distribution in reduction of the Class Principal Balance of the Class I-A-19,
Class I-A-22, Class I-A-24, Class I-A-35, Class I-A-51 and Class I-A-55
Certificates to be made on the next Distribution Date. DTC shall then allocate
such aggregate amount among its Participants on a random lot basis. Each
Participant and, in turn, each Indirect Participant, will then select, in
accordance with its own procedures, Individual Class I-A-19, Class I-A-22,
Class I-A-24, Class I-A-35, Class I-A-51 and Class I-A-55 Certificates from
among those held in its accounts to receive mandatory distributions in
reduction of the Class I-A-19, Class I-A-22, Class I-A-24, Class I-A-35, Class
I-A-51 and Class I-A-55 Certificates, such that the total amount so selected
is equal to the aggregate amount of such mandatory distributions allocated to
such Participant by DTC and to such Indirect Participant by its related
Participant, as the case may be. Participants and Indirect Participants which
hold the Class I-A-19, Class I-A-22, Class I-A-24, Class I-A-35, Class I-A-51
and Class I-A-55 Certificates selected for mandatory distributions in
reduction of the Class Principal Balance are required to provide notice of
such mandatory distributions to the affected Beneficial Holders.
(e) On the Closing Date, the Rounding Accounts shall be
established with the Trust Administrator and Credit Suisse First Boston
Corporation shall cause to be initially deposited the sum of $999.99 to each
of the Rounding Account. On each Distribution Date on
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which a distribution is made in reduction of the Class Principal Balance of
the Class I-A-19, Class I-A-22, Class I-A-24, Class I-A-35, Class I-A-51 and
Class I-A-55 Certificates, funds on deposit in the related Rounding Account
shall be, to the extent needed, withdrawn by the Trust Administrator and
applied to round upward to an integral multiple of $1,000 the aggregate
distribution in reduction of such Class Principal Balance. Rounding of such
distribution on any such Class of Certificates shall be accomplished, on the
first such Distribution Date, by withdrawing from the applicable Rounding
Account the amount of funds, if any, needed to round the amount otherwise
available for such distribution in reduction of such Class Principal Balance
upward to the next integral multiple of $1,000. On each succeeding
Distribution Date on which distributions in reduction of the Class Principal
Balance of any such Class of Certificates is to be made, the aggregate amount
of such distributions allocable to such Class shall be applied first to repay
any funds withdrawn from the related Rounding Account and not previously
repaid, and then the remainder of such allocable amount, if any, shall be
similarly rounded upward and applied as distributions in reduction of the
Class Principal Balance of such Class; this process shall continue for each
such Class on succeeding Distribution Dates until the Class Principal Balance
of such Class of Certificates has been reduced to zero.
(f) Notwithstanding anything herein to the contrary, on the
Distribution Date on which distributions in reduction of the Class Principal
Balance of the Class I-A-19, Class I-A-22, Class I-A-24, Class I-A-35, Class
I-A-51 and Class I-A-55 Certificates will reduce the Class Principal Balance
thereof to zero or in the event that distributions in reduction of the Class
Principal Balance of the Class I-A-19, Class I-A-22, Class I-A-24, Class
I-A-35, Class I-A-51 and Class I-A-55 Certificates are made in accordance with
the provisions set forth in Section 4.07(f), an amount equal to the difference
between $1,000 and the sum then held in the related Rounding Account shall be
paid from the Available Distribution Amount for such Distribution Date to such
Rounding Account and any funds then on deposit in such Rounding Account shall
be distributed to Credit Suisse First Boston Corporation as holder of the
Master REMIC Rounding Account Regular Interests.
(g) Notwithstanding any provisions herein to the contrary,
on each Distribution Date following the first Distribution Date on or after
the Credit Support Depletion Date, distributions in reduction of the Class
Principal Balances of the Class I-A-19, Class I-A-22, Class I-A-24, Class
I-A-35, Class I-A-51 and Class I-A-55 Certificates will be made among the
Holders of the related Class of the Class I-A-19, Class I-A-22, Class I-A-24,
Class I-A-35, Class I-A-51 and Class I-A-55 Certificates, pro rata, based on
Certificate Balances, and will not be made in integral multiples of $1,000 or
pursuant to requested distributions or mandatory distributions by random lot.
(h) In the event that Definitive Certificates representing
the Class I-A-19, Class I-A-22, Class I-A-24, Class I-A-35, Class I-A-51 and
Class I-A-55 Certificates are issued pursuant to Section 6.09, an amendment to
this Agreement, which may be approved without the consent of any
Certificateholders, shall establish procedures relating to the manner in which
distributions in reduction of the Class Principal Balances of the Class
I-A-19, Class I-A-22, Class I-A-24, Class I-A-35, Class I-A-51 and Class
I-A-55 Certificates are to be made; provided that such procedures shall be
consistent, to the extent practicable and customary for certificates similar
to the Class I-A-19, Class I-A-22, Class I-A-24, Class I-A-35, Class I-A-51
and Class I-A-55 Certificates, with the provisions of this Section 4.07.
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ARTICLE V
ADVANCES BY A SERVICER
SECTION 5.01 Advances by the Master Servicer or a Servicer.
On each Cash Remittance Date, the Master Servicer and each
Servicer shall deposit in the Collection Account an amount equal to all
Scheduled Payments (with interest at the Mortgage Rate less the Servicing Fee
Rate and Lender PMI Rate, if applicable) which were due on the related
Mortgage Loans on the related Due Date 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, the Master Servicer or the related Servicer will not be
required to advance the related balloon payment but will be required to
continue to make advances in accordance with this Section 5.01 with respect to
such Balloon Loan in an amount equal to (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 and (b) for WMMSC, one
month's interest on the outstanding principal balance at the applicable
Mortgage Rate, to the extent the Master Servicer or the related Servicer deems
such amount to be recoverable. The Master Servicer's and each Servicer's
obligation to make such Advances as to any related Mortgage Loan will continue
through the last Scheduled Payment due prior to the payment in full of such
Mortgage Loan, or through the date that the related Mortgaged Property has, in
the judgment of such Servicer, been completely liquidated. The Master Servicer
and each Servicer shall not be required to advance shortfalls of principal or
interest resulting from the application of the Soldiers' and Sailor's Relief
Act of 1940.
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 Mortgage Loan shall
cease if the Master Servicer or a Servicer determines, in its reasonable
opinion, that Advances with respect to such 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 and the Trustee with a
certificate signed by a Servicing Officer evidencing such determination.
If an Advance is required to be made hereunder, the Master Servicer
or the related 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 the Master
Servicer or 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 the Master Servicer or 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.
117
If the amount of Advances received from a Servicer is less than the
amount required to be advanced by such Servicer, the Master Servicer shall be
obligated to make a payment in an amount equal to such deficiency.
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ARTICLE VI
THE CERTIFICATES
SECTION 6.01 The Certificates.
The Certificates shall be in substantially the forms set
forth in Exhibits A, B, C, D, E and F 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.
The definitive Certificates shall be printed, typewritten,
lithographed or engraved or produced by any combination of these methods or
may be produced in any other manner permitted by the rules of any securities
exchange on which any of the Certificates may be listed, all as determined by
the officers executing such Certificates, as evidenced by their execution
thereof.
The Certificates shall be issuable in registered form, in
the minimum denominations, integral multiples in excess thereof (except that
one Certificate in each Class may be issued in a different amount which must
be in excess of the applicable minimum denomination) and aggregate
denominations per Class set forth in the Preliminary Statement.
The Certificates shall be executed by manual or facsimile
signature on behalf of the Trust Administrator by a Responsible Officer.
Certificates bearing the manual or facsimile signatures of individuals who
were, at the time when such signatures were affixed, authorized to sign on
behalf of the Trust Administrator shall bind the Trust Administrator,
notwithstanding that such individuals or any of them have ceased to be so
authorized prior to the authentication and delivery of such Certificates or
did not hold such offices at the date of such Certificate. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, unless there appears on such Certificate a certificate of
authentication executed by the Trust Administrator by manual signature, and
such certificate of authentication upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the
date of their authentication.
SECTION 6.02 Registration of Transfer and Exchange of
Certificates.
(a) The Trust Administrator shall maintain, or cause to be
maintained, a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trust Administrator shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as
herein provided. Upon surrender for registration of transfer of any
Certificate, the Trust Administrator shall execute, authenticate and deliver,
in the name of the
119
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, 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 Exhibit M-1 (the "Investment
Letter") or Exhibit M-2 (the "Rule 144A Letter") or (ii) there shall be
delivered to the Trust Administrator at the expense of the transferor an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from the 1933 Act. The Depositor shall provide to any Holder of a Private
Certificate and any prospective transferee designated by any such Holder,
information regarding the related Certificates and the Mortgage Loans and such
other information as shall be necessary to satisfy the condition to
eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate
without registration thereof under the 1933 Act pursuant to the registration
exemption provided by Rule 144A. The Trust Administrator shall cooperate with
the Depositor in providing the Rule 144A information referenced in the
preceding sentence, including providing to the Depositor such information
regarding the Certificates, the Mortgage Loans and other matters regarding the
Trust Fund as the Depositor shall reasonably request to meet its obligation
under the preceding sentence. Each Holder of a Private Certificate desiring to
effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Trust Administrator, the Depositor, each Seller, the Master Servicer, each
Servicer and the Special
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Servicer against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws.
(f) No transfer of an ERISA-Restricted Certificate shall be
made to any employee benefit or other plan that is subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975
of the Code, to a trustee or other person acting on behalf of any such plan,
or to any other person using "plan assets" to effect such acquisition, unless
the prospective transferee of a Certificate provides the Trust Administrator
with (i) in the case of an ERISA-Restricted Certificate that has been the
subject of an ERISA-Qualifying Underwriting, a certification as set forth in
item (d) of Exhibit M-1 or M-2 or item 15 of Exhibit N and in the case of any
other ERISA-Restricted Certificate, a certification as set forth in item d(i)
of Exhibit M-1 or M-2 or item 15(a) of Exhibit N; or (ii) an Opinion of
Counsel which establishes to the reasonable satisfaction of the Trustee and
the Trust Administrator that the purchase and holding of an ERISA-Restricted
Certificate by, on behalf of or with "plan assets" of such plan is permissible
under applicable local law, would not constitute or result in a non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code,
and would not subject the Depositor, the Trustee, the Trust Administrator, the
Master Servicer or the Servicers or the Special Servicer to any obligation or
liability (including liabilities under ERISA or Section 4975 of the Code) in
addition to those undertaken in this Agreement or any other liability. The
Trust Administrator shall require, where applicable, that such prospective
transferee certify to the Trust Administrator in writing the facts
establishing that such transferee is not such a plan and is not acting on
behalf of or using "plan assets" of any such plan to effect such acquisition.
(g) Additional restrictions on transfers of the Class AR
Certificates to Disqualified Organizations are set forth below:
(i) Each Person who has or who
acquires any ownership interest in
a Class AR 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 Class
AR Certificate are expressly
subject to the following
provisions:
(A) Each Person holding
or acquiring any
ownership interest in a
Class AR 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.
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(B) In connection with
any proposed transfer of
any ownership interest in
a Class AR Certificate to
a U.S. Person, the Trust
Administrator shall
require delivery to it,
and shall not register
the transfer of a Class
AR 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
Class AR 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
Class AR Certificate, it
will endeavor to remain
other than a Disqualified
Organization, and that it
has reviewed the
provisions of this
Section 6.02(g) and
agrees to be bound by
them, and (2) a
certificate, attached
hereto as Exhibit O, from
the Holder wishing to
transfer a Class AR
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 Class AR Certificate
to such proposed
transferee shall be
effected.
(D) Each Person holding
or acquiring any
ownership interest in a
Class AR 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.
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(ii) The Trust Administrator shall register the transfer of
any Class AR 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 Class AR 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 Class AR Certificate. If any non-U.S. Person shall become a
Holder of a Class AR 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
Class AR Certificate. If a transfer of a Class AR 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 Class AR Certificate. The Trustee and Trust Administrator shall
be under no liability to any Person for any registration of transfer
of a Class AR 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 Class
AR Certificate shall become a Holder of a Class AR
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 Class AR 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
Class AR Certificate, to sell such Class AR 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 Class AR 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 Class AR 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 loan level 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 Class AR
Certificate to any Person who is not other than a Disqualified
Organization, including the
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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 Servicer
from such Person.
(v) The provisions of this Section 6.02(g) set forth prior
to this Section (v) may be modified, added to or eliminated by the
Depositor, provided that there shall have been delivered to the Trust
Administrator the following:
(A) written notification from each
Rating Agency to the effect that the
modification, addition to or
elimination of such provisions will
not cause such Rating Agency to
downgrade its then-current rating of
the Certificates; and
(B) a certificate of the Depositor
stating that the Depositor has
received an Opinion of Counsel, in
form and substance satisfactory to
the Depositor, to the effect that
such modification, addition to or
elimination of such provisions will
not cause the Trust Fund to cease to
qualify as a REMIC and will not
create a risk that (i) the Trust Fund
may be subject to an entity-level tax
caused by the transfer of a Class AR
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 Class AR Certificate to a
Person which is not other than a
Disqualified Organization.
(vi) The following legend shall appear on each Class
AR Certificate:
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A
TRANSFER AFFIDAVIT TO THE Servicer 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
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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 CLASS AR 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 THE CLASS AR 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 Class AR Certificate if it has actual knowledge that the
proposed transferee does not meet the qualifications of a permitted Holder of
a Class AR Certificate as set forth in this Section 6.02.
SECTION 6.03 Mutilated, Destroyed, Lost or Stolen
Certificates.
If (a) any mutilated Certificate is surrendered to the Trust
Administrator, or the Trust Administrator receives evidence to its
satisfaction of the destruction, loss or theft of any Certificate and (b)
there is delivered to each Servicer, the Trustee and the Trust Administrator
such security or indemnity as may be required by them to save each of them
harmless, then, in the absence of notice to the Trustee and the Trust
Administrator that such Certificate has been acquired by a bona fide
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.
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SECTION 6.04 Persons Deemed Owners.
Prior to due presentation of a Certificate for registration
of transfer, the Master Servicer and each Servicer, 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, the Sellers and the Depositor shall have unlimited
access to a list of the names and addresses of the Certificateholders which
list shall be provided by the Trust Administrator promptly upon request.
SECTION 6.06 Maintenance of Office or Agency.
The Trust Administrator will maintain or cause to be
maintained at its expense an office or offices or agency or agencies in New
York City where Certificates may be surrendered for registration of transfer
or exchange and where notices and demands to or upon the Trust Administrator
in respect of the Certificates and this Agreement may be served. The Trust
Administrator initially designates its Corporate Trust Office as its office
for such purpose. The Trust Administrator will give prompt written notice to
the Certificateholders of any change in the location of any such office or
agency.
SECTION 6.07 Book-Entry Certificates.
Notwithstanding the foregoing, the Book-Entry Certificates,
upon original issuance, shall be issued in the form of one or more typewritten
Certificates representing the Book-Entry Certificates, to be delivered to DTC,
the initial Clearing Agency, by, or on behalf of, the Depositor. The
Book-Entry Certificates shall initially be registered on the Certificate
Register in the name of Cede & Co., the nominee of DTC, as the initial
Clearing Agency, and no
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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, at its option, advises the
Trust Administrator in writing that it elects to terminate the book-entry
system with respect to
127
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, 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 the 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.
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ARTICLE VII
THE DEPOSITOR, THE SELLERS, THE MASTER SERVICER, THE SERVICERS AND
THE SPECIAL SERVICER
SECTION 7.01 Liabilities of the Sellers, the Depositor and
the Master Servicer, the Servicers or the
Special Servicer.
The Depositor, the Master Servicer, any Seller, any Servicer
and the Special Servicer shall each be liable, including 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 Depositor, the
Sellers, the Master Servicer, the Servicers or
the Special Servicer.
Subject to the immediately succeeding paragraph, the
Depositor, the Master Servicer, any Seller, any Servicer and the Special
Servicer will each do or cause to be done all things necessary to preserve and
keep in full force and effect its existence, rights and franchises (charter
and statutory) and will each obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, or any of the Mortgage Loans and to perform
its respective duties under this Agreement.
Any Person into which the Depositor, the Master Servicer,
any Seller, any Servicer or the Special Servicer may be merged or
consolidated, or any Person resulting from any merger or consolidation to
which the Depositor, the Master Servicer, any Seller or any Servicer shall be
a party, or any Person succeeding to the business of the Depositor, the Master
Servicer, any Seller or any Servicer, shall be the successor of the Depositor,
such Seller or such Servicer, as the case may be, hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding; provided,
however, that, (i) with respect to any Servicer, other than WMMSC, the
successor or surviving Person to any of the Master Servicer or such Servicer
(other than WMMSC) 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 $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 $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
(except for the obligation of the Servicer, in its capacity as a Seller, if
applicable, to effectuate repurchases or substitutions of Mortgage Loans
hereunder, including pursuant to Section 2.01, 2.02 or 2.03 hereof, which
shall remain with the related Seller hereunder); provided, however, that the
Master Servicer or such Servicer gives the Depositor, the Trustee and the
Trust Administrator notice of such assignment; and provided
129
further, 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 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 such Servicer, with like effect as if
originally named as a party to this Agreement; and 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 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 Depositor, the
Sellers, the Master Servicer, the Servicers,
the Special Servicer and Others.
Neither the Depositor, the Master Servicer, any Servicer,
any Seller, the Special Servicer nor any of the directors, officers, employees
or agents of the Depositor, the Master Servicer, any Servicer, any Seller or
the Special Servicer shall be under any liability to the Certificateholders
for any action taken or for refraining from the taking of any action in good
faith pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Depositor, the Master
Servicer, any Servicer, any Seller or the Special Servicer against any breach
of representations or warranties made by it herein or protect the Depositor,
the Master Servicer, any Servicer, any Seller or the Special Servicer or any
such director, officer, employee or agent from any liability which would
otherwise be imposed by reasons of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Depositor, the Master Servicer, any
Servicer, any Seller, the Special Servicer and any director, officer, employee
or agent of the Depositor, the Master Servicer, any Servicer, any Seller or
the Special Servicer may rely in good faith on any document of any kind prima
facie properly executed and submitted by any Person respecting any matters
arising hereunder. The Depositor, the Master Servicer, any Servicer, any
Seller, the Special Servicer and any director, officer, employee or agent of
the Depositor, the Master Servicer, any Servicer, any Seller or the Special
Servicer shall be indemnified by the Trust Fund and held harmless against any
loss, liability or expense incurred in connection with any legal action
relating to this Agreement or the Certificates, other than any loss, liability
or expense incurred by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder. None of the Depositor, the
Master Servicer, any Servicer, any Seller or the Special Servicer shall be
under any obligation to appear in, prosecute or defend any legal action that
is not incidental to their respective duties hereunder and which in its
opinion may involve it in any expense or liability; provided, however, that
the Depositor, the Master Servicer, any Servicer, any Seller or the Special
Servicer may in its discretion undertake any such action that it may deem
necessary or desirable in respect of this Agreement and the rights and duties
of the parties hereto and interests of the Trustee, the Trust Administrator
and the Certificateholders
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hereunder. Anything in this Agreement to the contrary notwithstanding, in no
event shall the Master Servicer, the Special Servicer or any Servicer be
liable for special, indirect or consequential loss or damage of any kind
whatsoever (including, but not limited to lost profits), even if the Master
Servicer, the Special Servicer or the Servicer has been advised of the
likelihood of such loss or damage and regardless of the form of action.
SECTION 7.04 Master Servicer and Servicer Not to Resign;
Transfer of Servicing.
(a) A Servicer shall not resign from the obligations and
duties hereby imposed on it except (i) upon appointment of a successor
servicer and receipt by the Trustee and the Trust Administrator of a letter
from each Rating Agency that such a resignation and appointment will not
result in a downgrading of the rating of any of the Certificates related to
the applicable Mortgage Loans, or (ii) upon determination that its duties
hereunder are no longer permissible under applicable law. Any such
determination under clause (iii) permitting the resignation of the Master
Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee and the Trust Administrator. No such
resignation shall become effective until the successor servicer shall have
assumed such Servicer's responsibilities, duties, liabilities and obligations
hereunder in accordance with Section 8.02 hereof.
(b) Notwithstanding the foregoing, DLJ Mortgage Capital,
Inc. or its transferee shall be entitled to request that the Master Servicer
or a Servicer, other than WMMSC, or the Master Servicer to the extent that
WMMSC subservices Mortgage Loans for the Master Servicer, resign and appoint a
successor servicer; provided that such entity delivers to the Trustee and the
Trust Administrator the letter required in Section 7.04(a)(i) above; and
provided further, however that the resignation and appointment of the Master
Servicer under the foregoing clause (ii) shall be subject to, and shall in no
way affect, WMMSC's right to continue to serve as the Servicer of such
Mortgage Loans, and to collect any related Servicing Fee for such Mortgage
Loans.
No such resignation shall become effective until the
successor servicer shall have assumed such Servicer's responsibilities,
duties, liabilities and obligations hereunder in accordance with Section 8.02
hereof.
SECTION 7.05 Master Servicer, Sellers and Servicers May Own
Certificates.
Each of the Master Servicer, the Sellers, Servicers and the
Special 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, a Seller, a Servicer or the Special Servicer, as
applicable.
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ARTICLE VIII
DEFAULT
SECTION 8.01 Events of Default.
"Event of Default", wherever used herein, and as to each
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 the 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 the
Servicer under the terms of this Agreement, which failure shall continue
unremedied for a period of one Business Day after the date upon which written
notice of such failure shall have been given to the Master Servicer or the
Servicer by the Trust Administrator or the Depositor or to the Master Servicer
or the 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 the Servicer to
observe or perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer or the 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 the
Servicer by the Trust Administrator or the Depositor, or to the Master
Servicer or the 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 Servicer and Sellers 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 the 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 the Servicer shall consent to the
appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of
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assets and liabilities or similar proceedings of or relating to the Master
Servicer or the Servicer or all or substantially all of the property of the
Master Servicer or the Servicer; or
(f) the Master Servicer or the 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 the Servicer to
make any Advance in the manner and at the time required to be made from its
own funds pursuant to this Agreement and after receipt of notice from the
Trust Administrator pursuant to Section 5.01, which failure continues
unremedied after 5 p.m., New York City time, on the Business Day immediately
following the Master Servicer's or the Servicer's receipt of such notice.
If an Event of Default due to the actions or inaction of the
Master Servicer or a Servicer described in clauses (a) through (f) of this
Section shall occur, then, and in each and every such case, so long as such
Event of Default shall not have been remedied, the Trust Administrator shall
at the direction of the Holders of Certificates evidencing not less than 25%
of the Voting Rights evidenced by the Certificates, by notice in writing to
the terminated Master Servicer or terminated Servicer (with a copy to the
Rating Agencies in all cases, and to the Master Servicer if an Event of
Default is due to the actions or inaction of a Servicer other than the Master
Servicer), terminate all of the rights and obligations of the Master Servicer
or such Servicer under this Agreement (other than rights to reimbursement for
unpaid Servicing Fees, Advances and Servicing Advances previously made, as
provided in Section 3.08).
If an Event of Default described in clause (g) shall occur,
the Trust Administrator shall, prior to the next Distribution Date, terminate
the rights and obligations of the applicable Servicer hereunder and succeed to
the rights and obligations of the Master Servicer or such Servicer 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. An Event of Default with respect to a Servicer shall be deemed to be
an Event of Default with respect to the Master Servicer.
SECTION 8.02 Trust Administrator or Master Servicer;
Appointment of Successor.
On and after the time the Master Servicer or a Servicer (but
only if the Master Servicer for any reason no longer is the Master 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 3.06
hereof, the Trust Administrator (in the case of the Master Servicer), or the
Master Servicer (in the case of a Servicer), as applicable 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 Trust Administrator, or Master Servicer,
as applicable, shall not be deemed to have made any
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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. As compensation therefor, 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 the related
Servicer, as applicable, would have been entitled to charge to the related
Collection Account if the Master Servicer or such Servicer, as applicable, had
continued to act hereunder (except that the terminated or resigning Master
Servicer or Servicer shall retain the right to be reimbursed for Servicing
Fees and advances (including, without limitation, Advances and Servicing
Advances) theretofore made by the Master Servicer or the Servicer, as
applicable, 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 as
Master Servicer or Servicer). Notwithstanding the foregoing, if the Trust
Administrator, or the Master Servicer, as applicable, has become the successor
to the Master Servicer or a Servicer, as applicable, in accordance with this
Section 8.02, 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 such Master Servicer or 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 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 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 Master
Servicer or the related Servicer, as applicable, hereunder. 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. Neither the Trust Administrator, the Master
Servicer, as applicable, 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 the Master Servicer or applicable Servicer to deliver, or any delay
in delivering, cash, documents or records to it.
A Master Servicer or a Servicer that has been terminated
shall, at the request of the Trust Administrator or the Master Servicer, as
applicable, but at the expense of such Master Servicer or Servicer, as
applicable, deliver to the assuming party all documents and records relating
to each Sub-Servicing Agreement and the related 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 each Sub-Servicing Agreement, 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 the Master Servicer or 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.
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The Master Servicer and each Servicer shall cooperate with
the Trust Administrator or the Master Servicer, as applicable, and any
successor servicer in effecting the termination of the terminated Master
Servicer or Servicer's, as applicable, 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 the Master Servicer or such Servicer, as applicable, to the applicable
Collection Account or thereafter received with respect to the Mortgage Loans.
Neither 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 (a) the failure of the Master Servicer or any
Servicer to (i) deliver, or any delay in delivering, cash, documents or
records to it, (ii) cooperate as required by this Agreement, or (iii) deliver
the Mortgage Loan to the Trust Administrator or the Master Servicer, as
applicable, 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 the Master Servicer or a Servicer as
servicer shall during the term of its service as servicer maintain in force
the policy or policies that the Master Servicer or such Servicer is required
to maintain pursuant to Sections 3.09(b) and 3.18 hereof.
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 Sellers 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) After the occurrence of any Event of Default, the Trust
Administrator shall transmit by mail within two days with respect to the
Sellers and within thirty days with respect to all Certificateholders and the
Rating Agencies,
(c) 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 11.01(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
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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.
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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;
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(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 and 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, it being
understood and agreed that the Trustee and
Trust Administrator are independent
contractors and not agents, partners or
joint venturers.
Except with respect to an Event of Default described in
clause (a) of Section 8.01, 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 the Master Servicer or 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 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.
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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
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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 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; and
(viii) the Trustee shall not be liable for any loss on any
investment of funds pursuant to this Agreement, except as provided in
Section 3.05(e); 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. The
Trustee shall not be accountable for the use or application by the Depositor,
the Sellers, 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 Collection Account, an Escrow
Account or the Certificate Account by the Depositor, the Sellers or 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. 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.
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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 as separately agreed with
the Trust Administrator. The Trustee and any director, officer, employee or
agent of the Trustee shall be indemnified by the Depositor and held harmless
against any loss, liability or expense (including reasonable attorney's fees
and expenses) (i) incurred in connection with any claim or legal action
relating to (a) this Agreement, (b) the Certificates, or (c) the performance
of any of the Trustee'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 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.
SECTION 9.06 Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or
association having its principal office in a state and city acceptable to the
Depositor and 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 Xxxxx'x,
Fitch and S&P or such lower ratings as will not cause Xxxxx'x, Fitch 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.
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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, the Sellers, the Trust Administrator and the Master Servicer, the
Special Servicer and the Servicers and by mailing notice of resignation by
first class mail, postage prepaid, to the Certificateholders at their
addresses appearing on the Certificate Register, and to the Rating Agencies,
not less than 60 days before the date specified in such notice when, subject
to Section 9.08, such resignation is to take effect, and (b) acceptance by a
successor trustee in accordance with Section 9.08 meeting the qualifications
set forth in Section 9.06. If the Trustee resigns, the Depositor shall
promptly appoint a successor.
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.
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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 or the Servicers
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 or the
Servicers and the Trustee may consider necessary or desirable. If the Master
Servicer or the Servicers 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 the 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
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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 the 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 or the Servicers 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 Trustee 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.
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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:
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 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
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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;
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;
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
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
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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;
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(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.
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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 Sellers, 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 Sellers or 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.
The Trust Administrator and any director, officer, employee
or agent of the Trust Administrator shall be indemnified by DLJMC and held
harmless (up to a maximum of $150,000) against any loss, liability or expense
(including reasonable attorney's fees and expenses) (i) incurred in connection
with any claim or legal action relating to (a) this Agreement, (b) the
Certificates, (c) the Custodial Agreement, or (d) the performance of any of
the Trust Administrator's duties hereunder or under the Custodial Agreement,
other than any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of any of the Trust
Administrator's duties hereunder or incurred by reason of any action of the
Trust Administrator taken at the direction of the Certificateholders and (ii)
resulting from any error in any tax or information return prepared by the
Master Servicer or a Servicer. Such indemnity shall survive the termination of
this Agreement or the resignation or removal of the Trust Administrator
hereunder. Without limiting the foregoing, DLJMC covenants and agrees, 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, to 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
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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 covenants and agrees to pay or reimburse the Trust
Administrator for any payments required to be paid by the Trust Administrator
pursuant to Sections 7 and 24 of the Custodial Agreement dated as of October
1, 2001 by and between Bank One, National Association, as Trustee, JPMorgan
Chase Bank, as Trust Administrator, and State Street Bank & Trust Company, as
Custodian. 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
or for any other expenses. 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
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 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 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 Sellers, the Trustee, the Master Servicer,
the Servicers and the Special Servicer 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
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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.
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.
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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 or the Servicers
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 or the Servicers and the Trust Administrator may consider
necessary or desirable. If the Master Servicer or the Servicers 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 Servicers, 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 Servicers), 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
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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 or the Servicers 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 IX. 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, the Servicers, the Special Servicer and the Depositor.
Any separate trust administrator or co-trust administrator
may, at any time, constitute the Trust Administrator, its agent or
attorney-in-fact, with full power and authority, to the extent not prohibited
by law, to do any lawful act under or in respect of this Agreement on its
behalf and in its name. The Trust Administrator shall not be responsible for
any action or inaction of any separate Trust Administrator or Co-Trust
Administrator. If any separate trust administrator or co-trust administrator
shall die, become incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trust Administrator, to the extent permitted by law, without
the appointment of a new or successor trust administrator.
SECTION 10.11 Office of the Trust Administrator.
The office of the Trust Administrator for purposes of
receipt of notices and demands is the Corporate Trust Office.
SECTION 10.12 Tax Return.
The Master Servicer and each Servicer, upon request, will
furnish the Trust Administrator with all such information 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 information provided by the Master Servicer or by such
Servicer.
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SECTION 10.13 Filings.
The Trust Administrator shall, on behalf of the Trust, cause
to be filed with the Securities and Exchange Commission any periodic reports
required to be filed under the provisions of the Securities Exchange Act of
1934, as amended, and the rules and regulations of the Securities and Exchange
Commission thereunder. In connection with the preparation and filing of such
periodic reports, the Depositor and the Master Servicer and each Servicer
shall timely provide to the Trust Administrator all material loan-level
information requested by the Trust Administrator and reasonably available to
them which is required to be included in such reports. The Trust Administrator
shall have no liability with respect to any failure to properly prepare or
file such periodic reports resulting from or relating to the Trust
Administrator's inability or failure to obtain any information not resulting
from its own negligence or willful misconduct.
SECTION 10.14 Determination of Certificate Index.
On each Interest Determination Date, the Trust Administrator
shall determine the Certificate Index for the Accrual Period and
inform the Master Servicer and each Servicer of such rate.
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ARTICLE XI
TERMINATION
SECTION 11.01 Termination upon Liquidation or Repurchase of
all Mortgage Loans.
The obligations and responsibilities of the Master Servicer
or the Servicers, the Sellers, the Depositor, the Special Servicer, the
Trustee and the Trust Administrator created hereby with respect to the Trust
Fund created hereby shall terminate upon the earlier of:
(i) The completion of both of the following Optional
Terminations:
(x) with respect to Loan Group IV, the
repurchase by Olympus at its election, of
all Mortgage Loans in Loan Group IV and all
property acquired in respect of any Mortgage
Loan remaining in Loan Group IV, which
repurchase right Olympus may exercise at its
sole and exclusive election as of any
Distribution Date (such applicable
Distribution Date with respect to Loan Group
IV, being herein referred to as the
"Optional Termination Date") on or after the
date on which the aggregate Principal
Balance of the Mortgage Loans in Loan Group
IV, at the time of the repurchase is less
than 5% of the aggregate Principal Balance
of the Mortgage Loans in Loan Group IV as of
the Cut-off Date; and
(y) with respect to Loan Group I, Loan Group II
and Loan Group III, the repurchase by
Olympus at its election, of all Mortgage
Loans in Loan Group I, Loan Group II and
Loan Group III and all property acquired in
respect of any Mortgage Loan remaining in
such Loan Group I, Loan Group II and Loan
Group III, which repurchase right Olympus
may exercise at its sole and exclusive
election as of any Distribution Date (such
applicable Distribution Date with respect to
Loan Group I, Loan Group II and Loan Group
III being herein referred to as the
"Optional Termination Date") on or after the
date on which the aggregate Principal
Balance of the Mortgage Loans in Loan Group
I, Loan Group II and Loan Group III at the
time of the repurchase is less than 5% of
the aggregate Principal Balance of the
Mortgage Loans in Loan Group I, Loan Group
II and Loan Group III as of the Cut-off
Date; and
(ii) the later of (i) twelve months after the maturity of
the last Mortgage Loan remaining in the Trust Fund, (ii) the
liquidation (or any advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all
REO Property and (iii) the distribution to Certificateholders of all
amounts required to be distributed to them pursuant to this
Agreement.
155
In no event shall the trust created hereby continue beyond the earlier of (1)
the expiration of 21 years from the death of the last survivor of the
descendants of Xx. Xxxxxx X. Xxxxxxx, former Ambassador of the United States
to Great Britain, living on the date of execution of this Agreement or (ii)
the Distribution Date in March 2032.
The Mortgage Loan Purchase Price for any such Optional
Termination shall be equal to the sum of (i) 100% of the Stated Principal
Balance of each Mortgage Loan in the applicable Loan Groups (other than in
respect of REO Property) plus accrued and unpaid interest thereon from the
date to which such interest was paid or advanced at the sum of the applicable
Mortgage Rate, to but not including the Due Date in the month of the final
Distribution Date (or the Mortgage Rate less the Servicing Fee Rate with
respect to any Mortgage Loan currently serviced by the entity exercising such
Optional Termination) and (ii) with respect to any REO Property, the lesser of
(x) the appraised value of any REO Property as determined by the higher of two
appraisals completed by two independent appraisers selected by the Depositor
at the expense of the Depositor and (y) the Stated Principal Balance of each
Mortgage Loan in the related Loan Groups related to any REO Property, in each
case. The Trust Administrator shall give notice to the Rating Agencies of
election to purchase the Mortgage Loans pursuant to this Section 11.01 and of
the Optional Termination Date.
SECTION 11.02 Procedure Upon Optional Termination.
(a) In case of any Optional Termination pursuant to Section
11.01, Olympus shall, at least twenty days prior to the date notice is to be
mailed to the affected Certificateholders notify the Trust Administrator of
such Optional Termination Date and of the applicable purchase price of the
Mortgage Loans to be purchased.
(b) Any purchase of the Mortgage Loans by Olympus shall be
made on an Optional Termination Date by deposit of the applicable purchase
price into the Certificate Account, as applicable, before the Distribution
Date on which such repurchase is effected. Upon receipt by the Trust
Administrator of an Officer's Certificate of Olympus certifying as to the
deposit of such purchase price into the Certificate Account, the Trust
Administrator and each co-trust administrator and separate trust
administrator, if any, then acting as such under this Agreement, shall, upon
request and at the expense of Olympus execute and deliver all such instruments
of transfer or assignment, in each case without recourse, as shall be
reasonably requested by Olympus to vest title in Olympus in the Mortgage Loans
so purchased and shall transfer or deliver to Olympus the purchased Mortgage
Loans. Any distributions on the Mortgage Loans which have been subject to an
Optional Termination received by the Trustee subsequent to (or with respect to
any period subsequent to) the Optional Termination Date shall be promptly
remitted by it to Olympus.
(c) Notice of the Distribution Date on which the Master
Servicer or a Servicer anticipates that the final distribution shall be made
(whether upon Optional Termination or otherwise), shall be given promptly by
the Master Servicer or such Servicer to the Trust Administrator and by the
Trust Administrator by first class mail to Holders of the affected
Certificates. Such notice shall be mailed no earlier than the 15th day and not
later than the 10th day preceding the Optional Termination Date or date of
final distribution, as the case may be. Such notice shall specify (i) the
Distribution Date upon which final distribution on the affected
156
Certificates will be made upon presentation and surrender of such Certificates
at the office or agency therein designated, (ii) the amount of such final
distribution and (iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, such distribution being made only upon
presentation and surrender of such Certificates at the office or agency
maintained for such purposes (the address of which shall be set forth in such
notice).
(d) In the event that any Certificateholders shall not
surrender Certificates for cancellation within six months after the date
specified in the above mentioned written notice, the Trust Administrator shall
give a second written notice to the remaining such Certificateholders to
surrender their Certificates for cancellation and receive the final
distribution with respect thereto. If within six months after the second
notice all the Certificates shall not have been surrendered for cancellation,
the Trust Administrator may take appropriate steps, or may appoint an agent to
take appropriate steps, to contact the remaining Certificateholders concerning
surrender of their Certificates, and the cost thereof shall be paid out of the
funds and other assets which remain subject to the Trust Fund.
(e) Notwithstanding anything to the contrary herein, the
occurrence of an Optional Termination shall be subject to, and shall in no way
adversely affect the right of WMMSC to continue servicing and collecting its
Servicing Fee for any WMMSC Serviced Mortgage Loan that remains outstanding at
the time of such Optional Termination.
SECTION 11.03 Additional Termination Requirements.
(a) In the event Olympus exercises its purchase option
pursuant to Section 11.01, the Trust Fund shall be terminated in accordance
with the following additional requirements, unless the Trustee has received an
Opinion of Counsel to the effect that the failure to comply with the
requirements of this Section will not (i) result in the imposition of taxes on
a "prohibited transaction" of the REMIC, as described in Section 860F of the
Code, or (ii) cause the Trust Fund to fail to qualify as a REMIC at any time
that any Certificates are outstanding:
(i) within 90 days prior to the final Distribution Date set
forth in the notice given by the Olympus under Section 11.02, the
Holder of the Class AR Certificates shall adopt a plan of complete
liquidation of the REMIC; and
(ii) at or after the time of adoption of any such plan of
complete liquidation for the Trust Fund at or prior to the final
Distribution Date, the Trustee shall sell all of the assets of the
Trust Fund to the Depositor for cash; provided, however, that in the
event that a calendar quarter ends after the time of adoption of such
a plan of complete liquidation but prior to the final Distribution
Date, the Trustee shall not sell any of the assets of the Trust Fund
prior to the close of that calendar quarter.
(b) By its acceptance of a Class AR Certificate, the Holder
thereof hereby agrees to adopt such a plan of complete liquidation and to take
such other action in connection therewith as may be reasonably required to
liquidate and otherwise terminate the Trust Fund.
(c) If the Trust Fund is terminated, the Trust Administrator
shall cause the endorsement of the Mortgage Notes and the Assignment of the
Mortgages to be prepared and recorded to the appropriate Person.
157
ARTICLE XII
MISCELLANEOUS PROVISIONS
SECTION 12.01 Amendment.
(a) This Agreement may be amended from time to time by the
Depositor, the Master Servicer or the Servicers, the Sellers, the Trust
Administrator, the Special Servicer 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 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 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, which consent shall not be unreasonably withheld; or
(v) to make any other provisions with respect to matters or
questions arising under 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 as evidenced by
an Opinion of Counsel (which Opinion of Counsel shall not be an
expense of the Trustee or the Trust Fund, but shall be at the expense
of the party proposing such amendment); provided, however, that no
such Opinion of Counsel shall be required if the Person requesting
the amendment obtains a letter from each Rating Agency stating that
the amendment would not result in the downgrading or withdrawal of
the respective ratings then assigned to the Certificates.
(b) This Agreement may be amended from time to time by the
Depositor, the Sellers, the Master Servicer, the Servicers, the Special
Servicer, 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,
158
(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 or (v) modify the provisions of this
Section 12.01.
It shall not be necessary for the consent of
Certificateholders under this Section to approve the particular form of any
proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as Trust Administrator may prescribe.
(c) 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.
(d) 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.
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. In the event that more than one Servicer is
servicing Mortgage Loans in the same jurisdiction, the Servicer that is then
servicing the greater or greatest number of Mortgage Loans shall effect such
recordation. Such recordation, if any, shall be effected by the related
Servicer at the expense of the Depositor.
(b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
SECTION 12.03 Governing Law.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
159
HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
SECTION 12.04 Intention of Parties.
(a) It is the express intent of the Depositor, DLJMC, WMMSC,
GreenPoint, the Master Servicer, the Servicers, Trust Administrator and the
Trustee that the conveyance by (i) GreenPoint of the GreenPoint Loans to
DLMJMC, (ii) WMMSC of the WMMSC Loans to DLJMC and (iii) DLJMC of the Mortgage
Loans to the Depositor, and the conveyance by the Depositor to the Trustee as
provided for in Section 2.01 of each of such Sellers' right, title and
interest in and to the Mortgage Loans be, and be construed as, an absolute
sale and assignment by each such Seller to DLJMC of the related Mortgage Loans
and 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 related Mortgage
Loans by GreenPoint or WMMSC, as applicable, to DLJMC, or 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 GreenPoint, WMMSC, DLJMC or the Depositor, as applicable, or if
for any reason the Mortgage Loan Purchase Agreement, 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 such Sellers 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 such Sellers' 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,
160
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 such Sellers and the
Depositor under this Agreement, the Assignment and Assumption Agreement and
the Mortgage Loan Purchase Agreement.
(b) The Sellers and the Depositor, and, at the Depositor's
direction, the Master Servicer or the Servicers, the Trust Administrator and
the Trustee, 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 its 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 repurchased in
accordance with this Agreement.
All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given when received (i) in the
case of the Depositor, Credit Suisse First Boston Mortgage Acceptance Corp.,
00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: President; (ii) in the
case of the Trustee, the Corporate Trust Office, or such other address as may
hereafter be furnished to the Depositor in writing by the Trustee; (iii) in
the case of DLJMC, 00 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxxxxx X. Xxxxxx (with a copy to DLJ Mortgage Acceptance Corp., 00
Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Office of the
General Counsel), or such other address as may be hereafter furnished to the
Depositor and the Trustee by DLJMC in writing, (iv) in the case of, WMMSC,
1201 Third Avenue, WMT 1706, Xxxxxxx, Xxxxxxxxxx 00000, Attention: WMMSC, (v)
in the case of GreenPoint, (if in its capacity as a Seller) to GreenPoint
Mortgage Funding, Inc., 000 Xxxx Xxxxxx Xxxxx, Xxxxxx, XX 00000, Attention:
Xxxxxx Xxxxxx, (vi) in the case of CMMC, 0000 X Xxxxxxx Xxxxxx Xxxxx,
Xxxxxxxxx Xxxxx, XX 00000, Attention: Xxxxx Xxxxxx, (vi) in the case of
Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; (vii) in the case of Xxxxx'x
Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxxxxxxx Xxxxxxxxx; (viii) in the case of Olympus, Olympus
Servicing, L.P., 0000 Xxxxx Xxxxx Xxxxx, Xxxxx 000-X, Xxxxxx, Xxxxx,
Attention: Xxxx Xxxx; (ix) in the case of GreenPoint Mortgage Funding,
161
Inc., 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000 and (ix) if to the
Trust Administrator to 000 X. 00xx Xx., 00xx Xxxxx, Xxx Xxxx, XX 00000,
Attention: Institutional Trust Services - Structured Finance, CSFB 2002-5.
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 Trustee to institute such action, suit
or proceeding in its own name as Trustee 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
162
of this Section 12.07, each and every Certificateholder, the Trust Administrator
and the Trustee 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 after the Certificates have been paid.
163
IN WITNESS WHEREOF, the Depositor, the Sellers, the Master
Servicer, the Servicers, the Trust Administrator and the Trustee have caused
their names to be signed hereto by their respective officers thereunto duly
authorized all as of the first day of February, 2002.
CREDIT SUISSE FIRST BOSTON MORTGAGE
ACCEPTANCE CORP., as Depositor
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
DLJ MORTGAGE CAPITAL, INC.,
as a Seller
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
GREENPOINT MORTGAGE FUNDING, INC.,
as a Seller and a Servicer
By: /s/ Xxxxxxx Xxxxx
------------------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
WASHINGTON MUTUAL MORTGAGE
SECURITIES CORP., as a Seller and a Servicer
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
CHASE MANHATTAN MORTGAGE
CORPORATION, as Master Servicer
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
OLYMPUS SERVICING, L.P.,
as a Servicer and the Special Servicer
By: /s/ Xxxx Xxxx
--------------------------------
Name: Xxxx Xxxx
Title: President
JPMORGAN CHASE BANK,
as Trust Administrator
By: /s/ Xxxxxxx Xxxx
--------------------------------
Name: Xxxxxxx Xxxx
Title: Vice President
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By: /s/ Xxxx X. Xxxxx
---------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 27th day of February, 2002, before me, personally
appeared Xxxxx X. Xxxxxx, known to me to be a Vice President of Credit Suisse
First Boston Mortgage Acceptance Corp., one of the corporations that executed
the within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first above written.
/s/ Xxxxxx Xxxxx
---------------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 27th day of February, 2002, before me, personally
appeared Xxxxxx Xxxxxx, known to me to be a Vice President of DLJ Mortgage
Capital, Inc., one of the corporations that executed the within instrument and
also known to me to be the person who executed it on behalf of said
corporation, and acknowledged to me that such corporation executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first above written.
/s/ Xxxxxx Xxxxx
--------------------------------
Notary Public
[NOTARIAL SEAL]
ACKNOWLEDGEMENT OF CORPORATION
STATE OF WASHINGTON )
: ss.:
COUNTY OF KING )
I certify that I know or have satisfactory evidence that
Xxxxxxx X. Xxxxxx is the person who appeared before me, and said person
acknowledged that he signed this instrument, on oath stated that he was
authorized to execute the instrument and acknowledged it as the Vice
President of WASHINGTON MUTUAL MORTGAGE SECURITIES CORP., to be the free
and voluntary act of such party for the uses and purposes mentioned therein.
Dated this 26th day of February, 2001.
/s/ Xxxxx X. Xxxxxx
------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 28th of February, 2002 before me, a Notary Public in
and for said State, personally appeared Xxxx X. Xxxxx known to me to be a
Vice President of Bank One, National Association, the national banking
association that executed the within instrument and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first above written.
/s/ Xxxx Xxxxx
------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 26th of February, 2002 before me, a Notary Public in
and for said State, personally appeared Xxxx Xxxx known to me to be a
President of Olympus Servicing L.P., the Delaware limited partnership that
executed the within instrument and also known to me to be the person who
executed it on behalf of said entity, and acknowledged to me that such entity
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first above written.
/s/ Xxxxxx Xxxxxx
-----------------------
Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 28th of February , 2002 before me, a Notary Public in
and for said State, personally appeared Xxxxxxx Xxxxx known to me to be a
Senior Vice President of GreenPoint Mortgage Funding, Inc., the corporation that
executed the within instrument and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first above written.
/s/ Xxxxxxx Xxxxxx
-------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF FLORIDA )
: ss.:
COUNTY OF BROWARD )
On the 27th of February, 2002 before me, a Notary Public in
and for said State, personally appeared Xxxxxx X. Xxxxxx known to me to be a
Vice President of Chase Manhattan Mortgage Corporation, the New Jersey
corporation that executed the within instrument and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first above written.
/s/ Xxxxx Xxxxxxx
---------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 28th of February, 2002 before me, a Notary Public in
and for said State, personally appeared Xxxxxxx Xxxx known to me to be a
Vice President of JPMorgan Chase Bank, the New York banking corporation that
executed the within instrument and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first above written.
/s/ Xxxxx X. Xxxxxxx
------------------------------
Notary Public
[NOTARIAL SEAL]
EXHIBIT A
[FORM OF CLASS A CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS 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").
A-1
Certificate No. :
Cut-off Date : February 1, 2002
First Distribution Date : March 25, 2002
Initial Certificate Balance
of this Certificate
("Denomination") : $
Initial Certificate Balances
of all Certificates
of this Class : $
CUSIP : 22540V
Pass-Through Rate :
Maturity Date : March 25, 2032
A-2
CREDIT SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE CORP.
Credit Suisse First Boston Mortgage Acceptance Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2002-5
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 Acceptance 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 Sellers, the Servicers 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 Acceptance
Corp. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement") among the Depositor, DLJ Mortgage Capital, Inc., as a seller (in
such capacity, a "Seller"), Washington Mutual Mortgage Securities Corp., as a
seller (in such capacity, a "Seller") and a servicer (in such capacity, a
"Servicer"), GreenPoint Mortgage Funding, Inc., as a seller (in such capacity,
a "Seller") and a servicer (in such capacity, a "Servicer"), Olympus
Servicing, L.P., as a servicer (in such capacity, a "Servicer") and as a
special servicer (in such capacity, a "Special Servicer"), Chase Manhattan
Mortgage Corporation, as a master servicer (in such capacity, a "Master
Servicer") and Bank One, National Association, as trustee (the "Trustee"). 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 Trustee.
A-3
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: February __, 2001.
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By __________________________________
Countersigned:
By ___________________________
Authorized Signatory of
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
A-4
CREDIT SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE CORP.
Credit Suisse First Boston Mortgage Acceptance Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2002-5
Class A
This Certificate is one of a duly authorized issue of Certificates
designated as Credit Suisse First Boston Mortgage Acceptance Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2002-5, 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 the Trustee is not 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.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month, or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose name this Certificate is registered at the close of business on the
applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement. The Record Date
applicable to each Distribution Date is (1) with respect to all Certificates
other than the LIBOR Certificates held in Book-Entry Form, the last day of the
calendar month preceding the month in which such Distribution Date occurs and
(2) with respect to the LIBOR Certificates held in Book-Entry Form only, the
close of business on the last Business Day of the calendar month immediately
preceding the calendar month of 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 Trustee 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 and the rights of the Certificateholders under the Agreement at any
time by the Depositor, the Servicers, the Sellers
A-5
and the Trustee 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 Trustee upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office or the office or agency
maintained by the Trustee in New York, New York, accompanied by a written
instrument of transfer in form satisfactory to the Trustee 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 Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Depositor, each Servicer, each Seller, the Trustee and any agent
of the Depositor or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of
the Servicers, the Sellers, the Depositor, the Trustee or any such agent shall
be affected by any notice to the contrary.
On any Distribution Date on which the aggregate Stated Principal
Balance of the Group I Mortgage Loans, the Group II Mortgage Loans and the
Group III Mortgage Loans is less than 5% of the Aggregate Loan Balance of the
those Groups as of the Cut-off Date, Olympus will have the option to
repurchase, in whole, from the Trust Fund all remaining Mortgage Loans in
those Groups and all property acquired in respect of the Mortgage Loans of
such Groups at a purchase price determined as provided in the Agreement. On
any Distribution Date on which the aggregate Stated Principal Balance of the
Group IV Mortgage Loans is less than 5% of the Aggregate Loan Balance of the
such Group as of the Cut-off Date, Olympus will have the option to repurchase,
in whole, from the Trust Fund all remaining Mortgage Loans in such Group and
all property acquired in respect of the Mortgage Loans of such Group at a
purchase price determined as provided in the Agreement. In the event that no
such optional termination 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
A-6
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 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.
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.
A-7
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 Trustee 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.
A-8
EXHIBIT B
[FORM OF CLASS C-B CERTIFICATE]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS 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.]
FOR CLASSES B-4, B-5 AND B-6 ONLY: [PURSUANT TO SECTION 6.02(f) OF THE
AGREEMENT, NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED
UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE (I) A REPRESENTATION LETTER TO
THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A
PLAN SUBJECT TO SECTION 4975 OF THE CODE NOR A PERSON ACTING ON BEHALF OF THAT
PLAN OR ARRANGEMENT NOR USING THE ASSETS OF THAT PLAN OR ARRANGEMENT TO EFFECT
THAT TRANSFER, OR (II) IF THE PURCHASER IS AN INSURANCE COMPANY AND THE
CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A
REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
HEREIN OR (III) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE
AGREEMENT REFERRED TO HEREIN. IN THE EVENT THE REPRESENTATIONS REFERRED TO IN
THE PRECEDING SENTENCE ARE NOT FURNISHED, SUCH REPRESENTATION SHALL BE DEEMED
TO HAVE BEEN MADE TO THE TRUSTEE BY THE TRANSFEREE'S ACCEPTANCE OF THIS
CERTIFICATE, OR BY ANY BENEFICIAL OWNER WHO PURCHASES AN INTEREST IN THIS
CERTIFICATE IN BOOK-ENTRY FORM. IN THE EVENT THAT A REPRESENTATION IS
VIOLATED, OR ANY ATTEMPT TO TRANSFER THIS CERTIFICATE TO A PLAN OR PERSON
ACTING ON BEHALF OF A PLAN OR USING A PLAN'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.]
C-1
Certificate No. :
Cut-off Date : February 1, 2002
First Distribution Date : March 25, 2002
Initial Certificate Balance
of this Certificate
("Denomination") : $
Initial Certificate Balances
of all Certificates
of this Class : $
Percentage Interest :
CUSIP :
Pass-Through Rate :
Maturity Date : March 25, 2032
C-2
CREDIT SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE CORP.
Credit Suisse First Boston Mortgage Acceptance Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2002-5
Class C-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 Acceptance 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 Sellers, the Servicers 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 Acceptance
Corp. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement") among the Depositor, DLJ Mortgage Capital, Inc., as a seller (in
such capacity, a "Seller"), Washington Mutual Mortgage Securities Corp., as a
seller (in such capacity, a "Seller") and a servicer (in such capacity, a
"Servicer"), GreenPoint Mortgage Funding, Inc., as a seller (in such capacity,
a "Seller") and a servicer (in such capacity, a "Servicer"), Olympus
Servicing, L.P., as a servicer (in such capacity, a "Servicer") and as a
special servicer (in such capacity, a "Special Servicer"), Chase Manhattan
Mortgage Corporation, as a master servicer (in such capacity, a "Master
Servicer") and Bank One, National Association, as trustee (the "Trustee"). 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 Trustee
in writing the facts surrounding the transfer and (i) deliver a letter in
substantially the form of either [Exhibit K or Exhibit l] to the Agreement or
(ii) there shall be delivered to the
C-3
Trustee at the expense of the transferor an Opinion of Counsel that such
transfer may be made pursuant to an exemption from the Securities Act. In the
event that such a transfer is to be made within three years from the date of
the initial issuance of Certificates pursuant hereto, there shall also be
delivered (except in the case of a transfer pursuant to Rule 144A of the
Securities Act) to the Trustee 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 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.
For Classes X-0, X-0 and B-6 only: [Pursuant to Section 6.02(f) of
the Agreement, no transfer of this Certificate shall be made unless the
Trustee shall have received either (i) a representation letter from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trustee, to the effect that such transferee is not an
employee benefit plan subject to Section 406 of ERISA or Section 4975 of the
Code, or a person acting on behalf of any such plan or arrangement or using
the assets of any such plan or arrangement to effect such transfer, which
representation letter shall not be an expense of the Trustee 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 subject to ERISA, or Section 4975 of the Code (or comparable provisions
of any subsequent enactments), or a trustee of any such plan or any other
person acting on behalf of any such plan or arrangement, or using such plan's
or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee to
the effect that the purchase or holding of such Certificate will not result in
the assets of the Trust Fund being deemed to be "plan assets" and subject to
the prohibited transaction provisions of ERISA and the Code and will not
subject the Depositor, the Trustee, the Servicers or the Special Servicer to
any obligation in addition to those undertaken in this Agreement, which
Opinion of Counsel shall not be an expense of the Trustee or the Trust Fund.
In the event the representations referred to in the preceding sentence are not
furnished, such representation shall be deemed to have been made to the
trustee by the transferee's acceptance of this certificate, or by any
beneficial owner who purchases an interest in this certificate in book-entry
form. In the event that a representation is violated, or any attempt to
transfer this certificate to a plan or person acting on behalf of a plan or
using a plan'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 Trustee.
C-4
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: February __, 2001.
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By ________________________________
Countersigned:
By ___________________________
Authorized Signatory of
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
C-5
CREDIT SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE CORP.
Credit Suisse First Boston Mortgage Acceptance Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2002-5
Class [B- ]
This Certificate is one of a duly authorized issue of Certificates
designated as Credit Suisse First Boston Mortgage Acceptance Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2002-5, 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 the Trustee is not 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.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month, or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose name this Certificate is registered at the close of business on the
applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement. The Record Date
applicable to each Distribution Date is (1) with respect to all Certificates
other than the LIBOR Certificates held in Book-Entry Form, the last day of the
calendar month preceding the month in which such Distribution Date occurs and
(2) with respect to the LIBOR Certificates held in Book-Entry Form only, the
close of business on the last Business Day of the calendar month immediately
preceding the calendar month of 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 Trustee 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 and the rights of the Certificateholders under the Agreement at any
time by the Depositor, the Servicers, the Sellers
C-6
and the Trustee 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 Trustee upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office or the office or agency
maintained by the Trustee in New York, New York, accompanied by a written
instrument of transfer in form satisfactory to the Trustee 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 Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Depositor, each Servicer, each Seller, the Trustee and any agent
of the Depositor or the Trustee or may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of
the Servicers, the Sellers, the Depositor, the Trustee or any such agent shall
be affected by any notice to the contrary.
On any Distribution Date on which the aggregate Stated Principal
Balance of the Group I Mortgage Loans, the Group II Mortgage Loans and the
Group III Mortgage Loans is less than 5% of the Aggregate Loan Balance of the
those Groups as of the Cut-off Date, Olympus will have the option to
repurchase, in whole, from the Trust Fund all remaining Mortgage Loans in
those Groups and all property acquired in respect of the Mortgage Loans of
such Groups at a purchase price determined as provided in the Agreement. On
any Distribution Date on which the aggregate Stated Principal Balance of the
Group IV Mortgage Loans is less than 5% of the Aggregate Loan Balance of the
such Group as of the Cut-off Date, Olympus will have the option to repurchase,
in whole, from the Trust Fund all remaining Mortgage Loans in such Group and
all property acquired in respect of the Mortgage Loans of such Group at a
purchase price determined as provided in the Agreement. In the event that no
such optional termination 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
C-7
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 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.
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.
C-8
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 Trustee 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.
C-9
EXHIBIT C
[FORM OF CLASS AR 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 TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (A) A REPRESENTATION LETTER TO THE
EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A
PLAN SUBJECT TO SECTION 4975 OF THE CODE NOR A PERSON ACTING ON BEHALF OF THAT
PLAN OR ARRANGEMENT NOR USING THE ASSETS OF THAT PLAN OR ARRANGEMENT TO EFFECT
THAT TRANSFER, OR (B) IF THE TRANSFEREE IS AN INSURANCE COMPANY, A
REPRESENTATION THAT THE TRANSFEREE IS AN INSURANCE COMPANY WHICH IS PURCHASING
THIS CERTIFICATE WITH FUNDS CONTAINED IN AN "INSURANCE COMPANY GENERAL
ACCOUNT," AS THAT TERM IS DEFINED IN SECTION V(e) OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60, OR PTCE 95-60, AND THAT THE PURCHASE AND HOLDING OF
THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60, OR (C) AN
OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED
TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED
TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN
SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO
THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.
D-1
Certificate No. : [1][2]
Cut-off Date : February 1, 2002
First Distribution Date : March 25, 2002
Initial Certificate Balance
of this Certificate
("Denomination") : $
Initial Certificate Balances
of all Certificates
of this Class : $
CUSIP :
Pass-Through Rate :
Maturity Date : March 25, 2017
CREDIT SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE CORP.
Credit Suisse First Boston Mortgage Acceptance Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2002-5
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 Acceptance 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 Sellers, the Servicers 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 Credit Suisse First Boston Corporation, 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 Acceptance Corp. (the "Depositor"). The Trust Fund was created
pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement") among the Depositor, DLJ Mortgage Capital,
Inc., as a seller (in such capacity, a "Seller"), Washington Mutual Mortgage
Securities Corp., as a seller (in such capacity, a "Seller") and a servicer
(in such capacity, a "Servicer"), GreenPoint Mortgage Funding, Inc., as a
seller (in such capacity, a "Seller") and a servicer (in such capacity, a
"Servicer"), Olympus Servicing, L.P., as a servicer (in such capacity, a
"Servicer") and as a special servicer (in such capacity, a "Special
Servicer"), Chase Manhattan Mortgage Corporation, as a master servicer (in
such capacity, a "Master Servicer") and Bank One, National Association, as
trustee (the "Trustee"). 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 Trustee in New York, New York.
No transfer of a Class AR Certificate shall be made unless the
Trustee shall have received either (i) a representation letter from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trustee, to the effect that such transferee is not an
employee benefit plan subject to Section 406 of ERISA or Section 4975 of the
Code, or a person acting on
behalf of any such plan or arrangement or using the assets of any such plan or
arrangement to effect such transfer, which representation letter shall not be
an expense of the Trustee or the Trust Fund or (ii) if the transferee is an
insurance company, a representation that the transferee is an insurance
company which is purchasing this certificate with funds contained in an
"insurance company general account," as that term is defined in Section V(e)
of Prohibited Transaction Class Exemption 95-60, or PTCE 95-60, and that the
purchase and holding of this certificate are covered under Sections I and II
of PTCE 95-60, or (iii) in the case of any such Class AR Certificate presented
for registration in the name of an employee benefit plan subject to ERISA, or
Section 4975 of the Code (or comparable provisions of any subsequent
enactments), or a trustee of any such plan or any other person acting on
behalf of any such plan or arrangement, or using such plan's or arrangement's
assets, an Opinion of Counsel satisfactory to the Trustee to the effect that
the purchase or holding of such Class AR Certificate will not result in the
assets of the Trust Fund being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA and the Code and will not subject
the Depositor, the Trustee, the Servicers or the Special Servicer to any
obligation in addition to those undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Trustee or the Trust Fund.
Notwithstanding anything else to the contrary herein, any purported transfer
of a Class AR Certificate to or on behalf of an employee benefit plan subject
to ERISA or to the Code without the Opinion of Counsel satisfactory to the
Trustee as described above 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 Trustee of a transfer affidavit of the
initial owner or the proposed transferee in the form described in the
Agreement, (iii) each person holding or acquiring any Ownership Interest in
this Class AR Certificate must agree to require a transfer affidavit from any
other person to whom such person attempts to Transfer its Ownership Interest
in this Class AR Certificate as required pursuant to the Agreement, (iv) each
person holding or acquiring an Ownership Interest in this Class AR Certificate
must agree not to transfer an Ownership Interest in this Class AR Certificate
if it has actual knowledge that the proposed transferee is not a Permitted
Transferee and (v) any attempted or purported transfer of any Ownership
Interest in this Class AR Certificate in violation of such restrictions will
be absolutely null and void and will vest no rights in the purported
transferee.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: February __, 2001
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By ______________________________
Countersigned:
By ___________________________
Authorized Signatory of
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
CREDIT SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE CORP.
Credit Suisse First Boston Mortgage Acceptance Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2002-5
Class AR
This Certificate is one of a duly authorized issue of Certificates
designated as Credit Suisse First Boston Mortgage Acceptance Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2002-5, 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 the Trustee is not 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.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month, or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose name this Certificate is registered at the close of business on the
applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement. The Record Date
applicable to each Distribution Date is (1) with respect to all Certificates
other than the LIBOR Certificates held in Book-Entry Form, the last day of the
calendar month preceding the month in which such Distribution Date occurs and
(2) with respect to the LIBOR Certificates held in Book-Entry Form only, the
close of business on the last Business Day of the calendar month immediately
preceding the calendar month of 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 Trustee 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 and the rights of the Certificateholders under the Agreement at any
time by the Depositor, the Servicers, the Sellers
and the Trustee 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 Trustee upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office or the office or agency
maintained by the Trustee in New York, New York, accompanied by a written
instrument of transfer in form satisfactory to the Trustee 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 Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Depositor, each Servicer, each Seller, the Trustee and any agent
of the Depositor, or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of
the Servicers, the Sellers, the Depositor, the Trustee or any such agent shall
be affected by any notice to the contrary.
On any Distribution Date on which the aggregate Stated Principal
Balance of the Group III Mortgage Loans is less than 5% of the Aggregate Loan
Balance of Group III as of the Cut-off Date, Olympus will have the option to
repurchase, in whole, from the Trust Fund all remaining Mortgage Loans in such
Group and all property acquired in respect of the Mortgage Loans of such Group
at a purchase price determined as provided in the Agreement. On any
Distribution Date on which the aggregate Stated Principal Balance of the Group
I Mortgage Loans, the Group II Mortgage Loans and the Group III Mortgage Loans
is less than 5% of the Aggregate Loan Balance of those Groups as of the
Cut-off Date, Olympus will have the option to repurchase, in whole, from the
Trust Fund all remaining Mortgage Loans in such Groups and all property
acquired in respect of the Mortgage Loans of such Groups at a purchase price
determined as provided in the Agreement. In the event that no such optional
termination 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 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.
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 Trustee 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 D
[FORM OF CLASS X CERTIFICATE]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES
AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED ("THE ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
PURSUANT TO SECTION 6.02(f) OF THE AGREEMENT, NEITHER THIS CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE
TRUSTEE (I) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT
AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE
CODE NOR A PERSON ACTING ON BEHALF OF THAT PLAN OR ARRANGEMENT NOR USING THE
ASSETS OF THAT PLAN OR ARRANGEMENT TO EFFECT THAT TRANSFER, OR (II) IF THE
PURCHASER IS AN INSURANCE COMPANY AND THE CERTIFICATE HAS BEEN THE SUBJECT OF
AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN OR (III) AN OPINION OF COUNSEL
IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. IN THE
EVENT THE REPRESENTATIONS REFERRED TO IN THE PRECEDING SENTENCE ARE NOT
FURNISHED, SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO THE
TRUSTEE BY THE TRANSFEREE'S ACCEPTANCE OF THIS CERTIFICATE, OR BY ANY
BENEFICIAL OWNER WHO PURCHASES AN INTEREST IN THIS CERTIFICATE IN BOOK-ENTRY
FORM. IN THE EVENT THAT A REPRESENTATION IS VIOLATED, OR ANY ATTEMPT TO
TRANSFER THIS CERTIFICATE TO A PLAN OR PERSON ACTING ON BEHALF OF A PLAN OR
USING A PLAN'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.
E-1
Certificate No. :
Cut-off Date : February 1, 2002
First Distribution Date : March 25, 2002
Initial Notional Amount of this
Certificate ("Denomination") : $
Initial Class Notional Amount of
all Certificates of this Class : $
Percentage Interest :
CUSIP :
Pass-Through Rate :
Maturity Date : Xxxxx 00, 0000
X-0
CREDIT SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE CORP.
Credit Suisse First Boston Mortgage Acceptance Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2002-5
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 Acceptance Corp., as Depositor
This Certificate does not evidence an obligation of, or an interest
in, and is not guaranteed by the Depositor, the Sellers, the Servicers 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 [_____________________________________________],
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 Acceptance Corp. (the "Depositor"). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the "Agreement") among the Depositor, DLJ Mortgage
Capital, Inc., as a seller (in such capacity, a "Seller"), Washington Mutual
Mortgage Securities Corp., as a seller (in such capacity, a "Seller") and a
servicer (in such capacity, a "Servicer"), GreenPoint Mortgage Funding, Inc.,
as a seller (in such capacity, a "Seller") and a servicer (in such capacity, a
"Servicer"), Olympus Servicing, L.P., as a servicer (in such capacity, a
"Servicer") and as a special servicer (in such capacity, a "Special
Servicer"), Chase Manhattan Mortgage Corporation, as a master servicer (in
such capacity, a "Master Servicer") and Bank One, National Association, as
trustee (the "Trustee"). 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 Trustee
in writing the facts surrounding the transfer and (i) deliver a letter in
substantially the form of either [Exhibit K or Exhibit l] to the Agreement or
(ii) there shall be delivered to the Trustee at the expense of the transferor
an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Securities Act. In the event that such a transfer is to be made
within three years from the date of the initial issuance of Certificates
pursuant hereto, there shall
E-3
also be delivered (except in the case of a transfer pursuant to Rule 144A of
the Securities Act) to the Trustee 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 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 this
Certificate shall be made unless the Trustee shall have received either (i) a
representation letter from the transferee of such Certificate, acceptable to
and in form and substance satisfactory to the Trustee, to the effect that such
transferee is not an employee benefit plan subject to Section 406 of ERISA or
Section 4975 of the Code, or a person acting on behalf of any such plan or
arrangement or using the assets of any such plan or arrangement to effect such
transfer, which representation letter shall not be an expense of the Trustee
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 subject to ERISA, or Section 4975 of the Code (or
comparable provisions of any subsequent enactments), or a trustee of any such
plan or any other person acting on behalf of any such plan or arrangement, or
using such plan's or arrangement's assets, an Opinion of Counsel satisfactory
to the Trustee to the effect that the purchase or holding of such Certificate
will not result in the assets of the Trust Fund being deemed to be "plan
assets" and subject to the prohibited transaction provisions of ERISA and the
Code and will not subject the Depositor, the Trustee, the Servicers or the
Special Servicer to any obligation in addition to those undertaken in this
Agreement, which Opinion of Counsel shall not be an expense of the Trustee or
the Trust Fund. In the event the representations referred to in the preceding
sentence are not furnished, such representation shall be deemed to have been
made to the trustee by the transferee's acceptance of this certificate, or by
any beneficial owner who purchases an interest in this certificate in
book-entry form. In the event that a representation is violated, or any
attempt to transfer this certificate to a plan or person acting on behalf of a
plan or using a plan'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 Trustee.
E-4
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: February __, 2001.
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By _________________________________
Countersigned:
By ___________________________
Authorized Signatory of
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
E-5
CREDIT SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE CORP.
Credit Suisse First Boston Mortgage Acceptance Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2002-5
Class X
This Certificate is one of a duly authorized issue of Certificates
designated as Credit Suisse First Boston Mortgage Acceptance Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2002-5, 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 the Trustee is not 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.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month, or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose name this Certificate is registered at the close of business on the
applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement. The Record Date
applicable to each Distribution Date is (1) with respect to all Certificates
other than the LIBOR Certificates held in Book-Entry Form, the last day of the
calendar month preceding the month in which such Distribution Date occurs and
(2) with respect to the LIBOR Certificates held in Book-Entry Form only, the
close of business on the last Business Day of the calendar month immediately
preceding the calendar month of 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 Trustee 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 and the rights of the Certificateholders under the Agreement at any
time by the Depositor, the Servicers, the Sellers
E-6
and the Trustee 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 Trustee upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office or the office or agency
maintained by the Trustee in New York, New York, accompanied by a written
instrument of transfer in form satisfactory to the Trustee 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 Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Depositor, each Servicer, each Seller, the Trustee and any agent
of the Depositor or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of
the Servicers, the Sellers, the Depositor, the Trustee or any such agent shall
be affected by any notice to the contrary.
On any Distribution Date on which the aggregate Stated Principal
Balance of the Group IV Mortgage Loans is less than 5% of the Aggregate Loan
Balance of such Group as of the Cut-off Date, Olympus will have the option to
repurchase, in whole, from the Trust Fund all remaining Mortgage Loans in such
Group and all property acquired in respect of the Mortgage Loans of such Group
at a purchase price determined as provided in the Agreement. On any
Distribution Date on which the aggregate Stated Principal Balance of the Group
I Mortgage Loans, the Group II Mortgage Loans and the Group III Mortgage Loans
is less than 5% of the Aggregate Loan Balance of such Groups as of the Cut-off
Date, Olympus will have the option to repurchase, in whole, from the Trust
Fund all remaining Mortgage Loans in such Groups and all property acquired in
respect of the Mortgage Loans of such Groups at a purchase price determined as
provided in the Agreement. In the event that no such optional termination
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
E-7
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 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.
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.
E-8
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 Trustee 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.
E-9
EXHIBIT E
[FORM OF CLASS A-P 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 IS 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").
F-1
Certificate No. :
Cut-off Date : February 1, 2002
First Distribution Date : March 25, 2002
Initial Certificate Balance
of this Certificate
("Denomination") : $
Initial Certificate Balances
of all Certificates
of this Class : $
Percentage Interest :
CUSIP :
Pass-Through Rate : None
Maturity Date : March 25, 2032
F-2
CREDIT SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE CORP.
Credit Suisse First Boston Mortgage Acceptance Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2002-5
Class A-P
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 fixed rate conventional
mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties.
Credit Suisse First Boston Mortgage Acceptance Corp., as Depositor
This Certificate does not evidence an obligation of, or an interest
in, and is not guaranteed by the Depositor, the Sellers, the Servicers 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 Acceptance
Corp. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement") among the Depositor, DLJ Mortgage Capital, Inc., as a seller (in
such capacity, a "Seller"), Washington Mutual Mortgage Securities Corp., as a
seller (in such capacity, a "Seller") and a servicer (in such capacity, a
"Servicer"), GreenPoint Mortgage Funding, Inc., as a seller (in such capacity,
a "Seller") and a servicer (in such capacity, a "Servicer"), Olympus
Servicing, L.P., as a servicer (in such capacity, a "Servicer") and as a
special servicer (in such capacity, a "Special Servicer"), Chase Manhattan
Mortgage Corporation, as a master servicer (in such capacity, a "Master
Servicer") and Bank One, National Association, as trustee (the "Trustee"). 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 Trustee.
F-3
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: February __, 2001.
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By _______________________________
Countersigned:
By ___________________________
Authorized Signatory of
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
F-4
CREDIT SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE CORP.
Credit Suisse First Boston Mortgage Acceptance Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2002-5
Class A-P
This Certificate is one of a duly authorized issue of Certificates
designated as Credit Suisse First Boston Mortgage Acceptance Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2002-5, 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 the Trustee is not 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.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month, or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose name this Certificate is registered at the close of business on the
applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement. The Record Date
applicable to each Distribution Date is (1) with respect to all Certificates
other than the LIBOR Certificates held in Book-Entry Form, the last day of the
calendar month preceding the month in which such Distribution Date occurs and
(2) with respect to the LIBOR Certificates held in Book-Entry Form only, the
close of business on the last Business Day of the calendar month immediately
preceding the calendar month of 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 Trustee 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 and the rights of the Certificateholders under the Agreement at any
time by the Depositor, the Servicers, the Sellers
F-5
and the Trustee 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 Trustee upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office or the office or agency
maintained by the Trustee in New York, New York, accompanied by a written
instrument of transfer in form satisfactory to the Trustee 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 Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Depositor, each Servicer, each Seller, the Trustee and any agent
of the Depositor or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of
the Servicers, the Sellers, the Depositor, the Trustee or any such agent shall
be affected by any notice to the contrary.
On any Distribution Date on which the aggregate Stated Principal
Balance of the Group IV Mortgage Loans is less than 5% of the Aggregate Loan
Balance of such Group as of the Cut-off Date, Olympus will have the option to
repurchase, in whole, from the Trust Fund all remaining Mortgage Loans in such
Group and all property acquired in respect of the Mortgage Loans of such Group
at a purchase price determined as provided in the Agreement. On any
Distribution Date on which the aggregate Stated Principal Balance of the Group
I Mortgage Loans, the Group II Mortgage Loans and the Group III Mortgage Loans
is less than 5% of the Aggregate Loan Balance of such Groups as of the Cut-off
Date, Olympus will have the option to repurchase, in whole, from the Trust
Fund all remaining Mortgage Loans in such Groups and all property acquired in
respect of the Mortgage Loans of such Groups at a purchase price determined as
provided in the Agreement. In the event that no such optional termination
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
F-6
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 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.
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.
F-7
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 Trustee 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.
F-8
EXHIBIT F
FORM OF SERVICER INFORMATION
The following information will be e-mailed to the Trustee in accordance with
Section 4.05:
Servicer Loan Number
Trust Loan Number (if applicable)
Scheduled Net Interest
Scheduled Principal
Curtailment Applied
Curtailment Adjustment
Mortgage Rate
Servicing Fee Rate
P&I Payment
Beginning Scheduled Balance
Ending Scheduled
Balance Ending
Actual Principal Balance
Due Date
Prepayment in full Principal
Prepayment in full
Net Interest
Delinquencies:
1-30
31-60
61-90
91 +
Foreclosures
REO Properties
Loss Amounts & Loss Types (i.e., Bankruptcy, Excess, Extraordinary, Deficient
Valuation, Debt Reduction)
Xxxxxxx Xxxxxx
First Security Investor Reporting
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000-0000
Phone No. 000-000-0000
Fax No. 000-000-0000
kknight@fsir. com
Xxxx Xxxxx
Bank One, National Association
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Phone No. 000-000-0000
Fax No. 000-000-0000
xxxx_xxxxx@xxxxxxx.xxx
G-1
EXHIBIT G
[Reserved]
H-1
EXHIBIT H
FORM OF INITIAL CERTIFICATION OF TRUSTEE
[_________________, 200_]
Credit Suisse First Boston Mortgage Acceptance Corp.
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
DLJ Mortgage Capital, Inc.
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Pooling and Servicing Agreement ("Pooling and
Servicing Agreement") relating to
[__________________] Mortgage-Backed
Pass-Through Certificates, Series 200_-___
Ladies and Gentlemen:
In accordance with and subject to the provisions of Section 2.02 of the
Pooling and Servicing Agreement, the undersigned, as Trustee, hereby certifies
that, except for the exceptions noted on the schedule attached hereto, it has
(a) received an original Mortgage Note with respect to each Mortgage Loan
listed on the Mortgage Loan Schedule and (b) received an original Mortgage (or
a certified copy thereof) with respect to each Mortgage Loan listed on the
Mortgage Loan Schedule in accordance with Section 2.01 of the Pooling and
Servicing Agreement. The Trustee has made no independent examination of any
documents contained in each Mortgage File beyond the review specifically
mentioned above. The Trustee makes no representations as to: (i) the validity,
legality, sufficiency, enforceability or genuineness of any of the documents
delivered in accordance with Section 2.01 of the Pooling and Servicing
Agreement or any of the Mortgage Loans identified in the Mortgage Loan
Schedule, or (ii) the collectibility, insurability, effectiveness or
suitability of any such Mortgage Loan.
The Trustee acknowledges receipt of notice that the Depositor has granted to
the Trustee for the benefit of the Certificateholders a security interest in
all of the Depositor's right, title and interest in and to the Mortgage Loans.
Capitalized terms used herein without definition shall have the meaning
assigned to them in the Pooling and Servicing Agreement.
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By:
---------------------------------------
Authorized Representative
I-1
EXHIBIT I
FORM OF FINAL CERTIFICATION OF TRUSTEE
[date]
Credit Suisse First Boston Mortgage Acceptance Corp.
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
DLJ Mortgage Capital, Inc.
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Pooling and Servicing Agreement ("Pooling and
Servicing Agreement") relating to
[___________________] Mortgage-Backed
Pass-Through Certificates, Series 200_-___
Ladies and Gentlemen:
In accordance with and subject to the provisions of Section 2.02 of
the above-referenced Pooling and Servicing Agreement the undersigned, as
Trustee, hereby certifies that, except for the exceptions noted on the
schedule attached hereto, as to each Mortgage Loan listed in the Mortgage Loan
Schedule it has reviewed the Mortgage File and has determined that (based
solely on its review of each such documents on its face) (i) all documents
described in clauses (i)-(v) of Section 2.01(b) of the Pooling and Servicing
Agreement are in its possession, (ii) such documents have been reviewed by it
and have not been mutilated, damaged, defaced, torn or otherwise physically
altered and such documents relate to such Mortgage Loan and (iii) each
Mortgage Note has been endorsed and each assignment of Mortgage has been
delivered as provided in Section 2.01 of the Pooling and Servicing Agreement.
The Trustee has made no independent examination of any documents required to
be delivered in accordance with Section 2.01 of the Pooling and Servicing
Agreement beyond the review specifically required therein. The Trustee makes
no representations as to: (i) the validity, legality, sufficiency,
enforceability or genuineness of any of the documents required to be delivered
in accordance with Section 2.01 of the Pooling and Servicing Agreement or any
of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the
collectibility, insurability, effectiveness or suitability of any such
Mortgage Loan.
J-1
Capitalized terms used herein without definition have the meanings
ascribed to them in the Pooling and Servicing Agreement.
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By:
-----------------------------------
Authorized Representative
J-2
EXHIBIT J
FORM OF REQUEST FOR RELEASE
[date]
To: Bank One, National Association
In connection with the administration of the Mortgage Loans held by you as
Trustee under Pooling and Servicing Agreement dated as of February 1, 2002
among Credit Suisse First Boston Mortgage Acceptance Corp., as depositor (in
such capacity, the "Depositor"), DLJ Mortgage Capital, Inc., as a seller (in
such capacity, a "Seller"), Washington Mutual Mortgage Securities Corp., as a
seller (in such capacity, a "Seller") and a servicer (in such capacity, a
"Servicer"), GreenPoint Mortgage Funding, Inc., as a seller (in such capacity,
a "Seller") and a servicer (in such capacity, a "Servicer"), Olympus
Servicing, L.P., as a servicer (in such capacity, a "Servicer") and as a
special servicer (in such capacity, a "Special Servicer"), Chase Manhattan
Mortgage Corporation, as a master servicer (in such capacity, a "Master
Servicer") and Bank One, National Association, as trustee (the "Trustee") (the
"Pooling and Servicing Agreement"), the undersigned hereby requests a release
of the Mortgage File held by you as Trustee with respect to the following
described Mortgage Loan for the reason indicated below.
Mortgagor's Name:
Address:
Loan No.:
Reason for requesting file:
____ 1. Mortgage Loan paid in full.
(The Servicer hereby certifies that all amounts received
in connection with the Mortgage Loan have been or will
be credited to the Certificate Account pursuant to the
Pooling and Servicing Agreement.)
____ 2. Mortgage Loan repurchased.
(The Servicer hereby certifies that the Purchase Price
has been credited to the Certificate Account pursuant to
the Pooling and Servicing Agreement.)
____ 3. The Mortgage Loan is being foreclosed.
____ 4. Other. (Describe)
The undersigned acknowledges that the above Mortgage File will be held by the
undersigned in accordance with the provisions of the Pooling and Servicing
Agreement and will be returned, except if the Mortgage Loan has been paid in
full or repurchased (in which case the Mortgage File will be retained by us
permanently) when no longer required by us for such purpose.
K-1
Capitalized terms used herein shall have the meanings ascribed to them in the
Pooling and Servicing Agreement.
[NAME OF SERVICER]
By:
--------------------------------
Name:
Title:
K-2
EXHIBIT K
FORM OF TRANSFEROR CERTIFICATE
[date]
Credit Suisse First Boston Mortgage Acceptance Corp.
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Bank One, National Association
Re: [__________________] Mortgage-Backed
Pass-Through Certificates, Series 200_-__
Ladies and Gentlemen:
In connection with our disposition of the above Certificates we certify that
(a) we understand that the Certificates have not been registered under the
Securities Act of 1933, as amended (the "Act"), and are being disposed by us
in a transaction that is exempt from the registration requirements of the Act,
(b) we have not offered or sold any Certificates to, or solicited offers to
buy any Certificates from, any person, or otherwise approached or negotiated
with any person with respect thereto, in a manner that would be deemed, or
taken any other action which would result in, a violation of Section 5 of the
Act and (c) to the extent we are disposing of a Class AR Certificate, we have
no knowledge the Transferee is not a Permitted Transferee.
Very truly yours,
-----------------------------
Print Name of Transferor
By:
------------------------
Authorized Officer
X-0
XXXXXXX X-0
FORM OF INVESTMENT LETTER
[date]
Credit Suisse First Boston Mortgage Acceptance Corp.
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Bank One, National Association
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
that is subject to the Employee Retirement Income Security Act of 1974, as
amended, or a plan or arrangement that is subject to Section 4975 of the
Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any
such plan or arrangement nor are we using the assets of any such plan or
arrangement to effect such acquisition or (ii) if 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 that the
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
M-1-1
(3) the purchaser or transferee has otherwise complied with any conditions for
transfer set forth in the Pooling and Servicing Agreement.
Very truly yours,
-------------------------------
Print Name of Transferee
By:
----------------------------
Authorized Officer
M-1-2
EXHIBIT L-2
FORM OF RULE 144A LETTER
[date]
Credit Suisse First Boston Mortgage Acceptance Corp.
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Bank One, National Association
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
that is subject to the Employee Retirement Income Security Act of 1974, as
amended, or a plan or arrangement that is subject to Section 4975 of the
Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any
such plan or arrangement nor using the assets of any such plan or arrangement
to effect such acquisition, or (ii) if an insurance company, we are purchasing
the Certificates with funds contained in an "insurance company general
account" (as defined in Section V(e) of Prohibited Transaction Class Exemption
95-60 ("PTCE 95-60")) and our purchase and holding of the 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
M-2-1
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 Transferee
By: ----------------------------
Authorized Officer
M-2-2
EXHIBIT M
FORM OF INVESTOR TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] or [Name of Owner] (record or beneficial
owner (the "Owner") of the Class AR Certificates (the "Class AR
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 Certificates, and (iii) is acquiring the Class AR
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 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 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 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
N-1
entity" includes a regulated investment company, a real estate investment
trust or common trust fund, a partnership, trust or estate, and certain
cooperatives.)
5. That the Owner is aware that the Trustee will not register the Transfer of
any Class AR 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 Certificates and the provisions of Section 6.02 of the Pooling and
Servicing Agreement under which the Class AR 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 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
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
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
(a) 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
N-2
(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; or
(b) is an insurance company, the source of funds to be used by it to purchase
the Certificates is an "insurance company general account" (within the meaning
of Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60),
and the purchase is being made in reliance upon the availability of the
exemptive relief afforded under Sections I and III of PTCE 95-60.
16. The Owner hereby agrees that it will not take any action that could
endanger the REMIC status of the Trust Fund or result in the imposition of tax
on the Trust Fund unless counsel for, or acceptable to, the Trustee has
provided an opinion that such action will not result in the loss of such REMIC
status or the imposition of such tax, as applicable.
17. The Owner has provided financial statements or other financial information
requested by the transferor in connection with the transfer of the Residual
Certificates to permit the transferor to assess the financial capability of
the Owner to pay any such taxes.
N-3
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____.
N-4
EXHIBIT N
FORM OF TRANSFER CERTIFICATE
[date]
Credit Suisse First Boston Mortgage Acceptance Corp.
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 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 Pooling and Servicing Agreement
dated as of February 1, 2002 (the "Pooling and Servicing Agreement") among the
Depositor, DLJ Mortgage Capital, Inc., as a seller (in such capacity, a
"Seller"), Washington Mutual Mortgage Securities Corp., as a seller (in such
capacity, a "Seller") and a servicer (in such capacity, a "Servicer"),
GreenPoint Mortgage Funding, Inc., as a seller (in such capacity, a "Seller")
and a servicer (in such capacity, a "Servicer"), Olympus Servicing, L.P., as a
servicer (in such capacity, a "Servicer") and as a special servicer (in such
capacity, a "Special Servicer"), Chase Manhattan Mortgage Corporation, as a
master servicer (in such capacity, a "Master Servicer") and Bank One, National
Association, as trustee (the "Trustee"). All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Seller hereby certifies, represents and warrants to,
and covenants with, the Depositor and the Trustee that:
1. No purpose of the Seller relating to sale of the Certificate by the Seller
to the Purchaser is or will be to enable the Seller to impede the assessment
or collection of any tax.
2. The Seller understands that the Purchaser has delivered to the Trustee a
transfer affidavit and agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit K. 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.
O-1
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:
O-2
EXHIBIT O
FORM OF ESCROW ACCOUNT CERTIFICATE
[On file]
P-1
EXHIBIT P
FORM OF ESCROW ACCOUNT LETTER
[On file]
Q-1
EXHIBIT Q
FORM OF RMIC PMI POLICY
S-2
Schedule I
Mortgage Loan Schedule
(on file)
I-1
Schedule II
Representations and Warranties of the Sellers and Servicers
A. Representations and Warranties of DLJMC.
DLJ Mortgage Capital, Inc. ("DLJ") hereby makes the representations and
warranties set forth in this Schedule IIA to the Depositor and the Trustee, as
of February 28, 2002, or if so specified herein, as of the Cut-off Date.
Capitalized terms used but not otherwise defined in this Schedule IIA shall
have the meanings ascribed thereto in the Pooling and Servicing Agreement,
dated as of February 1, 2002 (the "Agreement"), among Credit Suisse First
Boston Mortgage Acceptance Corp., as depositor (the "Depositor"), Washington
Mutual Mortgage Securities Corp., as a seller (in such capacity, a "Seller")
and a servicer (in such capacity, a "Servicer"), DLJ Mortgage Capital, Inc.,
as a seller (a "Seller"), GreenPoint Mortgage Funding, Inc., as a seller (in
such capacity, a "Seller") and a servicer (in such capacity, a "Servicer"),
Chase Manhattan Mortgage Corporation, as master servicer (in such capacity, a
"Master Servicer"), Olympus Servicing, L.P., as the special servicer (the
"Special Servicer"), JPMorgan Chase Bank, as trust administrator ("Chase") and
Bank One, National Association, as trustee (the "Trustee").
(i) DLJMC is duly organized as a Delaware corporation and is
validly existing and in good standing under the laws of the State of
Delaware. DLJMC has all requisite power and authority to enter into
the Agreement, and to carry out the transactions contemplated thereby.
(ii) The execution and delivery by DLJMC of the Agreement and
the consummation of the transactions contemplated thereby have each
been duly and validly authorized by all necessary action, and the
Agreement constitutes a valid and legally binding agreement of
DLJMC, enforceable against DLJMC in accordance with its terms,
except that (i) the enforceability thereof may be limited by
bankruptcy, insolvency, moratorium, receivership and other similar
laws relating to creditors' rights generally and (ii) the remedy of
specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion of
the court before which any proceeding therefor may be brought.
(iii) The execution and delivery of the Agreement and the
consummation of the transactions contemplated thereby will not
violate, conflict with, result in a breach of, constitute a default
under or be prohibited by, or require any additional approval,
waiver or consent under DLJMC's certificate of incorporation or
by-laws or any instrument or agreement to which it is a party or by
which it is bound or any federal or state law, rule or regulation or
any judicial or administrative decree, order, ruling or regulation
applicable to it.
(iv) There is no litigation or action at law or in equity
pending, or, to its knowledge, threatened against DLJMC and no
proceeding or investigation of any kind is pending or, to its
knowledge, threatened, by any federal, state or local governmental
or administrative body, which could reasonably be expected to
materially and adversely affect DLJMC's ability to consummate the
transactions contemplated by the Agreement.
IIA-1
B. Representations and Warranties of WMMSC.
Washington Mutual Mortgage Securities Corp. hereby makes the representations
and warranties set forth in this Schedule IIB to the Depositor and the
Trustee, as of February 28, 2002, or if so specified herein, as of the Cut-off
Date. Capitalized terms used but not otherwise defined in this Schedule IIB
shall have the meanings ascribed thereto in the Pooling and Servicing
Agreement, dated as of February 1, 2002 (the "Agreement"), among Credit Suisse
First Boston Mortgage Acceptance Corp., as depositor (the "Depositor"),
Washington Mutual Mortgage Securities Corp., as a seller (in such capacity, a
"Seller") and a servicer (in such capacity, a "Servicer"), DLJ Mortgage
Capital, Inc., as a seller (a "Seller"), GreenPoint Mortgage Funding, Inc., as
a seller (in such capacity, a "Seller") and a servicer (in such capacity, a
"Servicer"), Chase Manhattan Mortgage Corporation, as master servicer (in such
capacity, a "Master Servicer"), Olympus Servicing, L.P., as the special
servicer (the "Special Servicer"), JPMorgan Chase Bank, as trust administrator
("Chase") and Bank One, National Association, as trustee (the "Trustee"). Each
reference to a "Mortgage Loan" in this Schedule IIB shall mean a WMMSC Loan
and/or a WMMSC Serviced Loan, and each reference to a "Mortgaged Property"
shall mean a Mortgaged Property related to such WMMSC Loan and/or WMMSC
Serviced Loan.
(i) WMMSC is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Delaware 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.
IIB-1
(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.
IIB-2
IIC-2
C. Representations and Warranties of GreenPoint Mortgage Funding,
Inc.
GreenPoint Mortgage Funding, Inc. ("GreenPoint") hereby makes the
representations and warranties set forth in this Schedule IIC to the Depositor
and the Trustee, as of February 28, 2002, or if so specified herein, as of the
Cut-off Date. Capitalized terms used but not otherwise defined in this
Schedule IIC shall have the meanings ascribed thereto in the Pooling and
Servicing Agreement, dated as of February 1, 2002 (the "Agreement"), among
Credit Suisse First Boston Mortgage Acceptance Corp., as depositor (the
"Depositor"), Washington Mutual Mortgage Securities Corp., as a seller (in
such capacity, a "Seller") and a servicer (in such capacity, a "Servicer"),
DLJ Mortgage Capital, Inc., as a seller (a "Seller"), GreenPoint Mortgage
Funding, Inc., as a seller (in such capacity, a "Seller") and a servicer (in
such capacity, a "Servicer"), Chase Manhattan Mortgage Corporation, as master
servicer (in such capacity, a "Master Servicer"), Olympus Servicing, L.P., as
the special servicer (the "Special Servicer"), JPMorgan Chase Bank, as trust
administrator ("Chase") and Bank One, National Association, as trustee (the
"Trustee"). Each reference to a "Mortgage Loan" in this Schedule IIC shall
mean a GreenPoint Loan, and each reference to a "Mortgaged Property" shall
mean a Mortgaged Property related to a GreenPoint Loan.
(vi) GreenPoint is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of New
York and is qualified under the laws of each state where required by
applicable law or is otherwise exempt under applicable law from such
qualification.
(vii) 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.
(viii) 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.
(ix) 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
IIC-1
might materially and adversely affect the performance by GreenPoint
of its obligations under, or the validity or enforceability of, the
Agreement.
(x) 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.
IIC-2
D. Representations and Warranties of CMMC.
Chase Manhattan Mortgage Corporation ("CMMC") hereby makes the representations
and warranties set forth in this Schedule IID to the Depositor and the
Trustee, as of February 28, 2002, or if so specified herein, as of the Cut-off
Date. Capitalized terms used but not otherwise defined in this Schedule IID
shall have the meanings ascribed thereto in the Pooling and Servicing
Agreement, dated as of February 1, 2002 (the "Agreement"), among Credit Suisse
First Boston Mortgage Acceptance Corp., as depositor (the "Depositor"),
Washington Mutual Mortgage Securities Corp., as a seller (in such capacity, a
"Seller") and a servicer (in such capacity, a "Servicer"), DLJ Mortgage
Capital, Inc., as a seller (a "Seller"), GreenPoint Mortgage Funding, Inc., as
a seller (in such capacity, a "Seller") and a servicer (in such capacity, a
"Servicer"), Chase Manhattan Mortgage Corporation, as master servicer (in such
capacity, a "Master Servicer"), Olympus Servicing, L.P., as the special
servicer (the "Special Servicer"), JPMorgan Chase Bank, as trust administrator
("Chase") and Bank One, National Association, as trustee (the "Trustee"). Each
reference to a "Mortgage Loan" in this Schedule IID shall mean a CMMC Serviced
Loan, and each reference to a "Mortgaged Property" shall mean a Mortgaged
Property related to a CMMC Serviced Loan.
(i) CMMC is a limited corporation 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) CMMC 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 CMMC
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 CMMC 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 CMMC is a party or by which
it is bound, or any statute, order, judgment, or regulation
applicable to CMMC of any court, regulatory body, administrative
agency or governmental body having jurisdiction over CMMC.
(iv) There is no action, suit, proceeding or investigation
pending, or to CMMC's knowledge threatened, against CMMC 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
IID-1
materially and adversely affect the performance by CMMC 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 CMMC of the Agreement or the consummation of the
transactions contemplated by the Agreement.
IID-2
E. Representations and Warranties of Olympus.
Olympus Servicing L.P. hereby makes the representations and warranties set
forth in this Schedule IID to the Depositor and the Trustee, as of February
28, 2002, or if so specified herein, as of the Cut-off Date. Capitalized terms
used but not otherwise defined in this Schedule IID shall have the meanings
ascribed thereto in the Pooling and Servicing Agreement, dated as of February
1, 2002 (the "Agreement"), among Credit Suisse First Boston Mortgage
Acceptance Corp., as depositor (the "Depositor"), Washington Mutual Mortgage
Securities Corp., as a seller (in such capacity, a "Seller") and a servicer
(in such capacity, a "Servicer"), DLJ Mortgage Capital, Inc., as a seller (a
"Seller"), GreenPoint Mortgage Funding, Inc., as a seller (in such capacity, a
"Seller") and a servicer (in such capacity, a "Servicer"), Chase Manhattan
Mortgage Corporation, as master servicer (in such capacity, a "Master
Servicer"), Olympus Servicing, L.P., as the special servicer (the "Special
Servicer"), JPMorgan Chase Bank, as trust administrator ("Chase") and Bank
One, National Association, as trustee (the "Trustee"). Each reference to a
"Mortgage Loan" in this Schedule IID shall mean a Olympus Serviced Loan, and
each reference to a "Mortgaged Property" shall mean a Mortgaged Property
related to a Olympus Serviced Loan.
(vi) Olympus is a limited partnership duly formed, validly
existing and in good standing under the laws of the State of
Delaware and is qualified under the laws of each state where
required by applicable law or is otherwise exempt under applicable
law from such qualification.
(vii) Olympus 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
Olympus 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.
(viii) 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 Olympus 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 Olympus is a party or by
which it is bound, or any statute, order, judgment, or regulation
applicable to Olympus of any court, regulatory body, administrative
agency or governmental body having jurisdiction over Olympus.
(ix) There is no action, suit, proceeding or investigation
pending, or to Olympus's knowledge threatened, against Olympus
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 Olympus of
its obligations under, or the validity or enforceability of, the
Agreement.
(x) 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 Olympus of the Agreement or the consummation of the
transactions contemplated by the Agreement.
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Schedule III
Representations and Warranties as to the Mortgage Loans
A. Representations and Warranties of DLJMC, as Seller, with respect to
the DLJ Loans.
DLJ Mortgage Capital, Inc., as Seller with respect to the DLJ Loans hereby
makes the representations and warranties set forth in this Schedule IIIA to
the Depositor and the Trustee, except as otherwise expressly provided in this
Schedule IIIA, as of the Closing Date. Capitalized terms used but not
otherwise defined in this Schedule IIIA shall have the meanings ascribed
thereto in the Pooling and Servicing Agreement, dated as of February 1, 2002
(the "Agreement"), among Credit Suisse First Boston Mortgage Acceptance Corp.,
as depositor (the "Depositor"), Washington Mutual Mortgage Securities Corp.,
as a seller (in such capacity, a "Seller") and a servicer (in such capacity, a
"Servicer"), DLJ Mortgage Capital, Inc., as a seller (a "Seller"), GreenPoint
Mortgage Funding, Inc., as a seller (in such capacity, a "Seller") and a
servicer (in such capacity, a "Servicer"), Chase Manhattan Mortgage
Corporation, as master servicer (in such capacity, a "Master Servicer"),
Olympus Servicing, L.P., as the special servicer (the "Special Servicer"),
JPMorgan Chase Bank, as trust administrator ("Chase") and Bank One, National
Association, as trustee (the "Trustee"). Each reference to a "Mortgage Loan"
in this Schedule IIIA shall mean a DLJ Loan, and each reference to a
"Mortgaged Property" shall mean a Mortgaged Property related to a DLJ Loan.
(i) The information set forth in Schedule IA is complete, true and
correct in all material respects;
(ii) With respect to a Mortgage Loan that is not a Co-op Loan, the
Mortgage creates a first lien or a first priority ownership interest in an
estate in fee simple in real property securing the related Mortgage Note. With
respect to a Mortgage Loan that is a Co-op Loan, the Mortgage creates a first
lien or a first priority ownership interest in the stock ownership and
leasehold rights associated with the cooperative unit securing the related
Mortgage Note;
(iii)All payments due prior to the Cut-off Date for such Mortgage
Loan have been made as of the Closing Date, the Mortgage Loan is not
delinquent in payment more than 30 days; there are no material defaults under
the terms of the Mortgage Loan. Except for (a) payments in the nature of
escrow payments and (b) interest accruing from the date of the Mortgage Note
or date of disbursement of the Mortgage proceeds, whichever is greater, to the
day which precedes by one month the Due Date of the first installment payment
of principal and interest, including, without limitation, taxes and insurance
payments, the Seller has not advanced funds, or induced, solicited or
knowingly received any advance of funds from a party other than the owner of
the Mortgaged Property subject to the Mortgage, directly or indirectly, for
the payment of any amount required by the Mortgage Loan;
(iv) All taxes, governmental assessments, insurance premiums, water,
sewer and municipal charges, leasehold payments or ground rents which
previously became due and owing have been paid, or escrow funds have been
established in an amount sufficient to pay
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for every such escrowed item which remains unpaid and which has been assessed
but is not yet due and payable;
(v) The terms of the Mortgage Note and the Mortgage have not been
impaired, waived, altered or modified in any respect, except by written
instruments which have been recorded or sent for recording to the extent any
such recordation is required by law, or, necessary to protect the interest of
the Purchaser. 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 Primary Mortgage
Insurance Policy and title insurance policy, to the extent required by the
related policies;
(vi) The Mortgage Note and the Mortgage are not subject to any right
of rescission, set-off, counterclaim or defense, including, without
limitation, the defense of usury, nor will the operation of any of the terms
of the Mortgage Note or the Mortgage, or the exercise of any right thereunder,
render the Mortgage Note or Mortgage unenforceable, in whole or in part, or
subject to any right of rescission, set-off, counterclaim or defense,
including the defense of usury, and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto; and the
Mortgagor was not a debtor in any state or federal bankruptcy or insolvency
proceeding at the time the Mortgage Loan was originated;
(vii) All buildings or other customarily insured improvements upon
the Mortgaged Property are insured by an insurer acceptable under the FNMA
Guides, against loss by fire, hazards of extended coverage and such other
hazards as are provided for in the FNMA Guides or by FHLMC, as well as all
additional requirements set forth in Section 4.10 of this Agreement. All such
standard hazard policies are in full force and effect and on the date of
origination contained a standard mortgagee clause naming the Seller and its
successors in interest and assigns as loss payee and such clause is still in
effect and all premiums due thereon have been paid. If required by the Flood
Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by a
flood insurance policy meeting the requirements of the current guidelines of
the Federal Insurance Administration which policy conforms to FNMA and FHLMC
requirements, as well as all additional requirements set forth in Section 4.10
of this Agreement. Such policy was issued by an insurer acceptable under FNMA
or FHLMC guidelines. The Mortgage obligates the Mortgagor thereunder to
maintain all such insurance at the Mortgagor's cost and expense, and on the
Mortgagor's failure to do so, authorizes the holder of the Mortgage to
maintain such insurance at the Mortgagor's cost and expense and to seek
reimbursement therefor from the Mortgagor;
(viii) Any and all requirements of any federal, state or local law
including, without limitation, usury, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity or disclosure
laws applicable to the Mortgage Loan have been complied with in all material
respects;
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(ix) The Mortgage has not been satisfied, canceled or subordinated,
in whole or in part, or rescinded, and the Mortgaged Property has not been
released from the lien of the Mortgage, in whole or in part nor has any
instrument been executed that would effect any such release, cancellation,
subordination or rescission. The Seller has not waived the performance by the
Mortgagor of any action, if the Mortgagor's failure to perform such action
would cause the Mortgage Loan to be in default, nor has the Seller waived any
default resulting from any action or inaction by the Mortgagor;
(x) The Mortgage is a valid, subsisting, enforceable and perfected
first lien on the Mortgaged Property, including for Mortgage Loans that are
not Co-op 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;
(xi) 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. All parties to the Mortgage Note and the Mortgage had the legal
capacity to enter into the Mortgage Loan and to execute and deliver the
Mortgage Note and the Mortgage. The Mortgage Note and the Mortgage have been
duly and properly executed by such parties. No fraud, error, omission,
misrepresentation, negligence or similar occurrence with respect to a Mortgage
Loan has taken place on the part of Seller or the Mortgagor, or, to the best
of the Seller's knowledge, on the part of any other party involved in the
origination of the Mortgage Loan. Except to the extent the Mortgage Loan is
subject to completion escrows which have been disclosed to the Purchaser and
as to which a completed FNMA form 442 has been delivered to the Purchaser
within sixty (60) days after the Closing Date, the proceeds of the Mortgage
Loan have been fully disbursed and there is no requirement for future advances
thereunder, and any and all requirements as to completion of any on-site or
off-site improvements and as to disbursements of any escrow funds therefor
have been satisfied. All costs, fees and expenses incurred in making or
closing the Mortgage Loan and the recording of the Mortgage were paid or are
in the process of being paid, and the Mortgagor is not entitled to any refund
of any amounts paid or due under the Mortgage Note or Mortgage;
(xii) The Seller or its affiliate is the sole owner of record and
holder of the Mortgage Loan, except for the assignments of mortgage which have
been sent for recording, and upon recordation the Purchaser or its designee
will be the owner of record of the Mortgage and the indebtedness evidenced by
the Mortgage Note, and upon the sale of the Mortgage Loan to the Purchaser,
the Seller or the Servicer will retain the Mortgage File or any part thereof
with respect thereto not delivered to the Purchaser or the Purchaser's
designee in trust only for the purpose of servicing and supervising the
servicing of the Mortgage Loan. Immediately prior to the transfer and
assignment to the Purchaser on the Closing Date, the Mortgage Loan, including
the Mortgage Note and the Mortgage, were not subject to an assignment or
pledge, and the Seller had good and marketable title to and was
IIIA-3
the sole owner thereof and had full right to transfer and sell the Mortgage
Loan to the Purchaser 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 pursuant to this Agreement and
following the sale of the Mortgage Loan, the Purchaser will own such Mortgage
Loan free and clear of any encumbrance, equity, participation interest, lien,
pledge, charge, claim or security interest. The Seller intends to relinquish
all rights to possess, control and monitor the Mortgage Loan, except for the
purposes of servicing the Mortgage Loan as set forth in this Agreement;
(xiii) Each Mortgage Loan that is not a Co-op Loan is covered by an
ALTA lender's title insurance policy or other generally acceptable form of
policy or insurance acceptable to FNMA or FHLMC, issued by a title insurer
acceptable to FNMA or FHLMC and qualified to do business in the jurisdiction
where the Mortgaged Property is located, insuring (subject 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) the Seller, its successors and assigns, as to the first
priority lien of the Mortgage in the original principal amount of the Mortgage
Loan. Where required by state law or regulation, the Mortgagor has been given
the opportunity to choose the carrier of the required mortgage title
insurance. The Seller, its successors and assigns, are the sole insureds of
such lender's title insurance policy, such title insurance policy has been
duly and validly endorsed to the Purchaser or the assignment to the Purchaser
of the Seller's interest therein does not require the consent of or
notification to the insurer and such lender's title insurance policy is in
full force and effect and will be in full force and effect upon the
consummation of the transactions contemplated by this Agreement. No claims
have been made under such lender's title insurance policy, and no prior holder
of the related Mortgage, including the Seller, has done, by act or omission,
anything which would impair the coverage of such lender's title insurance
policy;
(xiv) There is no default, breach, violation or event of acceleration
existing under the Mortgage or the related Mortgage Note and no event which,
with the passage of time or with notice and the expiration of any grace or
cure period, would constitute a default, breach, violation or event permitting
acceleration; and neither the Seller nor any prior mortgagee has waived any
default, breach, violation or event permitting acceleration;
(xv) 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;
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(xvi) 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
minimus 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 (xiii) 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;
(xvii) The Mortgage contains the usual and enforceable provisions for
the acceleration of the payment of the unpaid principal amount of the Mortgage
Loan if the related Mortgaged Property is sold without the prior consent of
the mortgagee thereunder;
(xviii) 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. To the best
of the Seller's knowledge, there have not been any condemnation proceedings
with respect to the Mortgaged Property and there are no such proceedings
scheduled to commence at a future date;
(xix) The related Mortgage contains customary and enforceable
provisions such as to render the rights and remedies of the holder thereof
adequate for the realization against the Mortgaged Property of the benefits of
the security provided thereby. To the Seller's knowledge, there is no
homestead or other exemption available to the Mortgagor which would interfere
with the right to sell the Mortgaged Property at a trustee's sale or the right
to foreclose the Mortgage;
(xx) If the Mortgage constitutes a deed of trust, a trustee,
authorized and duly qualified if required under applicable law to act as such,
has been properly designated and currently so serves and is named in the
Mortgage, and no fees or expenses, except as may be required by local law, are
or will become payable by the Purchaser to the trustee under the deed of
trust, except in connection with a trustee's sale or attempted sale after
default by the Mortgagor;
(xxi) The Mortgage File contains an appraisal of the related
Mortgaged Property signed prior to the final approval of the mortgage loan
application by a Qualified Appraiser, who had no interest, direct or indirect,
in the Mortgaged Property or in any loan made on the security thereof, and
whose compensation is not affected by the approval or disapproval of the
Mortgage Loan;
(xxii) All parties which have had any interest in the Mortgage,
whether as mortgagee, assignee, pledgee or otherwise, are (or, during the
period in which they held and disposed of such interest, were) (A) in
compliance with any and all applicable licensing requirements of the laws of
the state wherein the Mortgaged Property is located, and (B) (1)
IIIA-5
organized under the laws of such state, or (2) qualified to do business in
such state, or (3) federal savings and loan associations or national banks or
a Federal Home Loan Bank or savings bank having principal offices in such
state or otherwise exempt from such qualification or licensing, or (4) not
doing business in such state;
(xxiii) The Mortgage Loan does not contain "graduated payment"
features; to the extent any Mortgage Loan contains any buydown provision, such
buydown funds have been maintained and administered in accordance with, and
such Mortgage Loan otherwise complies with, FNMA/FHLMC requirements relating
to buydown loans;
(xxiv) The Mortgage Loans have an original term to maturity of not
more than 30 years, with interest payable in arrears on the first day of each
month. Each Mortgage Note requires a monthly payment which is sufficient to
fully amortize the original principal balance over the original term thereof
and to pay interest at the related Mortgage Interest Rate;
(xxv) The assignment of Mortgage is in recordable form and is
acceptable for recording under the laws of the jurisdiction in which the
Mortgaged Property is located;
(xxvi) As to Mortgage Loans that are not Co-op Loans and that are not
secured by an interest in a leasehold estate, the Mortgaged Property is
located in the state identified in Schedule IA and consists of a single parcel
of real property with a detached single family residence erected thereon, or a
townhouse, or a two-to four-family dwelling, or an individual condominium unit
in a condominium project, or an individual unit in a planned unit development
or a de minimis planned unit development, or a non-warrantable condominium, or
a manufactured home, if such manufactured home meets the FNMA and FHLMC
manufactured housing guidelines, provided, however, that no residence or
dwelling is a single parcel of real property with a cooperative housing
corporation erected thereon, or a mobile home. As of the date of origination,
no portion of the Mortgaged Property was used for commercial purposes, and
since the date of origination, to the best of Seller's knowledge, no portion
of the Mortgaged Property has been used for commercial purposes, except for
incidental uses which are in accordance with FNMA or FHLMC guidelines;
(xxvii) Principal payments on the Mortgage Loan commenced no more
than sixty (60) days after the funds were disbursed in connection with the
Mortgage Loan. The Mortgage Note is payable on the first day of each month in
equal monthly installments of principal and interest, with interest calculated
and payable in arrears, sufficient to amortize the Mortgage Loan fully by the
stated maturity date, over an original term of not more than thirty years from
commencement of amortization;
(xxviii) Certain Mortgage Loans as specified on Schedule IA may
contain a Prepayment Penalty in an amount specified in the related Mortgage
Note or Mortgage.
(xxix) As of the date of origination of the Mortgage Loan, the
Mortgage Property was lawfully occupied under applicable law, and all
inspections, licenses and certificates required to be made or issued with
respect to all occupied portions of the Mortgaged Property and, with respect
to the use and occupancy of the same, including but not limited to
IIIA-6
certificates of occupancy and fire underwriting certificates, have been made
or obtained from the appropriate authorities;
(xxx) If the Mortgaged Property is a condominium unit or a planned
unit development (other than a de minimis planned unit development), or stock
in a cooperative housing corporation, such condominium, cooperative or planned
unit development project meets Seller's eligibility requirements as set forth
in Seller's underwriting guidelines;
(xxxi) To the best of Seller's knowledge, there is no pending action
or proceeding directly involving the Mortgaged Property in which compliance
with any environmental law, rule or regulation is an issue; to the best of
Seller's knowledge, there is no violation of any environmental law, rule or
regulation with respect to the Mortgaged Property; and nothing further remains
to be done to satisfy in full all requirements of each such law, rule or
regulation constituting a prerequisite to use and enjoyment of said property;
(xxxii) The Mortgagor has not notified the Seller, and the Seller has
no knowledge of any relief requested or allowed to the Mortgagor under the
Soldiers' and Sailors' Civil Relief Act of 1940;
(xxxiii) No Mortgage Loan was made in connection with the
construction or rehabilitation of a Mortgaged Property or facilitating the
trade-in or exchange of a Mortgaged Property unless (a) the Mortgage Loan was
identified as a construction-to-permanent mortgage loan on the Mortgage Loan
Schedule and (b) the Mortgage Loan has been fully disbursed, all construction
work is complete and a completion certificate has been issued;
(xxxiv) No action has been taken or failed to be taken by Seller, on
or prior to the Closing Date which has resulted or will result in an exclusion
from, denial of, or defense to coverage under any Primary Mortgage Insurance
Policy (including, without limitation, any exclusions, denials or defenses
which would limit or reduce the availability of the timely payment of the full
amount of the loss otherwise due thereunder to the insured) whether arising
out of actions, representations, errors, omissions, negligence, or fraud of
the Seller, or for any other reason under such coverage;
(xxxv) Each Mortgage Loan has been serviced in all material respects
in compliance with accepted servicing practices;
(xxxvi) With respect to each Co-op Loan, the related Mortgage is a
valid, enforceable and subsisting first security interest on the related
cooperative shares securing the related cooperative note, subject only to (a)
liens of the cooperative for unpaid assessments representing the Mortgagor's
pro rata share of the cooperative'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 Co-op Loan (except for unpaid maintenance, assessments
and other amounts owed to the related cooperative which
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individually or in the aggregate will not have a material adverse effect on
such Co-op Loan), which have priority over the Seller's security interest in
such cooperative shares; and
(xxxvii) 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.
(xxxviii) With respect to only the group IV mortgage loans, to the
knowledge of DLJMC, (i) no group iv mortgage loan was subject to the Home
Ownership and Equity Protection Act of 1994 or any comparable state law, (ii)
no proceeds from any mortgage loan were used to finance single-premium credit
insurance policies, and (iii) no mortgage loan will impose a prepayment
premium for a term in excess of five years.
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B. Representations and Warranties of WMMSC, as Seller, with respect to
the WMMSC Loans.
Washington Mutual Mortgage Securities Corp., as Seller with respect to the
WMMSC Loans hereby makes the representations and warranties set forth in this
Schedule IIIB to the Depositor and the Trustee, except as otherwise expressly
provided in this Schedule IIIB, as of the Closing Date. Capitalized terms used
but not otherwise defined in this Schedule IIIB shall have the meanings
ascribed thereto in the Pooling and Servicing Agreement, dated as of February
1, 2002 (the "Agreement"), among Credit Suisse First Boston Mortgage
Acceptance Corp., as depositor (the "Depositor"), Washington Mutual Mortgage
Securities Corp., as a seller (in such capacity, a "Seller") and a servicer
(in such capacity, a "Servicer"), DLJ Mortgage Capital, Inc., as a seller (a
"Seller"), GreenPoint Mortgage Funding, Inc., as a seller (in such capacity, a
"Seller") and a servicer (in such capacity, a "Servicer"), Chase Manhattan
Mortgage Corporation, as master servicer (in such capacity, a "Master
Servicer"), Olympus Servicing, L.P., as the special servicer (the "Special
Servicer"), JPMorgan Chase Bank, as trust administrator ("Chase") and Bank
One, National Association, as trustee (the "Trustee"). Each reference to a
"Mortgage Loan" in this Schedule IIIB shall mean a WMMSC Loan, and each
reference to a "Mortgaged Property" shall mean a Mortgaged Property related to
a WMMSC Loan. Each reference to the "Seller" in this Schedule IIIB shall mean
WMMSC, in its capacity as seller, of the WMMSC Loans.
(i) The information set forth in Schedule IB with respect to the
WMMSC Loans was true and correct in all material respects at the date or
dates respecting which such information is furnished;
(ii) Each Mortgage is a valid and enforceable (subject to clause
(xvi) below) first lien on an unencumbered estate in fee simple or
leasehold estate in the related Mortgaged Property subject only to (a)
liens for current real property taxes and special assessments; (b)
covenants, conditions and restrictions, rights of way, easements and
other matters of public record as of the date of recording such Mortgage,
such exceptions appearing of record being acceptable to mortgage lending
institutions generally or specifically reflected in the appraisal
obtained in connection with the origination of the Mortgage Loan; (c)
exceptions set forth in the title insurance policy relating to such
Mortgage, such exceptions being acceptable to mortgage lending
institutions generally; and (d) 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;
(iii) WMMSC had good title to, and was the sole owner of, each
Mortgage Loan free and clear of any encumbrance or lien, and immediately
upon the transfer and assignment herein contemplated, the Trustee shall
have good title to, and will be the sole legal owner of, each Mortgage
Loan, free and clear of any encumbrance or lien (other than any lien
under the Agreement);
(iv) As of the day prior to the Cut-off Date, all payments due on
each Mortgage Loan had been made and no Mortgage Loan had been delinquent
(i.e., was more than 30 days past due) more than once in the preceding 12
months and any such delinquency lasted for no more than 30 days;
IIIB-1
(v) There is no late assessment for delinquent taxes outstanding
against any Mortgaged Property;
(vi) There is no offset, defense or counterclaim to any Mortgage
Note, including the obligation of the Mortgagor to pay the unpaid
principal or interest on such Mortgage Note;
(vii) Each Mortgaged Property is free of damage and in good repair,
ordinary wear and tear excepted;
(viii) Each Mortgage Loan at the time it was made complied with all
applicable state and federal laws, including, without limitation, usury,
equal credit opportunity, disclosure and recording laws;
(ix) Each Mortgage Loan was originated by a savings association,
savings bank, credit union, insurance company, or similar institution
which is supervised and examined by a federal or state authority or by a
mortgagee approved by the FHA and will be serviced by an institution
which meets the servicer eligibility requirements established by WMMSC;
(x) Each Mortgage Loan is covered by an ALTA form or CLTA form of
mortgagee title insurance policy or other form of policy of insurance
which, as of the origination date of such Mortgage Loan, was acceptable
to FNMA or FHLMC, and has been issued by, and is the valid and binding
obligation of, a title insurer which, as of the origination date of such
Mortgage Loan, was acceptable to FNMA or FHLMC and qualified to do
business in the state in which the related Mortgaged Property is located.
Such policy insures the originator of the Mortgage Loan, its successors
and assigns as to the first priority lien of the Mortgage in the original
principal amount of the Mortgage Loan subject to the exceptions set forth
in such policy. Such policy is in full force and effect and will be in
full force and effect and inure to the benefit of the Certificateholders
upon the consummation of the transactions contemplated by the Agreement
and no claims have been made under such policy, and no prior holder of
the related Mortgage, including WMMSC, has done, by act or omission,
anything which would impair the coverage of such policy;
(xi) Each Mortgage Loan which had a Loan-to-Value Ratio as of the
Closing Date in excess of 80% was covered by a Primary Insurance Policy
or an FHA insurance policy or a VA guaranty, and such policy or guaranty
is valid and remains in full force and effect;
(xii) All policies of insurance required by the Agreement (except
for the Mortgage Loans specified in clause (xi) above as not having
Primary Insurance Policies) have been validly issued and remain in full
force and effect, including such policies covering WMMSC;
(xiii) Each insurer issuing a Primary Insurance Policy is a
Qualified Insurer;
IIIB-2
(xiv) Each Mortgage was documented by appropriate FNMA/FHLMC
mortgage instruments in effect at the time of origination, or other
instruments approved by WMMSC;
(xv) The Mortgaged Property securing each Mortgage is improved with
a one- to four-family dwelling unit, including units in a duplex,
condominium project, townhouse, a planned unit development or a de
minimis planned unit development;
(xvi) Each Mortgage and Mortgage Note is the legal, valid and
binding obligation of the maker thereof and is enforceable in accordance
with its terms, except only as such enforcement may be limited by laws
affecting the enforcement of creditors' rights generally and principles
of equity;
(xvii) As of the date of origination, as to Mortgaged Properties
which are units in condominiums or planned unit developments, all of such
units met FNMA or FHLMC requirements, are located in a condominium or
planned unit development projects which have received FNMA or FHLMC
approval, or are approvable by FNMA or FHLMC;
(xviii) [Reserved];
(xix) Prior to origination or refinancing, an appraisal of each
Mortgaged Property was made by an appraiser on a form satisfactory to
FNMA or FHLMC;
(xx) The Mortgage Loans have been underwritten substantially in
accordance with the applicable underwriting standards of either WMMSC or
the originator of such Mortgage Loans, as applicable;
(xxi) All of the Mortgage Loans have "due-on-sale" clauses; by the
terms of the Mortgage Notes, however, the due on sale provisions may not
be exercised at the time of a transfer if prohibited by law;
(xxii) With respect to any Mortgage Loan as to which an affidavit
has been delivered to the Trustee certifying that the original Mortgage
Note was permanently lost or destroyed and has not been replaced, if such
Mortgage Loan is subsequently in default, the enforcement of such
Mortgage Loan or of the related Mortgage by or on behalf of the Trustee
will not be materially adversely affected by the absence of the original
Mortgage Note;
(xxiii) [Reserved];
(xxiv) [Reserved];
(xxv) [Reserved]; and
(xxvi) 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).
IIIB-3
C. Representations and Warranties of GreenPoint, as Seller, with
respect to the GreenPoint Loans.
GreenPoint Mortgage Funding, Inc., as Seller with respect to the GreenPoint
Loans hereby makes the representations and warranties set forth in this
Schedule IIIC to the Depositor and the Trustee as of the Closing Date.
Capitalized terms used but not otherwise defined in this Schedule IIIC shall
have the meanings ascribed thereto in the Pooling and Servicing Agreement,
dated as of February 1, 2002 (the "Agreement"), among Credit Suisse First
Boston Mortgage Acceptance Corp., as depositor (the "Depositor"), Washington
Mutual Mortgage Securities Corp., as a seller (in such capacity, a "Seller")
and a servicer (in such capacity, a "Servicer"), DLJ Mortgage Capital, Inc.,
as a seller (a "Seller"), GreenPoint Mortgage Funding, Inc., as a seller (in
such capacity, a "Seller") and a servicer (in such capacity, a "Servicer"),
Chase Manhattan Mortgage Corporation, as master servicer (in such capacity, a
"Master Servicer"), Olympus Servicing, L.P., as the special servicer (the
"Special Servicer"), JPMorgan Chase Bank, as trust administrator ("Chase") and
Bank One, National Association, as trustee (the "Trustee"). Each reference to
a "Mortgage Loan" in this Schedule IIIC shall mean a GreenPoint Loan, and each
reference to a "Mortgaged Property" shall mean a Mortgaged Property related to
a GreenPoint Loan. Each reference to the "Seller" in this Schedule IIIC shall
mean GreenPoint, in its capacity as seller of the GreenPoint Loans.
(i) The information set forth in Schedule IC, including any diskette
or other related data tapes, is complete, true and correct in all
material respects as of the Cut-off Date;
(ii) With respect to a Mortgage Loan that is not a Co-op Loan, the
Mortgage creates a first lien or a first priority ownership interest in
an estate in fee simple in real property securing the related Mortgage
Note. With respect to a Mortgage Loan that is a Co-op Loan, the Mortgage
creates a first lien or a first priority ownership interest in the stock
ownership and leasehold rights associated with the cooperative unit
securing the related Mortgage Note;
(iii) All payments due prior to the Cut-off Date for the Mortgage
Loans have been made as of the Closing Date, with respect to each
GreenPoint Loan, the Mortgage Loan is not delinquent in payment more than
30 days and has not been dishonored; there are no material defaults under
the terms of the Mortgage Loan; the Seller has not advanced funds, or
induced, solicited or knowingly received any advance of funds from a
party other than the owner of the Mortgaged Property subject to the
Mortgage, directly or indirectly, for the payment of any amount required
by the Mortgage Loan; and there has been no more than one delinquency
during the preceding twelve-month period, and such delinquency did not
last more than 30 days;
(iv) There are no defaults by Seller in complying with the terms of
the Mortgage, and 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;
IIIC-1
(v) The terms of the Mortgage Note and the Mortgage have not been
impaired, waived, altered or modified in any respect, except by written
instruments which have been recorded to the extent any such recordation
is required by law, or, necessary to protect the interest of the Trustee.
No 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 IC; the substance of any such waiver,
alteration or modification has been approved by the issuer of any related
Primary Insurance Policy and title insurance policy, to the extent
required by the related policies;
(vi) The Mortgage Note and the Mortgage are not subject to any right
of rescission, set-off, counterclaim or defense, including, without
limitation, the defense of usury, nor will the operation of any of the
terms of the Mortgage Note or the Mortgage, or the exercise of any right
thereunder, render the Mortgage Note or Mortgage unenforceable, in whole
or in part, or subject to any right of rescission, set-off, counterclaim
or defense, including the defense of usury, and no such right of
rescission, set-off, counterclaim or defense has been asserted with
respect thereto; and the Mortgagor was not a debtor in any state or
federal bankruptcy or insolvency proceeding at the time the Mortgage Loan
was originated;
(vii) All buildings or other customarily insured improvements upon
the Mortgaged Property are insured by an insurer acceptable under the
FNMA Guides, against loss by fire, hazards of extended coverage and such
other hazards as are provided for in the FNMA Guides or by FHLMC, as well
as all additional requirements set forth in Section 3.09 of the
Agreement. All such standard hazard policies are in full force and effect
and on the date of origination contained a standard mortgagee clause
naming the Seller 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
3.09 of the Agreement. Such policy was issued by an insurer acceptable
under FNMA or FHLMC guidelines. The Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor's cost and
expense, and on the Mortgagor's failure to do so, authorizes the holder
of the Mortgage to maintain such insurance at the Mortgagor's cost and
expense and to seek reimbursement therefor from the Mortgagor;
(viii) Any and all requirements of any federal, state or local law
including, without limitation, usury, truth-in-lending, real estate
settlement procedures, consumer credit protection, equal credit
opportunity or disclosure laws applicable to the Mortgage Loan have been
complied with in all material respects;
IIIC-2
(ix) The Mortgage has not been satisfied, canceled or subordinated,
in whole or in part, or rescinded, and the Mortgaged Property has not
been released from the lien of the Mortgage, in whole or in part nor has
any instrument been executed that would effect any such release,
cancellation, subordination or rescission. The Seller has not waived the
performance by the Mortgagor of any action, if the Mortgagor's failure to
perform such action would cause the Mortgage Loan to be in default, nor
has the Seller waived any default resulting from any action or inaction
by the Mortgagor;
(x) The Mortgage is a valid, subsisting, enforceable and perfected
first lien on the Mortgaged Property, including for Mortgage Loans that
are not Co-op 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 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;
(xi) 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 and other laws of general application affecting
the rights of creditors and the Seller has taken all action necessary to
transfer such rights of enforceability. All parties to the Mortgage Note
and the Mortgage had the legal capacity to enter into the Mortgage Loan
and to execute and deliver the Mortgage Note and the Mortgage. The
Mortgage Note and the Mortgage have been duly and properly executed by
such parties. No fraud, error, omission, misrepresentation, negligence or
similar occurrence with respect to a Mortgage Loan has taken place on the
part of Seller or the Mortgagor, or, on the part of any other party
involved in the origination of the Mortgage Loan. The proceeds of the
Mortgage Loan have been fully disbursed and there is no requirement for
future advances thereunder, and any and all requirements as to completion
of any on-site or off-site improvements and as to disbursements of any
escrow funds therefor have been complied with. All costs, fees and
IIIC-3
expenses incurred in making or closing the Mortgage Loan and the
recording of the Mortgage were paid or are in the process of being paid,
and the Mortgagor is not entitled to any refund of any amounts paid or
due under the Mortgage Note or Mortgage;
(xii) The Seller or its affiliate is the sole owner of record and
holder of the Mortgage Loan and the indebtedness evidenced by the
Mortgage Note, except for the assignments of mortgage which have been
sent for recording, and upon recordation the Purchaser or its designee
will be the owner of record of the Mortgage and the indebtedness
evidenced by the Mortgage Note, and upon the sale of the Mortgage Loan,
the Seller will retain the Mortgage File or any part thereof with respect
thereto not delivered for the purpose of servicing and supervising the
servicing of the Mortgage Loan. The Mortgage Loan, including the Mortgage
Note and the Mortgage, were not subject to an assignment or pledge, and
the Seller had good and marketable title to and was the sole owner
thereof and had full right to transfer and sell the Mortgage Loan 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 pursuant to the Agreement and following the
sale of the Mortgage Loan, the Trustee will own such Mortgage Loan free
and clear of any encumbrance, equity, participation interest, lien,
pledge, charge, claim or security interest. The Seller intends to
relinquish all rights to possess, control and monitor the Mortgage Loans.
After the Closing Date the Seller will have no right to modify or alter
the terms of the sale of such Mortgage Loans and the Seller will have no
obligation or right to repurchase the Mortgage Loan or substitute another
Mortgage Loan, except as provided in the Agreement;
(xiii) Each Mortgage Loan that is not a Co-op Loan is covered by an
ALTA lender's title insurance policy or other generally acceptable form
of policy or insurance acceptable to FNMA or FHLMC, issued by a title
insurer acceptable to FNMA or FHLMC and qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring (subject
to the exceptions contained in (j)(1), (2) and (3) above) the Seller, its
successors and assigns, as to the first priority lien of the Mortgage in
the original principal amount of the Mortgage Loan. Where required by
state law or regulation, the Mortgagor has been given the opportunity to
choose the carrier of the required mortgage title insurance. The Seller,
its successors and assigns, are the sole insureds of such lender's title
insurance policy, such title insurance policy has been duly and validly
endorsed or the assignment of the Seller's interest therein does not
require the consent of or notification to the insurer and such lender's
title insurance policy is in full force and effect and will be in full
force and effect upon the consummation of the transactions contemplated
by the Agreement. No claims have been made under such lender's title
insurance policy, and no prior holder of the related Mortgage, including
the Seller, has done, by act or omission, anything which would impair the
coverage of such lender's title insurance policy;
(xiv) There is no default, breach, violation or event of
acceleration existing under the Mortgage or the related Mortgage Note and
no event which, with the passage of time or with notice and the
expiration of any grace or cure period, would
IIIC-4
constitute a default, breach, violation or event permitting acceleration;
and neither the Seller nor any prior mortgagee has waived any default,
breach, violation or event permitting acceleration;
(xv) 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;
(xvi) 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) 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 (m) above and all improvements on
the property comply with all applicable zoning and subdivision laws and
ordinances;
(xvii) The Mortgage Loan was originated by or for the Seller. The
Mortgage Loan complies with all the terms, conditions and requirements of
the Seller's underwriting standards in effect at the time of origination
of such Mortgage Loan. The Mortgage Notes and Mortgages (exclusive of any
riders) are on forms generally acceptable to FNMA or FHLMC. The Seller is
currently selling loans to FNMA and/or FHLMC which are the same document
forms as the Mortgage Notes and Mortgages (inclusive of any riders). The
Mortgage Loan bears interest at the Mortgage Rate as set forth in
Schedule IC, and Monthly Payments under the Mortgage Note are due and
payable on the first day of each month. The Mortgage contains the usual
and enforceable provisions of the originator at the time of origination
for the acceleration of the payment of the unpaid principal amount of the
Mortgage Loan if the related Mortgaged Property is sold without the prior
consent of the mortgagee thereunder;
(xviii) 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. There have not been any condemnation proceedings with respect
to the Mortgaged Property and there are no such proceedings scheduled to
commence at a future date;
(xix) The related Mortgage contains customary and enforceable
provisions such as to render the rights and remedies of the holder
thereof adequate for the realization against the Mortgaged Property of
the benefits of the security provided thereby, including, (1) in the case
of a Mortgage designated as a deed of trust, by trustee's sale, and (2)
otherwise by judicial foreclosure. There is no homestead or other
exemption available to the Mortgagor which would interfere with the right
to sell the Mortgaged Property at a trustee's sale or the right to
foreclose the Mortgage;
(xx) If the Mortgage constitutes a deed of trust, a trustee,
authorized and duly qualified if required under applicable law to act as
such, has been properly designated
IIIC-5
and currently so serves and is named in the Mortgage, and no fees or
expenses, except as may be required by local law, are or will become
payable by the Purchaser to the trustee under the deed of trust, except
in connection with a trustee's sale or attempted sale after default by
the Mortgagor;
(xxi) The Mortgage File contains an appraisal of the related
Mortgaged Property signed prior to the final approval of the mortgage
loan application by a Qualified Appraiser, approved by the Seller, who
had no interest, direct or indirect, in the Mortgaged Property or in any
loan made on the security thereof, and whose compensation is not affected
by the approval or disapproval of the Mortgage Loan, and the appraisal
and appraiser both satisfy the requirements of FNMA or FHLMC and Title XI
of the Federal Institutions Reform, Recovery, and Enforcement Act of 1989
and the regulations promulgated thereunder, all as in effect on the date
the Mortgage Loan was originated. The appraisal is in a form acceptable
to FNMA or FHLMC and was made by a Qualified Appraiser;
(xxii) All parties which have had any interest in the Mortgage,
whether as mortgagee, assignee, pledgee or otherwise, are (or, during the
period in which they held and disposed of such interest, were) (A) in
compliance with any and all applicable licensing requirements of the laws
of the state wherein the Mortgaged Property is located, and (B) (1)
organized under the laws of such state, or (2) qualified to do business
in such state, or (3) federal savings and loan associations or national
banks or a Federal Home Loan Bank or savings bank having principal
offices in such state, or (4) not doing business in such state;
(xxiii) The related Mortgage Note is not and has not been secured by
any collateral except the lien of the corresponding Mortgage and the
security interest of any applicable security agreement or chattel
mortgage referred to above and such collateral does not serve as security
for any other obligation;
(xxiv) The Mortgagor has received all disclosure materials required
by applicable law with respect to the making of such mortgage loans;
(xv) The Mortgage Loan does not contain "graduated payment"
features; to the extent any Mortgage Loan contains any buydown provision,
such buydown funds have been maintained and administered in accordance
with, and such Mortgage Loan otherwise complies with, FNMA/FHLMC
requirements relating to buydown loans;
(xxvi) The Mortgagor is not in bankruptcy and, the Mortgagor is not
insolvent or in bankruptcy and the Seller has no knowledge of any
circumstances or condition with respect to the Mortgage, the Mortgaged
Property, the Mortgagor or the Mortgagor's credit standing that could
reasonably be expected to cause investors to regard the Mortgage Loan as
an unacceptable investment, cause the Mortgage Loan to become delinquent,
or materially adversely affect the value or marketability of the Mortgage
Loan;
IIIC-6
(xxvii) The Mortgage Loans have an original term to maturity of not
more than 30 years, with interest payable in arrears on the first day of
each month. Each Mortgage Note requires a monthly payment which is
sufficient to fully amortize the original principal balance over the
original term thereof and to pay interest at the related Mortgage Rate.
No Mortgage Loan contains terms or provisions which would result in
negative amortization;
(xxviii) [Reserved];
(xxix) [Reserved];
(xxx) [Reserved];
(xxxi) [Reserved];
(xxxii) [Reserved];
(xxxiii) [Reserved];
(xxxiv) Except for Mortgage Loans underwritten in accordance with
the Lender Paid Mortgage Insurance Policy Program, if a Mortgage Loan has
an LTV greater than 85%, the excess of the principal balance of the
Mortgage Loan over 75% of the Appraised Value, with respect to a
Refinanced Mortgage Loan, or the lesser of the Appraised Value or the
purchase price of the Mortgaged Property, with respect to a purchase
money Mortgage Loan, is and will be insured as to payment defaults by a
Primary Insurance Policy issued by a Qualified Insurer. All provisions of
such Primary Insurance Policy have been and are being complied with, such
policy is in full force and effect, and all premiums due thereunder have
been paid. No action, inaction, or event has occurred and no state of
facts exists that has, or will result in the exclusion from, denial of,
or defense to coverage. Any Mortgage Loan subject to a Primary Insurance
Policy obligates the Mortgagor thereunder to maintain the Primary
Insurance Policy and to pay all premiums and charges in connection
therewith. The mortgage interest rate for the Mortgage Loan as set forth
on Schedule IC is net of any such insurance premium;
(xxxv) The assignment of Mortgage is in recordable form and is
acceptable for recording under the laws of the jurisdiction in which the
Mortgaged Property is located;
(xxxvi) As to Mortgage Loans that are not Co-op Loans and that are
not secured by an interest in a leasehold estate, the Mortgaged Property
is located in the state identified in Schedule IC and consists of a
single parcel of real property with a detached single family residence
erected thereon, or a townhouse, or a two-to four-family dwelling, or an
individual condominium unit in a condominium project, or an individual
unit in a planned unit development or a de minimis planned unit
development, provided, however, that no residence or dwelling is a single
parcel of real property with a cooperative housing corporation erected
thereon, or a mobile home. As of the date of origination, no portion of
IIIC-7
the Mortgaged Property is used for commercial purposes, and since the
date or origination no portion of the Mortgaged Property is used for
commercial purposes;
(xxxvii) Principal payments on the Mortgage Loan commenced no more
than sixty (60) days after the funds were disbursed in connection with
the Mortgage Loan. The Mortgage Note is payable on the first day of each
month in equal monthly installments of principal and interest, with
interest calculated and payable in arrears, sufficient to amortize the
Mortgage Loan fully by the stated maturity date, over an original term of
not more than thirty years from commencement of amortization;
(xxxviii) [Reserved];
(xxxix) As of the date of origination of the Mortgage Loan, the
Mortgaged Property was lawfully occupied under applicable law, and all
inspections, licenses and certificates required to be made or issued with
respect to all occupied portions of the Mortgaged Property and, with
respect to the use and occupancy of the same, including but not limited
to certificates of occupancy and fire underwriting certificates, have
been made or obtained from the appropriate authorities;
(xl) If the Mortgaged Property is a condominium unit or a planned
unit development (other than a de minimis planned unit development), or
stock in a cooperative housing corporation, such condominium, cooperative
or planned unit development project meets Seller's eligibility
requirements as set forth in Seller's underwriting guidelines;
(xli) There is no pending action or proceeding directly involving
the Mortgaged Property in which compliance with any environmental law,
rule or regulation is an issue; there is no violation of any
environmental law, rule or regulation with respect to the Mortgaged
Property; and nothing further remains to be done to satisfy in full all
requirements of each such law, rule or regulation constituting a
prerequisite to use and enjoyment of said property;
(xlii) The Mortgagor has not notified the Seller, and the Seller has
no knowledge of any relief requested or allowed to the Mortgagor under
the Soldiers' and Sailors' Civil Relief Act of 1940;
(xliii) No Mortgage Loan was made in connection with the
construction or rehabilitation of a Mortgaged Property or facilitating
the trade-in or exchange of a Mortgaged Property;
(xliiii) No action has been taken or failed to be taken by Seller on
or prior to the Closing Date which has resulted or will result in an
exclusion from, denial of, or defense to coverage under any Primary
Insurance Policy (including, without limitation, any exclusions, denials
or defenses which would limit or reduce the availability of the timely
payment of the full amount of the loss otherwise due thereunder to the
insured)
IIIC-8
whether arising out of actions, representations, errors, omissions,
negligence, or fraud of the Seller, or for any other reason under such
coverage;
(xlv) Each Mortgage Loan has been serviced in all material respects
in compliance with Accepted Servicing Practices;
(xlvi) With respect to each Co-op Loan, the related Mortgage is a
valid, enforceable and subsisting first security interest on the related
cooperative shares securing the related cooperative note, subject only to
(a) liens of the cooperative for unpaid assessments representing the
Mortgagor's pro rata share of the cooperative'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 related security agreement.
There are no liens against or security interest in the cooperative shares
relating to each Co-op Loan (except for unpaid maintenance, assessments
and other amounts owed to the related cooperative which individually or
in the aggregate will not have a material adverse effect on such Co-op
Loan), which have priority over the Seller's security interest in such
cooperative shares;
(xlvii) With respect to each Co-op Loan, a search for filings of
financing statements has been made by a company competent to make the
same, which company is acceptable to FNMA and qualified to do business in
the jurisdiction where the cooperative unit is located, and such search
has not found anything which would materially and adversely affect the
Co-op Loan;
(xlviii) With respect to each Co-op Loan, the related cooperative
corporation that owns title to the related cooperative apartment building
is a "cooperative housing corporation" within the meaning of Section 216
of the Internal Revenue Code, and is in material compliance with
applicable federal, state and local laws which, if not complied with,
could have a material adverse effect on the Mortgaged Property;
(il) With respect to each Co-op Loan, there is no prohibition
against pledging the shares of the cooperative corporation or assigning
the Co-op Lease;
(l) 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;
(li) With respect to any ground lease to which a Mortgaged Property
may be subject: (i) the Mortgagor is the owner of a valid and subsisting
leasehold interest under such ground lease: (ii) such ground lease is in
full force and effect, unmodified and not supplemented by any writing or
otherwise; (iii) all rent, additional rent and other charges reserved
therein have been fully paid to the extent payable as of the Closing
Date;
IIIC-9
(iv) the Mortgagor enjoys the quiet and peaceful possession of the
leasehold estate, subject to any sublease; (v) the Mortgagor is not in
default under any of the terms of such ground lease, and there are no
circumstances which, with the passage of time or the giving of notice, or
both, would result in a default under such ground lease; (vi) the lessor
under such ground lease is not in default under any of the terms or
provisions of such ground lease on the part of the lessor to be observed
or performed; (vii) the lessor under such ground lease has satisfied any
repair or construction obligations due as of the Closing Date pursuant to
the terms of such ground lease; and (viii) the execution, delivery and
performance of the Mortgage do not require the consent (other than those
consents which have been obtained and are in full force and effect)
under, and will not contravene any provision of or cause a default under,
such ground lease; and
(lii) With respect to any broker fees collected and paid on any of
the loans, all broker fees have been properly assessed to the borrower
and no claims will arise as to broker fees that are double charged and
for which the borrower would be entitled to reimbursement.
IIIC-10
Schedule IV
RMIC Mortgage Loans
(on file)
IV-1
Schedule V
Aggregate PAC Schedule for Class I-A-1, Class I-A-3, Class I-A-27, Class
I-A-29, Class I-A-30, Class I-A-53 and Class I-A-54 Certificates
--------------- ------------------ --------------- ------------------
Date Balance ($) Date Balance ($)
--------------- ------------------ --------------- ------------------
Initial 401,402,000.00 25-Jun-05 252,980,044.30
25-Mar-02 401,402,000.00 25-Jul-05 247,698,523.73
25-Apr-02 401,402,000.00 25-Aug-05 242,452,102.55
25-May-02 401,402,000.00 25-Sep-05 237,240,555.17
25-Jun-02 401,402,000.00 25-Oct-05 232,063,657.46
25-Jul-02 401,402,000.00 25-Nov-05 226,921,186.79
25-Aug-02 401,402,000.00 25-Dec-05 221,812,921.93
25-Sep-02 401,402,000.00 25-Jan-06 216,738,643.15
25-Oct-02 401,402,000.00 25-Feb-06 211,698,132.13
25-Nov-02 401,402,000.00 25-Mar-06 206,691,171.96
25-Dec-02 401,402,000.00 25-Apr-06 201,717,547.19
25-Jan-03 401,402,000.00 25-May-06 196,777,043.73
25-Feb-03 397,832,042.13 25-Jun-06 191,869,448.94
25-Mar-03 394,089,319.38 25-Jul-06 186,994,551.52
25-Apr-03 390,175,765.61 25-Aug-06 182,152,141.59
25-May-03 386,093,424.63 25-Sep-06 177,342,010.63
25-Jun-03 381,844,448.56 25-Oct-06 172,563,951.48
25-Jul-03 377,431,095.98 25-Nov-06 167,817,758.33
25-Aug-03 372,855,730.06 25-Dec-06 163,103,226.73
25-Sep-03 368,120,816.46 25-Jan-07 158,420,153.56
25-Oct-03 363,228,921.23 25-Feb-07 153,768,337.03
25-Nov-03 358,182,708.54 25-Mar-07 149,471,271.12
25-Dec-03 352,984,938.29 25-Apr-07 145,204,723.66
25-Jan-04 347,638,463.63 25-May-07 140,968,498.08
25-Feb-04 342,146,228.42 25-Jun-07 136,762,399.12
25-Mar-04 336,511,264.51 25-Jul-07 132,586,232.76
25-Apr-04 330,736,688.99 25-Aug-07 128,439,806.31
25-May-04 324,939,241.65 25-Sep-07 124,322,928.30
25-Jun-04 319,180,212.15 25-Oct-07 120,235,408.55
25-Jul-04 313,459,353.24 25-Nov-07 116,177,058.12
25-Aug-04 307,776,419.28 25-Dec-07 112,147,689.31
25-Sep-04 302,131,166.24 25-Jan-08 108,147,115.67
25-Oct-04 296,523,351.66 25-Feb-08 104,175,151.96
25-Nov-04 290,952,734.70 25-Mar-08 100,315,927.27
25-Dec-04 285,419,076.06 25-Apr-08 96,562,436.99
25-Jan-05 279,922,138.02 25-May-08 92,912,077.40
25-Feb-05 274,461,684.39 25-Jun-08 89,362,306.27
25-Mar-05 269,037,480.55 25-Jul-08 85,910,641.35
25-Apr-05 263,649,293.39 25-Aug-08 82,554,659.09
25-May-05 258,296,891.33 25-Sep-08 79,291,993.17
V-1
--------------- ------------------ --------------- ------------------
Date Balance ($) Date Balance ($)
--------------- ------------------ --------------- ------------------
25-Oct-08 76,120,333.25 25-Jun-12 18,032,583.47
25-Nov-08 73,037,423.64 25-Jul-12 17,588,607.61
25-Dec-08 70,041,062.05 25-Aug-12 17,155,283.26
25-Jan-09 67,129,098.30 25-Sep-12 16,732,359.24
25-Feb-09 64,299,433.21 25-Oct-12 16,319,590.17
25-Mar-09 61,950,057.56 25-Nov-12 15,916,736.43
25-Apr-09 59,668,674.97 25-Dec-12 15,523,563.97
25-May-09 57,453,518.08 25-Jan-13 15,139,844.21
25-Jun-09 55,302,862.94 25-Feb-13 14,765,353.89
25-Jul-09 53,215,028.02 25-Mar-13 14,399,874.97
25-Aug-09 51,188,373.13 25-Apr-13 14,043,194.49
25-Sep-09 49,221,298.50 25-May-13 13,695,104.46
25-Oct-09 47,312,243.77 25-Jun-13 13,355,401.76
25-Nov-09 45,459,687.07 25-Jul-13 13,023,888.00
25-Dec-09 43,662,144.12 25-Aug-13 12,700,369.42
25-Jan-10 41,918,167.30 25-Sep-13 12,384,656.80
25-Feb-10 40,226,344.77 25-Oct-13 12,076,565.33
25-Mar-10 38,918,424.00 25-Nov-13 11,775,914.54
25-Apr-10 37,648,296.68 25-Dec-13 11,482,528.14
25-May-10 36,414,948.01 25-Jan-14 11,196,234.00
25-Jun-10 35,217,389.16 25-Feb-14 10,916,863.99
25-Jul-10 34,054,656.61 25-Mar-14 10,644,253.94
25-Aug-10 32,925,811.58 25-Apr-14 10,378,243.48
25-Sep-10 31,829,939.33 25-May-14 10,118,676.04
25-Oct-10 30,766,148.65 25-Jun-14 9,865,398.68
25-Nov-10 29,733,571.22 25-Jul-14 9,618,262.05
25-Dec-10 28,731,361.04 25-Aug-14 9,377,120.31
25-Jan-11 27,758,693.94 25-Sep-14 9,141,831.02
25-Feb-11 26,814,766.93 25-Oct-14 8,912,255.08
25-Mar-11 26,160,847.20 25-Nov-14 8,688,256.66
25-Apr-11 25,522,518.39 25-Dec-14 8,469,703.11
25-May-11 24,899,414.35 25-Jan-15 8,256,464.87
25-Jun-11 24,291,177.44 25-Feb-15 8,048,415.45
25-Jul-11 23,697,458.34 25-Mar-15 7,845,431.31
25-Aug-11 23,117,915.85 25-Apr-15 7,647,391.81
25-Sep-11 22,552,216.69 25-May-15 7,454,179.14
25-Oct-11 22,000,035.35 25-Jun-15 7,265,678.26
25-Nov-11 21,461,053.87 25-Jul-15 7,081,776.82
25-Dec-11 20,934,961.72 25-Aug-15 6,902,365.13
25-Jan-12 20,421,455.56 25-Sep-15 6,727,336.05
25-Feb-12 19,920,239.12 25-Oct-15 6,556,584.98
25-Mar-12 19,431,023.05 25-Nov-15 6,390,009.76
25-Apr-12 18,953,524.72 25-Dec-15 6,227,510.65
25-May-12 18,487,468.06 25-Jan-16 6,068,990.25
V-2
--------------- ------------------ --------------- ------------------
Date Balance ($) Date Balance ($)
--------------- ------------------ --------------- ------------------
25-Feb-16 5,914,353.43 25-Oct-19 1,841,889.84
25-Mar-16 5,763,507.33 25-Nov-19 1,792,153.45
25-Apr-16 5,616,361.26 25-Dec-19 1,743,678.18
25-May-16 5,472,826.65 25-Jan-20 1,696,433.22
25-Jun-16 5,332,817.05 25-Feb-20 1,650,388.46
25-Jul-16 5,196,248.02 25-Mar-20 1,605,514.54
25-Aug-16 5,063,037.12 25-Apr-20 1,561,782.79
25-Sep-16 4,933,103.84 25-May-20 1,519,165.23
25-Oct-16 4,806,369.58 25-Jun-20 1,477,634.55
25-Nov-16 4,682,757.59 25-Jul-20 1,437,164.08
25-Dec-16 4,562,192.94 25-Aug-20 1,397,727.81
25-Jan-17 4,444,602.44 25-Sep-20 1,359,300.32
25-Feb-17 4,329,914.66 25-Oct-20 1,321,856.85
25-Mar-17 4,218,059.83 25-Nov-20 1,285,373.17
25-Apr-17 4,108,969.85 25-Dec-20 1,249,825.69
25-May-17 4,002,578.20 25-Jan-21 1,215,191.35
25-Jun-17 3,898,819.97 25-Feb-21 1,181,447.65
25-Jul-17 3,797,631.74 25-Mar-21 1,148,572.64
25-Aug-17 3,698,951.63 25-Apr-21 1,116,544.88
25-Sep-17 3,602,719.20 25-May-21 1,085,343.46
25-Oct-17 3,508,875.43 25-Jun-21 1,054,947.97
25-Nov-17 3,417,362.73 25-Jul-21 1,025,338.48
25-Dec-17 3,328,124.85 25-Aug-21 996,495.56
25-Jan-18 3,241,106.86 25-Sep-21 968,400.23
25-Feb-18 3,156,255.17 25-Oct-21 941,033.96
25-Mar-18 3,073,517.42 25-Nov-21 914,378.70
25-Apr-18 2,992,842.51 25-Dec-21 888,416.80
25-May-18 2,914,180.55 25-Jan-22 863,131.05
25-Jun-18 2,837,482.83 25-Feb-22 838,504.66
25-Jul-18 2,762,701.80 25-Mar-22 814,521.23
25-Aug-18 2,689,791.03 25-Apr-22 791,164.77
25-Sep-18 2,618,705.20 25-May-22 768,419.67
25-Oct-18 2,549,400.06 25-Jun-22 746,270.71
25-Nov-18 2,481,832.41 25-Jul-22 724,703.00
25-Dec-18 2,415,960.10 25-Aug-22 703,702.06
25-Jan-19 2,351,741.94 25-Sep-22 683,253.73
25-Feb-19 2,289,137.75 25-Oct-22 663,344.20
25-Mar-19 2,228,108.30 25-Nov-22 643,959.99
25-Apr-19 2,168,615.29 25-Dec-22 625,087.95
25-May-19 2,110,621.32 25-Jan-23 606,715.25
25-Jun-19 2,054,089.91 25-Feb-23 588,829.38
25-Jul-19 1,998,985.43 25-Mar-23 571,418.12
25-Aug-19 1,945,273.08 25-Apr-23 554,469.55
25-Sep-19 1,892,918.94 25-May-23 537,972.04
V-3
--------------- ------------------ --------------- ------------------
Date Balance ($) Date Balance ($)
--------------- ------------------ --------------- ------------------
25-Jun-23 521,914.24 25-Feb-27 119,050.31
25-Jul-23 506,285.09 25-Mar-27 114,541.93
25-Aug-23 491,073.78 25-Apr-27 110,165.92
25-Sep-23 476,269.78 25-May-27 105,918.77
25-Oct-23 461,862.80 25-Jun-27 101,797.05
25-Nov-23 447,842.81 25-Jul-27 97,797.44
25-Dec-23 434,200.03 25-Aug-27 93,916.69
25-Jan-24 420,924.91 25-Sep-27 90,151.62
25-Feb-24 408,008.13 25-Oct-27 86,499.16
25-Mar-24 395,440.62 25-Nov-27 82,956.28
25-Apr-24 383,213.49 25-Dec-27 79,520.05
25-May-24 371,318.12 25-Jan-28 76,187.62
25-Jun-24 359,746.05 25-Feb-28 72,956.19
25-Jul-24 348,489.06 25-Mar-28 69,823.05
25-Aug-24 337,539.13 25-Apr-28 66,785.55
25-Sep-24 326,888.42 25-May-28 63,841.10
25-Oct-24 316,529.29 25-Jun-28 60,987.19
25-Nov-24 306,454.29 25-Jul-28 58,221.37
25-Dec-24 296,656.15 25-Aug-28 55,541.25
25-Jan-25 287,127.79 25-Sep-28 52,944.50
25-Feb-25 277,862.28 25-Oct-28 50,428.84
25-Mar-25 268,852.89 25-Nov-28 47,992.07
25-Apr-25 260,093.02 25-Dec-28 45,632.03
25-May-25 251,576.27 25-Jan-29 43,346.62
25-Jun-25 243,296.38 25-Feb-29 41,133.79
25-Jul-25 235,247.24 25-Mar-29 38,991.55
25-Aug-25 227,422.90 25-Apr-29 36,917.95
25-Sep-25 219,817.55 25-May-29 34,911.10
25-Oct-25 212,425.52 25-Jun-29 32,969.15
25-Nov-25 205,241.30 25-Jul-29 31,090.31
25-Dec-25 198,259.50 25-Aug-29 29,272.83
25-Jan-26 191,474.86 25-Sep-29 27,514.99
25-Feb-26 184,882.27 25-Oct-29 25,815.14
25-Mar-26 178,476.72 25-Nov-29 24,171.66
25-Apr-26 172,253.34 25-Dec-29 22,582.96
25-May-26 166,207.39 25-Jan-30 21,047.52
25-Jun-26 160,334.23 25-Feb-30 19,563.83
25-Jul-26 154,629.35 25-Mar-30 18,130.44
25-Aug-26 149,088.33 25-Apr-30 16,745.92
25-Sep-26 143,706.89 25-May-30 15,408.90
25-Oct-26 138,480.83 25-Jun-30 14,118.02
25-Nov-26 133,406.08 25-Jul-30 12,871.97
25-Dec-26 128,478.64 25-Aug-30 11,669.47
25-Jan-27 123,694.65 25-Sep-30 10,509.29
V-4
--------------- ------------------
Date Balance ($)
--------------- ------------------
25-Oct-30 9,390.20
25-Nov-30 8,311.02
25-Dec-30 7,270.61
25-Jan-31 6,267.85
25-Feb-31 5,301.65
25-Mar-31 4,370.94
25-Apr-31 3,474.69
25-May-31 2,611.90
25-Jun-31 1,781.58
25-Jul-31 982.79
25-Aug-31 214.59
25-Sep-31 and 0.00
thereafter
V-5
Schedule VI
PAC Schedule for Class I-A-45 Certificates
--------------- ------------------ --------------- ------------------
Date Balance ($) Date Balance ($)
--------------- ------------------ --------------- ------------------
Initial 26,770,000.00 25-Jul-05 11,569,910.47
25-Mar-02 26,297,392.63 25-Aug-05 11,359,575.33
25-Apr-02 25,767,610.62 25-Sep-05 11,152,530.20
25-May-02 25,180,865.04 25-Oct-05 10,948,734.29
25-Jun-02 24,537,410.99 25-Nov-05 10,748,147.18
25-Jul-02 23,837,547.48 25-Dec-05 10,550,728.83
25-Aug-02 23,081,617.28 25-Jan-06 10,356,439.60
25-Sep-02 22,270,006.74 25-Feb-06 10,165,240.20
25-Oct-02 21,403,145.50 25-Mar-06 9,977,091.72
25-Nov-02 20,481,506.14 25-Apr-06 9,791,955.64
25-Dec-02 19,505,603.87 25-May-06 9,609,793.77
25-Jan-03 18,475,996.03 25-Jun-06 9,430,568.31
25-Feb-03 18,305,693.62 25-Jul-06 9,254,241.79
25-Mar-03 18,127,080.13 25-Aug-06 9,080,777.13
25-Apr-03 17,940,341.95 25-Sep-06 8,910,137.57
25-May-03 17,745,677.21 25-Oct-06 8,742,286.72
25-Jun-03 17,543,295.53 25-Nov-06 8,577,188.53
25-Jul-03 17,333,417.72 25-Dec-06 8,414,807.27
25-Aug-03 17,116,275.43 25-Jan-07 8,255,107.58
25-Sep-03 16,892,110.83 25-Feb-07 8,098,054.42
25-Oct-03 16,661,176.25 25-Mar-07 7,955,095.94
25-Nov-03 16,423,733.79 25-Apr-07 7,814,636.13
25-Dec-03 16,180,054.93 25-May-07 7,676,641.04
25-Jan-04 15,930,420.11 25-Jun-07 7,541,077.04
25-Feb-04 15,675,118.28 25-Jul-07 7,407,910.81
25-Mar-04 15,414,446.48 25-Aug-07 7,277,109.34
25-Apr-04 15,148,709.33 25-Sep-07 7,148,639.94
25-May-04 14,883,853.78 25-Oct-07 7,022,470.23
25-Jun-04 14,622,949.16 25-Nov-07 6,898,568.14
25-Jul-04 14,365,948.42 25-Dec-07 6,776,901.90
25-Aug-04 14,112,804.95 25-Jan-08 6,657,440.03
25-Sep-04 13,863,472.59 25-Feb-08 6,540,151.37
25-Oct-04 13,617,905.61 25-Mar-08 6,424,647.26
25-Nov-04 13,376,058.71 25-Apr-08 6,291,274.25
25-Dec-04 13,137,887.03 25-May-08 6,140,621.53
25-Jan-05 12,903,346.13 25-Jun-08 5,973,263.19
25-Feb-05 12,672,391.97 25-Jul-08 5,792,542.02
25-Mar-05 12,444,980.95 25-Aug-08 5,607,840.80
25-Apr-05 12,221,069.88 25-Sep-08 5,419,403.70
25-May-05 12,000,615.96 25-Oct-08 5,227,466.70
25-Jun-05 11,783,576.82 25-Nov-08 5,032,257.86
VI-1
25-Dec-08 4,833,997.48 25-Dec-09 2,093,014.46
25-Jan-09 4,632,898.39 25-Jan-10 1,857,745.56
25-Feb-09 4,429,166.11 25-Feb-10 1,622,657.63
25-Mar-09 4,198,923.48 25-Mar-10 1,370,818.96
25-Apr-09 3,967,539.41 25-Apr-10 1,120,552.79
25-May-09 3,735,170.99 25-May-10 871,912.87
25-Jun-09 3,501,969.32 25-Jun-10 624,949.97
25-Jul-09 3,268,079.71 25-Jul-10 379,711.95
25-Aug-09 3,033,641.87 25-Aug-10 136,243.89
25-Sep-09 2,798,790.02 25-Sep-10 and 0.00
25-Oct-09 2,563,653.12 thereafter
25-Nov-09 2,328,354.98
VI-2
Schedule VII
PAC Schedule for Component I-A-6-1
--------------- ------------------ --------------- ------------------
Date Balance ($) Date Balance ($)
--------------- ------------------ --------------- ------------------
Initial 29,549,000.00 25-Jun-05 12,487,080.03
25-Mar-02 28,997,868.77 25-Jul-05 12,263,426.79
25-Apr-02 28,376,326.93 25-Aug-05 12,044,103.51
25-May-02 27,684,636.02 25-Sep-05 11,829,060.53
25-Jun-02 26,923,111.92 25-Oct-05 11,618,248.65
25-Jul-02 26,092,124.74 25-Nov-05 11,411,619.16
25-Aug-02 25,192,098.63 25-Dec-05 11,209,123.85
25-Sep-02 24,223,511.51 25-Jan-06 11,010,714.96
25-Oct-02 23,186,894.77 25-Feb-06 10,816,345.20
25-Nov-02 22,082,832.85 25-Mar-06 10,625,967.76
25-Dec-02 20,911,962.76 25-Apr-06 10,439,536.29
25-Jan-03 19,674,973.58 25-May-06 10,257,004.88
25-Feb-03 19,499,036.64 25-Jun-06 10,078,328.10
25-Mar-03 19,313,024.99 25-Jul-06 9,903,460.95
25-Apr-03 19,117,169.75 25-Aug-06 9,732,358.87
25-May-03 18,911,716.54 25-Sep-06 9,564,977.76
25-Jun-03 18,696,925.18 25-Oct-06 9,401,273.94
25-Jul-03 18,473,069.28 25-Nov-06 9,241,204.18
25-Aug-03 18,240,435.86 25-Dec-06 9,084,725.65
25-Sep-03 17,999,324.94 25-Jan-07 8,931,795.98
25-Oct-03 17,750,049.06 25-Feb-07 8,782,373.19
25-Nov-03 17,492,932.87 25-Mar-07 8,650,592.06
25-Dec-03 17,228,312.55 25-Apr-07 8,522,137.88
25-Jan-04 16,956,535.39 25-May-07 8,396,970.05
25-Feb-04 16,677,959.19 25-Jun-07 8,275,048.36
25-Mar-04 16,392,951.72 25-Jul-07 8,156,333.01
25-Apr-04 16,101,890.13 25-Aug-07 8,040,784.57
25-May-04 15,812,117.40 25-Sep-07 7,928,364.04
25-Jun-04 15,527,423.88 25-Oct-07 7,819,032.78
25-Jul-04 15,247,752.59 25-Nov-07 7,712,752.56
25-Aug-04 14,973,047.07 25-Dec-07 7,609,485.50
25-Sep-04 14,703,251.46 25-Jan-08 7,509,194.14
25-Oct-04 14,438,310.39 25-Feb-08 7,411,841.36
25-Nov-04 14,178,169.07 25-Mar-08 7,316,948.73
25-Dec-04 13,922,773.22 25-Apr-08 7,200,254.19
25-Jan-05 13,672,069.11 25-May-08 7,062,486.56
25-Feb-05 13,426,003.51 25-Jun-08 6,904,355.98
25-Mar-05 13,184,523.73 25-Jul-08 6,726,554.40
25-Apr-05 12,947,577.59 25-Aug-08 6,529,755.97
25-May-05 12,715,113.41 25-Sep-08 6,314,617.49
VII-1
--------------- ------------------
Date Balance ($)
--------------- ------------------
25-Oct-08 6,081,778.84
25-Nov-08 5,840,781.07
25-Dec-08 5,596,015.99
25-Jan-09 5,347,746.34
25-Feb-09 5,096,225.85
25-Mar-09 4,811,976.63
25-Apr-09 4,526,318.24
25-May-09 4,239,444.60
25-Jun-09 3,951,542.26
25-Jul-09 3,662,790.63
25-Aug-09 3,373,362.15
25-Sep-09 3,083,422.57
25-Oct-09 2,793,131.06
25-Nov-09 2,502,640.51
25-Dec-09 2,212,097.62
25-Jan-10 1,921,643.16
25-Feb-10 1,631,412.11
25-Mar-10 1,320,501.21
25-Apr-10 1,011,531.66
25-May-10 704,569.83
25-Jun-10 399,678.37
25-Jul-10 96,916.40
25-Aug-10 and 0.00
thereafter
VII-2
Schedule VIII
PAC Schedule for Component I-A-6-2
--------------- ------------------ --------------- ------------------
Date Balance ($) Date Balance ($)
--------------- ------------------ --------------- ------------------
Initial 42,280,000.00 25-Jul-05 18,219,160.00
25-Mar-02 41,533,872.82 25-Aug-05 17,883,378.09
25-Apr-02 40,697,937.65 25-Sep-05 17,552,720.55
25-May-02 39,772,525.70 25-Oct-05 17,227,123.01
25-Jun-02 38,758,037.30 25-Nov-05 16,906,521.72
25-Jul-02 37,654,941.74 25-Dec-05 16,590,853.53
25-Aug-02 36,463,777.03 25-Jan-06 16,280,055.87
25-Sep-02 35,185,149.58 25-Feb-06 15,974,066.76
25-Oct-02 33,819,733.79 25-Mar-06 15,672,824.81
25-Nov-02 32,368,271.50 25-Apr-06 15,376,269.21
25-Dec-02 30,831,571.45 25-May-06 15,084,339.70
25-Jan-03 29,210,508.56 25-Jun-06 14,796,976.60
25-Feb-03 28,938,710.58 25-Jul-06 14,514,120.80
25-Mar-03 28,653,828.62 25-Aug-06 14,235,713.73
25-Apr-03 28,356,155.09 25-Sep-06 13,961,697.37
25-May-03 28,046,000.88 25-Oct-06 13,692,014.25
25-Jun-03 27,723,694.90 25-Nov-06 13,426,607.45
25-Jul-03 27,389,583.62 25-Dec-06 13,165,420.56
25-Aug-03 27,044,030.53 25-Jan-07 12,908,397.72
25-Sep-03 26,687,415.65 25-Feb-07 12,655,483.58
25-Oct-03 26,320,134.94 25-Mar-07 12,424,653.92
25-Nov-03 25,942,599.72 25-Apr-07 12,197,700.15
25-Dec-03 25,555,236.00 25-May-07 11,974,568.62
25-Jan-04 25,158,483.89 25-Jun-07 11,755,206.18
25-Feb-04 24,752,796.84 25-Jul-07 11,539,560.17
25-Mar-04 24,338,641.01 25-Aug-07 11,327,578.44
25-Apr-04 23,916,494.47 25-Sep-07 11,119,209.30
25-May-04 23,495,694.99 25-Oct-07 10,914,401.57
25-Jun-04 23,081,061.81 25-Nov-07 10,713,104.55
25-Jul-04 22,672,520.78 25-Dec-07 10,515,267.99
25-Aug-04 22,269,998.47 25-Jan-08 10,320,842.14
25-Sep-04 21,873,422.11 25-Feb-08 10,129,777.70
25-Oct-04 21,482,719.63 25-Mar-08 9,941,464.03
25-Nov-04 21,097,819.64 25-Apr-08 9,725,040.53
25-Dec-04 20,718,651.42 25-May-08 9,481,432.03
25-Jan-05 20,345,144.89 25-Jun-08 9,211,539.59
25-Feb-05 19,977,230.66 25-Jul-08 8,927,564.54
25-Mar-05 19,614,839.96 25-Aug-08 8,637,338.79
25-Apr-05 19,257,904.70 25-Sep-08 8,341,245.73
25-May-05 18,906,357.41 25-Oct-08 8,039,655.92
25-Jun-05 18,560,131.24 25-Nov-08 7,732,927.41
VIII-1
--------------- ------------------
Date Balance ($)
--------------- ------------------
25-Dec-08 7,421,406.17
25-Jan-09 7,105,426.35
25-Feb-09 6,785,310.66
25-Mar-09 6,423,566.70
25-Apr-09 6,060,029.24
25-May-09 5,694,944.93
25-Jun-09 5,328,551.03
25-Jul-09 4,961,075.70
25-Aug-09 4,592,738.29
25-Sep-09 4,223,749.57
25-Oct-09 3,854,312.03
25-Nov-09 3,484,620.07
25-Dec-09 3,114,860.30
25-Jan-10 2,745,211.74
25-Feb-10 2,375,846.08
25-Mar-10 1,980,176.80
25-Apr-10 1,586,975.42
25-May-10 1,196,326.33
25-Jun-10 808,309.23
25-Jul-10 422,999.27
25-Aug-10 40,467.23
25-Sep-10 and 0.00
thereafter
VIII-2
Schedule IX
Aggregate TAC Schedule for Class I-A-13, Class I-A-14, Class I-A-15, Class
I-A-16, Class I-A-17, Class I-A-18, Class I-A-19, Class I-A-20, Class
I-A-22, Class I-A-23, Class I-A-24, Class I-A-34, Class I-A-35, Class
I-A-49, Class I-A-50, Class I-A-51, Class I-A-52 and Class I-A-55
Certificates and Component I-A-6-2
--------------- ------------------ --------------- ------------------
Date Balance ($) Date Balance ($)
--------------- ------------------ --------------- ------------------
Initial 137,920,000.00 25-May-05 66,179,160.66
25-Mar-02 136,826,444.97 25-Jun-05 64,674,859.51
25-Apr-02 135,568,803.88 25-Jul-05 63,211,971.81
25-May-02 134,147,859.18 25-Aug-05 61,789,733.92
25-Jun-02 132,564,624.65 25-Sep-05 60,407,394.51
25-Jul-02 130,820,345.20 25-Oct-05 59,064,214.35
25-Aug-02 128,916,496.11 25-Nov-05 57,759,466.18
25-Sep-02 126,854,781.79 25-Dec-05 56,492,434.47
25-Oct-02 124,637,133.93 25-Jan-06 55,262,415.26
25-Nov-02 122,265,709.19 25-Feb-06 54,068,715.99
25-Dec-02 119,742,886.25 25-Mar-06 52,910,655.31
25-Jan-03 117,071,262.38 25-Apr-06 51,787,562.90
25-Feb-03 115,686,336.88 25-May-06 50,698,779.31
25-Mar-03 114,227,777.90 25-Jun-06 49,643,655.82
25-Apr-03 112,698,036.36 25-Jul-06 48,621,554.19
25-May-03 111,099,718.53 25-Aug-06 47,631,846.59
25-Jun-03 109,435,580.67 25-Sep-06 46,673,915.39
25-Jul-03 107,708,523.15 25-Oct-06 45,747,153.00
25-Aug-03 105,921,584.28 25-Nov-06 44,850,961.74
25-Sep-03 104,077,933.53 25-Dec-06 43,984,753.65
25-Oct-03 102,180,864.56 25-Jan-07 43,147,950.37
25-Nov-03 100,233,787.74 25-Feb-07 42,339,982.98
25-Dec-03 98,240,222.37 25-Mar-07 41,672,777.84
25-Jan-04 96,203,788.51 25-Apr-07 41,032,288.07
25-Feb-04 94,128,198.59 25-May-07 40,417,976.10
25-Mar-04 92,017,248.66 25-Jun-07 39,829,313.21
25-Apr-04 89,874,809.38 25-Jul-07 39,265,779.40
25-May-04 87,756,672.30 25-Aug-07 38,726,863.21
25-Jun-04 85,691,089.02 25-Sep-07 38,212,061.64
25-Jul-04 83,677,117.07 25-Oct-07 37,720,879.97
25-Aug-04 81,713,829.05 25-Nov-07 37,252,831.65
25-Sep-04 79,800,312.38 25-Dec-07 36,807,438.20
25-Oct-04 77,935,669.11 25-Jan-08 36,384,229.03
25-Nov-04 76,119,015.70 25-Feb-08 35,982,741.35
25-Dec-04 74,349,482.75 25-Mar-08 35,630,475.67
25-Jan-05 72,626,214.81 25-Apr-08 35,267,112.68
25-Feb-05 70,948,370.19 25-May-08 34,893,190.56
25-Mar-05 69,315,120.69 25-Jun-08 34,509,230.58
25-Apr-05 67,725,651.43 25-Jul-08 34,115,737.58
IX-1
--------------- ------------------ --------------- ------------------
Date Balance ($) Date Balance ($)
--------------- ------------------ --------------- ------------------
25-Aug-08 33,713,200.35 25-Sep-11 14,605,717.23
25-Sep-08 33,302,092.12 25-Oct-11 14,086,665.35
25-Oct-08 32,882,870.92 25-Nov-11 13,572,270.06
25-Nov-08 32,455,980.07 25-Dec-11 13,062,491.39
25-Dec-08 32,021,848.51 25-Jan-12 12,557,288.92
25-Jan-09 31,580,891.21 25-Feb-12 12,056,621.82
25-Feb-09 31,133,509.58 25-Mar-12 11,560,448.87
25-Mar-09 30,632,571.17 25-Apr-12 11,068,728.50
25-Apr-09 30,128,058.63 25-May-12 10,581,418.79
25-May-09 29,620,283.91 25-Jun-12 10,098,477.53
25-Jun-09 29,109,547.78 25-Jul-12 9,619,862.23
25-Jul-09 28,596,140.10 25-Aug-12 9,145,530.13
25-Aug-09 28,080,340.11 25-Sep-12 8,675,438.24
25-Sep-09 27,562,416.81 25-Oct-12 8,209,543.37
25-Oct-09 27,042,629.16 25-Nov-12 7,747,802.13
25-Nov-09 26,521,226.44 25-Dec-12 7,290,170.95
25-Dec-09 25,998,448.49 25-Jan-13 6,836,606.14
25-Jan-10 25,474,526.02 25-Feb-13 6,387,063.85
25-Feb-10 24,949,680.81 25-Mar-13 5,941,500.14
25-Mar-10 24,389,979.38 25-Apr-13 5,499,870.97
25-Apr-10 23,832,037.14 25-May-13 5,062,132.22
25-May-10 23,275,972.74 25-Jun-13 4,628,239.73
25-Jun-10 22,721,898.97 25-Jul-13 4,198,149.26
25-Jul-10 22,169,922.94 25-Aug-13 3,771,816.59
25-Aug-10 21,620,146.27 25-Sep-13 3,349,197.45
25-Sep-10 21,072,665.26 25-Oct-13 2,930,247.59
25-Oct-10 20,527,571.07 25-Nov-13 2,514,922.77
25-Nov-10 19,984,949.90 25-Dec-13 2,103,178.78
25-Dec-10 19,444,883.11 25-Jan-14 1,694,971.47
25-Jan-11 18,907,447.42 25-Feb-14 1,290,256.71
25-Feb-11 18,372,715.02 25-Mar-14 888,990.46
25-Mar-11 17,819,991.69 25-Apr-14 491,128.75
25-Apr-11 17,272,189.63 25-May-14 96,627.70
25-May-11 16,729,272.90 25-Jun-14 and 0.00
25-Jun-11 16,191,204.88 thereafter
25-Jul-11 15,657,948.27
25-Aug-11 15,129,465.21
IX-2
Schedule X
Aggregate TAC Schedule for Class I-A-45, Class I-A-46 and
Class I-A-47 Certificates
--------------- ------------------ --------------- ------------------
Date Balance ($) Date Balance ($)
--------------- ------------------ --------------- ------------------
Initial 88,112,000.00 25-Feb-05 45,566,871.58
25-Mar-02 87,418,131.99 25-Mar-05 44,530,109.67
25-Apr-02 86,619,785.08 25-Apr-05 43,521,255.01
25-May-02 85,717,457.73 25-May-05 42,539,797.15
25-Jun-02 84,711,795.72 25-Jun-05 41,585,233.89
25-Jul-02 83,603,592.00 25-Jul-05 40,657,071.11
25-Aug-02 82,393,786.26 25-Aug-05 39,754,822.67
25-Sep-02 81,083,464.09 25-Sep-05 38,878,010.26
25-Oct-02 79,673,855.87 25-Oct-05 38,026,163.29
25-Nov-02 78,166,335.20 25-Nov-05 37,198,818.78
25-Dec-02 76,562,417.11 25-Dec-05 36,395,521.24
25-Jan-03 74,863,755.82 25-Jan-06 35,615,822.55
25-Feb-03 73,984,554.25 25-Feb-06 34,859,281.82
25-Mar-03 73,058,480.44 25-Mar-06 34,125,465.33
25-Apr-03 72,087,095.43 25-Apr-06 33,413,946.38
25-May-03 71,072,059.17 25-May-06 32,724,305.20
25-Jun-03 70,015,127.15 25-Jun-06 32,056,128.83
25-Jul-03 68,918,146.65 25-Jul-06 31,409,011.02
25-Aug-03 67,783,052.77 25-Aug-06 30,782,552.13
25-Sep-03 66,611,864.16 25-Sep-06 30,176,359.01
25-Oct-03 65,406,678.56 25-Oct-06 29,590,044.92
25-Nov-03 64,169,668.04 25-Nov-06 29,023,229.43
25-Dec-03 62,903,074.02 25-Dec-06 28,475,538.30
25-Jan-04 61,609,202.13 25-Jan-07 27,946,603.41
25-Feb-04 60,290,416.81 25-Feb-07 27,436,062.64
25-Mar-04 58,949,135.73 25-Mar-07 27,015,196.90
25-Apr-04 57,587,824.12 25-Apr-07 26,611,375.24
25-May-04 56,242,013.17 25-May-07 26,224,255.51
25-Jun-04 54,929,695.20 25-Jun-07 25,853,501.23
25-Jul-04 53,650,270.14 25-Jul-07 25,498,781.43
25-Aug-04 52,403,147.56 25-Aug-07 25,159,770.61
25-Sep-04 51,187,746.44 25-Sep-07 24,836,148.64
25-Oct-04 50,003,495.10 25-Oct-07 24,527,600.68
25-Nov-04 48,849,831.02 25-Nov-07 24,233,817.09
25-Dec-04 47,726,200.69 25-Dec-07 23,954,493.37
25-Jan-05 46,632,059.50 25-Jan-08 23,689,330.05
X-2
--------------- ------------------ --------------- ------------------
Date Balance ($) Date Balance ($)
--------------- ------------------ --------------- ------------------
25-Feb-08 23,438,032.62 25-Aug-11 10,374,527.58
25-Mar-08 23,218,115.09 25-Sep-11 10,046,999.96
25-Apr-08 22,991,163.14 25-Oct-11 9,722,507.05
25-May-08 22,757,519.74 25-Nov-11 9,401,023.98
25-Jun-08 22,517,517.09 25-Dec-11 9,082,525.62
25-Jul-08 22,271,476.92 25-Jan-12 8,766,986.51
25-Aug-08 22,019,710.77 25-Feb-12 8,454,380.98
25-Sep-08 21,762,520.23 25-Mar-12 8,144,683.07
25-Oct-08 21,500,197.27 25-Apr-12 7,837,866.62
25-Nov-08 21,233,024.42 25-May-12 7,533,905.26
25-Dec-08 20,961,275.12 25-Jun-12 7,232,772.41
25-Jan-09 20,685,213.87 25-Jul-12 6,934,441.34
25-Feb-09 20,405,096.55 25-Aug-12 6,638,885.13
25-Mar-09 20,090,906.95 25-Sep-12 6,346,076.73
25-Apr-09 19,774,476.94 25-Oct-12 6,055,988.95
25-May-09 19,456,005.44 25-Nov-12 5,768,594.50
25-Jun-09 19,135,684.23 25-Dec-12 5,483,865.95
25-Jul-09 18,813,698.16 25-Jan-13 5,201,775.80
25-Aug-09 18,490,225.34 25-Feb-13 4,922,296.48
25-Sep-09 18,165,437.31 25-Mar-13 4,645,400.33
25-Oct-09 17,839,499.26 25-Apr-13 4,371,059.63
25-Nov-09 17,512,570.21 25-May-13 4,099,246.64
25-Dec-09 17,184,803.15 25-Jun-13 3,829,933.56
25-Jan-10 16,856,345.27 25-Jul-13 3,563,092.59
25-Feb-10 16,527,338.09 25-Aug-13 3,298,695.88
25-Mar-10 16,176,171.19 25-Sep-13 3,036,715.60
25-Apr-10 15,826,163.52 25-Oct-13 2,777,123.93
25-May-10 15,477,390.90 25-Nov-13 2,519,893.04
25-Jun-10 15,129,925.42 25-Dec-13 2,264,995.14
25-Jul-10 14,783,835.57 25-Jan-14 2,012,402.45
25-Aug-10 14,439,186.34 25-Feb-14 1,762,087.25
25-Sep-10 14,096,039.35 25-Mar-14 1,514,021.84
25-Oct-10 13,754,452.92 25-Apr-14 1,268,178.60
25-Nov-10 13,414,482.22 25-May-14 1,024,529.94
25-Dec-10 13,076,179.36 25-Jun-14 783,048.34
25-Jan-11 12,739,593.47 25-Jul-14 543,706.38
25-Feb-11 12,404,770.81 25-Aug-14 306,476.69
25-Mar-11 12,058,532.49 25-Sep-14 71,331.98
25-Apr-11 11,715,470.50 25-Oct-14 and 0.00
25-May-11 11,375,562.26 thereafter
25-Jun-11 11,038,784.72
25-Jul-11 10,705,114.44
X-2