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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
DATED AS OF FEBRUARY 1, 2007
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TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS.............................................................................................2
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES..........................................33
SECTION 2.01. Conveyance of Trust Fund..............................................................33
SECTION 2.02. Acceptance by the Trustee.............................................................38
SECTION 2.03. Representations and Warranties of the Seller(s), Master Servicer
and Servicers.........................................................................40
SECTION 2.04. Representations and Warranties of the Depositor as to the Mortgage
Loans.................................................................................43
SECTION 2.05. Delivery of Opinion of Counsel in Connection with Substitutions.......................43
SECTION 2.06. Issuance of Certificates..............................................................43
SECTION 2.07. REMIC Provisions......................................................................44
SECTION 2.08. Covenants of the Master Servicer and each Servicer....................................44
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS.......................................................45
SECTION 3.01. Servicers to Service Mortgage Loans...................................................45
SECTION 3.02. Subservicing; Enforcement of the Obligations of Sub-Servicers.........................47
SECTION 3.03. Master Servicing by Master Servicer...................................................49
SECTION 3.04. Trustee to Act as Master Servicer or Servicer.........................................49
SECTION 3.05. Collection of Mortgage Loans; Collection Accounts; Certificate
Account...............................................................................50
SECTION 3.06. Establishment of and Deposits to Escrow Accounts; Permitted
Withdrawals from Escrow Accounts; Payments of Taxes, Insurance and
Other Charges.........................................................................55
SECTION 3.07. Access to Certain Documentation and Information Regarding the
Non-Designated Mortgage Loans; Inspections............................................56
SECTION 3.08. Permitted Withdrawals from the Collection Accounts and Certificate
Account...............................................................................57
SECTION 3.09. Maintenance of Hazard Insurance; Mortgage Impairment Insurance and
Mortgage Guaranty Insurance Policy; Claims; Restoration of
Mortgaged Property....................................................................59
SECTION 3.10. Enforcement of Due on Sale Clauses; Assumption Agreements.............................62
SECTION 3.11. Realization Upon Defaulted Mortgage Loans.............................................63
SECTION 3.12. Trustee and Trust Administrator to Cooperate; Release of Mortgage
Files.................................................................................66
SECTION 3.13. Documents, Records and Funds in Possession of a Servicer to be
Held for the Trust....................................................................67
SECTION 3.14. Servicing Fee; Indemnification of Master Servicer.....................................67
SECTION 3.15. Access to Certain Documentation.......................................................68
SECTION 3.16. Maintenance of Fidelity Bond and Errors and Omissions Insurance.......................69
SECTION 3.17. Special Serviced Mortgage Loans; Repurchase of Certain Mortgage
Loans.................................................................................69
SECTION 3.18. Indemnification of the Trust Administrator, the Master Servicer
and the Servicers.....................................................................70
SECTION 3.19. Notification of Adjustments...........................................................71
SECTION 3.20. Designated Mortgage Loans.............................................................71
SECTION 3.21. Assigned Prepayment Premiums..........................................................72
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ARTICLE IV PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS.........................................................73
SECTION 4.01. Priorities of Distribution............................................................73
SECTION 4.02. Allocation of Losses..................................................................73
SECTION 4.03. Recoveries............................................................................73
SECTION 4.04. Monthly Statements to Certificateholders..............................................73
SECTION 4.05. Servicer to Cooperate.................................................................74
SECTION 4.06. Cross-Collateralization; Adjustments to Available Funds...............................75
SECTION 4.07. Interest Rate Cap Account(s)..........................................................75
SECTION 4.08. Supplemental Interest Trust(s)........................................................75
SECTION 4.09. Rights of Swap Counterparty...........................................................75
SECTION 4.10. Replacement Swap Counterparty.........................................................75
ARTICLE V ADVANCES BY THE MASTER SERVICER AND SERVICERS..........................................................76
SECTION 5.01. Advances by the Trust Administrator, Master Servicer and Servicers....................76
ARTICLE VI THE CERTIFICATES......................................................................................78
SECTION 6.01. The Certificates......................................................................78
SECTION 6.02. Registration of Transfer and Exchange of Certificates.................................79
SECTION 6.03. Mutilated, Destroyed, Lost or Stolen Certificates.....................................84
SECTION 6.04. Persons Deemed Owners.................................................................84
SECTION 6.05. Access to List of Certificateholders' Names and Addresses.............................84
SECTION 6.06. Maintenance of Office or Agency.......................................................84
SECTION 6.07. Book-Entry Certificates...............................................................85
SECTION 6.08. Notices to Clearing Agency............................................................85
SECTION 6.09. Definitive Certificates...............................................................86
ARTICLE VII THE DEPOSITOR, THE SELLER, THE MASTER SERVICER, THE SERVICERS, THE SPECIAL SERVICER
AND THE MODIFICATION OVERSIGHT AGENT..........................................................87
SECTION 7.01. Liabilities of the Seller, the Depositor, the Master Servicer, the
Servicers, the Special Servicer and the Modification Oversight
Agent.................................................................................87
SECTION 7.02. Merger or Consolidation of the Seller, the Depositor, the Master
Servicer, the Servicers, the Special Servicer or the Modification
Oversight Agent.......................................................................87
SECTION 7.03. Limitation on Liability of the Seller, the Depositor, the Master
Servicer, the Servicers, the Special Servicer, the Modification
Oversight Agent and Others............................................................88
SECTION 7.04. Master Servicer, Servicers, Special Servicer and Modification
Oversight Agent Not to Resign; Transfer of Servicing..................................89
SECTION 7.05. Master Servicer, Seller, Special Servicer, Modification Oversight
Agent and Servicers May Own Certificates..............................................90
ARTICLE VIII DEFAULT.............................................................................................91
SECTION 8.01. Events of Default.....................................................................91
SECTION 8.02. Master Servicer or Trust Administrator to Act; Appointment of
Successor.............................................................................93
SECTION 8.03. Notification to Certificateholders....................................................95
SECTION 8.04. Waiver of Events of Default...........................................................95
ARTICLE IX CONCERNING THE TRUSTEE................................................................................96
SECTION 9.01. Duties of Trustee.....................................................................96
SECTION 9.02. Certain Matters Affecting the Trustee.................................................97
SECTION 9.03. Trustee Not Liable for Certificates or Mortgage Loans.................................98
SECTION 9.04. Trustee May Own Certificates..........................................................99
SECTION 9.05. Trustee's Fees and Expenses...........................................................99
SECTION 9.06. Eligibility Requirements for Trustee..................................................99
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SECTION 9.07. Resignation and Removal of Trustee...................................................100
SECTION 9.08. Successor Trustee....................................................................100
SECTION 9.09. Merger or Consolidation of Trustee...................................................101
SECTION 9.10. Appointment of Co-Trustee or Separate Trustee........................................101
SECTION 9.11. Office of the Trustee................................................................102
ARTICLE X CONCERNING THE TRUST ADMINISTRATOR....................................................................103
SECTION 10.01. Duties of Trust Administrator........................................................103
SECTION 10.02. Certain Matters Affecting the Trust Administrator....................................104
SECTION 10.03. Trust Administrator Not Liable for Certificates or Mortgage Loans....................106
SECTION 10.04. Trust Administrator May Own Certificates.............................................106
SECTION 10.05. Trust Administrator's Fees and Expenses..............................................106
SECTION 10.06. Eligibility Requirements for Trust Administrator.....................................107
SECTION 10.07. Resignation and Removal of Trust Administrator.......................................107
SECTION 10.08. Successor Trust Administrator........................................................108
SECTION 10.09. Merger or Consolidation of Trust Administrator.......................................109
SECTION 10.10. Appointment of Co-Trust Administrator or Separate Trust
Administrator........................................................................109
SECTION 10.11. Office of the Trust Administrator....................................................110
SECTION 10.12. Tax Return...........................................................................110
SECTION 10.13. Determination of Certificate Index...................................................110
ARTICLE XI TERMINATION..........................................................................................111
ARTICLE XII MISCELLANEOUS PROVISIONS............................................................................111
SECTION 12.01. Amendment............................................................................111
SECTION 12.02. Recordation of Agreement; Counterparts...............................................113
SECTION 12.03. Governing Law........................................................................113
SECTION 12.04. Intention of Parties.................................................................114
SECTION 12.05. Notices..............................................................................115
SECTION 12.06. Severability of Provisions...........................................................116
SECTION 12.07. Limitation on Rights of Certificateholders...........................................116
SECTION 12.08. Certificates Nonassessable and Fully Paid............................................117
SECTION 12.09. Protection of Assets.................................................................117
SECTION 12.10. Non-Solicitation.....................................................................117
ARTICLE XIII EXCHANGE ACT REPORTING.............................................................................118
SECTION 13.01. Commission Reporting.................................................................118
SECTION 13.02. Form 10-D Reporting..................................................................118
SECTION 13.03. Form 10-K Reporting..................................................................119
SECTION 13.04. Form 8-K Reporting...................................................................121
SECTION 13.05. Delisting; Amendment; Late Filing of Reports.........................................122
SECTION 13.06. Annual Statements of Compliance......................................................122
SECTION 13.07. Annual Assessments of Compliance.....................................................123
SECTION 13.08. Accountant's Attestation.............................................................124
SECTION 13.09. Xxxxxxxx-Xxxxx Certification.........................................................125
SECTION 13.10. Indemnification......................................................................126
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EXHIBITS
Exhibit A: Form of Class A Certificate..........................................................A-1
Exhibit B: Form of Class M Certificate..........................................................B-1
Exhibit C: Form of Class B Certificate..........................................................C-1
Exhibit D-1: Form of Class AR Certificate.......................................................D-1-1
Exhibit D-2: Form of Class AR-L Certificate.....................................................D-2-1
Exhibit E: Form of Class P Certificate..........................................................E-1
Exhibit F: Form of Class X Certificate..........................................................F-1
Exhibit G: Form of Reverse of Certificates......................................................G-1
Exhibit H-1: Form of Servicer Information.......................................................H-1-1
Exhibit H-2: Reporting Data for Defaulted Loans.................................................H-2-1
Exhibit H-3: Form of Realized Loss Calculation..................................................H-3-1
Exhibit I-1: Form of Trust Receipt and Initial Certification....................................I-1-1
Exhibit I-2: Form of Trust Receipt and Subsequent Certification.................................I-2-1
Exhibit J: Form of Trust Receipt and Final Certification........................................J-1
Exhibit K: Form of Request for Release..........................................................K-1
Exhibit L: Form of Transferor Certificate.......................................................L-1
Exhibit M-1: Form of Investment Letter..........................................................M-1-1
Exhibit M-2: Form of Rule 144A Letter...........................................................M-2-1
Exhibit M-3: Form of Regulation S Letter........................................................M-3-1
Exhibit N: Form of Transferee Affidavit and Agreement...........................................N-1
Exhibit O: Form of Transfer Certificate.........................................................O-1
Exhibit P: Form of SPS Mortgage Loans Report....................................................P-1
Exhibit Q: Form of SPS Foreclosure Settlement Statement.........................................Q-1
Exhibit R: Relevant Servicing Criteria..........................................................R-1
Exhibit S: Additional Form 10-D Disclosure......................................................S-1
Exhibit T: Form of Monthly Statement to Certificateholders......................................T-1
Exhibit U: Form 8-K Disclosure Information .....................................................U-1
Exhibit V: Form of Back-Up Certification .......................................................V-1
Exhibit W: Additional Disclosure Notification ..................................................W-1
Exhibit X: Form of Subsequent Transfer Agreement ...............................................X-1
Exhibit Y: Additional Form 10-K Disclosure .....................................................Y-1
Exhibit Z: Form of Certification Regarding Substitution of Defective Mortgage
Loans ...............................................................................Z-1
SCHEDULES
Schedule I: Mortgage Loan Schedule...............................................................I-1
Schedule IIA: Representations and Warranties of Seller - DLJMC...................................IIA-1
Schedule IIB: Representations and Warranties of Servicer, Special Servicer and
Modification Oversight Agent - SPS.................................................IIC-1
Schedule IIC: Representations and Warranties of Servicer - Xxxxx Fargo...........................IID-1
Schedule IID: Representations and Warranties of Servicer - GreenPoint............................IIE-1
Schedule IIE: Representations and Warranties of Servicer - WMMSC.................................IIF-1
Schedule III: Representations and Warranties of DLJMC - Mortgage Loans...........................III-1
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This is the STANDARD TERMS OF POOLING AND SERVICING AGREEMENT, dated as of February 1,
2007 (the "Standard Terms" and as incorporated by reference into a Series Supplement, the "Agreement"),
by and among the Depositor, the Seller(s), the Master Servicer, the Trust Administrator, the Special
Servicer, the Modification Oversight Agent, the Trustee and the Servicers that are party to the Series
Supplement. Capitalized terms used in this Agreement and not otherwise defined shall have the meanings
assigned to them in Article I below or, if not defined therein, in the applicable Series Supplement.
PRELIMINARY STATEMENT
The Depositor is the owner of the Trust Fund (other than certain of the Trust's rights
under Interest Rate Cap Agreements, Swap Agreements and rights to payments from the Supplemental
Interest Accounts, if applicable and as set forth in the Series Supplement) that is hereby conveyed to
the Trustee in return for the Certificates. The Trust Fund (exclusive of any entitlement to Assigned
Prepayment Premiums, Interest Rate Cap Agreements, Swap Agreements, the assets held in the Interest Rate
Cap Accounts, rights to payments from the Supplemental Interest Accounts, Prefunding Accounts,
Capitalized Interest Accounts and certain other assets, in each case if applicable and as set forth in
the Series Supplement) for federal income tax purposes shall consist of one or more REMICs as more
particularly set forth in the Series Supplement.
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the Depositor, the
Seller(s), the Master Servicer, the Servicers, the Special Servicer, the Modification Oversight Agent,
the Trustee and the Trust Administrator agree as follows:
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ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meanings; provided, however, that if any such term is also
defined in the Series Supplement, then such term shall have the meaning given such term in the Series
Supplement:
1933 Act: The Securities Act of 1933, as amended.
Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage
servicing practices of prudent mortgage lending institutions which service mortgage loans of the same
type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located.
Accountant's Attestation: The attestation required from an Accountant pursuant to
Section 13.08.
Accrual Period: As defined in the Series Supplement.
Additional Data Remittance Date: With respect to any Distribution Date and (i) the
Master Servicer and the Servicers (other than WMMSC and Xxxxx Fargo), no later than 12:00 noon (New York
City time), five Business Days prior to such Distribution Date and (ii) Xxxxx Fargo, no later than five
Business Days prior to such Distribution Date.
Additional Disclosure Notification: As defined in Section 13.02.
Additional Form 10-D Disclosure: As defined in Section 13.02.
Additional Form 10-K Disclosure: As defined in Section 13.03.
Additional Servicer: Each affiliate of the Depositor that Services any of the
Mortgage Loans and each Person who is not an affiliate of the Depositor, who Services 10% or more of the
Mortgage Loans (measured by aggregate Stated Principal Balance of the Mortgage Loans, annually at the
commencement of the calendar year prior to the year in which an Item 1123 Certificate is required to the
delivered). For clarification purposes, the Master Servicer and the Trust Administrator are Additional
Servicers.
Adjustment Date: With respect to each adjustable-rate Mortgage Loan, each adjustment
date on which the Mortgage Rate thereon changes pursuant to the related Mortgage Note. The first
Adjustment Date following the Cut-off Date as to each such Mortgage Loan is set forth in the Mortgage
Loan Schedule.
Advance: With respect to any Non-Designated Mortgage Loan and any Distribution Date,
any payment required to be made by a Servicer, the Master Servicer or the Trust Administrator, as
applicable, with respect to such Distribution Date pursuant to Section 5.01.
With respect to any Designated Mortgage Loan and any Distribution Date, the payment
required to be made by (i) the related Designated Servicer as defined in the Series Supplement or
(ii) the Master Servicer with respect to such Distribution Date pursuant to Section 3.20(b) of this
Agreement.
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Adverse REMIC Event: As defined in Section 2.07(f).
Aggregate Loan Group Balance: With respect to any Loan Group and as of any date of
determination, will be equal to the aggregate Stated Principal Balance of the Mortgage Loans in such
Loan Group as of the first day of the month of such date of determination, plus, with respect to any
Prefunded Loan Group, the amount on deposit in the related Prefunding Account as of the first day of
such month.
Aggregate Related Pass-Through Collateral Balance: With respect to any date of
determination and any Related Pass-Through Loan Groups, the sum of the Aggregate Loan Group Balances for
all such Related Pass-Through Loan Groups as of such date of determination.
Aggregate Subsequent Transfer Amount: With respect to any Subsequent Transfer Date,
the aggregate Stated Principal Balances as of the applicable Cut-off Date of the Subsequent Mortgage
Loans conveyed on such Subsequent Transfer Date, as listed on the revised Mortgage Loan Schedule
delivered pursuant to Section 2.01(e); provided, however, that such amount shall not exceed the amount
on deposit in the related Prefunding Account.
Agreement: With respect to any Series, this Standard Terms together with the Series
Supplement, including all amendments or supplements thereto.
Ancillary Income: All income derived from the Non-Designated Mortgage Loans, other
than Servicing Fees, including but not limited to, late charges, Prepayment Premiums (other than
Assigned Prepayment Premiums), fees received with respect to checks or bank drafts returned by the
related bank for non-sufficient funds, assumption fees, optional insurance administrative fees and all
other incidental fees and charges, and only with respect to SPS, any Qualified Substitute Mortgage Loan
Excess Interest with respect to any Qualified Substitute Mortgage Loan for which a payment has been
received or advanced during the related Collection Period.
Applied Loss Amount: With respect to any Distribution Date and each Floater Loan
Group, the excess, if any, of (i) the aggregate Class Principal Balances of the related Floater
Certificates (other than the related Notional Amount Certificates), after giving effect to all Realized
Losses with respect to the Mortgage Loans in such Floater Loan Group during the Collection Period for
such Distribution Date and payments of principal on such Distribution Date over (ii) the Aggregate Loan
Group Balance for such Floater Loan Group for such Distribution Date.
Appraised Value: The appraised value of the Mortgaged Property based upon the
appraisal made for the originator at the time of the origination of the related Mortgage Loan or the
sales price of the Mortgaged Property at the time of such origination, whichever is less, or (i) with
respect to any Mortgage Loan that represents a refinancing other than a Streamlined Mortgage Loan, the
lower of the appraised value at origination or the appraised value of the Mortgaged Property based upon
the appraisal made at the time of such refinancing and (ii) with respect to any Streamlined Mortgage
Loan, the appraised value of the Mortgaged Property based upon the appraisal made in connection with the
origination of the mortgage loan being refinanced.
Assessment of Compliance: The certification required pursuant to Section 13.07.
Assigned Prepayment Premium: As defined in the Series Supplement.
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Assignment and Assumption Agreement: That certain assignment and assumption agreement
dated as of the Initial Cut-off Date, by and between DLJ Mortgage Capital, Inc., as assignor, and the
Depositor, as assignee, relating to the Mortgage Loans.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, the assignment
or mortgage of the related Proprietary Lease from the Mortgagor to the originator of the Cooperative
Loan.
Balloon Loan: Any Mortgage Loan that, by its terms, does not fully amortize the
principal balance thereof by its stated maturity and requires a payment at the stated maturity larger
than the monthly payments due thereunder.
Bankruptcy Code: The United States Bankruptcy Code, as amended from time to time (11
U.S.C. §§ 101 et seq.).
Bankruptcy Coverage Termination Date: The point in time at which the related
Bankruptcy Loss Coverage Amount has been reduced to zero.
Bankruptcy Loss: With respect to any Loan Group, Realized Losses on the Mortgage
Loans in that Loan Group incurred as a result of a Deficient Valuation or Debt Service Reduction.
Bankruptcy Loss Coverage Amount: With respect to any Related Pass-Through Loan Groups
and as of any Determination Date, the Bankruptcy Loss Coverage Amount shall equal the Initial Bankruptcy
Loss Coverage Amount for such Related Pass-Through Loan Groups as reduced by (i) the aggregate amount of
Bankruptcy Losses allocated to the related Subordinate Certificates since the Cut-off Date and (ii) any
permissible reductions in such Bankruptcy Loss Coverage Amount as evidenced by a letter of each Rating
Agency to the Trust Administrator to the effect that any such reduction will not result in a
downgrading, or otherwise adversely affect, of the then current ratings assigned to the related Classes
of Certificates rated by it.
Basis Risk Shortfall: As defined in the Series Supplement.
Beneficial Holder: A Person holding a beneficial interest in any Certificate through
a Participant or an Indirect Participant or a Person holding a beneficial interest in any Definitive
Certificate.
Book-Entry Certificates: Any Certificate held in "book-entry" form through the
facilities of the Depository.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on which
banking institutions in New York or the state in which the office of the Master Servicer or any Servicer
or the Corporate Trust Office of the Trustee or Trust Administrator are located and are authorized or
obligated by law or executive order to be closed.
Capitalization Reimbursement Amount: For any Distribution Date and any Loan Group,
the aggregate of the amounts added to the Stated Principal Balances of the Mortgage Loans in such Loan
Group during the preceding calendar month representing reimbursements to a Servicer on or prior to such
Distribution Date in connection with the modification of such Mortgage Loan pursuant to Section 3.05.
Capitalized Interest Account: The separate Eligible Account designated as such and
created and maintained by the Trust Administrator pursuant to Section 3.05(h) hereof. The Capitalized
Interest Account shall be treated as an "outside reserve fund" under applicable Treasury regulations and
shall not be part of any REMIC. Except as provided in Section 3.05(h) hereof, any investment earnings
on the Capitalized Interest Account shall be treated as owned by the Depositor and will be taxable to
the Depositor.
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Capitalized Interest Deposit: As defined in the Series Supplement.
Capitalized Interest Distribution: With respect to each Capitalized Interest Account
and each of the first three Distribution Dates, an amount equal to 30 days of interest (based on a
360-day year) on the aggregate amount on deposit in the related Prefunding Account at the end of the
related Collection Period accruing at a per annum rate equal to the weighted average of the Net Mortgage
Rates of the Mortgage Loans in the related Prefunded Loan Group as of the first day of the related
Collection Period. If any REMIC is unable to pay the REMIC Regular Interests their stated pass-through
rates due to an insufficiency in the related Capitalized Interest Distribution, the Depositor will
contribute any amounts to such REMIC as necessary to pay the REMIC Regular Interests their stated
pass-through rates.
Capitalized Interest Release Amount: With respect to each Capitalized Interest
Account and each of the first three Distribution Dates, an amount equal to the excess of (a) the amount
remaining on deposit in such Capitalized Interest Account on such Distribution after distribution of the
Capitalized Interest Distribution for such Distribution Date, over (b) the Capitalized Interest
Requirement for such Distribution Date.
Capitalized Interest Requirement: With respect to each Capitalized Interest Account
and the first Distribution Date, an amount equal to 60 days of interest (based on a 360-day year)
accruing at the Capitalized Interest Requirement Rate for such Distribution Date on the aggregate amount
on deposit in the related Prefunding Account at the end of the related Collection Period and with
respect to each Capitalized Interest Account and the second Distribution Date, an amount equal to 30
days of interest (based on a 360-day year) accruing at the Capitalized Interest Requirement Rate for
such Distribution Date on the aggregate amount on deposit in the related Prefunding Account at the end
of the related Collection Period. With respect to each Capitalized Interest Account and the third
Distribution Date and any Distribution Date thereafter, zero.
Capitalized Interest Requirement Rate: With respect to each Capitalized Interest
Account and the first two Distribution Dates, a per annum rate equal to the sum of (i) the Certificate
Index for such Distribution Date, (ii) the weighted average of the Certificate Margins of the LIBOR
Certificates related to the related Prefunded Loan Group for such Distribution Date, (iii) the weighted
average of the Expense Fee Rates of the Mortgage Loans in the related Prefunded Loan Group for such
Distribution Date and (iv) with respect to each Capitalized Interest Account and the first Distribution
Date, 0.35% and with respect to each Capitalized Interest Account and the second Distribution Date,
0.70%.
Cash Remittance Date: With respect to any Distribution Date and (A) GreenPoint and
SPS, by 1:00 p.m. (New York City time) on the 7th calendar day preceding such Distribution Date, or if
such 7th calendar day is not a Business Day, the Business Day immediately preceding such 7th calendar
day, (B) WMMSC, by 12:00 noon (New York City time) on the Business Day immediately preceding such
Distribution Date, (C) Xxxxx Fargo and the Designated Servicers, by 4:00 p.m. (New York City time) on
the 18th calendar day of the month in which such Distribution Date occurs, or if such 18th calendar day
is not a Business Day, the Business Day immediately following such 18th calendar day, and (D) the Master
Servicer, by 1:00 p.m. (New York City time) two Business Days preceding such Distribution Date.
Certificate: Any Certificates executed and authenticated by the Trust Administrator
on behalf of the Trustee for the benefit of the Certificateholders in substantially the form or forms
attached as Exhibits A through G hereto.
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Certificate Account: The separate Eligible Account created and maintained with the
Trust Administrator, or any other bank or trust company acceptable to the Rating Agencies which is
incorporated under the laws of the United States or any state thereof pursuant to Section 3.05, which
account shall bear a designation clearly indicating that the funds deposited therein are held in trust
for the benefit of the Trust Administrator, as agent for the Trustee, on behalf of the
Certificateholders or any other account serving a similar function acceptable to the Rating Agencies.
Funds in the Certificate Account may (i) be held uninvested without liability for interest or
compensation thereon or (ii) be invested at the direction of the Trust Administrator in Eligible
Investments and reinvestment earnings thereon (net of investment losses) shall be paid to the Trust
Administrator. Funds deposited in the Certificate Account (exclusive of the amounts permitted to be
withdrawn pursuant to Section 3.08(b)) shall be held in trust for the Certificateholders.
Certificate Balance: With respect to any Certificate (other than a Notional Amount
Certificate) at any date, the maximum dollar amount of principal to which the Holder thereof is then
entitled hereunder, such amount being equal to the Denomination thereof (i) minus all distributions of
principal and allocations of Realized Losses, including Excess Losses or Applied Loss Amounts, as
applicable, previously made or allocated with respect thereto pursuant to Section 4.02 and (ii) plus the
amount of any increase to the Certificate Balance of such Certificate pursuant to Section 4.03.
Certificateholder or Holder: The Person in whose name a Certificate is registered in
the Certificate Register.
Certificate Index: With respect to each Distribution Date and the LIBOR Certificates,
the rate for one month United States dollar deposits quoted on Telerate Page 3750 as of 11:00 a.m.
(London time) on the related Interest Determination Date relating to each Class of LIBOR Certificates.
If such rate does not appear on such page (or such other page as may replace that page on that service,
or if such service is no longer offered, such other service for displaying one month LIBOR or comparable
rates as may be reasonably selected by the Trust Administrator after consultation with DLJMC), the rate
will be the related Reference Bank Rate. If no such quotations can be obtained and no related Reference
Bank Rate is available, the Certificate Index with respect to the LIBOR Certificates will be the
Certificate Index applicable to such Certificates on the preceding Distribution Date.
On the Interest Determination Date immediately preceding each Distribution Date, the
Trust Administrator shall determine each Certificate Index for the Accrual Period commencing on such
Distribution Date and inform the Master Servicer of such rate.
Certificate Margin: As defined in the Series Supplement.
Certificate Register: The register maintained pursuant to Section 6.02(a) hereof.
Certification Parties: As defined in Section 13.09.
Certification Person: As defined in Section 13.09.
Class: All Certificates bearing the same class designation as set forth in the Series
Supplement.
Class A Certificates: As defined in the Series Supplement.
Class C-B Certificates: As defined in the Series Supplement.
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Class Interest Shortfall: With respect to any Distribution Date and Class of
Pass-Through Certificates, the amount by which the amount described in clause (i) of the definition of
Interest Distribution Amount for such Class, exceeds the amount of interest actually distributed on such
Class on such Distribution Date.
Class Principal Balance: With respect to any Class of Certificates (other than the
Notional Amount Certificates) and as to any date of determination, the aggregate of the Certificate
Balances of all Certificates of such Class as of such date.
Class Unpaid Interest Amounts: With respect to any Distribution Date and Class of
interest bearing Pass-Through Certificates, the amount by which the aggregate Class Interest Shortfalls
for such Class on prior Distribution Dates exceeds the amount distributed on such Class on prior
Distribution Dates pursuant to clause (ii) of the definition of Interest Distribution Amount.
Clearing Agency: An organization registered as a "clearing agency" pursuant to
Section 17A of the Securities Exchange Act of 1934, as amended, which initially shall be DTC, the nominee
of which is Cede & Co., as the registered Holder of the Book-Entry Certificates. The Clearing Agency
shall at all times be a "clearing corporation" as defined in Section 8 102(a)(5) of the Uniform
Commercial Code of the State of New York.
Closing Date: As defined in the Series Supplement.
Code: The Internal Revenue Code of 1986, as amended.
Collection Account: The accounts established and maintained by each Servicer in
accordance with Section 3.05.
Collection Period: With respect to each Distribution Date, the period commencing on
the second day of the month preceding the month of the Distribution Date and ending on the first day of
the month of the Distribution Date.
Commission: The U.S. Securities and Exchange Commission.
Compensating Interest Payment: For any Distribution Date and WMMSC, the least of
(i) the sum of (a) one twelfth (1/12th) of 0.04% of the aggregate Stated Principal Balance of the WMMSC
Serviced Mortgage Loans, as of the Due Date in the month of such Distribution Date, (b) Payoff Earnings
in respect of the WMMSC Serviced Mortgage Loans for such Distribution Date and (c) aggregate Payoff
Interest in respect of the WMMSC Serviced Mortgage Loans for such Distribution Date, (ii) the aggregate
Prepayment Interest Shortfall allocable to Payoffs for the WMMSC Serviced Mortgage Loans and
(iii) one-twelfth (1/12th) of 0.125% of the aggregate Stated Principal Balance of the WMMSC Serviced
Mortgage Loans.
For any Distribution Date and each Servicer other than WMMSC, the lesser of (i) the
aggregate Servicing Fee payable to such Servicer for such Distribution Date in respect of the Mortgage
Loans serviced by such Servicer and (ii) the aggregate Prepayment Interest Shortfall allocable to
Payoffs and Curtailments for such Distribution Date in respect of the Mortgage Loans serviced by such
Servicer.
For any Distribution Date and the Master Servicer, the excess of (i) the aggregate
Compensating Interest Payments required to be remitted by the Servicers pursuant to this Agreement and
Designated Servicers pursuant to their respect Designated Servicing Agreements, in each case relating to
such Distribution Date over (ii) the aggregate Compensating Interest Payments actually remitted by the
Servicers and Designated Servicers for such Distribution Date.
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Conforming Loans: As defined in the Series Supplement.
Controlling Person: With respect to any Person, any other Person who "controls" such
Person within the meaning of the Securities Act.
Cooperative Corporation: With respect to any Cooperative Loan, the cooperative
apartment corporation that holds legal title to the related Cooperative Property and grants occupancy
rights to units therein to stockholders through Proprietary Leases or similar arrangements.
Cooperative Lien Search: A search for (a) federal tax liens, mechanics' liens, lis
pendens, judgments of record or otherwise against (i) the Cooperative Corporation and (ii) the seller of
the Cooperative Unit, (b) filings of Financing Statements and (c) the deed of the Cooperative Property
into the Cooperative Corporation.
Cooperative Loan: A Mortgage Loan that is secured by a first lien on and a perfected
security interest in Cooperative Shares and the related Proprietary Lease granting exclusive rights to
occupy the related Cooperative Unit in the building owned by the related Cooperative Corporation.
Cooperative Property: With respect to any Cooperative Loan, all real property and
improvements thereto and rights therein and thereto owned by a Cooperative Corporation including without
limitation the land, separate dwelling units and all common elements.
Cooperative Shares: With respect to any Cooperative Loan, the shares of stock issued
by a Cooperative Corporation and allocated to a Cooperative Unit and represented by stock certificates.
Cooperative Unit: With respect to any Cooperative Loan, a specific unit in a
Cooperative Property.
Corporate Trust Office: As defined in the Series Supplement.
Counterparty: The Swap Counterparty or Interest Rate Cap Counterparty, as applicable.
Curtailment: Any payment of principal on a Mortgage Loan, made by or on behalf of the
related Mortgagor, other than a Scheduled Payment, a prepaid Scheduled Payment or a Payoff, which is
applied to reduce the outstanding Stated Principal Balance of the Mortgage Loan.
Custodial Agreement: An agreement among a custodian, the Trustee and if applicable,
the Trust Administrator, pursuant to which such custodian agrees to hold any of the documents or
instruments referred to in Section 2.01 of this Agreement as agent for the Trustee.
Custodian: A custodian which is appointed pursuant to a Custodial Agreement. Any
Custodian so appointed shall act as agent on behalf of the Trustee, and shall be compensated by the
Trust Administrator, if applicable, or as otherwise specified therein. The Series Supplement will set
forth the initial Custodian(s).
Cut-off Date: For any Initial Mortgage Loan, the Initial Cut-off Date and for any
Subsequent Mortgage Loan, the applicable Subsequent Cut-off Date.
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Cut-off Date Principal Balance: With respect to any Mortgage Loan, the Stated
Principal Balance thereof as of the close of business on the Cut-off Date.
Data Remittance Date: With respect to any Distribution Date and (A) each Servicer
other than WMMSC, the 10th calendar day of the month in which such Distribution Date occurs, or if such
10th day is not a Business Day, the Business Day immediately following such 10th day or (B) WMMSC, no
later than 12:00 noon (New York City time) on the day that is five Business Days before such
Distribution Date.
Debt Service Reduction: With respect to a Mortgage Loan in a Pass-Through Loan Group,
a reduction by a court of competent jurisdiction in a proceeding under the Bankruptcy Code in the
Scheduled Payment for such Mortgage Loan which became final and non appealable, except such a reduction
resulting from a Deficient Valuation or any reduction that results in a permanent forgiveness of
principal.
Debt Service Reduction Mortgage Loan: Any Mortgage Loan that became the subject of a
Debt Service Reduction.
Deficient Valuation: With respect to any Mortgage Loan in a Pass-Through Loan Group, a
valuation by a court of competent jurisdiction of the Mortgaged Property in an amount less than the then
outstanding indebtedness under the Mortgage Loan, or that results in a permanent forgiveness of
principal, which valuation in either case results from a proceeding under the Bankruptcy Code.
Definitive Certificate: As defined in Section 6.07.
Deleted Mortgage Loan: As defined in Section 2.03.
Delinquency Rate: With respect to a Floater Loan Group and any month, the fraction,
expressed as a percentage, the numerator of which is the aggregate outstanding principal balance of all
Mortgage Loans in such Floater Loan Group which are 60 or more days delinquent (including all
foreclosures, bankruptcies and REO Properties) as of the close of business on the last day of such
month, and the denominator of which is the Aggregate Loan Group Balance for such Floater Loan Group as of
the close of business on the last day of such month.
Denomination: With respect to each Certificate, the amount set forth on the face
thereof as the "Initial Certificate Balance of this Certificate" or the "Initial Notional Amount of this
Certificate" or, if neither of the foregoing, the percentage interest appearing on the face thereof.
Deposit Amount: As defined in the Series Supplement.
Depositor: Credit Suisse First Boston Mortgage Securities Corp., a Delaware
corporation, or its successor in interest.
Depository Agreement: The Letter of Representation dated as of the Closing Date by
and among DTC, the Depositor and the Trustee (or the Trust Administrator for the benefit of the Trustee).
Designated Mortgage Loans: As defined in the Series Supplement.
Designated Servicer: As defined in the Series Supplement.
Designated Servicing Agreement: As defined in the Series Supplement.
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Determination Date: With respect to each Distribution Date and (i) each Servicer
(other than Xxxxx Fargo), the 10th day of the calendar month in which such Distribution Date occurs or,
if such 10th day is not a Business Day, the Business Day immediately succeeding such Business Day and
(ii) Xxxxx Fargo, the Business Day immediately preceding the related Cash Remittance Date.
Disqualified Organization: Any organization defined as a "disqualified organization"
under Section 860E(e)(5) of the Code, which includes any of the following: (i) the United States, any
State or political subdivision thereof, any possession of the United States, or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for the FHLMC, a majority of its board of directors is not
selected by such governmental unit), (ii) a foreign government, any international organization, or any
agency or instrumentality of any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of
the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income),
(iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an
"electing large partnership" within the meaning of Section 775 of the Code, and (vi) any other Person so
designated by the Trust Administrator based upon an Opinion of Counsel that the holding of an Ownership
Interest in a Residual Certificate by such Person may cause any REMIC formed hereby or any Person having
an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any
federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an
Ownership Interest in a Residual Certificate to such Person. The terms "United States," "State" and
"international organization" shall have the meanings set forth in Section 7701 of the Code or successor
provisions.
Distribution Date: The 25th day of any month, or if such 25th day is not a Business
Day, the Business Day immediately following such 25th day, commencing in the month following the month
of the Initial Cut-off Date.
DLJMC: DLJ Mortgage Capital, Inc., a Delaware corporation, and its successors and
assigns.
DTC: The Depository Trust Company.
Due Date: With respect to each Mortgage Loan and any Distribution Date, the date on
which Scheduled Payments on such Mortgage Loan are due which is either the first day of the month of
such Distribution Date, or if Scheduled Payments on such Mortgage Loan are due on a day other than the
first day of the month, the date in the calendar month immediately preceding the Distribution Date on
which such Scheduled Payments are due, exclusive of any days of grace.
Economic Residual Floater Certificates: As defined in the Series Supplement.
Eligible Account: Either (i) an account or accounts maintained with a federal or
state chartered depository institution or trust company acceptable to the Rating Agencies or (ii) an
account or accounts the deposits in which are insured by the FDIC to the limits established by such
corporation, provided that any such deposits not so insured shall be maintained in an account at a
depository institution or trust company whose commercial paper or other short term debt obligations (or,
in the case of a depository institution or trust company which is the principal subsidiary of a holding
company, the commercial paper or other short term debt obligations of such holding company) have been
rated by each Rating Agency in its highest short term rating category, or (iii) a segregated trust
account or accounts (which shall be a "special deposit account") maintained with the Trustee, the Trust
Administrator or any other federal or state chartered depository institution or trust company, acting in
its fiduciary capacity, in a manner acceptable to the Trustee, the Trust Administrator and the Rating
Agencies. Eligible Accounts may bear interest.
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Eligible Institution: An institution having the highest short term debt rating, and
one of the two highest long term debt ratings of the Rating Agencies or the approval of the Rating
Agencies.
Eligible Investments: Any one or more of the obligations and securities listed below:
1. direct obligations of, and obligations fully guaranteed by, the United States of
America, or any agency or instrumentality of the United States of America the obligations of
which are backed by the full faith and credit of the United States of America; or obligations
fully guaranteed by, the United States of America; the FHLMC, FNMA, the Federal Home Loan Banks
or any agency or instrumentality of the United States of America rated AA (or the equivalent)
or higher by the Rating Agencies;
2. federal funds, demand and time deposits in, certificates of deposits of, or
bankers' acceptances issued by, any depository institution or trust company incorporated or
organized under the laws of the United States of America or any state thereof and subject to
supervision and examination by federal and/or state banking authorities, so long as at the time
of such investment or contractual commitment providing for such investment the commercial paper
or other short term debt obligations of such depository institution or trust company (or, in
the case of a depository institution or trust company which is the principal subsidiary of a
holding company, the commercial paper or other short term debt obligations of such holding
company) are rated in one of two of the highest ratings by each of the Rating Agencies, and the
long term debt obligations of such depository institution or trust company (or, in the case of
a depository institution or trust company which is the principal subsidiary of a holding
company, the long term debt obligations of such holding company) are rated in one of two of the
highest ratings, by each of the Rating Agencies;
3. repurchase obligations with a term not to exceed 30 days with respect to any
security described in clause (i) above and entered into with a depository institution or trust
company (acting as a principal) in the highest rated category by the Rating Agencies; provided,
however, that collateral transferred pursuant to such repurchase obligation must be of the type
described in clause (i) above and must (A) be valued daily at current market price plus accrued
interest, (B) pursuant to such valuation, be equal, at all times, to 105% of the cash
transferred by the Trustee or the Trust Administrator in exchange for such collateral, and (C)
be delivered to the Trustee or the Trust Administrator or, if the Trustee or the Trust
Administrator, as applicable, is supplying the collateral, an agent for the Trustee or the
Trust Administrator, in such a manner as to accomplish perfection of a security interest in the
collateral by possession of certificated securities;
4. securities bearing interest or sold at a discount issued by any corporation
incorporated under the laws of the United States of America or any state thereof which has a
long term unsecured debt rating in the highest available rating category of each of the Rating
Agencies at the time of such investment;
5. commercial paper having an original maturity of less than 365 days and issued by
an institution having a short term unsecured debt rating in the highest available rating
category of each of the Rating Agencies that rates such securities, at the time of such
investment;
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6. a guaranteed investment contract approved by each of the Rating Agencies and
issued by an insurance company or other corporation having a long term unsecured debt rating in
the highest available rating category of each of the Rating Agencies at the time of such
investment;
7. money market funds (which may be 12b-1 funds as contemplated under the rules
promulgated by the Securities and Exchange Commission under the Investment Company Act of 1940)
having ratings in the highest available rating category of Xxxxx'x and one of the two highest
available rating categories of S&P at the time of such investment (any such money market funds
which provide for demand withdrawals being conclusively deemed to satisfy any maturity
requirements for Eligible Investments set forth herein) including money market funds of the
Master Servicer, a Servicer, the Trustee or the Trust Administrator and any such funds that are
managed by the Master Servicer, a Servicer, the Trustee or the Trust Administrator or their
respective Affiliates or for the Master Servicer, a Servicer, the Trustee or the Trust
Administrator or any Affiliate of such Person acts as advisor, as long as such money market
funds satisfy the criteria of this subparagraph 7; and
8. such other investments the investment in which will not, as evidenced by a letter
from each of the Rating Agencies, result in the downgrading or withdrawal of the Ratings of the
Certificates;
provided, however, that no such instrument shall be an Eligible Investment if such instrument
evidences either (i) a right to receive only interest payments with respect to the obligations
underlying such instrument, or (ii) both principal and interest payments derived from
obligations underlying such instrument and the principal and interest payments with respect to
such instrument provide a yield to maturity of greater than 120% of the yield to maturity at
par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA-Qualifying Underwriting: A best efforts or firm commitment underwriting or
private placement that meets the requirements (without regard to the ratings requirements) of an
Underwriter's Exemption.
ERISA Restricted Certificate: As defined in the Series Supplement.
Escrow Account: The separate account or accounts created and maintained by a Servicer
pursuant to Section 3.06.
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground
rents, taxes, mortgage insurance premiums, fire and hazard insurance premiums, and any other payments
required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage, applicable law or
any other related document.
Event of Default: As defined in Section 8.01 hereof.
Excess Loss: The amount of any (i) Fraud Loss on a Mortgage Loan in a Pass-Through
Loan Group in excess of the related Fraud Loss Coverage Amount realized after the related Fraud Loss
Coverage Termination Date, (ii) Special Hazard Loss on a Mortgage Loan in a Pass-Through Loan Group in
excess of the related Special Hazard Loss Coverage Amount realized after the related Special Hazard
Coverage Termination Date or (iii) Bankruptcy Loss on a Mortgage Loan in a Pass-Through Loan Group in
excess of the related Bankruptcy Loss Coverage Amount realized after the related Bankruptcy Coverage
Termination Date.
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Exchangeable Certificates: As defined in the Series Supplement.
Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder.
Expense Fee Rate: As to each Mortgage Loan, the sum of the related Servicing Fee
Rate, the Trust Administrator Fee Rate, if applicable, and the rate at which the premium on a Lender
Paid Mortgage Guaranty Insurance Policy is calculated, if applicable.
Expense Fees: As to each Mortgage Loan and Distribution Date, the sum of the related
Servicing Fee, the Trust Administrator Fee, if applicable, and any premium on any Lender Paid Mortgage
Guaranty Insurance Policy, if applicable.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
Federal Funds Rate: The interest rate at which depository institutions lend balances
at the Federal Reserve to the depository institutions overnight.
FHLMC: The Federal Home Loan Mortgage Corporation, a corporate instrumentality of the
United States created and existing under Title III of the Emergency Home Finance Act of 1970, as
amended, or any successor thereto.
Financing Statement: A financing statement, as applicable, filed pursuant to the
Uniform Commercial Code to perfect a security interest in the Cooperative Shares and Pledge Instruments.
Floater Certificates: As defined in the Series Supplement.
Floater Loan Group: As defined in the Series Supplement.
FNMA: The Federal National Mortgage Association, a federally chartered and privately
owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or
any successor thereto.
Form 8-K Disclosure Information: As defined in Section 13.04.
Fraud Loan: A Liquidated Mortgage Loan in a Pass-Through Loan Group as to which a
Fraud Loss has occurred.
Fraud Loss Coverage Amount: With respect to any Related Pass-Through Loan Groups and
as of any Determination Date, initially, an amount equal to the Initial Fraud Loss Coverage Amount for
such Related Pass-Through Loan Groups, subject to reduction from time to time by the amount of Fraud
Losses allocated to the related Subordinate Certificates. In addition, (a) on each anniversary prior to
the fifth anniversary of the Cut-off Date, the Fraud Loss Coverage Amount for such Related Pass-Through
Loan Groups will be reduced to an amount equal to the lesser of (A) 2.00% of the Aggregate Related
Pass-Through Collateral Balance for such Related Pass-Through Loan Groups as of such date, and (B) the
excess of the Fraud Loss Coverage Amount for such Related Pass-Through Loan Groups as of the preceding
anniversary of the Initial Cut-off Date (or with respect to the first anniversary, the Initial Fraud
Loss Coverage Amount) over the cumulative amount of Fraud Losses on the Mortgage Loans in the Related
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Pass-Through Loan Groups allocated to the related Subordinate Certificates since such preceding
anniversary of the Initial Cut-off Date or the Initial Cut-off Date, as applicable, and (b) on the fifth
anniversary of the Initial Cut-off Date, zero. Any Fraud Loss Coverage Amount may be reduced below the
amount set forth above for any Distribution Date with the consent of the Rating Agencies as evidenced by
a letter of each Rating Agency to the Trust Administrator to the effect that any such reduction will not
result in a downgrading of the current ratings assigned to such Classes of Certificates rated by it.
Fraud Loss Coverage Termination Date: The point in time at which the applicable Fraud
Loss Coverage Amount has been reduced to zero.
Fraud Losses: Realized Losses on the Liquidated Mortgage Loans in the Pass-Through
Loan Groups as to which a loss is sustained by reason of a default arising from fraud, dishonesty or
misrepresentation in connection with the related Mortgage Loan, including a loss by reason of the denial
of coverage under any related Mortgage Guaranty Insurance Policy because of such fraud, dishonesty or
misrepresentation.
GreenPoint: GreenPoint Mortgage Funding, Inc., a New York corporation, and its
successors and assigns.
GreenPoint Serviced Mortgage Loans: The Mortgage Loans identified as such on the
Mortgage Loan Schedule, for which GreenPoint is the applicable Servicer.
Gross Margin: With respect to any adjustable-rate Mortgage Loan, the fixed percentage
amount set forth in the related Mortgage Note and the Mortgage Loan Schedule that is added to the Index
on each Adjustment Date in accordance with the terms of the related Mortgage Note to determine the new
Mortgage Rate for such Mortgage Loan.
Index: With respect to any adjustable-rate Mortgage Loan and each related Adjustment
Date, the index as specified in the related Mortgage Note.
Indirect Participants: Entities, such as banks, brokers, dealers and trust companies,
that clear through or maintain a custodial relationship with a Participant, either directly or
indirectly.
Initial Bankruptcy Loss Coverage Amount: As defined in the Series Supplement.
Initial Class Principal Balance: As defined in the Series Supplement.
Initial Cut-off Date: As defined in the Series Supplement.
Initial Fraud Loss Coverage Amount: As defined in the Series Supplement.
Initial Mortgage Loans: The initial Mortgage Loans conveyed by the Depositor to the
Trust Fund pursuant to Section 2.01 hereof on the Closing Date, which are listed on the Mortgage Loan
Schedule on such date.
Initial Special Hazard Loss Coverage Amount: As defined in the Series Supplement.
Insurance Policy: With respect to any Mortgage Loan included in the Trust Fund, any
Mortgage Guaranty Insurance Policy, any standard hazard insurance policy, flood insurance policy or
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title insurance policy, including all riders and endorsements thereto in effect, including any
replacement policy or policies for any Insurance Policies.
Insurance Proceeds: Proceeds of any primary mortgage guaranty insurance policies,
including, without limitation, any other Insurance Policies with respect to the Mortgage Loans, to the
extent such proceeds are not applied to the restoration of the related Mortgaged Property or released to
the Mortgagor in accordance with the related Servicer's or Designated Servicer's normal servicing
procedures.
Interest Determination Date: With respect to the LIBOR Certificates and for each
Accrual Period, the second LIBOR Business Day preceding the commencement of such Accrual Period.
Interest Rate Cap Account: As defined in the Series Supplement.
Interest Rate Cap Agreement: As defined in the Series Supplement.
Interest Rate Cap Counterparty: As defined in the Series Supplement.
Investment Account: The commingled account (which shall be commingled only with
investment accounts related to series of pass-through certificates with a class of certificates which
has a rating equal to the highest of the Ratings of the Certificates) maintained by WMMSC in the trust
department of the Investment Depository pursuant to Section 3.05. The Investment Account shall be an
Eligible Account.
Investment Depository: U.S. Bank National Association or another bank or trust
company designated from time to time by WMMSC. The Investment Depository shall at all times be an
Eligible Institution.
Lender Paid Mortgage Guaranty Insurance Policy: Any lender paid Mortgage Guaranty
Insurance Policy.
LIBOR Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on
which banking institutions in the State of New York or in the City of London, England are required or
authorized by law to be closed.
LIBOR Certificates: As defined in the Series Supplement.
Liquidated Mortgage Loan: With respect to any Distribution Date, a defaulted Mortgage
Loan (including any REO Property) which was liquidated in the calendar month preceding the month of such
Distribution Date and as to which a Servicer, has determined (with respect to the Non-Designated
Mortgage Loans, in accordance with this Agreement, or with respect to the Designated Mortgage Loans, in
accordance with the related Designated Servicing Agreement) that it has received all amounts it expects
to receive in connection with the liquidation of such Mortgage Loan, including the final disposition of
the related REO Property, whether from Insurance Proceeds, Liquidation Proceeds or otherwise.
Liquidation Expenses: Customary and reasonable "out of pocket" expenses incurred by a
Servicer (or the related Sub-Servicer) in connection with the liquidation of any defaulted Mortgage Loan
and not recovered by the related Servicer (or the related Sub-Servicer) under a Mortgage Guaranty
Insurance Policy for reasons other than such Servicer's failure to comply with Section 3.09 hereof, such
expenses including, without limitation, legal fees and expenses, any unreimbursed amount expended by a
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Servicer pursuant to Section 3.11 hereof respecting the related Mortgage and any related and
unreimbursed expenditures for real estate property taxes or for property restoration or preservation to
the extent not previously reimbursed under any hazard insurance policy for reasons other than such
Servicer's failure to comply with Section 3.11 hereof.
Liquidation Principal: With respect to any Distribution Date and a Loan Group, the
principal portion of Net Liquidation Proceeds received with respect to each Mortgage Loan in that Loan
Group, but not in excess of the principal balance of such Mortgage Loan, which became a Liquidated
Mortgage Loan (but not in excess of the principal balance thereof) during the preceding calendar month,
exclusive of the portion thereof, if any, attributable to Assigned Prepayment Premiums.
Liquidation Proceeds: Amounts, including Insurance Proceeds, received in connection
with the partial or complete liquidation of defaulted Mortgage Loans, whether through trustee's sale,
foreclosure sale or otherwise or amounts received in connection with any condemnation or partial release
of a Mortgaged Property related to a Mortgage Loan and any other proceeds received in connection with an
REO Property, other than Recoveries.
Loan Group: Any group of Mortgage Loans designated as a separate loan group in the
Series Supplement. Each Class of Certificates relate to one or more Loan Groups as designated in the
Series Supplement.
Loan-to-Value Ratio: As of any date and with respect to each Mortgage Loan, the
fraction, expressed as a percentage, the numerator of which is the Stated Principal Balance of such
Mortgage Loan at the date of determination and the denominator of which is the Appraised Value of the
related Mortgaged Property.
Lost Mortgage Note: Any Mortgage Note the original of which was permanently lost or
destroyed and has not been replaced.
Majority Servicer: With respect to any Optional Termination, the Servicer servicing
the largest percentage of Mortgage Loans in the Loan Group(s) to be purchased in such Optional
Termination (by Stated Principal Balance of outstanding Mortgage Loans on the Optional Termination Date)
which has notified the Trust Administrator of its intention to be the Terminating Entity of such Loan
Group(s) pursuant to Section 11.02(a).
Master Servicer: As defined in the Series Supplement.
Maturity Date: As defined in the Series Supplement.
Maximum Mortgage Rate: With respect to each adjustable-rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the maximum Mortgage Rate thereunder.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor thereto.
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS® System.
MERS® System: The system of recording transfers of mortgages electronically
maintained by MERS.
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MIN: The mortgage identification number for any MERS Mortgage Loan.
Minimum Mortgage Rate: With respect to each adjustable-rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the minimum Mortgage Rate thereunder.
Modification Oversight Agent: As defined in the Series Supplement.
MOM Loan: Any Mortgage Loan as to which MERS is acting as mortgagee, solely as
nominee for the originator of such Mortgage Loan and its successors and assigns.
Monthly Excess Interest: As defined in the Series Supplement.
Moody's: Xxxxx'x Investors Service, Inc. or any successor thereto.
Mortgage: With respect to a Mortgage Loan, the mortgage, deed of trust or other
instrument creating a first lien on a fee simple or leasehold estate securing a Mortgage Note.
Mortgaged Property: The underlying real property securing a Mortgage Loan or, with
respect to a Cooperative Loan, the related Cooperative Shares and Proprietary Lease.
Mortgage File: For each Mortgage Loan, the Trustee Mortgage File and the Servicer
Mortgage File.
Mortgage Guaranty Insurance Policy: Each policy of primary mortgage guaranty
insurance or any replacement policy therefor with respect to any Mortgage Loan.
Mortgage Loans: Such of the mortgage loans and cooperative loans (if any) transferred
and assigned to the Trustee pursuant to the provisions hereof as from time to time are held as a part of
the Trust Fund (including any REO Property), the mortgage loans so held being identified in the Mortgage
Loan Schedule, notwithstanding foreclosure or other acquisition of title of the related Mortgaged
Property. With respect to each Mortgage Loan that is a Cooperative Loan, if any, "Mortgage Loan" shall
include, but not be limited to, the related Mortgage Note, Security Agreement, Assignment of Proprietary
Lease, Recognition Agreement, Cooperative Shares and Proprietary Lease and, with respect to each
Mortgage Loan other than a Cooperative Loan, "Mortgage Loan" shall include, but not be limited to the
related Mortgages and the related Mortgage Notes.
Mortgage Loan Purchase Price: The price, calculated as set forth in Section 11.01, to
be paid in connection with the purchase of the Mortgage Loans pursuant to an Optional Termination of the
Trust Fund.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time to time amended by
the related Seller to reflect the addition of Qualified Substitute Mortgage Loans and the purchase of
Mortgage Loans pursuant to Sections 2.01, 2.02 or 2.03) transferred to the Trustee as part of the Trust
Fund and from time to time subject to this Agreement, attached to the Series Supplement as Schedule I,
setting forth the following information with respect to each Mortgage Loan and applicable Servicer by
Loan Group:
1. the Mortgage Loan identifying number;
2. a code indicating the type of Mortgaged Property and the occupancy status;
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3. a code indicating the Servicer of the Mortgage Loan;
4. the original months to maturity;
5. the Loan-to-Value Ratio at origination;
6. the combined Loan-to-Value Ratio at origination;
7. a code indicating the existence of a subordinate lien for the related mortgaged
property;
8. the related borrower's debt-to-income ratio at origination;
9. the related borrower's credit score at origination;
10. the Mortgage Rate as of the Cut-off Date;
11. the stated maturity date;
12. the amount of the Scheduled Payment as of the Cut-off Date;
13. the original principal amount of the Mortgage Loan;
14. 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;
15. the purpose of the Mortgage Loan (i.e., purchase, rate and term refinance,
equity take-out refinance);
16. a code indicating whether a Prepayment Premium is required to be paid in
connection with a prepayment of the Mortgage Loan and the term;
17. an indication whether the Mortgage Loan accrues interest at an adjustable
Mortgage Rate or a fixed Mortgage Rate;
18. the Index that is associated with such Mortgage Loan, if applicable;
19. the Gross Margin, if applicable;
20. the Periodic Rate Cap, if applicable;
21. the Minimum Mortgage Rate, if applicable;
22. the Maximum Mortgage Rate, if applicable;
23. the first Adjustment Date after the Cut-off Date, if applicable;
24. the Servicing Fee Rate;
25. the Expense Fee Rate;
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26. a code indicating whether the Mortgage Loan is covered under a borrower paid or
lender paid Primary Insurance Policy (and, if so, the name of the insurance carrier) and the rate at
which any lender paid Primary Insurance Policy premium is calculated, if applicable;
27. the Custodian for such Mortgage Loan; and
28. a code indicating whether the Mortgage Loan is a MERS Mortgage Loan and, if so,
its corresponding MIN.
With respect to the Mortgage Loans in the aggregate, each Mortgage Loan Schedule shall
set forth the following information, as of the Cut-off Date:
1. the number of Mortgage Loans;
2. the current aggregate principal balance of the Mortgage Loans as of the close
of business on the Cut-off Date, after deduction of payments of principal due on or before the Cut-off
Date whether or not collected; and
3. the weighted average Mortgage Rate of the Mortgage Loans.
Mortgage Note: The original executed note or other evidence of the indebtedness of a
Mortgagor under a Mortgage Loan.
Mortgage Rate: The annual rate of interest borne by a Mortgage Note.
Mortgagor: The obligor on a Mortgage Note.
Net Liquidation Proceeds: With respect to any Liquidated Mortgage Loan, the excess of
the related Liquidation Proceeds over the sum of Liquidation Expenses, Expense Fees, unreimbursed
Advances and Servicing Advances and related Excess Proceeds, if any.
Net Mortgage Rate: As to each Mortgage Loan, and at any time, the per annum rate
equal to the Mortgage Rate for such Mortgage Loan less the related Expense Fee Rate.
Net Swap Payments: A net payment (a) by the Supplemental Interest Trust Trustee, on
behalf of the Supplemental Interest Trust, to the Swap Counterparty, to the extent that the Supplement
Interest Trust Payment exceeds the Swap Counterparty Payment for such Swap Payment Date, or (b) by the
Swap Counterparty to the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest
Trust, to the extent that the Swap Counterparty Payment payable to the Supplemental Interest Trust
exceeds the Supplement Interest Trust Payment for such Swap Payment Date.
Non-Designated Mortgage Loans: The Mortgage Loans that are not Designated Mortgage
Loans.
Nonrecoverable Advance: Any portion of an Advance or Servicing Advance previously
made or proposed to be made by the Master Servicer or a Servicer that, in the good faith judgment of the
Master Servicer or a Servicer (as applicable), will not be ultimately recoverable by the Master Servicer
or a Servicer (as applicable) from the related Mortgagor, related Liquidation Proceeds or otherwise from
proceeds or collections on the related Mortgage Loan.
Notional Amount Certificates: As defined in the Series Supplement.
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Offered Certificates: As defined in the Series Supplement.
Officer's Certificate: A certificate signed by the Chairman of the Board, any Vice
Chairman of the Board, the President, an Executive Vice President, Senior Vice President, a Vice
President, or other authorized officer, the Treasurer, the Secretary, or one of the Assistant Treasurers
or Assistant Secretaries of the Depositor, a Seller, the Master Servicer, a Servicer, the Special
Servicer, the Modification Oversight Agent, a Sub-Servicer, the Trustee or the Trust Administrator, as
the case may be, and delivered to the Depositor, the Seller(s), the Master Servicer, the Special
Servicer, the Modification Oversight Agent, the Servicers, the Trustee or the Trust Administrator, as
required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be counsel for the
Depositor, the Master Servicer or a Servicer, including in-house counsel, reasonably acceptable to the
Trustee and the Trust Administrator. With respect to the definition of Eligible Account in this Article
I and Sections 2.05 and 7.04 hereof and any opinion dealing with the qualification of each REMIC created
hereunder or compliance with the REMIC Provisions, such counsel must (i) in fact be independent of the
Depositor, the Master Servicer and such Servicer, (ii) not have any direct financial interest in the
Depositor, the Master Servicer or such Servicer or in any affiliate of either of them and (iii) not be
connected with the Depositor, the Master Servicer or such Servicer as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions; provided, that with
respect to Xxxxx Fargo, as Servicer, such counsel may be in-house counsel for Xxxxx Fargo, as Servicer.
Optional Termination: The purchase of the Mortgage Loans pursuant to Section 11.01.
Optional Termination Date: The date fixed by a Terminating Entity for the purchase of
the Mortgage Loans pursuant to Section 11.01.
Optional Termination Notice Period: The period during which notice is to be given to
the affected Certificateholders of an Optional Termination pursuant to Section 11.03(d).
OTS: The Office of Thrift Supervision.
Outsourcer: As defined in Section 3.02.
Overcollateralization Amount: For any Distribution Date and Floater Loan Group, an
amount equal to the amount, if any, by which (x) the Aggregate Loan Group Balance for such Loan Group
for such Distribution Date exceeds (y) the aggregate Class Principal Balance of the Floater Certificates
(other than the Economic Residual Floater Certificates) after giving effect to payments on such
Distribution Date.
Overcollateralization Deficiency: For any Distribution Date and Floater Loan Group,
the amount, if any, by which (x) the related Targeted Overcollateralization Amount for such Distribution
Date exceeds (y) the related Overcollateralization Amount for such Distribution Date, calculated for
this purpose after giving effect to the reduction on such Distribution Date of the aggregate Class
Principal Balance of the related Floater Certificates (other than the related Economic Residual Floater
Certificates) resulting from the payment of the Principal Payment Amount on such Distribution Date but
prior to allocation of any Applied Loss Amount on the related Floater Certificates on such Distribution
Date.
Overcollateralization Release Amount: For any Distribution Date, and Floater Loan
Group, an amount equal to the lesser of (x) the related Principal Remittance Amount for such
Distribution Date and (y) the amount, if any, by which (1) the related Overcollateralization Amount for
such date, calculated for this purpose on the basis of the assumption that 100% of the related Principal
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Remittance Amount for such date is applied on such date in reduction of the aggregate of the Class
Principal Balances of the related Floater Certificates (other than the Economic Residual Floater
Certificates), exceeds (2) the related Targeted Overcollateralization Amount for such date.
Participant: A broker, dealer, bank, other financial institution or other Person for
whom DTC effects book entry transfers and pledges of securities deposited with DTC.
Par-Value: As defined in Section 11.01.
Pass-Through Certificates: As defined in the Series Supplement.
Pass-Through Loan Group: As defined in the Series Supplement.
Pass-Through Rate: As defined in the Series Supplement.
Payahead: Any Scheduled Payment intended by the related Mortgagor to be applied in a
Collection Period subsequent to the Collection Period in which such payment was received.
Payoff: Any payment of principal on a Mortgage Loan equal to the entire outstanding
Stated Principal Balance of such Mortgage Loan, if received in advance of the last scheduled Due Date
for such Mortgage Loan and accompanied by an amount of interest equal to accrued unpaid interest on the
Mortgage Loan to the date of such payment in full.
Payoff Earnings: For any Distribution Date and with respect to all WMMSC Serviced
Mortgage Loans on which a Payoff was received by WMMSC during the related Prepayment Period, the
aggregate interest earned by WMMSC from investment of each such Payoff from the date of receipt of each
such Payoff until the Business Day immediately preceding the related Distribution Date (net of
investment losses).
Payoff Interest: For any Distribution Date and with respect to each WMMSC Serviced
Mortgage Loan for which a Payoff was received on or after the first calendar day of the month of such
Distribution Date and before the 15th calendar day of such month, an amount of interest thereon at the
applicable Net Mortgage Rate from the first day of such month through the day of receipt thereof;
provided, that to the extent (together with Payoff Earnings and the portion of the aggregate Servicing
Fee described in clause (i)(a) of the definition of Compensating Interest Payment payable to WMMSC) not
required to be distributed as a Compensating Interest Payment on such Distribution Date, Payoff Interest
shall be payable to WMMSC as additional servicing compensation.
For any Distribution Date and with respect to each SPS Serviced Mortgage Loan for
which a Payoff was received on or after the first calendar day of the month of such Distribution Date
and before the 15th calendar day of such month, an amount of interest thereon at the applicable Net
Mortgage Rate from the first day of such month through the day of receipt thereof.
PCAOB: The Public Company Accounting Oversight Board.
Percentage Interest: With respect to any Certificate, either the percentage set forth
on the face thereof or equal to the percentage obtained by dividing the Denomination of such Certificate
by the aggregate of the Denominations of all Certificates of the same Class.
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Person: Any individual, corporation, partnership, joint venture, association, joint
stock company, trust, unincorporated organization or government, or any agency or political subdivision
thereof.
Physical Certificates: As defined in the Series Supplement.
Pledge Instruments: With respect to each Cooperative Loan, the Stock Power, the
Assignment of Proprietary Lease and the Security Agreement.
Prefunded Amount: With respect to each Prefunding Account, the amount deposited
therein on the Closing Date.
Prefunded Loan Group: As defined in the Series Supplement.
Prefunding Account: Each separate Eligible Account created and maintained by the
Trust Administrator pursuant to Section 3.05(g) in the name of the Trust Administrator for the benefit
of the Certificateholders as designated in the Series Supplement. Funds in a Prefunding Account shall
be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement and
shall not be a part of any REMIC created hereunder; provided, however, that any investment income earned
from Permitted Investments made with funds in the Prefunding Account shall be for the account of the
Depositor.
Prefunding Period: With respect to each Prefunding Account, the period from the
Closing Date until the earliest of (i) the date on which the aggregate amounts on deposit in such
Prefunding Account are reduced to zero, or (ii) an Event of Default occurs or (iii) the Business Day
immediately preceding the last Distribution Date occurring within 90 days following the Closing Date.
Prepayment Interest Shortfall: With respect to any Mortgage Loan, Distribution Date
and Principal Prepayment (other than a Payoff on a Xxxxx Fargo Serviced Mortgage Loan received during
the period from and including the first day to and including the 13th day of the month of such
Distribution Date or a Payoff on a Mortgage Loan serviced by any Servicer other than Xxxxx Fargo
received during the period from and including the first day to and including the 14th day of the month
of such Distribution Date) received during the related Prepayment Period, the difference between (i) one
full month's interest at the applicable Mortgage Rate (giving effect to any applicable Relief Act
Reduction, Debt Service Reduction and Deficient Valuation), as reduced by the Servicing Fee Rate, if
applicable, on the outstanding principal balance of such Mortgage Loan immediately prior to such
prepayment or, if such Principal Prepayment is a Curtailment, the principal amount of such Curtailment
and (ii) the amount of interest actually received with respect to such Mortgage Loan in connection with
such Principal Prepayment, net of the Servicing Fee, if applicable.
Prepayment Period: With respect to each Distribution Date and each Payoff with
respect to a Xxxxx Fargo Serviced Mortgage Loan, the related "Prepayment Period" will commence on the
14th day of the month preceding the month in which the related Distribution Date occurs (or, in the case
of the first Distribution Date, commencing on the Cut-off Date) and will end on the 13th day of the
month in which such Distribution Date occurs. With respect to each Distribution Date and each Payoff
with respect to a SPS Serviced Mortgage Loan or WMMSC Serviced Mortgage Loan, the related "Prepayment
Period" will commence on the 15th day of the month preceding the month in which the related Distribution
Date occurs (or, in the case of the first Distribution Date, commencing on the Cut-off Date) and will
end on the 14th day of the month in which such Distribution Date occurs. With respect to each
Distribution Date and each Payoff with respect to any Mortgage Loan serviced by a Designated Servicer,
the related "Prepayment Period" will be the period set forth in the related Designated Servicing
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Agreement. With respect to each Distribution Date and each Payoff with respect to a GreenPoint Serviced
Mortgage Loan and each Curtailment with respect to any Mortgage Loan, the related "Prepayment Period"
will be the calendar month preceding the month in which such Distribution Date occurs.
Prepayment Premium: With respect to any Mortgage Loan, any fee or premium required to
be paid if the Mortgagor prepays such Mortgage Loan as provided in the related Mortgage Note or Mortgage.
Principal Prepayment: Any payment of principal on a Mortgage Loan which constitutes a
Payoff or Curtailment.
Private Certificates: As defined in the Series Supplement.
Proprietary Lease: The lease on a Cooperative Unit evidencing the possessory interest
of the owner of the Cooperative Shares in such Cooperative Unit.
Prospectus Supplement: As defined in the Series Supplement.
PUD: Planned Unit Development.
Purchase Price: With respect to any Mortgage Loan required to be repurchased by the
related Seller pursuant to Section 2.02 or 2.03, or purchased at the option of the Special Servicer
pursuant to Section 3.17(b), the sum of (i) 100% of the Stated Principal Balance of the Mortgage Loan as
of the first day of the month of such purchase, (ii) accrued and unpaid interest on the Mortgage Loan at
the applicable Mortgage Rate (reduced by the related Servicing Fee Rate, if the purchaser is also the
Servicer thereof) from the first day of the month of such purchase to the first day of the month
immediately following the month of such purchase, (iii) in the case of a Mortgage Loan purchased by the
related Seller or the Depositor, the amount of any unreimbursed Advances and Servicing Advances made by
a Servicer, if such Servicer is not the related Seller or the Depositor, with respect to such Mortgage
Loan or, in the case of a Mortgage Loan purchased by the Special Servicer, any unreimbursed Advances and
Servicing Advances payable to any Servicer (other than the Servicer or Special Servicer, as the case may
be, which is purchasing such Mortgage Loans) and (iv) with respect to any purchase by the related Seller
pursuant to Section 2.03, any costs and damages actually incurred and paid by or on behalf of the Trust
in connection with any breach of the representation and warranty set forth in Schedule III(viii) as a
result of a violation of a predatory or abusive lending law applicable to such Mortgage Loan. With
respect to any Mortgage Loan required or allowed to be purchased, the Special Servicer, the
Certificateholder, the related Seller or the Depositor, as applicable, shall deliver to the Trustee and
the Trust Administrator an Officer's Certificate as to the calculation of the Purchase Price.
Qualified Insurer: A mortgage guaranty insurance company duly qualified as such under
the laws of the state of its principal place of business and each state having jurisdiction over such
insurer in connection with the insurance policy issued by such insurer, duly authorized and licensed in
such states to transact a mortgage guaranty insurance business in such states and to write the insurance
provided by the insurance policy issued by it, approved as a FNMA or FHLMC approved mortgage insurer or
having a claims paying ability rating of at least "AA" or equivalent rating by a nationally recognized
statistical rating organization. Any replacement insurer with respect to a Mortgage Loan must have at
least as high a claims paying ability rating as the insurer it replaces had on the Closing Date.
Qualified Substitute Mortgage Loan: One or more Mortgage Loans substituted by the
related Seller for one or more Deleted Mortgage Loans which must, on the date of such substitution, as
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confirmed in a Request for Release, substantially in the form of Exhibit K, individually or in the
aggregate and on a weighted average basis, as applicable (i) have a Stated Principal Balance, after
deduction of the principal portion of the Scheduled Payment due in the month of substitution, not in
excess of, and not more than 10% less than the Stated Principal Balance of the Deleted Mortgage Loan;
(ii) be accruing interest at a rate no lower than and not more than 1% per annum higher than, that of
the Deleted Mortgage Loan; (iii) have a Loan to Value Ratio no higher than that of the Deleted Mortgage
Loan; (iv) have a remaining term to maturity not more than one year greater than or less than that of
the Deleted Mortgage Loan; provided that the remaining term to maturity of any such Mortgage Loan shall
be no greater than the last maturing Mortgage Loan immediately prior to any substitution; (v) have a
Maximum Mortgage Rate and Minimum Mortgage Rate not less than the respective such rates for the Deleted
Mortgage Loan, have a Gross Margin equal to or greater than the Deleted Mortgage Loan and have the same
Index as the Deleted Mortgage Loan; (vi) not be a Cooperative Loan unless the Deleted Mortgage Loan was
a Cooperative Loan and (vii) comply with each representation and warranty set forth in Section 2.03(b).
Rating Agency: As defined in the Series Supplement.
Ratings: As of any date of determination, the ratings, if any, of the Certificates as
assigned by the Rating Agencies.
Realized Loss: With respect to any Mortgage Loan, (1) with respect to each Liquidated
Mortgage Loan, an amount (not less than zero or more than the Stated Principal Balance of the Mortgage
Loan) as of the date of such liquidation, equal to (i) the Stated Principal Balance of the Liquidated
Mortgage Loan as of the date of such liquidation, plus (ii) interest at the applicable Net Mortgage Rate
from the related Due Date as to which interest was last paid or advanced (and not reimbursed) to
Certificateholders up to the related Due Date in the month in which Liquidation Proceeds are required to
be distributed on the Stated Principal Balance of such Liquidated Mortgage Loan from time to time, minus
(iii) the Net Liquidation Proceeds, if any, received during the month in which such liquidation
occurred, to the extent applied as recoveries of interest at the Net Mortgage Rate and to principal of
the Liquidated Mortgage Loan; (2) for any Mortgage Loan subject to a Deficient Valuation, the excess of
the Stated Principal Balance of that Mortgage Loan over the principal amount as reduced in connection
with the proceedings resulting in the Deficient Valuation; 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.
Recognition Agreement: An Agreement among a Cooperative Corporation, a lender and a
Mortgagor with respect to a Cooperative Loan whereby such parties (i) acknowledge that such lender may
make, or intends to make, such Cooperative Loan, (ii) make certain agreements with respect to such
Cooperative Loan.
Record Date: With respect to any Distribution Date and the Certificates other than
the LIBOR Certificates that are Book-Entry Certificates on such Distribution Date, the close of business
on the last Business Day of the month preceding the month in which the applicable Distribution Date
occurs. With respect to any Distribution Date and the LIBOR Certificates that are Book-Entry
Certificates on such Distribution Date, the close of business on the Business Day immediately preceding
such Distribution Date.
Recovery: With respect to any Distribution Date and Mortgage Loan that became a
Liquidated Mortgage Loan in a month preceding the month prior to the Distribution Date, an amount
received in respect of principal on such Mortgage Loan which has previously been allocated as a Realized
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Loss or Applied Loss Amount to a Class or Classes of Certificates, net of reimbursable expenses and
related Excess Proceeds, if any.
Reference Bank Rate: With respect to any Accrual Period relating to the LIBOR
Certificates as follows: the arithmetic mean (rounded upwards, if necessary, to the nearest one
sixteenth of a percent) of the offered rates for United States dollar deposits for one month which are
offered by the Reference Banks as of 11:00 a.m. (London time) on the Interest Determination Date prior
to the first day of such Accrual Period to prime banks in the London interbank market for a period of
one month in amounts approximately equal to the aggregate Class Principal Balance of the LIBOR
Certificates; provided that at least two such Reference Banks provide such rate. If fewer than two
offered rates appear, the Reference Bank Rate will be the arithmetic mean of the rates quoted by one or
more major banks in New York City, selected by the Trust Administrator after consultation with DLJMC, as
of 11:00 a.m.(New York City time) on such date for loans in U.S. Dollars to leading European banks for a
period of one month in amounts approximately equal to the aggregate Class Principal Balance of the LIBOR
Certificates. If no such quotations can be obtained, the Reference Bank Rate shall be the Reference
Bank Rate applicable to the preceding Accrual Period.
Reference Banks: Three major banks that are engaged in the London interbank market,
selected by the Trust Administrator after consultation with DLJMC.
Registration Statement: That certain registration statement on Form S-3, as amended
(Registration No. 333-130884), relating to the offering by the Depositor from time to time of its
Mortgage-Backed Pass-Through Certificates (Issuable in Series) as heretofore declared effective by the
Securities and Exchange Commission.
Regulation AB: Means Subpart 229.1100 - Asset Backed Securities (Regulation AB),
17 C.F.R. §§229.1100 - 229.1123, as such may be amended from time to time, and subject to such
clarification and interpretation as have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Red. Reg. 1,506, 1,531 (Jan. 7, 2005))
or by the staff of the Commission, or as may be provided by the Commission or its staff from time to
time.
Regulation S: Regulation S under the 1933 Act, as in effect from time to time.
Related Pass-Through Loan Groups: Each collection of Pass-Through Loan Groups which
share common subordination or as otherwise set forth in the Series Supplement.
Relevant Servicing Criteria: The Servicing Criteria applicable to the various parties,
as set forth on Exhibit R attached hereto. For clarification purposes, multiple parties can have
responsibility for the same Relevant Servicing Criteria. With respect to a Servicing Function
Participant engaged by the Master Servicer, the Trust Administrator, the Trustee or any Servicer, the
term "Relevant Servicing Criteria" may refer to a portion of the Relevant Servicing Criteria applicable
to such parties
Relief Act: The Servicemembers Civil Relief Act, as amended, and any similar state or
local law.
Relief Act Reductions: With respect to any Distribution Date and any Mortgage Loan as
to which there has been a reduction in the amount of interest collectible thereon for the most recently
ended calendar month as a result of the application of the Relief Act, the amount, if any, by which
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(i) interest collectible on such Mortgage Loan for the most recently ended calendar month is less than
(ii) interest accrued thereon for such month pursuant to the Mortgage Note.
REMIC: A "real estate mortgage investment conduit," within the meaning of
Section 860D of the Code. Reference herein to REMIC refers to each REMIC created in the Series
Supplement.
REO Disposition: The final sale by Xxxxx Fargo, in its capacity as Servicer, of any
REO Property.
REO Disposition Fee: With respect to each REO Disposition, the greater of (i) $1,200
or (ii) one percent (1%) of the final sales price of such REO Disposition; provided, that the real
estate broker commission with respect to the liquidation of the REO property is equal to or less than 5%
except in such cases where the property value is less than $100,000 or the property is located in a
rural area and market conditions require the Servicer to pay a real estate broker commission greater
than 5% or prior written consent has been obtained from CSFB or their authorized representative.
REO Property: A Mortgaged Property acquired by the Trust Fund through foreclosure or
deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan.
Required Insurance Policy: With respect to any Non-Designated Mortgage Loan, any
insurance policy that is required to be maintained from time to time under this Agreement in respect of
such Mortgage Loan or the related Mortgaged Property.
Residual Certificates: The Class AR Certificates and Class AR-L Certificates.
Responsible Officer: When used with respect to the Trust Administrator, shall mean
any officer within the corporate trust department of the Trust Administrator, including any Assistant
Vice President, the Secretary, any Vice President, Assistant Secretary, the Treasurer, any Assistant
Treasurer, any Trust Officer or any other officer of the Trust Administrator customarily performing
functions similar to those performed by any of the above designated officers and any officer within the
Corporate Trust Department having direct responsibility for the administration of this Agreement. When
used with respect to the Trustee, shall mean any officer within the Corporate Trust Department having
direct responsibility for the administration of this Agreement and also, with respect to a particular
matter, any other officer to whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.
Rolling Three-Month Delinquency Rate: For any Distribution Date will be the fraction,
expressed as a percentage, equal to the average of the Delinquency Rates for each of the three (or one
and two, in the case of the first and second Distribution Dates) immediately preceding months.
Rule 144A: Rule 144A under the 1933 Act, as in effect from time to time.
S&P: Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc., or any successor thereto.
Xxxxxxxx-Xxxxx Act: The Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of
the Commission promulgated thereunder (including any interpretations thereof by the Commission's staff).
Xxxxxxxx-Xxxxx Certification: As defined in Section 13.09.
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Scheduled Payment: The scheduled monthly payment on a Mortgage Loan due on any Due
Date allocable to principal and/or interest on such Mortgage Loan pursuant to the terms of the related
Mortgage Note.
Securities Act: means the Securities Act of 1933, as amended, and the rules and
regulations thereunder.
Security Agreement: With respect to a Cooperative Loan, the agreement or mortgage
creating a security interest in favor of the originator of the Cooperative Loan in the related
Cooperative Shares.
Seller(s): As defined in the Series Supplement.
Series: All of the Certificates issued pursuant to an Agreement and bearing the same
series designation.
Series Supplement: The agreement into which this Standard Terms is incorporated and
pursuant to which a particular Series of Certificates is issued.
Servicer Employee: As defined in Section 3.16.
Service(s)(ing): In accordance with Regulation AB, the act of servicing and
administering the Mortgage Loans or any other assets of the Trust by an entity that meets the definition
of "servicer' set forth in Item 1101 of Regulation AB and is subject to the disclosure requirements set
forth in 1108 of Regulation AB. For clarification purposes, any uncapitalized occurrence of this term
shall have the meaning commonly understood by participants in the residential mortgage-backed
securitization market.
Servicer Mortgage File: All documents pertaining to a Mortgage Loan not required to
be included in the Trustee Mortgage File and held by the Master Servicer or the related Servicer or any
Sub-Servicer.
Servicers: As defined in the Series Supplement.
Servicing Advance: With respect to the Non-Designated Mortgage Loans, all customary,
reasonable and necessary "out of pocket" costs and expenses incurred prior to, on or after the Cut-off
Date in the performance by a Servicer of its servicing obligations related to such Mortgage Loans,
including, but not limited to, the cost (including reasonable attorneys' fees and disbursements) of
(i) the preservation, restoration and protection of a Mortgaged Property, (ii) compliance with the
obligations under Section 3.11 and any enforcement or judicial proceedings, including foreclosures,
(iii) the management and liquidation of any REO Property (including default management and similar
services, appraisal services and real estate broker services), (iv) any expenses incurred by a Servicer
in connection with obtaining an environmental inspection or review pursuant to the second paragraph of
Section 3.11(a), (v) compliance with the obligations under Section 3.09, (vi) locating any documents
missing from the Trustee's Mortgage File and (vii) obtaining broker price opinions. In no event shall
any Servicer be required to make any Servicing Advance which would constitute a Nonrecoverable Advance.
With respect to the Designated Mortgage Loans, Servicing Advance shall have the
meaning assigned to such term in the related Designated Servicing Agreement.
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Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of Regulation
AB, as such may be amended from time to time.
Servicing Fee: As to each Mortgage Loan and any Distribution Date, an amount equal to
one month's interest at the Servicing Fee Rate on the Stated Principal Balance of such Mortgage Loan as
of the Due Date in the month of such Distribution Date (prior to giving effect to any Scheduled Payments
due on such Mortgage Loan on such Due Date), subject to reduction as provided in Section 3.14.
Servicing Fee Rate: As to each Mortgage Loan, the per annum rate set forth on the
Mortgage Loan Schedule.
Servicing Function Participant: Any Servicer, the Master Servicer or the Trust
Administrator and any Sub-Servicer, Subcontractor or any other Person (other than the Trustee)
contracted by a Servicer, the Master Servicer or the Trust Administrator that is performing activities
addressed by the Servicing Criteria, unless, with respect to any Sub-Servicer, Subcontractor or other
Person contracted by a Servicer, the Master Servicer or the Trust Administrator, such Person's
activities relate only to 5% or less of the Mortgage Loans (measured by aggregate Stated Principal
Balance of the Mortgage Loans, annually at the commencement of the calendar year prior to the year in
which an Assessment of Compliance is required to be delivered, multiplied by a fraction, the numerator
of which is the number of months during which such Servicing Function Participant Services the related
Mortgage Loans and the denominator of which is 12, or, in the case of the year in which the Closing Date
occurs, the number of months elapsed from the Cut-off Date to the end of such calendar year).
Servicing Officer: Any officer of a Servicer involved in, or responsible for, the
administration and servicing of the related Mortgage Loans whose name and specimen signature appear on a
list of servicing officers furnished to the Trustee and the Trust Administrator by a Servicer on the
Closing Date pursuant to this Agreement, as such list may from time to time be amended and delivered to
the Trustee and Trust Administrator.
Significance Percentage: With respect to each Distribution Date and each Swap
Agreement and Interest Rate Cap Agreement, the amount calculated by the Trust Administrator in
accordance with DLJ's internal risk management process in respect of similar instruments, such
calculation to be performed as agreed upon by the Depositor and the Trust Administrator.
Special Event of Default: As defined in the Series Supplement.
Special Hazard Loss: A Realized Loss (or portion thereof) with respect to a Mortgage
Loan arising from any direct physical loss or damage to a Mortgaged Property (including any Realized
Loss due to the presence or suspected presence of hazardous wastes or substances on mortgaged property)
which is not covered by a standard hazard maintenance policy with extended coverage or by a flood
insurance policy, if applicable (or which would not have been covered by such a policy had such a policy
been maintained), which is caused by or results from any cause except: (i) wear and tear, deterioration,
rust or corrosion, mold, wet or dry rot, inherent vice or latent defect, animals, birds, vermin,
insects; (ii) settling, subsidence, cracking, shrinkage, bulging or expansion of pavements, foundations,
walls, floors, roofs or ceilings; (iii) errors in design, faulty workmanship or faulty materials, unless
the collapse of the property or part thereof ensues and then only for the ensuing loss; (iv) nuclear or
chemical reaction or nuclear radiation or radioactive or chemical contamination, all whether controlled
or uncontrolled, and whether such loss be direct or indirect, proximate or remote; (v) hostile or
warlike action in time of peace or war, including action in hindering, combating or defending against an
actual, impending or expected attack (a) by any government of sovereign power, de jure or de facto, or
by any authority maintaining or using military, naval or air forces, (b) by military, naval or air
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forces, or (c) by an agent of any such government, power, authority or forces; (vi) any weapon of war
employing atomic fission or radioactive force whether in time of peace or war; or (vii) insurrection,
rebellion, revolution, civil war, usurped power or action taken by governmental authority in hindering,
combating or defending against such occurrence, seizure or destruction under quarantine or customs
regulations, confiscation by order of any government or public authority, or risks of contraband or
illegal transportation or trade.
Special Hazard Loss Coverage Amount: With respect to the Class C-B Certificates, as of
the Closing Date, the Initial Special Hazard Loss Coverage Amount and subject to reduction from time to
time, to be an amount equal on any Distribution Date to the lesser of (a) the greatest of (i) 1% of the
Aggregate Related Pass-Through Collateral Balance, (ii) twice the principal balance of the largest
Mortgage Loan in the related Pass-Through Loan Groups and (iii) the aggregate Stated Principal Balances
of the Mortgage Loans in the related Pass-Through Loan Groups secured by Mortgaged Properties located in
the single California postal zip code area having the highest aggregate principal balance of any such
zip code area and (b) the Initial Special Hazard Loss Coverage Amount less the amount, if any, of losses
attributable to Special Hazard Losses allocated to the Class C-B Certificates since the Closing Date.
All Stated Principal Balances for the purpose of this definition will be calculated as of the first day
of the month preceding such Distribution Date after giving effect to scheduled installments of principal
and interest on the Mortgage Loans then due, whether or not paid. The Special Hazard Loss Coverage
Amount may be reduced below the amount set forth above for any Distribution Date with the consent of the
Rating Agencies as evidenced by a letter of each Rating Agency to the Trust Administrator to the effect
that any such reduction will not result in a downgrading of the current ratings assigned to such Classes
of Certificates rated by it.
Special Hazard Loss Coverage Termination Date: The date on which the Special Hazard
Loss Coverage Amount has been reduced to zero.
Special Serviced Mortgage Loan: The Mortgage Loans for which the Special Servicer
acts as servicer pursuant to Section 3.17(a).
Special Servicer: As defined in the Series Supplement.
SPS: Select Portfolio Servicing, Inc., a Utah corporation, and its successors and
assigns.
SPS Mortgage Loans: Any SPS Serviced Mortgage Loans for which SPS has not entered
into a subservicing arrangement for such Mortgage Loan pursuant to Section 3.02 hereof.
SPS Serviced Mortgage Loans: The Mortgage Loans identified as such on the Mortgage
Loan Schedule for which SPS is the applicable Servicer or the Special Servicer.
Standard Hazard Policy: Each standard hazard insurance policy or replacement therefor
referred to in Section 3.09.
Standard Terms: This Standard Terms of Pooling and Servicing Agreement, dated as of
February 1, 2007.
Stated Principal Balance: With respect to any Mortgage Loan and date of
determination, the principal balance of such Mortgage Loan as of the Cut-off Date, after application of
the principal portion of all Scheduled Payments due on or before the Cut-off Date, whether or not
received, increased by the portion of any Capitalization Reimbursement Amount allocable to such Mortgage
Loan, minus the sum of (i) all amounts allocable to principal that have been distributed to
Certificateholders with respect to such Mortgage Loan on or before that date of determination and (ii)
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any Realized Losses on such Mortgage Loan that have been allocated to one or more Classes of
Certificates on or before that date of determination.
Stock Power: With respect to a Cooperative Loan, an assignment of the stock
certificate or an assignment of the Cooperative Shares issued by the Cooperative Corporation.
Streamlined Mortgage Loan: A Mortgage Loan originated in connection with the
refinance of a mortgage loan pursuant to the related Seller's streamlined documentation program then in
effect.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for
the overall servicing of Mortgage Loans but performs one or more discrete functions identified in
Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of any
Servicer (or a Sub-Servicer of any Servicer), the Master Servicer or the Trust Administrator.
Subordinate Certificates: As defined in the Series Supplement.
Subsequent Cut-off Date: With respect to any Subsequent Mortgage Loan, the first day
of the month on which such Mortgage Loan is transferred to the Trust.
Subsequent Mortgage Loan: Any Mortgage Loan other than an Initial Mortgage Loan
conveyed to the Trust Fund pursuant to Section 2.01 hereof and to a Subsequent Transfer Agreement, which
Mortgage Loan shall be listed on the revised Mortgage Loan Schedule delivered pursuant to this Agreement
and on Schedule A to such Subsequent Transfer Agreement. When used with respect to a single Subsequent
Transfer Date, Subsequent Mortgage Loan shall mean a Subsequent Mortgage Loan conveyed to the Trust on
that Subsequent Transfer Date.
Subsequent Transfer Agreement: A Subsequent Transfer Agreement substantially in the
form of Exhibit X hereto, executed and delivered by and among the Depositor, DLJMC and the Trustee.
Subsequent Transfer Date: For any Subsequent Transfer Agreement, the date the related
Subsequent Mortgage Loans are transferred to the Trust pursuant to the related Subsequent Transfer
Agreement.
Sub-Servicer: Any Person that (i) services Mortgage Loans on behalf of any Servicer,
and (ii) is responsible for the performance (whether directly or through sub-servicers or
Subcontractors) of Servicing functions required to be performed under this Agreement, any related
Designated Servicing Agreement or any sub-servicing agreement that are identified in Item 1122(d) of
Regulation AB.
Subservicing Agreement: An agreement between a Servicer and a Sub-Servicer for the
servicing of the related Mortgage Loans.
Substitution Adjustment Amount: As defined in Section 2.03.
Supplemental Interest Account: As defined in the Series Supplement.
Supplemental Interest Trust: The trust created pursuant to Section 4.08 herein and
designated as the "Supplemental Interest Trust," consisting of the Swap Agreement, the Supplemental
Interest Account and the right to receive Net Swap Payments from the Swap Counterparty.
Supplement Interest Trust Payment: As defined in the Series Supplement.
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Supplemental Interest Trust Trustee: As defined in the Series Supplement.
Swap Agreement: As defined in the Series Supplement.
Swap Certificates: As defined in the Series Supplement.
Swap Counterparty: As defined in the Series Supplement.
Swap Counterparty Payment: As defined in the Series Supplement.
Swap Payment Date: As defined in the Series Supplement.
Targeted Overcollateralization Amount: As defined in the Series Supplement.
Tax Matters Person: The person designated as "tax matters person" in the manner
provided under Treasury regulation § 1.860F 4(d) and temporary Treasury regulation § 301.6231(a)(7)1T.
Initially, the Tax Matters Person shall be the Trust Administrator.
Telerate Page 3750: The display designated as page 3750 on Bridge Telerate Service
(or such other page as may replace page 3750 on that service for the purpose of displaying London
interbank offered rates of major banks).
Terminating Auction Date: With respect to Loan Group 1, Loan Group 2 and Loan Group
3, as defined in Section 11.01(d) and with respect to Loan Group 4, as defined in Section 11.01(e).
Terminating Auction Purchaser: With respect to Loan Group 1, Loan Group 2 and Loan
Group 3, as defined in Section 11.01(d) and with respect to Loan Group 4, as defined in Section 11.01(e).
Terminating Auction Sale: With respect to Loan Group 1, Loan Group 2 and Loan Group
3, as defined in Section 11.01(d) and with respect to Loan Group 4, as defined in Section 11.01(e).
Terminating Entity: The entity determined by the Trust Administrator pursuant to
Section 11.02 of this Agreement.
Transferring Servicer: As defined in Section 3.17(a) hereof.
Transferee Affidavit and Agreement: As defined in Section 6.02(g)(i)(B).
Trigger Event: As defined in the Series Supplement.
Trust Administrator: As defined in the Series Supplement.
Trust Administrator Fee: As set forth in Section 10.05.
Trust Administrator Fee Rate: As to each Mortgage Loan, a per annum rate equal to
0.00%.
Trust Collateral: With respect to the Pass-Through Loan Groups, as defined in
Section 11.01(c)(i), and with respect to any Floater Loan Group, as defined in Section 11.01(c)(ii).
Trustee: As defined in the Series Supplement.
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Trustee Mortgage File: The mortgage documents listed in Section 2.01 hereof
pertaining to a particular Mortgage Loan and any additional documents required to be added to the
Trustee Mortgage File pursuant to this Agreement.
Trust Fund: The corpus of the Trust created by this Agreement consisting of the
collateral transferred to the Trustee in trust for the benefit of Certificateholders pursuant to
Section 2.01(a).
Trust Receipt and Final Certification: As defined in Section 2.02(a).
Trust Receipt and Initial Certification: As defined in Section 2.02(a).
Underwriter's Exemption: Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487
(2002), as amended (or any successor thereto), or any substantially similar administrative exemption
granted by the U.S. Department of Labor.
U.S. Person: A citizen or resident of the United States, a corporation, partnership
or other entity treated as a corporation or partnership for federal income tax purposes created or
organized in, or under the laws of, the United States, any State thereof or the District of Columbia, an
estate or trust whose income from sources without the United States is includable in gross income for
United States federal income tax purposes regardless of its connection with the conduct of a trade or
business within the United States, or any trust treated as a United States Person under Code
Section 7701(a)(30).
Voting Rights: As defined in the Series Supplement.
Xxxxx Fargo: Xxxxx Fargo Bank, N.A., and its successors and assigns.
Xxxxx Fargo Serviced Mortgage Loans: The Mortgage Loans identified as such on the
Mortgage Loan Schedule, for which Xxxxx Fargo is the applicable Servicer.
WMMSC: Washington Mutual Mortgage Securities Corp., a Delaware corporation, and its
successors and assigns.
WMMSC Serviced Mortgage Loans: The Mortgage Loans identified as such on the Mortgage
Loan Schedule, for which WMMSC is the applicable Servicer.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
SECTION 2.01. Conveyance of Trust Fund.
(a) As set forth in the Series Supplement.
(b) In connection with the transfer and assignment set forth in clause (a) above,
the Depositor has delivered or caused to be delivered to a Custodian for the benefit of the
Certificateholders, the documents and instruments with respect to each Initial Mortgage Loan as assigned:
(i) (A) the original Mortgage Note bearing all intervening endorsements and
including any riders to the Mortgage Note, endorsed "Pay to the order of ________________, without
recourse" and signed in the name of the last named endorsee by an authorized officer or (B) with respect
to any Lost Mortgage Note, a lost note affidavit and indemnity from the related Seller stating that the
original Mortgage Note was lost or destroyed, (together with a copy of such Mortgage Note, if available)
and indemnifying the Trust Fund against any loss, cost or liability resulting from the failure to
deliver the original Mortgage Note;
(ii) the original of any guarantee executed in connection with the Mortgage Note
(if any);
(iii) for each Mortgage Loan that is not a MERS Mortgage Loan, the original
Mortgage, with evidence of recording thereon, or copies certified by the related recording office or if
the original Mortgage has not yet been returned from the recording office, a copy certified by or on
behalf of the related Seller indicating that such Mortgage has been delivered for recording (the return
directions for the original Mortgage should indicate, when recorded, mail to the related Seller) and in
the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the
related Mortgage Loan and either language indicating that the Mortgage Loan is a MOM Loan if the
Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination, the original
Mortgage and the assignment thereof to MERS, with evidence of recording indicated thereon or a copy of
the Mortgage certified by the public recording office in which such Mortgage has been recorded;
(iv) the originals of all assumption, modification, consolidation or extension
agreements, (or, if an original of any of these documents has not been returned from the recording
office, a copy thereof certified by or on behalf of the related Seller, the original to be delivered to
the related Seller forthwith after return from such recording office) with evidence of recording
thereon, if any;
(v) for each Mortgage Loan that is not a MERS Mortgage Loan, the original
Assignment of Mortgage as appropriate, in recordable form, for each Mortgage Loan from the last assignee
assigned in blank;
(vi) for each Mortgage Loan that was not a MERS Mortgage Loan at its origination,
the originals of any intervening recorded Assignments of Mortgage, showing a complete chain of
assignment from origination to the last assignee, including warehousing assignments, with evidence of
recording thereon (or, if an original intervening Assignment of Mortgage has not been returned from the
recording office, a copy thereof certified by or on behalf of the related Seller, the original to be
delivered to the Custodian forthwith after return from such recording office);
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(vii) the original mortgage title insurance policy, or copy of title commitment (or
in appropriate jurisdictions, attorney's opinion of title and abstract of title); and
(viii) with respect to a Cooperative Loan, if any, the originals of the following
documents or instruments:
(A) the Cooperative Shares, together with the Stock Power in blank;
(B) the executed Security Agreement;
(C) the executed Proprietary Lease and the Assignment of Proprietary Lease to
the originator of the Cooperative Loan;
(D) the executed Recognition Agreement;
(E) Copies of the original UCC financing statement, and any continuation
statements, filed by the originator of such Cooperative Loan as secured party, each with evidence of
recording thereof, evidencing the interest of the originator under the Security Agreement and the
Assignment of Proprietary Lease;
(F) Copies of the filed UCC assignments or amendments of the security
interest referenced in clause (E) above showing an unbroken chain of title from the originator to the
Trust, each with evidence of recording thereof, evidencing the interest of the assignee under the
Security Agreement and the Assignment of Proprietary Lease;
(G) An executed assignment of the interest of the originator in the Security
Agreement, the Assignment of Proprietary Lease and the Recognition Agreement, showing an unbroken chain
of title from the originator to the Trust; and
(H) For any Cooperative Loan that has been modified or amended, the original
instrument or instruments effecting such modification or amendment.
In addition, in connection with the assignment of any MERS Mortgage Loan, the related
Seller agrees that it shall cause, at the related Seller's expense, the MERS® System to indicate that
such Mortgage Loans have been assigned by the related Seller to the Trustee in accordance with this
Agreement (and any Subsequent Transfer Agreement, if applicable) for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased or
substituted in accordance with this Agreement) the information required by the MERS® System to
(a) identify the Trustee and (b) identify the series of the Certificates issued in connection with such
Mortgage Loans. The Trustee shall confirm, or cause the related Custodian to confirm, on the Final
Certification of the related Custodian whether or not such assignment has occurred. The related Seller
further agrees that it shall not, and shall not permit a Servicer to, and each related Servicer agrees
that it shall not, alter the information referenced in this paragraph with respect to any Mortgage Loan
during the term of this Agreement unless and until such Mortgage Loan is repurchased or substituted in
accordance with the terms of this Agreement.
Further, each Servicer is authorized and empowered by the Trustee, on behalf of the
Certificateholders and the Trustee, in its own name or in the name of any Sub-Servicer, when a Servicer
or any Sub-Servicer, as the case may be, believes it appropriate in its best judgment to register any
Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on
the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of
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them, any and all instruments of assignment and other comparable instruments with respect to such
assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns. Any costs incurred by a Servicer pursuant to this paragraph shall be considered
a Servicing Advance and shall be reimburseable to such Servicer.
In the event the Depositor delivers to a Custodian certified copies of any document or
instrument set forth in 2.01(b) because of a delay caused by the public recording office in returning
any recorded document, the Depositor shall deliver or cause to be delivered to such Custodian, within 60
days of the Closing Date or the related Subsequent Transfer Date, as applicable, an Officer's
Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has
not been delivered to such Custodian due solely to a delay caused by the public recording office, and
(iii) state the amount of time generally required by the applicable recording office to record and
return a document submitted for recordation.
In the event that in connection with any Mortgage Loan the Depositor cannot deliver
(a) for a Mortgage Loan that is not a MERS Mortgage Loan, the original recorded Mortgage, (b) all interim
recorded assignments or (c) the lender's title policy (together with all riders thereto) satisfying the
requirements set forth above, concurrently with the execution and delivery hereof because such document
or documents have not been returned from the applicable public recording office in the case of clause
(a) or (b) above, or because the title policy has not been delivered to the related Seller or the
Depositor by the applicable title insurer in the case of clause (c) above, the Depositor shall promptly
deliver to the related Custodian, in the case of clause (a) or (b) above, such original Mortgage or such
interim assignment, as the case may be, with evidence of recording indicated thereon upon receipt
thereof from the public recording office, or a copy thereof, certified, if appropriate, by the relevant
recording office and, in the case of clause (c) above, any title policy upon receipt from the applicable
title insurer.
As promptly as practicable subsequent to such transfer and assignment, and in any
event, within thirty (30) days thereafter, DLJMC shall, at its expense, (i) affix or cause to be affixed
the Trustee's name to each Assignment of Mortgage, as the assignee thereof, (ii) cause such assignment
to be in proper form for recording in the appropriate public office for real property records within
thirty (30) days after receipt thereof and (iii) cause to be delivered for recording in the appropriate
public office for real property records the assignments of the Mortgages to the Trustee, except that,
with respect to any assignment of a Mortgage as to which DLJMC has not received the information required
to prepare such assignment in recordable form, DLJMC's obligation to do so and to deliver the same for
such recording shall be as soon as practicable after receipt of such information and in any event within
thirty (30) days after the receipt thereof, and DLJMC need not cause to be recorded any assignment which
relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of
Counsel delivered by the Depositor (at the Depositor's expense) to the Trustee, the Trust Administrator
and DLJMC, acceptable to the Rating Agencies, the recordation of such assignment is not necessary to
protect the Trustee's and the Certificateholders' interest in the related Mortgage Loan.
If any original Mortgage Note referred to in Section 2.01(b)(i) above cannot be
located, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon
delivery to the related Custodian of a photocopy of such Mortgage Note, if available, with a lost note
affidavit and indemnity. If any of the original Mortgage Notes for which a lost note affidavit and
indemnity was delivered to the Custodian is subsequently located, such original Mortgage Note shall be
delivered to such Custodian within three (3) Business Days.
(c) The Trustee and the Trust Administrator are authorized to enter into one or
more Custodial Agreements, at the direction of the Depositor, for the purpose of having a Custodian
maintain custody of the documents and instruments referred to in this Section 2.01, and any documents
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delivered thereunder shall be delivered to such Custodian and any Officer's Certificates delivered with
respect thereto shall be delivered to the Trustee, the Trust Administrator and such Custodian.
(d) It is the express intent of the parties to this Agreement that the conveyance
of the Mortgage Loans by the Depositor to the Trustee as provided in this Section 2.01 be, and be
construed as, a sale of the Mortgage Loans by the Depositor to the Trustee. It is, further, not the
intention of the parties to this Agreement that such conveyance be deemed a pledge of the Mortgage Loans
by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. However, in the
event that, notwithstanding the intent of the parties to this Agreement, the Mortgage Loans are held to
be the property of the Depositor, or if any for any other reason this Agreement is held or deemed to
create a security interest in the Mortgage Loans then (a) this Agreement shall also be deemed to be a
security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code;
(b) the conveyance provided for in this Section 2.01 shall be deemed to be a grant by the Depositor to
the Trustee for the benefit of the Certificateholders of a security interest in all of the Depositor's
right, title and interest in and to the Trust Fund and all proceeds of the conversion, voluntary or
involuntary, of any portion of the Trust Fund into cash or other liquid property; (c) the possession by
the Trustee or any Custodian of such items of property and such other items of property as constitute
instruments, money, negotiable documents or chattel paper shall be deemed to be "in possession by the
secured party" for purposes of perfecting the security interest pursuant to Section 9-313 of the New
York Uniform Commercial Code; and (d) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees
or agents (as applicable) of the Trustee for the benefit of the Certificateholders for the purpose of
perfecting such security interest under applicable law (except that nothing in this clause (d) shall
cause any person to be deemed to be an agent of the Trustee for any purpose other than for perfection of
such security interests unless, and then only to the extent, expressly appointed and authorized by the
Trustee in writing). The Depositor and the Trustee, upon directions from the Depositor, shall, to the
extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would
be deemed to be a perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement.
(e) The Depositor hereby authorizes and directs the Trust Administrator to
(i) execute the Interest Rate Cap Agreements and Swap Agreements, and (ii) to ratify, on behalf of the
Trust, the terms agreed to by the Depositor with respect to the Interest Rate Cap Agreements and Swap
Agreements. The Depositor shall pay or cause to be paid on behalf of the Trust the payments owed to the
Counterparties as of the Closing Date pursuant to the terms of the Interest Rate Cap Agreements and Swap
Agreements.
(f) Upon one Business Day's prior written notice to the Trustee, the Trust
Administrator and the Rating Agencies, on any Business Day designated by the Depositor during a
Prefunding Period, the Depositor, the Seller and the Trustee shall complete, execute and deliver a
Subsequent Transfer Agreement so long as each Rating Agency has provided notice that the execution and
delivery of such Subsequent Transfer Agreement will not result in a reduction or withdrawal of the
ratings assigned to the Certificates on the Closing Date.
The transfer of Subsequent Mortgage Loans and the other property and rights relating
to them on a Subsequent Transfer Date is subject to the satisfaction of each of the following conditions:
(i) each Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date
satisfies the representations and warranties applicable to it under this Agreement as of the
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applicable Subsequent Transfer Date; provided, however, that with respect to a breach of a
representation and warranty with respect to a Subsequent Mortgage Loan, the obligation under
Section 2.03 of this Agreement of the Seller to cure, repurchase or replace such Subsequent
Mortgage Loan shall constitute the sole remedy against the Seller respecting such breach
available to Certificateholders, the Depositor or the Trustee;
(ii) the Rating Agencies shall have been provided with an Opinion of Counsel
or Opinions of Counsel (dated as of the Closing Date), at the expense of the Depositor, with
respect to the characterization of the transfer of the Subsequent Mortgage Loans conveyed on
such Subsequent Transfer Date as a sale;
(iii) the execution and delivery of such Subsequent Transfer Agreement or
conveyance of the related Subsequent Mortgage Loans does not result in a reduction or
withdrawal of any ratings assigned to the Certificates on the Closing Date by the Rating
Agencies;
(iv) no Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date
was 30 or more days contractually delinquent as of its subsequent Cut-off Date;
(v) the remaining term to stated maturity of such Subsequent Mortgage Loan
will not exceed 30 years;
(vi) the Depositor shall have deposited in the Collection Account all
principal and interest collected with respect to the related Subsequent Mortgage Loans on or
after the related Subsequent Cut-off Date;
(xii) such Subsequent Mortgage Loan will be otherwise acceptable to the
Rating Agencies;
(xiii) no Subsequent Mortgage Loan will be subject to the Homeownership and
Equity Protection Act of 1994 or any comparable state or local law;
(xiv) no such Subsequent Mortgage Loan will be a balloon loan;
(xv) such Subsequent Mortgage Loan will satisfy the criteria set forth in
Section 2.01(f)(xv) of the Series Supplement; and
(xvi) following the conveyance of the Subsequent Mortgage Loans on such
Subsequent Transfer Date, the characteristics of the Mortgage Loans in the Prefunded Group will
have the characteristics set forth in Section 2.01(f)(xvi) of the Series Supplement.
(g) Upon (1) delivery to the Trustee and the Trust Administrator by the Depositor
of a revised Mortgage Loan Schedule reflecting the Subsequent Mortgage Loans conveyed on such Subsequent
Transfer Date and (2) delivery to the Trustee and the Trust Administrator by the Depositor of an
Officer's Certificate confirming the satisfaction of each of the conditions precedent set forth in
Section 2.01(f), the Trust Administrator shall remit to the Depositor the Aggregate Subsequent Transfer
Amount related to the Subsequent Mortgage Loans transferred by the Depositor on such Subsequent Transfer
Date from funds in the related Prefunding Account.
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The Trustee and the Trust Administrator shall not be required to investigate or
otherwise verify compliance with the conditions set forth in the preceding paragraph, except for its own
receipt of documents specified above, and shall be entitled to rely on the required Officer's
Certificate.
(h) Except as specifically set forth in this Agreement or by separate written
agreement among the related parties hereto, the Depositor, the Seller(s), each Servicer and the Master
Servicer agree that the provisions of this Agreement shall supersede any provisions in any existing
mortgage loan purchase agreement or servicing agreement with respect to the Mortgage Loans for which the
Depositor, the Seller(s), a Servicer or the Master Servicer may be a party.
(i) The Trustee is hereby directed, on or prior to the Closing Date, not in its
individual capacity but solely on behalf of the Trust, to execute and deliver each of the Designated
Servicing Agreements in the forms presented to it by the Depositor, for the benefit of the Holders of
the Certificates. The Trustee shall not be personally liable for the payment of any indebtedness or
expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty
or covenant made or undertaken by the Trustee on behalf of the Trust under the Designated Servicing
Agreements or any other related documents, as to all of which recourse shall be had solely to the assets
of the Trust in accordance with the terms of this Agreement. Every provision of this Agreement relating
to the conduct or affecting the liability of or affording protection to the Trustee shall apply to the
Trustee's execution of each Designated Servicing Agreement and the performance of any obligations
thereunder.
SECTION 2.02. Acceptance by the Trustee.
(a) Pursuant to the related Custodial Agreement, each Custodian agrees to execute
and deliver on the Closing Date to the Depositor, the Trustee and the Trust Administrator a Trust
Receipt and Initial Certification in the form annexed hereto as Exhibit I. Based on its review and
examination, and only as to the documents identified in such Trust Receipt and Initial Certification,
each Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage
Loan. The Custodians shall be under no duty or obligation to inspect, review or examine said documents,
instruments, certificates or other papers to determine that the same are genuine, enforceable or
appropriate for the represented purpose or that they have actually been recorded in the real estate
records or that they are other than what they purport to be on their face.
Pursuant to the related Custodial Agreement, not later than 90 days after the Closing
Date, each Custodian shall deliver to the Depositor, the Trustee and the Trust Administrator a Trust
Receipt and Final Certification in the form annexed hereto as Exhibit J, with any applicable exceptions
noted thereon.
Based solely upon the Trust Receipt and Initial Certification received from the
Custodians, and subject to the provisions of Section 2.01 and any exceptions noted on an exception
report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred
to in Section 2.01 above and declares that it holds and shall hold such documents and the other
documents delivered to it constituting the Mortgage File, and that it holds or shall hold all such
assets and such other assets included in the definition of the Trust Fund in trust for the exclusive use
and benefit of all present and future Certificateholders.
If, in the course of such review, a Custodian finds any document constituting a part
of a Mortgage File which does not meet the requirements of Section 2.01, such Custodian shall list such
as an exception in the Trust Receipt and Final Certification pursuant to the related Custodial
Agreement; provided, however, that a Custodian shall not make any determination as to whether (i) any
endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as
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noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable
form or is sufficient to effect the assignment of and transfer to the assignee thereof under the
mortgage to which the assignment relates.
The related Seller shall promptly correct or cure such defect within 90 days from the
date it was so notified of such defect and, if the related Seller does not correct or cure such defect
within such period and such defect materially and adversely affects the interests of Certificateholders
in the related Mortgage Loan, the related Seller shall either (a) substitute for the related Mortgage
Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and
subject to the conditions set forth in Section 2.03, or (b) repurchase such Mortgage Loan within 90 days
from the date that the related Seller was notified of such defect in writing at the Purchase Price of
such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the
substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a
delay in delivery of any documents by the appropriate recording office or title insurer, as applicable;
provided, however, that the related Seller shall have no liability for recording any Assignment of
Mortgage in favor of the Trustee or for the Custodian's failure to record such Assignment of Mortgage,
and provided, further, that no related Seller shall be obligated to repurchase or cure any Mortgage Loan
solely as a result of a Custodian's failure to record such Assignment of Mortgage. The Trust
Administrator shall deliver or direct the related Custodian to deliver to each Rating Agency written
notice within 270 days from the Closing Date indicating each Mortgage Loan (a) for which a mortgage or
assignment of mortgage required to be recorded hereunder has not been returned by the appropriate
recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan.
Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to
the related Custodian. Any such substitution pursuant to clause (a) of the preceding sentence shall not
be effected prior to the delivery to the Trustee and the Trust Administrator of (1) the Opinion of
Counsel required by Section 2.05 hereof, and (2) a Request for Release substantially in the form of
Exhibit K. No substitution is permitted to be made in any calendar month after the Determination Date
for such month. The Purchase Price for any such Mortgage Loan shall be remitted by the related Seller
to the related Servicer for deposit in the related Collection Account on or prior to the Business Day
immediately preceding such Distribution Date in the month following the month during which the related
Seller became obligated hereunder to repurchase or replace such Mortgage Loan. Upon receipt of such
remittance, the related Servicer shall deliver a Request for Release with respect thereto substantially
in the form of Exhibit K to the related Custodian, with copies to the Trustee and the Trust
Administrator, and upon receipt of such Request for Release, the related Custodian shall release the
related Mortgage File held for the benefit of the Certificateholders to the related Seller, and the
Trustee shall execute and deliver at the related Seller's direction such instruments of transfer or
assignment prepared by the related Seller, in each case without recourse, as shall be necessary to
transfer title from the Trustee to the related Seller.
If pursuant to the preceding paragraph the related Seller repurchases a Mortgage Loan
that is a MERS Mortgage Loan, the related Servicer shall, at the related Seller's expense, either
(i) cause MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the
Mortgage from MERS to the related Seller and shall cause such Mortgage to be removed from registration
on the MERS® System in accordance with MERS' rules and regulations or (ii) cause MERS to designate on
the MERS® System the related Seller as the beneficial holder of such Mortgage Loan.
(b) The related Custodian shall execute and deliver prior to 10:00 a.m. (New York
City time) on each Subsequent Transfer Date to the Depositor, the Trust Administrator and each Servicer,
a Subsequent Certification in the form annexed hereto as Exhibit I. Based on its review and
examination, and only as to the documents identified in such Subsequent Certification, the Custodian
shall acknowledge that such documents appear regular on their face and relate to such Subsequent
Mortgage Loan. None of the Trustee, the Trust Administrator or the related Custodian shall be under any
duty or obligation to inspect, review or examine said documents, instruments, certificates or other
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papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or
that they have actually been recorded in the real estate records or that they are other than what they
purport to be on their face.
Not later than 90 days after the end of each Prefunding Period, the related Custodian
shall deliver to the Depositor, the Trust Administrator, the Seller and each Servicer a Final
Certification with respect to the related Subsequent Mortgage Loans in the form annexed hereto as
Exhibit J with any applicable exceptions noted thereon.
If, in the course of such review of the Mortgage Files relating to the Subsequent
Mortgage Loans, the related Custodian finds any document constituting a part of a Mortgage File which
does not meet the requirements of Section 2.01, such Custodian shall list such as an exception in the
Final Certification; provided, however, that such Custodian shall not make any determination as to
whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so
endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in
recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under
the mortgage to which the assignment relates. The related Seller shall cure any such defect or
repurchase or substitute for any such Mortgage Loan in accordance with Section 2.02(a).
(c) It is understood and agreed that the obligation of the related Seller to cure,
substitute for or to repurchase any Mortgage Loan which does not meet the requirements of Section 2.01
shall constitute the sole remedy respecting such defect available to the Trustee, the Trust
Administrator, the Depositor and any Certificateholder against the related Seller.
(d) With respect to any Mortgage Loan that is delinquent or in default and for
which the related Seller reasonably believes breaches a representation, warranty or covenant under the
mortgage loan purchase agreement pursuant to which the related Seller purchased from the originator or
prior holder of such Mortgage Loan, the related Seller shall have the right to repurchase such Mortgage
Loan from the Trust at any time in order to facilitate its rights against such originator or prior
holder of such Mortgage Loan at a price equal to the Purchase Price; provided, however, that in no event
shall such repurchase take place with respect to Mortgage Loans constituting more than 5% of the
aggregate Cut-off Date Principal Balance of the Mortgage Loans plus amounts on deposit in the Prefunding
Accounts, if any, as of the Closing Date.
In the event that the related Seller exercises such option, the Purchase Price
therefor shall be remitted to the related Servicer for deposit in the related Collection Account. Upon
receipt of such remittance, the related Servicer shall deliver a Request for Release with respect
thereto substantially in the form of Exhibit K to the related Custodian, with copies to the Trustee and
the Trust Administrator, and upon receipt of such Request for Release, the related Custodian shall
release the related Mortgage File held for the benefit of the Certificateholders to the related Seller,
and the Trustee shall execute and deliver at the related Seller's direction such instruments of transfer
or assignment prepared by the related Seller, in each case without recourse, as shall be necessary to
transfer title from the Trustee to the related Seller.
SECTION 2.03. Representations and Warranties of the Seller(s), Master Servicer and
Servicers.
(a) Each of DLJMC, in its capacity as a Seller, Xxxxx Fargo, in its capacity as
Master Servicer, SPS, in its capacity as Servicer, Special Servicer and Modification Oversight Agent,
Xxxxx Fargo, in its capacity as Servicer, GreenPoint, in its capacity as Servicer, and WMMSC, in its
capacity as Servicer, in each case hereby makes the representations and warranties set forth in
Schedules IIA, IIB, IIC, IID, IIE and IIF hereto, respectively, and by this reference incorporated
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herein, to the Depositor, the Trustee and the Trust Administrator, as of the Closing Date, or if so
specified therein, as of the Cut-off Date or such other date as may be specified. In addition, SPS, in
its capacity as Servicer, Special Servicer and Modification Oversight Agent, GreenPoint, in its capacity
as Servicer, and Xxxxx Fargo, in its capacity as Servicer, makes the representations and warranties set
forth in Schedules IIC, IID and IIE hereto, respectively, and by this reference incorporated herein, to
the Master Servicer as of the Closing Date, or if so specified therein, as of the Cut-off Date or such
other date as may be specified.
(b) DLJMC, in its capacity as Seller, hereby makes the representations and
warranties set forth in Schedule III as to the Mortgage Loans and by this reference incorporated herein,
to the Depositor, the Trustee and the Trust Administrator, as of the Closing Date, or if so specified
therein, as of the Cut-off Date or such other date as may be specified.
(c) Upon discovery by any of the parties hereto of a breach of a representation or
warranty made pursuant to Section 2.03(b) that materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt notice
thereof to the other parties. The Seller hereby covenants that within 90 days of the earlier of its
discovery or its receipt of written notice from any party of a breach of any representation or warranty
made by it pursuant to Section 2.03(b) which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan sold by the Seller to the Trust, it shall cure such breach in
all material respects, and if such breach is not so cured, shall, (i) if such 90 day period expires
prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage
Loan") from the Trust Fund and substitute in its place a Qualified Substitute Mortgage Loan, in the
manner and subject to the conditions set forth in this Section 2.03; or (ii) repurchase the affected
Mortgage Loan or Mortgage Loans at the Purchase Price in the manner set forth below; provided, however,
that any such substitution pursuant to (i) above shall not be effected prior to the delivery to the
Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any,
and any such substitution pursuant to (i) above shall not be effected prior to the additional delivery
from the related Servicer to the Trustee, the Trust Administrator and the related Custodian of a Request
for Release substantially in the form of Exhibit K relating to the Deleted Mortgage Loan and the
Mortgage File for any such Qualified Substitute Mortgage Loan. The Seller shall promptly reimburse the
Trustee, the Trust Administrator, the Special Servicer and the related Servicer (if such Servicer is not
the Seller of such Mortgage Loan) for any actual out of pocket expenses reasonably incurred by the
Trustee, the Trust Administrator, the Special Servicer and the related Servicer (if such Servicer is not
the Seller of such Mortgage Loan) in respect of enforcing the remedies for such breach. With respect to
any representation and warranties described in this Section 2.03 which are made to the best of the
Seller's knowledge if it is discovered by any of the Depositor, the Master Servicer, the Seller, any
Servicer, the Special Servicer, the Modification Oversight Agent, the Trustee or the Trust Administrator
that the substance of such representation and warranty is inaccurate and such inaccuracy materially and
adversely affects the value of the related Mortgage Loan or the interests of the Certificateholders
therein, notwithstanding the Seller's lack of knowledge with respect to the substance of such
representation or warranty, such inaccuracy shall be deemed a breach of the applicable representation or
warranty.
With respect to any Qualified Substitute Mortgage Loan or Loans, the Seller shall
deliver to the related Custodian for the benefit of the Certificateholders the Mortgage Note, the
Mortgage, the related assignment of the Mortgage, and such other documents and agreements as are
required by Section 2.01(b), with the Mortgage Note endorsed and the Mortgage assigned as required by
Section 2.01. No substitution is permitted to be made in any calendar month after the Determination
Date for such month. Scheduled Payments due with respect to Qualified Substitute Mortgage Loans in the
month of substitution shall not be part of the Trust Fund and shall be retained by the Seller on the
next succeeding Distribution Date. For the month of substitution, distributions to Certificateholders
will include the monthly payment due on any Deleted Mortgage Loan for such month and thereafter the
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Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The
Seller shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the
removal of such Deleted Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or
Loans and the Seller shall deliver the amended Mortgage Loan Schedule to the Trustee, the Servicers and
the Trust Administrator. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall
be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made
with respect to such Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the
representations and warranties made pursuant to Section 2.03(b) with respect to such Mortgage Loan.
Upon any such substitution and the deposit to the Collection Account of the amount required to be
deposited therein in connection with such substitution as described in the following paragraph, the
Trustee shall instruct the related Custodian to release the Mortgage File held for the benefit of the
Certificateholders relating to such Deleted Mortgage Loan to the Seller and the Trustee shall execute
and deliver at the Seller's direction such instruments of transfer or assignment prepared by the Seller,
in each case without recourse, as shall be necessary to vest title in the Seller, or its designee, the
Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03.
For any month in which the Seller substitutes one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer shall determine the amount
(if any) by which the aggregate principal balance of all such Qualified Substitute Mortgage Loans as of
the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted
Mortgage Loans (after application of the scheduled principal portion of the monthly payments due in the
month of substitution). The amount of such shortage (the "Substitution Adjustment Amount") plus an
amount equal to the aggregate of any unreimbursed Advances, Servicing Advances and unpaid Servicing Fees
with respect to such Deleted Mortgage Loans shall be remitted to the related Servicer for deposit in the
related Collection Account by the Seller on or before the Business Day immediately preceding the
Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan
became required to be repurchased or replaced hereunder. Upon receipt of such remittance, the related
Servicer shall deliver a Request for Release with respect thereto substantially in the form of Exhibit K
to the related Custodian, with copies to the Trustee and the Trust Administrator.
One or more mortgage loans may be substituted for one or more Deleted Mortgage Loans.
The determination of whether a mortgage loan is a Qualified Substitute Mortgage Loan may be satisfied on
an individual basis. Alternatively, if more than one mortgage loan is to be substituted for one or more
Deleted Mortgage Loans, the characteristics of such mortgage loans and Deleted Mortgage Loans shall be
aggregated or calculated on a weighted average basis, as applicable, in determining whether such
mortgage loans are Qualified Substitute Mortgage Loans.
In the event that the Seller shall be required to repurchase a Mortgage Loan pursuant
to this Agreement, the Purchase Price therefor shall be remitted to the related Servicer for deposit in
the related Collection Account on or before the Business Day immediately preceding the Distribution Date
in the month following the month during which the Seller became obligated hereunder to repurchase or
replace such Mortgage Loan. Upon receipt of such remittance of the Purchase Price, the related Servicer
shall deliver a Request for Release with respect thereto substantially in the form of Exhibit K to the
related Custodian, with copies to the Trustee and the Trust Administrator, and upon receipt of such
Request for Release, the related Custodian shall release the related Mortgage File held for the benefit
of the Certificateholders to such Person, and the Trustee shall execute and deliver at such Person's
direction such instruments of transfer or assignment prepared by such Person, in each case without
recourse, as shall be necessary to transfer title from the Trustee. It is understood and agreed that
the obligation under this Agreement of any Person to cure, repurchase or substitute any Mortgage Loan as
to which a breach has occurred and is continuing shall constitute the sole remedy against such Persons
respecting such breach available to Certificateholders, the Depositor, the Trustee or the Trust
Administrator on their behalf.
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The representations and warranties made pursuant to this Section 2.03 shall survive
delivery of the respective Mortgage Files to the Trustee, the Trust Administrator or the Custodians for
the benefit of the Certificateholders.
Notwithstanding the foregoing, the substitution of a Deleted Mortgage Loan or the
repurchase of a Mortgage Loan by the Seller shall be subject to, and shall in no way adversely affect,
the rights of the owner of the servicing rights related to such Deleted Mortgage Loan or Mortgage Loan,
as applicable.
SECTION 2.04. Representations and Warranties of the Depositor as to the Mortgage
Loans.
The Depositor hereby represents and warrants to the Trustee with respect to the
Mortgage Loans that, as of the Closing Date, assuming good title has been conveyed to the Depositor, the
Depositor had good title to the Mortgage Loans and Mortgage Notes, and did not encumber the Mortgage
Loans during its period of ownership thereof, other than as contemplated by the Agreement.
It is understood and agreed that the representations and warranties set forth in this
Section 2.04 shall survive delivery of the Mortgage Files to the related Custodian.
SECTION 2.05. Delivery of Opinion of Counsel in Connection with Substitutions.
Notwithstanding any contrary provision of this Agreement, no substitution pursuant to
Section 2.02 shall be made more than ninety (90) days after the Closing Date unless the Seller delivers
to the Trustee and the Trust Administrator an Opinion of Counsel, which Opinion of Counsel shall not be
at the expense of any of the Trustee, the Trust Administrator or the Trust Fund, addressed to the
Trustee and the Trust Administrator, to the effect that such substitution will not (i) result in the
imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup
Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause any REMIC
created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding;
provided, however, that no Opinion of Counsel shall be required if (A) the substitution occurs within
two years of the Closing Date and (B) the substitution occurs with respect to Mortgage Loans that are
"defective" under the Code and the Seller delivers to the Trustee and the Trust Administrator an
Officer's Certificate substantially in the form of Exhibit Z.
SECTION 2.06. Issuance of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans together with the
assignment to it of all other assets included in the Trust Fund, receipt of which, subject to the
provisions of Section 2.02, is hereby acknowledged. Concurrently with such assignment and delivery and
in exchange therefor, the Trust Administrator, pursuant to the written request of the Depositor executed
by an officer of the Depositor, has executed the Certificates and caused them to be authenticated and
delivered to or upon the order of the Depositor in authorized denominations which evidence ownership of
the Trust Fund. The rights of the Holders of such Certificates to receive distributions from the Trust
Fund and all ownership interests of the Holders of the Certificates in such distributions shall be as
set forth in this Agreement.
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SECTION 2.07. REMIC Provisions.
As set forth in Section 2.07 of the Series Supplement.
SECTION 2.08. Covenants of the Master Servicer and each Servicer.
(a) The Master Servicer and each Servicer, severally and not jointly, hereby
covenants to the Depositor, the Trustee and the Trust Administrator as follows:
(i) Such Servicer or the Master Servicer shall comply in the performance
of its obligations under this Agreement in all material respects with all reasonable rules and
requirements of the insurer under each Mortgage Guaranty Insurance Policy; and
(ii) No written information, certificate of an officer, statement
furnished in writing or written report delivered to the Depositor, any affiliate of the
Depositor, the Trustee or the Trust Administrator and prepared by the Master Servicer or such
Servicer pursuant to this Agreement shall contain any untrue statement of a material fact.
(b) The Master Servicer and each Servicer agrees to indemnify the Trust Fund, the
Depositor, the Trust Administrator and the Trustee for losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other costs and expenses imposed on
or incurred by the Trust Fund, the Depositor, the Trust Administrator or the Trustee, as a result of a
breach of the Master Servicer's or such Servicer's, as applicable, covenants set forth above in
Section 2.08(a).
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
SECTION 3.01. Servicers to Service Mortgage Loans.
For and on behalf of the Certificateholders, as independent contractors of the Trust,
(i) each Servicer, severally and not jointly, shall service and administer the related Non-Designated
Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices and
with all applicable requirements of the Servicing Criteria, (ii) the Master Servicer shall, in
accordance with Section 3.03 of this Agreement, master service and administer the Non-Designated
Mortgage Loans (other than the WMMSC Serviced Mortgage Loans) by overseeing and enforcing the servicing
of the Non-Designated Mortgage Loans (other than the WMMSC Serviced Mortgage Loans) by the related
Servicer (other than WMMSC) according to the terms of this Agreement and (iii) the Master Servicer
shall, in accordance with the Section 3.20 of this Agreement, master service and administer the
Designated Mortgage Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by
the related Designated Servicer according to the terms of the related Designated Servicing Agreement.
The obligations of each of GreenPoint, SPS, Xxxxx Fargo and WMMSC hereunder to service and administer
the Mortgage Loans shall be limited to the GreenPoint Serviced Mortgage Loans, the SPS Serviced Mortgage
Loans, the Xxxxx Fargo Serviced Mortgage Loans, and the WMMSC Serviced Mortgage Loans, respectively; and
with respect to the duties and obligations of each Servicer, references herein to related "Mortgage
Loans" shall be limited to the GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and
related REO Properties) in the case of GreenPoint, the SPS Serviced Mortgage Loans (and the related
proceeds thereof and related REO Properties) in the case of SPS, the Xxxxx Fargo Serviced Mortgage Loans
(and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo and the WMMSC
Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of
WMMSC; and in no event shall any Servicer have any responsibility or liability with respect to any of
the other Mortgage Loans. The obligations of the Master Servicer to master service and administer the
Mortgage Loans shall be limited to the GreenPoint Serviced Mortgage Loans, the SPS Serviced Mortgage
Loans, the Xxxxx Fargo Serviced Mortgage Loans, the Special Serviced Mortgage Loans and the Designated
Mortgage Loans. Notwithstanding anything to the contrary contained in this Agreement, the Master
Servicer shall have no obligations to master service or administer the WMMSC Serviced Mortgage Loans.
In connection with such servicing and administration of the Non-Designated Mortgage Loans, the Master
Servicer and each Servicer shall have full power and authority, acting alone and/or through
Sub-Servicers as provided in Section 3.02 hereof, to do or cause to be done any and all things that it
may deem necessary or desirable in connection with such servicing and administration, including but not
limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf
of the Certificateholders and the Trust, customary consents or waivers and other instruments and
documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes
and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any
Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other
conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided, that neither
the Master Servicer nor a Servicer shall take any action that is inconsistent with or prejudices the
interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests
of the Depositor, the Trustee, the Trust Administrator or the Certificateholders under this Agreement.
The Master Servicer and each Servicer shall represent and protect the interests of the Trust Fund in the
same manner as it protects its own interests in mortgage loans in its own portfolio in any claim,
proceeding or litigation regarding a Mortgage Loan, and shall not make or permit any modification,
waiver or amendment of any Mortgage Loan that would cause any REMIC created hereunder to fail to qualify
as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G(d) of the Code.
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Without limiting the generality of the foregoing, the Master Servicer and each Servicer, in its own name
or in the name of the Depositor and the Trust, is hereby authorized and empowered by the Depositor, the
Trust and the Trust Administrator, when the Master Servicer or such Servicer believes it appropriate in
its reasonable judgment, to execute and deliver, on behalf of the Trust, the Trustee, the Trust
Administrator, the Depositor, the Certificateholders or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge and all other comparable
instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for
the benefit of the Certificateholders. The Master Servicer and each Servicer shall prepare and deliver
to the Depositor and/or the Trustee and/or the Trust Administrator such documents requiring execution
and delivery by either or both of them as are necessary or appropriate to enable the Master Servicer or
such Servicer to master service and administer or service and administer the Mortgage Loans, as
applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and
deliver such documents pursuant to the preceding sentence. Upon receipt of such documents, the
Depositor and/or the Trustee or the Trust Administrator shall execute such documents and deliver them to
the Master Servicer or such Servicer.
In accordance with the standards of the first paragraph of this Section 3.01 and
unless determined in good faith to be a Nonrecoverable Advance, each Servicer shall advance or cause to
be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the
Mortgaged Properties related to the Non-Designated Mortgage Loans, which advances constitute Servicing
Advances and shall be reimbursable in the first instance from related collections from the Mortgagors
pursuant to Section 3.06, and further as provided in Section 3.08. In no event shall any Servicer be
required to make any Servicing Advance which would constitute a Nonrecoverable Advance. The costs
incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the
Mortgaged Properties related to the Non-Designated Mortgage Loans and related insurance premiums shall
not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the
Stated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms
of such Non-Designated Mortgage Loans so permit; provided, however, that the limitations contained in
this sentence shall not apply to modifications made pursuant to Section 3.05(a). The parties to this
Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to the terms of this
Agreement and agree that no Servicing Advance shall be rejected or disallowed by any party unless it has
been shown that such Servicing Advance was not made in accordance with this Agreement.
Each Servicer hereby acknowledges that, to the extent such Servicer has previously
serviced some or all of the Non-Designated Mortgage Loans pursuant to another servicing agreement, the
servicing provisions contained in this Agreement shall supersede the servicing provisions contained in
such other servicing agreement from and after the Closing Date, except that such other servicing
agreement shall survive and govern with respect to excess servicing fees and termination without cause.
In addition, the Master Servicer hereby acknowledges that, to the extent the Master Servicer or any
Designated Servicer has previously serviced some or all of the Designated Mortgage Loans pursuant to
another servicing agreement, the provisions contained in the related Designated Servicing Agreement
shall supersede the provisions contained in such other servicing agreement from and after the Closing
Date.
Notwithstanding anything in this Agreement to the contrary, the purchase of any
Mortgage Loan by any Person shall be subject to, and shall in no way adversely affect, the rights of the
owner of the servicing rights related to such Mortgage Loan.
With respect to each Mortgage Loan, the related Servicer (other than WMMSC) shall
fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations and any
other applicable laws, accurate and complete information (e.g., favorable and unfavorable) on its
borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly]
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basis, to the extent that such Mortgage Loan has been serviced by such Servicer for a period of at least
sixty (60) days.
With respect to each WMMSC Serviced Mortgage Loan, WMMSC will furnish information
regarding its borrower credit files to credit reporting agencies in compliance with the provisions of
the Fair Credit Reporting Act and its implementing regulations applicable to WMMSC.
Each Servicer is authorized and empowered by the Trustee, on behalf of the
Certificateholders and the Trustee, in its own name or in the name of any Sub-Servicer, when a Servicer
or any Sub-Servicer, as the case may be, believes it appropriate in its best judgment to register any
related Mortgage Loan on the MERS® System, or cause the removal from the registration of such Mortgage
Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or
any of them, any and all instruments of assignment and other comparable instruments with respect to such
assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns.
SECTION 3.02. Subservicing; Enforcement of the Obligations of Sub-Servicers.
(a) The Non-Designated Mortgage Loans may be subserviced by a Sub-Servicer on
behalf of the related Servicer in accordance with the servicing provisions of this Agreement; provided,
that the Sub-Servicer must be a FNMA-approved lender or a FHLMC seller/servicer in good standing. With
respect to the Non-Designated Mortgage Loans, each Servicer may perform any of its servicing
responsibilities hereunder or may cause the Sub-Servicer to perform any such servicing responsibilities
on its behalf, but the use by such Servicer of the Sub-Servicer shall not release such Servicer from any
of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and
omissions of the Sub-Servicer as fully as if such acts and omissions were those of such Servicer. With
respect to the Non-Designated Mortgage Loans, each Servicer shall pay all fees and expenses of any
Sub-Servicer engaged by such Servicer from its own funds.
A Servicer shall not permit a Sub-Servicer to perform any servicing responsibilities
hereunder with respect to the Non-Designated Mortgage Loans unless that Sub-Servicer first agrees in
writing with such Servicer to deliver an 1123 Certificate, an Assessment of Compliance and an
Accountant's Attestation in such manner and at such times that permits that Servicer to comply with
Sections 13.06, 13.07 and 13.08 of this Agreement.
Notwithstanding the foregoing, with respect to the Non-Designated Mortgage Loans, each
Servicer shall be entitled to outsource one or more separate servicing functions to a Person (each, an
"Outsourcer") that does not meet the eligibility requirements for a Sub-Servicer, so long as such
outsourcing does not constitute the delegation of such Servicer's obligation to perform all or
substantially all of the servicing of the related Non-Designated Mortgage Loans to such Outsourcer. In
such event, the use by a Servicer of any such Outsourcer shall not release the related Servicer from any
of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and
omissions of such Outsourcer as fully as if such acts and omissions were those of such Servicer, and
such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer's own funds.
A Servicer shall not outsource one or more separate servicing functions hereunder with
respect to the Non-Designated Mortgage Loans to any Subcontractor unless that Subcontractor first agrees
in writing with such Servicer to deliver an Assessment of Compliance and an Accountant's Attestation in
such manner and at such times that permits that Servicer to comply with Sections 13.06, 13.07 and 13.08
of this Agreement.
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Each Servicer may in connection with its duties as Servicer hereunder enter into
transactions with any of its Affiliates relating to the Non-Designated Mortgage Loans; provided that
(a) such Servicer acts (i) in accordance with Accepted Servicing Practices and the terms of this
Agreement, and (ii) in the ordinary course of business of such Servicer; and (b) the terms of such
transaction are no less favorable to such Servicer than it would obtain in a comparable arm's-length
transaction with a Person that is not an Affiliate of such Servicer. Notwithstanding the preceding
sentence, any such transaction between a Servicer and any of its Affiliates shall not release such
Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for
all acts and omissions of such Affiliate with respect to such Mortgage Loans serviced by it as fully as
if such acts and omissions were those of such Servicer. Any fees and expenses relating to such
transaction between such Servicer and its Affiliate that are not otherwise reimbursable to such Servicer
pursuant to this Agreement shall be borne by the parties thereto and shall not be an expense or fee of
the Trust, the Depositor, the Trustee, the Trust Administrator, the Seller or the Master Servicer.
(b) With respect to any Non-Designated Mortgage Loans, at the cost and expense of
a Servicer, without any right of reimbursement from the Depositor, the Trustee, the Trust Administrator
or the applicable Collection Account, such Servicer shall be entitled to terminate the rights and
responsibilities of its Sub-Servicer and arrange for any servicing responsibilities to be performed by a
successor Sub-Servicer meeting the requirements set forth in Section 3.02(a), provided, however, that
nothing contained herein shall be deemed to prevent or prohibit such Servicer, at such Servicer's
option, from electing to service the related Non-Designated Mortgage Loans itself. In the event that a
Servicer's responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, and
if requested to do so by the Trustee or Trust Administrator or such Servicer shall, at its own cost and
expense terminate the rights and responsibilities of its Sub-Servicer as soon as is reasonably
possible. Each Servicer shall pay all fees, expenses or penalties necessary in order to terminate the
rights and responsibilities of its Sub-Servicer from such Servicer's own funds without any right of
reimbursement from the Depositor, Trustee, Trust Administrator, or the applicable Collection Account.
(c) Notwithstanding any of the provisions of this Agreement relating to agreements
or arrangements between a Servicer and its Sub-Servicer or a Servicer and its Outsourcer, or any
reference herein to actions taken through the Sub-Servicer, the Outsourcer, or otherwise, the related
Servicer shall not be relieved of its obligations to the Depositor, the Trust, Trustee, the Trust
Administrator or Certificateholders and shall be obligated to the same extent and under the same terms
and conditions as if it alone were servicing and administering the related Non-Designated Mortgage
Loans. Each Servicer shall be entitled to enter into an agreement with its Sub-Servicer and Outsourcer
for indemnification of such Servicer by such Sub-Servicer or Outsourcer, as applicable, and nothing
contained in this Agreement shall be deemed to limit or modify such indemnification.
For purposes of this Agreement, a Servicer shall be deemed to have received any
collections, recoveries or payments with respect to the related Non-Designated Mortgage Loans that are
received by a related Sub-Servicer regardless of whether such payments are remitted by the Sub-Servicer
to such Servicer.
Any Subservicing Agreement and any other transactions or services relating to the
Non-Designated Mortgage Loans involving a Sub-Servicer shall be deemed to be between the Sub-Servicer,
and the related Servicer alone, and the Depositor, the Trustee, the Trust Administrator, the Master
Servicer, the other Servicers and the Special Servicer shall have no obligations, duties or liabilities
with respect to a Sub-Servicer including no obligation, duty or liability of the Depositor, Trustee, the
Trust Administrator, the Master Servicer, the Special Servicer or other Servicers to pay a
Sub-Servicer's fees and expenses.
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(d) Each Servicer is hereby authorized to enter into a financing or other facility
(any such arrangement, a "Facility") under which (i) such Servicer assigns or pledges to another person
(a "Lender") (A) such Servicer's rights under this Agreement to be reimbursed for any Advances or
Servicing Advances, and (B) any and all rights of such Servicer under this Agreement resulting from such
Servicer's performance of its obligations under this Agreement, including, without limitation, any
Servicing Fees, interest income, Ancillary Income, and other payments received by such Servicer for
servicing the Mortgage Loans related thereto and (ii) the Lender agrees to fund some or all Advances
and/or Servicing Advances required to be made by such Servicer pursuant to this Agreement. No consent
of the Trustee, Trust Administrator, Master Servicer, Certificateholders, Rating Agency or any other
party is required before such Servicer may enter into a Facility; provided, however, that the consent of
the Trust Administrator shall be required before such Servicer may cause to be outstanding at one time
more than one Facility. Notwithstanding the existence of any Facility, such Servicer shall remain
obligated pursuant to this Agreement to make Advances and Servicing Advances pursuant to and as required
by this Agreement, and to perform all duties and obligations of such Servicer under this Agreement and
shall not be relieved of such obligations by virtue of such Facility.
SECTION 3.03. Master Servicing by Master Servicer.
For and on behalf of the Certificateholders, the Master Servicer shall oversee and
enforce the obligation of Xxxxx Fargo, GreenPoint and SPS to service and administer the Xxxxx Fargo
Serviced Mortgage Loans, GreenPoint Serviced Mortgage Loans and SPS Serviced Mortgage Loans,
respectively, in accordance with the terms of this Agreement and shall have full power and authority to
do any and all things which it may deem necessary or desirable in connection with such master servicing
and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner
consistent with this Agreement and with customary and usual standards of practice of prudent mortgage
loan master servicers. Furthermore, the Master Servicer shall oversee and consult with the Servicers
(other than WMMSC) as necessary from time-to-time to carry out the Master Servicer's obligations
hereunder, shall receive, review and evaluate all reports, information and other data provided to the
Master Servicer by the Servicers (other than WMMSC) and shall cause each Servicer (other than WMMSC) to
perform and observe the covenants, obligations and conditions to be performed or observed by such
Servicer under this Agreement.
With respect to any Distribution Date, no later than the related Cash Remittance Date,
the Master Servicer shall remit to the Trust Administrator for deposit in the Certificate Account the
amount of the Compensating Interest Payment for the Master Servicer, with respect to each Mortgage Loan,
for the related Prepayment Period, to the extent any of Xxxxx Fargo, GreenPoint, SPS or the related
Designated Servicer, as applicable, defaults in its obligation to make such Compensating Interest
Payment pursuant to Section 3.05. The aggregate of such deposits shall be made from the Master
Servicer's own funds, without reimbursement therefor.
SECTION 3.04. Trustee to Act as Master Servicer or Servicer.
In the event that (A) the Master Servicer shall for any reason no longer be Master
Servicer hereunder, or (B) any Servicer (other than WMMSC) shall for any reason no longer be a Servicer
hereunder and the Master Servicer shall for any reason no longer be Master Servicer hereunder (including,
in each case, by reason of an Event of Default), then in each case, the Trustee or its successor shall
thereupon assume all of the rights and obligations of the Master Servicer or such Servicer hereunder
arising thereafter (except that the Trustee shall not be (i) liable for losses of the Master Servicer or
such Servicer pursuant to Section 3.09 hereof or any acts or omissions of the related predecessor of the
Master Servicer or such Servicer hereunder, (ii) obligated to make Advances if it is prohibited from
doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans
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hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to
Section 2.02 or 2.03 hereof or (iv) deemed to have made any representations and warranties of the Master
Servicer or such Servicer hereunder); (v) be obligated to perform any obligation of the Master Servicer
or such Servicer under Section 13.06 or Section 13.08 with respect to any period of time during which
the Trustee was not acting as the Master Servicer or Servicer). Any such assumption shall be subject to
Section 8.02 hereof. Notwithstanding the foregoing, if the Trustee has become the successor to the
Master Servicer or a Servicer hereunder, the Trustee may, if it shall be unwilling to so act, or shall,
if it is unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any
established mortgage loan servicing institution, the appointment of which does not adversely affect the
then-current rating of the Certificates, as the successor to the Master Servicer or a Servicer hereunder
in the assumption of all or any part of the responsibilities, duties or liabilities of the Master
Servicer or such Servicer, as applicable, provided that such successor to the Master Servicer or such
Servicer, as applicable, shall not be deemed to have made any representation or warranty as to any
Mortgage Loan made by the Master Servicer or such Servicer, as applicable.
Each Servicer shall, upon request of the Trust Administrator, but at the expense of
such Servicer, deliver to the assuming party all documents and records relating to each Subservicing
Agreement or substitute Subservicing Agreement and the Mortgage Loans then being serviced thereunder and
hereunder by such Servicer and an accounting of amounts collected or held by it and otherwise use its
best efforts to effect the orderly and efficient transfer of the Subservicing Agreement or substitute
Subservicing Agreement to the assuming party.
SECTION 3.05. Collection of Mortgage Loans; Collection Accounts; Certificate
Account.
(a) Continuously from the date hereof until the principal and interest on all
Non-Designated Mortgage Loans have been paid in full or such Non-Designated Mortgage Loans have become
Liquidated Mortgage Loans, each Servicer shall proceed in accordance with Accepted Servicing Practices
to collect all payments due under each of the related Non-Designated Mortgage Loans when the same shall
become due and payable to the extent consistent with this Agreement and the terms and provisions of any
related Mortgage Guaranty Insurance Policy and shall take special care with respect to the
Non-Designated Mortgage Loans for which a Servicer collects escrow payments in ascertaining and
estimating Escrow Payments and all other charges that will become due and payable with respect to the
Non-Designated Mortgage Loans and the related Mortgaged Properties, to the end that the installments
payable by the related Mortgagors will be sufficient to pay such charges as and when they become due and
payable. Consistent with the foregoing, in connection with Non-Designated Mortgage Loans which it is
directly servicing, each Servicer may in its discretion extend the Due Dates for payments due on a
Mortgage Note for a period not greater than 180 days; provided, however, that no such Servicer can
extend the maturity of any such Non-Designated Mortgage Loan past the date on which the final payment is
due on the latest maturing Mortgage Loan as of the Cut-off Date. In the event of any such arrangement,
the related Servicer shall make Advances on the related Non-Designated Mortgage Loans in accordance with
the provisions of Section 5.01 during the scheduled period in accordance with the amortization schedule
of such Mortgage Loan without modification thereof by reason of such arrangements. No Servicer shall be
required to institute or join in litigation with respect to collection of any payment (whether under a
Mortgage, Mortgage Note or otherwise or against any public or governmental authority with respect to a
taking or condemnation) if it reasonably believes that enforcing the provision of the Mortgage or other
instrument pursuant to which such payment is required is prohibited by applicable law.
Consistent with the foregoing, in instances when a Non-Designated Mortgage Loan is in
default or default is reasonably foreseeable (within the meaning of the REMIC Provisions), and if in the
related Servicer's determination, in accordance with Accepted Servicing Practices, such modification is
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not materially adverse to the interests of the Certificateholders (taking into account any estimated
Realized Loss that might result absent such action), the related Servicer may modify the terms of such
Non-Designated Mortgage Loan to (1) capitalize to the principal balance of such Non-Designated Mortgage
Loan unreimbursed Monthly Advances, unreimbursed Servicing Advances, unpaid Servicing Fees, and related
amounts due to the related Servicer; (2) defer such amounts to a balloon payment due on the final
payment date of such Non-Designated Mortgage Loan; (3) extend the maturity of any such Non-Designated
Mortgage Loan, but in no instance past the date on which the final payment is due on the latest maturing
Mortgage Loan in the related Loan Group as of the Initial Cut-off Date; (4) reduce the related Mortgage
Rate (provided that the Mortgage Rate of any fixed-rate Mortgage Loan may not be reduced, and the
Mortgage Rate of any adjustable rate Mortgage Loan may not be reduced below the Mortgage Rate of such
Mortgage Loan immediately prior to the related first adjustment date); and/or (5) accept less than the
outstanding principal balance as satisfaction of such Mortgage Loan; provided, however, that the related
Servicer shall be obligated, if so directed by the Modification Oversight Agent, to obtain the consent
of the Modification Oversight Agent prior to taking such action, unless such action is required by
applicable law.
To the extent a Servicer is required to obtain the consent of the Modification
Oversight Agent prior to any modification, it shall submit to the Modification Oversight Agent any
information the Modification Oversight Agent requires, in such form as the Modification Oversight Agent
shall reasonably request, or in such form as may be mutually agreed upon between such Servicer and the
Modification Oversight Agent, with respect to each Mortgage Loan subject to a proposed modification.
The Modification Oversight Agent acknowledges that it may, in the course of performing
its responsibilities under this Agreement, be exposed to or acquire information concerning the Mortgage
Loans and the related Mortgagors that may be furnished orally, electronically or in writing by the
related Servicer, for the purpose of reviewing the modification of a Mortgage Loan, which information
constitutes "nonpublic personal information" within the meaning of the Xxxxx-Xxxxx-Xxxxx Act of 1999;
nonpublic financial, business, scientific, and technical information of such Servicer (including but not
limited to patterns, plans, compilations, program devices, formulas, designs, methods, techniques,
processes, procedures, programs), which information is proprietary or confidential to the Servicer
(collectively, "Confidential Information"). The Modification Oversight Agent agrees to hold the
Confidential Information in strict confidence and not use any Confidential Information of any Servicer
(i) other than in connection with its obligations under this Agreement; (ii) for its own benefit; (iii)
for the benefit of any third party; or (iv) to such Servicer's detriment. The Modification Oversight
Agent may disclose Confidential Information to its employees or agents (collectively, "Representatives")
who have a need to know such information in connection with the performance of the Modification
Oversight Agent's obligations under this Agreement, provided that the Modification Oversight Agent
advises its Representatives exposed to such Confidential Information of their obligation to keep such
information confidential.
(b) Each Servicer shall segregate and hold all funds collected and received
pursuant to a Non-Designated Mortgage Loan separate and apart from any of its own funds and general
assets and shall establish and maintain one or more Collection Accounts, in the form of time deposit or
demand accounts, titled "[Servicer's name], in trust for the Holders of [Name of Series Trust]" or, if
established and maintained by a Sub-Servicer on behalf of a Servicer, "[Sub-Servicer's name], in trust
for [Servicer's name]" or "[Sub-Servicer's name], as agent, trustee and/or bailee of principal and
interest custodial account for [Servicer's name], its successors and assigns, for various owners of
interest in [Servicer's name] mortgage-backed pools. In the event that a Sub-Servicer employs a
Sub-Servicer, the Collection Account shall be titled "[name of Sub-Servicer's sub-servicer], in trust for
[Sub-Servicer's name]." Each Collection Account maintained by each Servicer (other than Xxxxx Fargo),
shall be an Eligible Account acceptable to the Depositor and the Trust Administrator. Each Collection
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Account maintained by Xxxxx Fargo shall be an Eligible Account. Funds deposited in a Collection Account
may be drawn on by the related Servicer in accordance with Section 3.08. Any funds deposited in a
Collection Account (other than an account established by WMMSC) shall either be invested in Eligible
Investments or at all times be fully insured to the full extent permitted under applicable law.
Notwithstanding the foregoing, one of the Collection Accounts established by WMMSC shall be an
Investment Account.
(c) Each Servicer shall deposit in the applicable Collection Account on a daily
basis, within two Business Days of receipt, unless otherwise indicated, and retain therein, the
following collections remitted by Sub-Servicers or payments received by such Servicer and payments made
by such Servicer subsequent to the Cut-off Date, other than payments of principal and interest due on or
before the Cut-off Date:
(i) all payments on account of principal on the related Non-Designated
Mortgage Loans, including all Principal Prepayments;
(ii) all payments on account of interest on the related Non-Designated
Mortgage Loans adjusted to the per annum rate equal to the Mortgage Rate reduced by the sum of
the related Expense Fee Rate, as applicable;
(iii) all Liquidation Proceeds on the related Non-Designated Mortgage Loans;
(iv) all Insurance Proceeds on the related Non-Designated Mortgage Loans
including amounts required to be deposited pursuant to Section 3.09 (other than proceeds to be
held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property
or released to the Mortgagor in accordance with Section 3.09);
(v) all Advances made by such Servicer pursuant to Section 5.01;
(vi) no later than the withdrawal from the Collection Account pursuant to
Section 3.08(a)(ix) each month, the applicable amount of the Compensating Interest Payment for
such Servicer for the related Prepayment Period. The aggregate of such deposits shall be made
from such Servicer's own funds, without reimbursement therefor;
(vii) any amounts required to be deposited by such Servicer in respect of
net monthly income from REO Property related to any Non-Designated Mortgage Loan pursuant to
Section 3.11;
(viii) all Assigned Prepayment Premiums, if applicable; and
(ix) any other amounts required to be deposited hereunder.
The foregoing requirements for deposit into each Collection Account shall be
exclusive, it being understood and agreed that, without limiting the generality of the foregoing, with
respect to the Non-Designated Mortgage Loans, Ancillary Income need not be deposited by such Servicer
into such Collection Account. In addition, notwithstanding the provisions of this Section 3.05, each
Servicer may deduct from amounts received by it, prior to deposit into the applicable Collection
Account, any portion of any Scheduled Payment representing (i) the applicable Servicing Fee and any
other amounts owed to such Servicer pursuant to Section 3.14 and (ii) with respect to each
Non-Designated Mortgage Loan covered by a Lender Paid Mortgage Guaranty Insurance Policy, any amounts
required to effect timely payment of the premiums on such Mortgage Guaranty Insurance Policy pursuant to
Section 3.09(c). In the event that a Servicer shall remit any amount not required to be remitted, it
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may at any time withdraw or direct the institution maintaining the related Collection Account to
withdraw such amount from such Collection Account, any provision herein to the contrary
notwithstanding. Such withdrawal or direction may be accomplished by delivering written notice thereof
to the Trustee or such other institution maintaining such Collection Account which describes the amounts
deposited in error in such Collection Account. Each Servicer shall maintain adequate records with
respect to all withdrawals made by it pursuant to this Section 3.05. All funds deposited in a
Collection Account shall be held in trust for the Certificateholders until withdrawn in accordance with
Section 3.08(a).
(d) On or prior to the Closing Date, the Trust Administrator shall establish and
maintain, on behalf of the Certificateholders, the Certificate Account. The Trust Administrator shall,
promptly upon receipt, deposit in the Certificate Account and retain therein the following:
(i) pursuant to Section 3.08(a)(ix), the aggregate amount remitted by
each Servicer of Non-Designated Mortgage Loans to the Trust Administrator and (x) and the
aggregate amount remitted by each Designated Servicer to the Master Servicer or Trust
Administrator pursuant to their respective Designated Servicing Agreements, in each case
including any Assigned Prepayment Premiums;
(ii) any amount deposited by the Trust Administrator pursuant to
Section 3.05(e) in connection with any losses on Eligible Investments;
(iii) all Compensating Interest Payments remitted by the Master Servicer to
the Trust Administrator pursuant to Section 3.03 and Section 3.20(c);
(iv) all Advances remitted by the Master Servicer to the Trust
Administrator pursuant to Section 5.01 and Section 3.20(b); and
(v) any other amounts deposited hereunder which are required to be
deposited in the Certificate Account.
In the event that the Master Servicer or a Servicer shall remit to the Trust
Administrator any amount not required to be remitted, the Master Servicer or such Servicer, as
applicable, may at any time direct the Trust Administrator to withdraw such amount from the Certificate
Account, any provision herein to the contrary notwithstanding. Such direction may be accomplished by
delivering an Officer's Certificate to the Trust Administrator which describes the amounts deposited in
error in the Certificate Account. All funds deposited in the Certificate Account shall be held by the
Trust Administrator in trust for the Certificateholders until disbursed in accordance with this
Agreement or withdrawn in accordance with Section 3.08(b). In no event shall the Trust Administrator
incur liability for withdrawals from the Certificate Account at the direction of the Master Servicer or
any Servicer.
(e) Each institution at which a Collection Account, a Prefunding Account, a
Capitalized Interest Account or the Certificate Account is maintained shall either hold such funds on
deposit uninvested or shall invest the funds therein as directed in writing by the related Servicer, the
Depositor, the Depositor or the Trust Administrator, respectively, in Eligible Investments, which shall
mature not later than (i) in the case of a Collection Account, the Cash Remittance Date, (ii) in the
case of the Certificate Account or a Capitalized Interest Account, the Business Day immediately
preceding the Distribution Date, or on the Distribution Date, with respect to Eligible Investments
invested with an affiliate of the Trust Administrator and (iii) in the case of a Prefunding Account, the
Business Day immediately preceding a Subsequent Transfer Date or on the Subsequent Transfer Date if the
invested funds are managed or advised by the Trust Administrator or its affiliates. All income and gain
net of any losses realized from any such balances or investment of funds on deposit in a Collection
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Account shall be for the benefit of the related Servicer as servicing compensation and shall be remitted
to it monthly as provided herein. The amount of any realized losses in a Collection Account incurred in
any such account in respect of any such investments shall promptly be deposited by the related Servicer
(from its own funds) in the related Collection Account. Neither the Trustee nor the Trust Administrator
shall be liable for the amount of any loss incurred in respect of any investment or lack of investment
of funds held in a Collection Account, Prefunding Account or Capitalized Interest Account and made in
accordance with this Section 3.05. All income and gain net of any losses realized from any such
investment of funds on deposit in the Certificate Account shall be for the benefit of the Trust
Administrator as compensation and shall be remitted to it monthly as provided herein. The amount of any
realized losses in the Certificate Account incurred in any such account in respect of any such
investments shall promptly be deposited by the Trust Administrator (from its own funds) in the
Certificate Account. The Depositor shall direct the Trust Administrator in writing as to the investment
of amounts in any Prefunding Account or Capitalized Interest Account. In the absence of such written
direction, all funds on deposit in a Prefunding Account or Capitalized Interest Account may be invested
by the Trust Administrator in the Xxxxx Fargo Advantage Prime Investment Money Market Fund or any
successor fund thereto. All income and gain net of any losses realized from any such balances or
investment of funds on deposit in a Prefunding Account or Capitalized Interest Account shall be for the
benefit of the Depositor and shall be remitted to it monthly. The amount of any net investment losses
in a Prefunding Account or Capitalized Interest Account shall promptly be deposited by the Depositor
(from its own funds) in such Prefunding Account or Capitalized Interest Account, as applicable.
(f) Each Servicer, other than Xxxxx Fargo, shall give notice to the Trustee, the
Trust Administrator, the Seller, each Rating Agency and the Depositor of any proposed change of the
location of the related Collection Account prior to any change thereof. Xxxxx Fargo shall give notice
to the Depositor of any proposed change of the location of the related Collection Account prior to any
change thereof and, upon receipt of such notice, the Depositor shall give notice to the Trustee, the
Trust Administrator, the Seller and each Rating Agency. The Trust Administrator shall give notice to
the Master Servicer and each Servicer, the Seller, each Rating Agency, the Trustee and the Depositor of
any proposed change of the location of the Certificate Account prior to any change thereof.
(g) The Trust Administrator shall establish and maintain, on behalf of the
Certificateholders, each Prefunding Account. On the Closing Date, the Depositor shall remit the related
Prefunded Amount to the Trust Administrator for deposit in a Prefunding Account. On each Subsequent
Transfer Date, upon satisfaction of the conditions for such Subsequent Transfer Date set forth in
Sections 2.01(f) and (g), with respect to the related Subsequent Transfer Agreement, the Trust
Administrator shall remit to the Depositor the applicable Aggregate Subsequent Transfer Amount as
payment of the purchase price for the related Subsequent Mortgage Loans.
If any funds remain in a Prefunding Account on the Distribution Date immediately
following the end of the related Prefunding Period, to the extent that they represent earnings on the
amounts originally deposited into such Prefunding Account, the Trust Administrator shall distribute them
to the order of the Depositor. The remaining funds, other than any investment earnings, shall be
transferred to the Certificate Account to be included as part of principal distributions to the related
Certificates on such Distribution Date.
(h) The Trust Administrator shall establish and maintain, on behalf of the
Certificateholders, each Capitalized Interest Account. On the Closing Date, the Depositor shall remit
the Capitalized Interest Deposits to the Trust Administrator for deposit in the related Capitalized
Interest Account. On the Business Day prior to the first three Distribution Dates, the Trust
Administrator shall transfer from the Capitalized Interest Account to the Certificate Account an amount
equal to the Capitalized Interest Distributions for such Distribution Date and the Trust Administrator
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shall transfer from the Capitalized Interest Account to the Depositor, an amount equal to the
Capitalized Interest Release Amount for such Distribution Date.
SECTION 3.06. Establishment of and Deposits to Escrow Accounts; Permitted
Withdrawals from Escrow Accounts; Payments of Taxes,
Insurance and Other Charges.
(a) To the extent required by the related Mortgage Note and not violative of
applicable law, the applicable Servicer shall segregate and hold all funds collected and received
pursuant to a Non-Designated Mortgage Loan constituting Escrow Payments separate and apart from any of
its own funds and general assets and shall establish and maintain one or more Escrow Accounts, in the
form of time deposit or demand accounts, titled "[Servicer's name], as Servicer for [Name of Series
Trust], Adjustable Rate Mortgage-Backed Pass-Through Certificates, [Series Name]," or, if established
and maintained by a Sub-Servicer on behalf of a Servicer, "[Sub-Servicer's name], in trust for
[Servicer's name]" or "[Sub-Servicer's name], as agent, trustee and/or bailee of taxes and insurance
custodial account for [Servicer's name], its successors and assigns, for various owners of interest in
[Servicer's name] mortgage backed pools. In the event that a Sub-Servicer employs a sub-servicer, the
Escrow Accounts shall be titled "[name of Sub-Servicer's sub-servicer] in trust for [Sub-Servicer's
name]. The Escrow Accounts shall be Eligible Accounts. Funds deposited in the Escrow Account may be
drawn on by the related Servicer in accordance with Section 3.06(d).
(b) Each Servicer shall deposit or cause to be deposited in its Escrow Account or
Accounts on a daily basis within two Business Days of receipt and retain therein:
(i) all Escrow Payments collected on account of the related
Non-Designated Mortgage Loans, for the purpose of effecting timely payment of any such items as
required under the terms of this Agreement; and
(ii) all amounts representing Insurance Proceeds which are to be applied
to the restoration or repair of any Mortgaged Property related to a Non-Designated Mortgage
Loan.
(c) Each Servicer shall make withdrawals from the Escrow Account only to effect
such payments as are required under this Agreement, as set forth in Section 3.06(d). Each Servicer shall
be entitled to retain any interest paid on funds deposited in the related Escrow Account by the
depository institution, other than interest on escrowed funds required by law to be paid to the
Mortgagor. To the extent required by law, the applicable Servicer shall pay interest on escrowed funds
to the Mortgagor notwithstanding that the Escrow Account may be non interest bearing or that interest
paid thereon is insufficient for such purposes.
(d) Withdrawals from the Escrow Account or Accounts may be made or caused to be
made by the related Servicer only:
(i) to effect timely payments of ground rents, taxes, assessments, water
rates, mortgage insurance premiums, condominium charges, fire and hazard insurance premiums or
other items constituting Escrow Payments for the related Mortgage;
(ii) to reimburse such Servicer for any Servicing Advances made by the
such Servicer with respect to a related Non-Designated Mortgage Loan, but only from amounts
received on the related Non-Designated Mortgage Loan which represent late collections of Escrow
Payments thereunder;
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(iii) to refund to any Mortgagor any funds found to be in excess of the
amounts required under the terms of the related Non-Designated Mortgage Loan;
(iv) for transfer to the related Collection Account to reduce the
principal balance of the related Non-Designated Mortgage Loan in accordance with the terms of
the related Mortgage and Mortgage Note;
(v) for application to restore or repair of the Mortgaged Property
related to a Non-Designated Mortgage Loan in accordance with the procedures outlined in
Section 3.09(e);
(vi) to pay to the related Servicer, or any Mortgagor related to a
Non-Designated Mortgage Loan to the extent required by law, any interest paid on the funds
deposited in such Escrow Account;
(vii) to clear and terminate such Escrow Account on the termination of this
Agreement; and
(viii) to remove funds inadvertently placed in the Escrow Account by the
related Servicer.
(e) With respect to each Non-Designated Mortgage Loan, the applicable Servicer
shall maintain accurate records reflecting the status of ground rents and taxes and any other item which
may become a lien senior to the lien of the related Mortgage and the status of Mortgage Guaranty
Insurance Policy premiums, and fire and hazard insurance coverage and shall obtain, from time to time,
all bills for the payment of such charges (including renewal premiums) and shall effect or cause to be
effected payment thereof prior to the applicable penalty or termination date.
SECTION 3.07. Access to Certain Documentation and Information Regarding the
Non-Designated Mortgage Loans; Inspections.
(a) The Master Servicer and each Servicer shall afford the Depositor, the Trustee
and the Trust Administrator reasonable access to all records and documentation regarding the
Non-Designated Mortgage Loans and all accounts, insurance information and other matters relating to this
Agreement, such access being afforded without charge, but only upon reasonable written request and
during normal business hours at the office designated by the Master Servicer or such Servicer. In
addition, each Servicer shall afford the Master Servicer reasonable access to all records and
documentation regarding the Non-Designated Mortgage Loans and all accounts, insurance information and
other matters relating to this Agreement, such access being afforded without charge, but only upon
reasonable written request and during normal business hours at the office designated by such Servicer.
In addition, each Servicer shall provide to the Special Servicer reasonable access to all records and
documentation regarding the Non-Designated Mortgage Loans serviced by it that become Special Serviced
Mortgage Loans.
(b) Each Servicer, separately with respect to the Non-Designated Mortgage Loans
each directly services, shall inspect the related Mortgaged Properties as often as deemed necessary by
such Servicer in such party's sole discretion, to assure itself that the value of such Mortgaged
Property is being preserved. In addition, if any Non-Designated Mortgage Loan is more than 60 days
delinquent, such Servicer, as applicable, shall conduct subsequent inspections in accordance with
Accepted Servicing Practices or as may be required by the primary mortgage guaranty insurer. Each
Servicer shall keep a written or electronic report of each such inspection.
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SECTION 3.08. Permitted Withdrawals from the Collection Accounts and Certificate
Account.
(a) Each Servicer may from time to time make withdrawals from the related
Collection Account for the following purposes:
(i) to pay to such Servicer (to the extent not previously retained by
such Servicer) the servicing compensation to which it is entitled pursuant to Section 3.14, and
to pay to such Servicer, as additional servicing compensation, earnings on or investment income
with respect to funds in or credited to such Collection Account, and with respect to Xxxxx
Fargo, to pay (to the extent not previously retained by Xxxxx Fargo) any REO Disposition Fee to
which it is entitled pursuant to Section 3.11(e);
(ii) to reimburse such Servicer for unreimbursed Advances made by it, such
right of reimbursement pursuant to this subclause (ii) being limited to amounts received on the
Non-Designated Mortgage Loan(s) in respect of which any such Advance was made (including
without limitation, late recoveries of payments, Liquidation Proceeds and Insurance Proceeds to
the extent received by such Servicer);
(iii) to reimburse such Servicer for any Nonrecoverable Advance previously
made or any amount expended pursuant to Section 3.11(a);
(iv) to reimburse such Servicer for (A) unreimbursed Servicing Advances or
such Servicer's right to reimbursement pursuant to this clause (A) with respect to any
Non-Designated Mortgage Loan being limited to amounts received on such Non-Designated Mortgage
Loan which represent late payments of principal and/or interest (including, without limitation,
Liquidation Proceeds and Insurance Proceeds with respect to such Non-Designated Mortgage Loan)
respecting which any such advance was made and (B) for unpaid Servicing Fees as provided in
Section 3.11 hereof;
(v) to pay to the purchaser, with respect to each Non-Designated Mortgage
Loan or property acquired in respect thereof that has been purchased pursuant to Section 2.02,
2.03 or 3.11, all amounts received thereon after the date of such purchase;
(vi) to make any payments required to be made pursuant to Section 2.07(g);
(vii) to reimburse the Seller, such Servicer or the Depositor for expenses
incurred by any of them and reimbursable pursuant to Section 7.03 hereof;
(viii) to withdraw any amount deposited in such Collection Account and not
required to be deposited therein;
(ix) on the Cash Remittance Date, to withdraw the amount required to make
payments to the Certificateholders as set forth in the Series Supplement, in each case
applicable to the Non-Designated Mortgage Loans serviced by such Servicer, who shall remit the
aggregate of such amounts to the Trust Administrator for deposit in the Certificate Account;
(x) with respect to each Non-Designated Mortgage Loan covered by a Lender
Paid Mortgage Guaranty Insurance Policy, to effect timely payment of the related premiums on
such Mortgage Guaranty Insurance Policy, as applicable, pursuant to Section 3.09(c), to the
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extent not deducted by such Servicer prior to deposit into the applicable Collection Account
pursuant to Section 3.05(c);
(xi) on or prior to 4:00 p.m.(New York City time) on the Cash Remittance
Date preceding each Distribution Date, each applicable Servicer shall withdraw an amount equal
to the sum of all Assigned Prepayment Premiums received during the related Prepayment Period
applicable to the Mortgage Loans serviced by such Servicer, and remit such amount to the Trust
Administrator for deposit in the Certificate Account;
(xii) to clear and terminate such Collection Account upon termination of
this Agreement pursuant to Section 11.01 hereof; and
(xiii) to reimburse such Servicer for any Capitalization Reimbursement
Amounts not previously reimbursed.
Each Servicer shall keep and maintain separate accounting, on a Non-Designated
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the related
Collection Account pursuant to such subclauses (i), (ii), (iv) and (v). Prior to making any withdrawal
from a Collection Account pursuant to subclause (iii) for reimbursement of a Nonrecoverable Advance, the
related Servicer shall deliver to the Trust Administrator a certificate of a Servicing Officer
indicating the amount of any previous Advance or Servicing Advance determined by such Servicer to be a
Nonrecoverable Advance and identifying the related Non-Designated Mortgage Loans(s), and their
respective portions of such Nonrecoverable Advance. In connection with the payment of a Purchase Price,
if a Servicer is not required to remit unreimbursed Advances and Servicing Advances as specified in the
definition of Purchase Price, such Servicer shall be deemed to have been reimbursed for such amount.
If a Servicer fails to remit to the Master Servicer for distribution to the
Certificateholders any payment, including any Advance to be made by the Servicer on a Cash Remittance
Date (without regard to any grace period), the Servicer shall pay to the Master Servicer, for the
account of the Master Servicer, interest on such late remittance from and including the Cash Remittance
Date to but excluding the date on which such remittance is made, at an annual rate equal to the Federal
Funds Rate plus one percentage point (but in no event greater than the maximum permitted by law).
(b) The Trust Administrator shall withdraw funds from the Certificate Account for
distributions to Certificateholders, in the manner specified in this Agreement (and to withhold from the
amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to
Section 2.07). In addition, the Trust Administrator may from time to time make withdrawals from the
Certificate Account for the following purposes:
(i) to pay to itself any investment income earned for the related
Distribution Date, and to pay to itself or the Master Servicer any other amounts to which it or
the Master Servicer is entitled to reimbursement or payment under the terms of this Agreement;
(ii) to withdraw and return to the Master Servicer or the applicable
Servicer for deposit to the applicable Collection Account any amount deposited in the
Certificate Account and not required to be deposited therein; and
(iii) to clear and terminate the Certificate Account upon termination of
the Agreement pursuant to Section 11.01 hereof.
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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) Each Servicer shall cause to be maintained for each related Non-Designated
Mortgage Loan hazard insurance such that all buildings upon the related Mortgaged Property are insured
by a generally acceptable insurer rated either: "V" or better in the current Best's Key Rating Guide
("Best's") or acceptable to FNMA or FHLMC against loss by fire, hazards of extended coverage and such
other hazards as are customary in the area where the related Mortgaged Property is located, in an amount
which is at least equal to the lesser of (i) the replacement value of the improvements securing such
Non-Designated Mortgage Loan and (ii) the greater of (A) the outstanding principal balance of such
Non-Designated Mortgage Loan and (B) an amount such that the proceeds of such policy shall be sufficient
to prevent the Mortgagor and/or the mortgagee from becoming a co insurer.
If upon origination of the Non-Designated Mortgage Loan, the related Mortgaged
Property was located in an area identified in the Federal Register by the Federal Emergency Management
Agency as having special flood hazards (and such flood insurance has been made available), the related
Servicer shall cause a flood insurance policy to be maintained with respect to such Non-Designated
Mortgage Loan. Such policy shall meet the requirements of the current guidelines of the Federal
Insurance Administration and be in an amount representing coverage equal to the lesser of (i) the
minimum amount required, under the terms of coverage, to compensate for any damage or loss on a
replacement cost basis (or the unpaid principal balance of the mortgage if replacement cost coverage is
not available for the type of building insured) and (ii) the maximum amount of insurance which is
available under the Flood Disaster Protection Act of 1973, as amended.
If a Mortgage related to a Non-Designated Mortgage Loan is secured by a unit in a
condominium project, the related Servicer shall verify that the coverage required of the owner's
association, including hazard, flood, liability, and fidelity coverage, is being maintained in
accordance with the requirements of the related Servicer for mortgage loans that it services on its own
account.
Each Servicer shall cause to be maintained on each Mortgaged Property related to a
Non-Designated Mortgage Loan such other additional special hazard insurance as may be required pursuant
to such applicable laws and regulations as shall at any time be in force and as shall require such
additional insurance, or pursuant to the requirements of any Mortgage Guaranty Insurance Policy insurer,
or as may be required to conform with Accepted Servicing Practices to the extent permitted by the
Mortgage Note, the Mortgage or applicable law provided that the related Servicer shall not be required
to bear the cost of such insurance.
All policies required hereunder shall name the related Servicer as loss payee and
shall be endorsed with standard or union mortgagee clauses, without contribution, which shall provide
for prior written notice of any cancellation, reduction in amount or material change in coverage.
Each Servicer shall not interfere with the Mortgagor's freedom of choice at the
origination of such Non-Designated Mortgage Loan in selecting either his insurance carrier or agent,
provided, however, that such Servicer shall not accept any such insurance policies from insurance
companies unless such companies are rated: B:III or better in Best's or acceptable to FNMA or FHLMC and
are licensed to do business in the jurisdiction in which the Mortgaged Property is located. The related
Servicer shall determine that such policies provide sufficient risk coverage and amounts, that they
insure the property owner, and that they properly describe the property address.
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Pursuant to Section 3.05, any amounts collected by a Servicer under any such policies
(other than amounts to be deposited in the related Escrow Account and applied to the restoration or
repair of the related Mortgaged Property, or property acquired in liquidation of the Non-Designated
Mortgage Loan, or to be released to the Mortgagor, in accordance with such Servicer's normal servicing
procedures) shall be deposited in the related Collection Account (subject to withdrawal pursuant to
Section 3.08(a)).
Any cost incurred by a Servicer in maintaining any such insurance shall not, for the
purpose of calculating monthly distributions to the Certificateholders or remittances to the Trust
Administrator for their benefit, be added to the principal balance of the Non-Designated Mortgage Loan,
notwithstanding that the terms of the Non-Designated Mortgage Loan so permit; provided, however, that
the limitations contained in this sentence shall not apply to modifications made pursuant to
Section 3.05(a). Such costs shall constitute a Servicing Advance and will be reimbursable to the related
Servicer to the extent permitted by Section 3.08 hereof. It is understood and agreed that no earthquake
or other additional insurance is to be required of any Mortgagor related to a Non-Designated Mortgage
Loan or maintained on property acquired in respect of a Mortgage related to a Non-Designated Mortgage
Loan other than pursuant to such applicable laws and regulations as shall at any time be in force and as
shall require such additional insurance.
(b) In the event that a Servicer shall obtain and maintain a blanket policy
insuring against losses arising from fire and hazards covered under extended coverage on all of the
related Non-Designated Mortgage Loans, then, to the extent such policy provides coverage in an amount
equal to the amount required pursuant to Section 3.09(a) and otherwise complies with all other
requirements of Section 3.09(a), it shall conclusively be deemed to have satisfied its obligations as
set forth in Section 3.09(a). Any amounts collected by a Servicer under any such policy relating to a
Non-Designated Mortgage Loan shall be deposited in the related Collection Account subject to withdrawal
pursuant to Section 3.08(a). Such policy may contain a deductible clause, in which case, in the event
that there shall not have been maintained on the related Mortgaged Property a policy complying with
Section 3.09(a), and there shall have been a loss which would have been covered by such policy, the
related Servicer shall deposit in the related Collection Account at the time of such loss the amount not
otherwise payable under the blanket policy because of such deductible clause, such amount to be
deposited from such Servicer's funds, without reimbursement therefor. Upon request of the Trust
Administrator, a Servicer shall cause to be delivered to the Trust Administrator a certified true copy
of such policy and a statement from the insurer thereunder that such policy shall in no event be
terminated or materially modified without 30 days' prior written notice to the Trust Administrator. In
connection with its activities as Servicer of the related Non-Designated Mortgage Loans, such Servicer
agrees to present, on behalf of itself, the Depositor, and the Trust Administrator for the benefit of
the Certificateholders, claims under any such blanket policy.
(c) With respect to each Non-Designated Mortgage Loan with a Loan-to-Value Ratio
in excess of 80% which the Seller represented to be covered by a Mortgage Guaranty Insurance Policy as
of the Cut-off Date, the related Servicer shall, without any cost to the Depositor or Trust
Administrator, maintain or cause the Mortgagor to maintain in full force and effect a Mortgage Guaranty
Insurance Policy insuring that portion of the Non-Designated Mortgage Loan in excess of 75% of value,
and shall pay or shall cause the Mortgagor to pay, the premium thereon on a timely basis, until the
loan-to-value ratio of such Non-Designated Mortgage Loan is reduced to 80%, based on either (i) a current
appraisal of the Mortgaged Property or (ii) the appraisal of the Mortgaged Property obtained at the time
the Non-Designated Mortgage Loan was originated. In the event that such Mortgage Guaranty Insurance
Policy shall be terminated prior to the loan-to-value ratio of such Non-Designated Mortgage Loan being
reduced to 80%, the related Servicer shall obtain from another Qualified Insurer a comparable
replacement policy, with a total coverage equal to the remaining coverage of such terminated Mortgage
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Guaranty Insurance Policy. If the insurer shall cease to be a Qualified Insurer, the related Servicer
shall determine whether recoveries under the Mortgage Guaranty Insurance Policy are jeopardized for
reasons related to the financial condition of such insurer, it being understood that such Servicer shall
in no event have any responsibility or liability for any failure to recover under the Mortgage Guaranty
Insurance Policy for such reason. If the related Servicer determines that recoveries are so jeopardized,
it shall notify the Mortgagor, if required, and obtain from another Qualified Insurer a replacement
insurance policy. The related Servicer shall not take any action which would result in noncoverage under
any applicable Mortgage Guaranty Insurance Policy of any loss which, but for the actions of such
Servicer would have been covered thereunder. In connection with any assumption or substitution agreement
entered into or to be entered into pursuant to Section 3.10, each Servicer shall promptly notify the
insurer under the related Mortgage Guaranty Insurance Policy, if any, of such assumption or substitution
of liability in accordance with the terms of such Mortgage Guaranty Insurance Policy and shall take all
actions which may be required by such insurer as a condition to the continuation of coverage under such
Mortgage Guaranty Insurance Policy, provided that such required actions are in compliance with all
applicable law. If such Mortgage Guaranty Insurance Policy is terminated as a result of such assumption
or substitution of liability, the related Servicer shall obtain a replacement Mortgage Guaranty
Insurance Policy as provided above; provided that under applicable law and the terms of the related
Mortgage Note and Mortgage the cost of such policy may be charged to the successor Mortgagor.
With respect to each Non-Designated Mortgage Loan covered by a Lender Paid Mortgage
Guaranty Insurance Policy, the applicable Servicer shall effect timely payment of the premiums on such
Mortgage Guaranty Insurance Policy from amounts on deposit in the Collection Account, or deducted by
such Servicer prior to deposit into the applicable Collection Account pursuant to Section 3.05(c) with
respect to such Non-Designated Mortgage Loan. If amounts on deposit in the Collection Account, or
deducted by such Servicer prior to deposit into the applicable Collection Account pursuant to
Section 3.05(c) with respect to such Non-Designated Mortgage Loan are not sufficient to pay the premiums
on such Mortgage Guaranty Insurance Policy, the applicable Servicer shall effect timely payment of such
premiums, and such costs shall be recoverable by such Servicer from the related Liquidation Proceeds or
otherwise as a Servicing Advance pursuant to Section 3.08(a). With respect to each Non-Designated
Mortgage Loan covered by a Mortgage Guaranty Insurance Policy that is not a Lender Paid Mortgage
Guaranty Insurance Policy, the applicable Servicer shall effect timely payment of the premiums on such
Mortgage Guaranty Insurance Policy, and such costs not otherwise recoverable from the Mortgagor shall be
recoverable by such Servicer from the related Liquidation Proceeds or otherwise as a Servicing Advance
pursuant to Section 3.08(a).
(d) In connection with its activities as servicer, each Servicer shall prepare and
present, on behalf of itself, the Depositor, the Trust, the Trustee, the Trust Administrator and the
Certificateholders, claims to the insurer under any Mortgage Guaranty Insurance Policy related to a
Non-Designated Mortgage Loan in a timely fashion in accordance with the terms of such Mortgage Guaranty
Insurance Policy and, in this regard, to take such reasonable action as shall be necessary to permit
recovery under any Mortgage Guaranty Insurance Policy respecting defaulted Non-Designated Mortgage
Loans. Pursuant to Section 3.05, any amounts collected by a Servicer under any Mortgage Guaranty
Insurance Policy shall be deposited in the related Collection Account, subject to withdrawal pursuant to
Section 3.08.
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(e) With respect to any Non-Designated Mortgage Loan, each Servicer need not
obtain the approval of the Trustee or the Trust Administrator prior to releasing any Insurance Proceeds
to the related Mortgagor to be applied to the restoration or repair of the related Mortgaged Property if
such release is in accordance with Accepted Servicing Practices. At a minimum, each Servicer shall
comply with the following conditions in connection with any such release of Insurance Proceeds:
(i) such Servicer shall receive satisfactory independent verification of
completion of repairs and issuance of any required approvals with respect thereto;
(ii) such Servicer shall take all steps necessary to preserve the priority
of the lien of the Mortgage, including, but not limited to requiring waivers with respect to
mechanics' and materialmen's liens; and
(iii) pending repairs or restoration, such Servicer shall place the
Insurance Proceeds in the related Escrow Account.
(f) With respect to any Non-Designated Mortgage Loan, if the Trust Administrator
is named as an additional loss payee, the related Servicer is hereby empowered to endorse any loss draft
issued in respect of such a claim in the name of the Trustee or the Trust Administrator.
SECTION 3.10. Enforcement of Due on Sale Clauses; Assumption Agreements.
(a) With respect to any Non-Designated Mortgage Loan, each Servicer shall use its
best efforts to enforce any "due-on-sale" provision contained in any related Mortgage or Mortgage Note
and to deny assumption by the person to whom the Mortgaged Property has been or is about to be sold
whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains liable
on the Mortgage and the Mortgage Note. When the Mortgaged Property has been conveyed by the Mortgagor,
the related Servicer shall, to the extent it has knowledge of such conveyance, exercise its rights to
accelerate the maturity of such Non-Designated Mortgage Loan under the "due-on-sale" clause applicable
thereto, provided, however, that such Servicer shall not exercise such rights if prohibited by law from
doing so or if the exercise of such rights would impair or threaten to impair any recovery under the
related Mortgage Guaranty Insurance Policy, if any.
(b) With respect to any Non-Designated Mortgage Loan, if a Servicer reasonably
believes it is unable under applicable law to enforce such "due-on-sale" clause, such Servicer shall
enter into (i) an assumption and modification agreement with the person to whom such property has been
conveyed, pursuant to which such person becomes liable under the Mortgage Note and the original
Mortgagor remains liable thereon or (ii) in the event such Servicer is unable under applicable law to
require that the original Mortgagor remain liable under the Mortgage Note, a substitution of liability
agreement with the purchaser of the Mortgaged Property pursuant to which the original Mortgagor is
released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and
becomes liable under the Mortgage Note. Notwithstanding the foregoing, a Servicer shall not be deemed to
be in default under this Section 3.10 by reason of any transfer or assumption which such Servicer
reasonably believes it is restricted by law from preventing, for any reason whatsoever. In connection
with any such assumption, no material term of the Mortgage Note, including without limitation, the
Mortgage Rate borne by the related Mortgage Note, the term of the Non-Designated Mortgage Loan or the
outstanding principal amount of the Non-Designated Mortgage Loan shall be changed.
(c) To the extent that any Non-Designated Mortgage Loan is assumable, the related
Servicer shall inquire diligently into the creditworthiness of the proposed transferee, and shall use
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the underwriting criteria for approving the credit of the proposed transferee which are used by FNMA
with respect to underwriting mortgage loans of the same type as the Non-Designated Mortgage Loans. If
the credit of the proposed transferee does not meet such underwriting criteria, the related Servicer
diligently shall, to the extent permitted by the Mortgage or the Mortgage Note and by applicable law,
accelerate the maturity of the Non-Designated Mortgage Loan.
(d) With respect to any Non-Designated Mortgage Loan, subject to each Servicer's
duty to enforce any due-on-sale clause to the extent set forth in this Section 3.10, in any case in
which the related Mortgaged Property has been conveyed to a Person by the related Mortgagor, and such
Person is to enter into an assumption agreement or modification agreement or supplement to the Mortgage
Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by
the Trustee is required releasing the Mortgagor from liability on the Non-Designated Mortgage Loan, such
Servicer shall prepare and deliver or cause to be prepared and delivered to the Trustee for signature
and shall direct, in writing, the Trustee to execute the assumption agreement with the Person to whom
the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage
Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the
Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person. In connection with any such assumption, no material
term of the Mortgage Note may be changed. Together with each such substitution, assumption or other
agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall deliver
an Officer's Certificate signed by a Servicing Officer stating that the requirements of this subsection
have been met in connection therewith. The related Servicer shall notify the Trustee and the Trust
Administrator that any such substitution or assumption agreement has been completed by forwarding to the
Trustee and the Trust Administrator a copy of such substitution or assumption agreement, and shall
forward the original to the related Custodian which shall be added to the related Mortgage File and
shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other
documents and instruments constituting a part thereof. Any fee collected by a Servicer for entering
into an assumption or substitution of liability agreement shall be retained by such Servicer as
additional servicing compensation.
SECTION 3.11. Realization Upon Defaulted Mortgage Loans.
(a) Each Servicer shall use reasonable efforts to foreclose upon or otherwise
comparably convert the ownership of properties securing such of the related Non-Designated Mortgage
Loans as come into and continue in default and as to which no satisfactory arrangements can be made for
collection of delinquent payments. In connection with such foreclosure or other conversion, each
Servicer shall take such action as (i) such Servicer would take under similar circumstances with respect
to a similar mortgage loan held for its own account for investment, (ii) shall be consistent with
Accepted Servicing Practices, (iii) such Servicer shall determine consistently with Accepted Servicing
Practices to be in the best interest of the Trust and Certificateholders, and (iv) is consistent with
the requirements of the insurer under any Required Insurance Policy; provided, however, that such
Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the
restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will
increase the proceeds of liquidation of the related Non-Designated Mortgage Loan after reimbursement to
itself of such expenses and (ii) that such expenses will be recoverable to it through Liquidation
Proceeds. Any funds expended by any Servicer pursuant to this Section 3.11(a) shall be reimbursable in
full pursuant to Section 3.08(a)(iii). The related Servicer shall be responsible for all other costs
and expenses incurred by it in any such proceedings; provided, however, that it shall be entitled to
reimbursement thereof from the Liquidation Proceeds with respect to the related Mortgaged Property or
otherwise as a Servicing Advance in accordance with Section 3.08(a).
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With respect to any Non-Designated Mortgage Loan, notwithstanding anything to the
contrary contained in this Agreement, in connection with a foreclosure or acceptance of a deed in lieu
of foreclosure, in the event the related Servicer has reasonable cause to believe that the related
Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the Trust
Administrator otherwise requests, an environmental inspection or review of such Mortgaged Property
conducted by a qualified inspector shall be arranged for by such Servicer. Upon completion of the
inspection, the related Servicer shall promptly provide the Trust Administrator with a written report of
environmental inspection.
In the event the environmental inspection report indicates that the Mortgaged Property
is contaminated by hazardous or toxic substances or wastes, the related Servicer shall not proceed with
foreclosure or acceptance of a deed in lieu of foreclosure if the estimated costs of the environmental
clean up, as estimated in the environmental inspection report, together with the Servicing Advances and
Advances made by such Servicer and the estimated costs of foreclosure or acceptance of a deed in lieu of
foreclosure exceeds the estimated value of the Mortgaged Property. If however, the aggregate of such
clean up and foreclosure costs, Advances and Servicing Advances are less than or equal to the estimated
value of the Mortgaged Property, then the related Servicer may, in its reasonable judgment and in
accordance with Accepted Servicing Practices, choose to proceed with foreclosure or acceptance of a deed
in lieu of foreclosure and such Servicer shall be reimbursed for all reasonable costs associated with
such foreclosure or acceptance of a deed in lieu of foreclosure and any related environmental clean up
costs, as applicable, from the related Liquidation Proceeds, or if the Liquidation Proceeds are
insufficient to fully reimburse such Servicer, such Servicer shall be entitled to be reimbursed from
amounts in the related Collection Account pursuant to Section 3.08(a) hereof. In the event the related
Servicer does not proceed with foreclosure or acceptance of a deed in lieu of foreclosure pursuant to
the first sentence of this paragraph, such Servicer shall be reimbursed for all Advances and Servicing
Advances made with respect to the related Mortgaged Property from the related Collection Account
pursuant to Section 3.08(a) hereof, and such Servicer shall have no further obligation to service such
Non-Designated Mortgage Loan under the provisions of this Agreement.
(b) With respect to any REO Property related to a Non-Designated Mortgage Loan,
the deed or certificate of sale shall, subject to applicable laws, be taken in the name of the Trustee
for the benefit of the Certificateholders, or its nominee, on behalf of the Certificateholders. The
Trustee's name shall be placed on the title to such REO Property solely as the Trustee hereunder and not
in its individual capacity. The related Servicer shall ensure that the title to such REO Property
references this Agreement and the Trustee capacity hereunder. Pursuant to its efforts to sell such
REO Property, the related Servicer shall in accordance with Accepted Servicing Practices manage,
conserve, protect and operate each REO Property for the purpose of its prompt disposition and sale. The
related Servicer, either itself or through an agent selected by such Servicer, shall manage, conserve,
protect and operate the REO Property in the same manner that it manages, conserves, protects and
operates other foreclosed property for its own account, and in the same manner that similar property in
the same locality as the REO Property is managed. Upon request, the related Servicer shall furnish to
the Trust Administrator on or before each Distribution Date a statement with respect to any REO Property
covering the operation of such REO Property for the previous calendar month and such Servicer's efforts
in connection with the sale of such REO Property and any rental of such REO Property incidental to the
sale thereof for the previous calendar month. That statement shall be accompanied by such other
information as the Trust Administrator shall reasonably request and which is necessary to enable the
Trust Administrator to comply with the reporting requirements of the REMIC Provisions. The net monthly
rental income, if any, from such REO Property shall be deposited in the related Collection Account no
later than the close of business on each Determination Date. The related Servicer shall perform the tax
reporting and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures
and abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of
mortgage interest from individuals and any tax reporting required by Section 6050P of the Code with
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respect to the cancellation of indebtedness by certain financial entities, by preparing such tax and
information returns as may be required, in the form required, and delivering the same to the Trust
Administrator for filing.
To the extent consistent with Accepted Servicing Practices, the related Servicer shall
also maintain on each REO Property related to a Non-Designated Mortgage Loan fire and hazard insurance
with extended coverage in an amount which is equal to the outstanding principal balance of the related
Non-Designated Mortgage Loan (as reduced by any amount applied as a reduction of principal at the time
of acquisition of the REO Property), liability insurance and, to the extent required and available under
the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above.
(c) In the event that the Trust Fund acquires any Mortgaged Property as aforesaid
or otherwise in connection with a default or imminent default on a Mortgage Loan, the related Servicer
shall dispose of such Mortgaged Property prior to three years after the end of the calendar year of its
acquisition by the Trust Fund unless (i) the Trustee and the Trust Administrator shall have been
supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged
Property subsequent to such three-year period will not result in the imposition of taxes on "prohibited
transactions" of any REMIC hereunder as defined in section 860F of the Code or cause any REMIC hereunder
to fail to qualify as a REMIC at any time that any Certificates are outstanding, in which case the Trust
Fund may continue to hold such Mortgaged Property (subject to any conditions contained in such Opinion
of Counsel) or (ii) the applicable Servicer shall have applied for, prior to the expiration of such
three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3)
of the Code, in which case the three-year period shall be extended by the applicable extension period.
Notwithstanding any other provision of this Agreement, no Mortgaged Property acquired by the Trust Fund
shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by
or on behalf of the Trust Fund in such a manner or pursuant to any terms that would (i) cause such
Mortgaged Property to fail to qualify as "foreclosure property" within the meaning of section 860G(a)(8)
of the Code or (ii) subject any REMIC hereunder to the imposition of any federal, state or local income
taxes on the income earned from such Mortgaged Property under Section 860G(c) of the Code or otherwise,
unless the related Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the
imposition of any such taxes.
In the event of a default on a Mortgage Loan one or more of whose obligors is not a
United States Person, as that term is defined in Section 7701(a)(30) of the Code, in connection with any
foreclosure or acquisition of a deed in lieu of foreclosure (together, "foreclosure") in respect of such
Mortgage Loan, the related Servicer shall cause compliance with the provisions of Treasury Regulation
Section 1.1445-2(d)(3) (or any successor thereto) necessary to assure that no withholding tax obligation
arises with respect to the proceeds of such foreclosure except to the extent, if any, that proceeds of
such foreclosure are required to be remitted to the obligors on such Mortgage Loan.
(d) The decision of a Servicer to foreclose on a defaulted Non-Designated Mortgage
Loan shall be subject to a determination by such Servicer that the proceeds of such foreclosure would
exceed the costs and expenses of bringing such a proceeding. The income earned from the management of
any REO Properties, net of reimbursement to such Servicer for expenses incurred (including any property
or other taxes) in connection with such management and net of applicable accrued and unpaid Servicing
Fees, and unreimbursed Advances and Servicing Advances, shall be applied to the payment of principal of
and interest on the related defaulted Non-Designated Mortgage Loans (with interest accruing as though
such Non-Designated Mortgage Loans were still current) and all such income shall be deemed, for all
purposes in this Agreement, to be payments on account of principal and interest on the related Mortgage
Notes and shall be deposited into the related Collection Account. To the extent the net income received
during any calendar month is in excess of the amount attributable to amortizing principal and accrued
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interest at the related Mortgage Rate on the related Non-Designated Mortgage Loan for such calendar
month, such excess shall be considered to be a partial prepayment of principal of the related
Non-Designated Mortgage Loan.
(e) The proceeds from any liquidation of a Non-Designated Mortgage Loan, as well
as any income from a related REO Property, will be applied in the following order of priority: first, to
reimburse the related Servicer for any related unreimbursed Servicing Advances and Servicing Fees, and
with respect to Xxxxx Fargo, any REO Disposition Fees related to such Mortgage Loan; second, to
reimburse such Servicer for any unreimbursed Advances; third, to reimburse the related Collection
Account for any Nonrecoverable Advances (or portions thereof) that were previously withdrawn by such
Servicer pursuant to Section 3.08(a)(iii) that related to such Non-Designated Mortgage Loan; fourth, to
accrued and unpaid interest (to the extent no Advance has been made for such amount or any such Advance
has been reimbursed) on the Non-Designated Mortgage Loan or related REO Property, at the per annum rate
equal to the related Mortgage Rate reduced by the related Expense Fee Rate, to the Due Date occurring in
the month in which such amounts are required to be distributed; and fifth, as a recovery of principal of
the Mortgage Loan. Excess proceeds, if any, from the liquidation of a Liquidated Mortgage Loan and/or
with respect to recoveries obtained following the liquidation of a Liquidated Mortgage Loan ("Excess
Proceeds") that is a Non-Designated Mortgage Loan shall be retained by the related Servicer as
additional servicing compensation pursuant to Section 3.14.
SECTION 3.12. Trustee and Trust Administrator to Cooperate; Release of Mortgage
Files.
Upon the payment in full of any Non-Designated Mortgage Loan, or the receipt by a
Servicer of a notification that payment in full will be escrowed in a manner customary for such
purposes, such Servicer shall immediately notify the related Custodian by delivering, or causing to be
delivered a "Request for Release" substantially in the form of Exhibit K. Upon receipt of such request,
such Custodian shall within three Business Days release the related Mortgage File to the related
Servicer, and the Trustee shall within three Business Days of such Servicer's direction execute and
deliver to such Servicer the deed of reconveyance or release or satisfaction of mortgage or such
instrument releasing the lien of the Mortgage in each case provided by such Servicer, and such Custodian
shall deliver the Mortgage Note with written evidence of cancellation thereon. Expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the
related Mortgagor. From time to time and as shall be appropriate for the servicing or foreclosure of
any Non-Designated Mortgage Loan, including for such purpose, collection under any policy of flood
insurance, any fidelity bond or errors or omissions policy, or for the purposes of effecting a partial
release of any Mortgaged Property from the lien of the Mortgage or the making of any corrections to the
Mortgage Note or the Mortgage or any of the other documents included in the Mortgage File, the related
Custodian within three Business Days of delivery to such Custodian of a Request for Release in the form
of Exhibit K signed by a Servicing Officer, release the Mortgage File to the related Servicer. Subject
to the further limitations set forth below, the related Servicer shall cause the Mortgage File or
documents so released to be returned to the related Custodian on its behalf, when the need therefor by
such Servicer no longer exists, unless the Non-Designated Mortgage Loan is liquidated and the proceeds
thereof are deposited in the related Collection Account, in which case such Servicer shall deliver to
the Trustee, or the related Custodian a Request for Release in the form of Exhibit K, signed by a
Servicing Officer. Each Servicer is also authorized to cause the removal from the registration on the
MERS® System of such Mortgage and to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of satisfaction or cancellation or of partial
or full release, including an assignment of such loan to the Trustee.
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If a Servicer at any time seeks to initiate a foreclosure proceeding in respect of any
Mortgaged Property related to a Non-Designated Mortgage Loan as authorized by this Agreement, such
Servicer shall deliver or cause to be delivered to the Trustee, for signature, as appropriate, any court
pleadings, requests for trustee's sale or other documents necessary to effectuate such foreclosure or
any legal action brought to obtain judgment against the Mortgagor on the Mortgage Note or the Mortgage
or to obtain a deficiency judgment or to enforce any other remedies or rights provided by the Mortgage
Note or the Mortgage or otherwise available at law or in equity.
SECTION 3.13. Documents, Records and Funds in Possession of a Servicer to be Held
for the Trust.
Notwithstanding any other provisions of this Agreement, each Servicer shall transmit
to the related Custodian, as required by this Agreement all documents and instruments in respect of a
Non-Designated Mortgage Loan coming into the possession of the related Servicer from time to time
required to be delivered to the Trustee, or such Custodian on its behalf, pursuant to the terms hereof
and shall account fully to the Trust Administrator for any funds received by such Servicer or which
otherwise are collected by such Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
Non-Designated Mortgage Loan. All Mortgage Files and funds collected or held by, or under the control
of, a Servicer in respect of any Non-Designated Mortgage Loans, whether from the collection of principal
and interest payments or from Liquidation Proceeds, including but not limited to, any funds on deposit
in a Collection Account, shall be held by the related Servicer for and on behalf of the Trust, the
Trustee or the Trust Administrator and shall be and remain the sole and exclusive property of the Trust,
subject to the applicable provisions of this Agreement. Each Servicer also agrees that it shall not
create, incur or subject any Mortgage File or any funds that are deposited in the related Collection
Account, Certificate Account or any related Escrow Account, or any funds that otherwise are or may
become due or payable to the Trust, the Trustee or the Trust Administrator for the benefit of the
Certificateholders, to any claim, lien, security interest, judgment, levy, writ of attachment or other
encumbrance, or assert by legal action or otherwise any claim or right of setoff against any Mortgage
File or any funds collected on, or in connection with, a Non-Designated Mortgage Loan, except, however,
that such Servicer shall be entitled to set off against and deduct from any such funds any amounts that
are properly due and payable to such Servicer under this Agreement.
SECTION 3.14. Servicing Fee; Indemnification of Master Servicer.
(a) As compensation for its services hereunder, each Servicer shall be entitled to
withdraw from the applicable Collection Account or to retain from interest payments on the related
Non-Designated Mortgage Loans, the amount of its Servicing Fee, for each Mortgage Loan serviced by it,
less any amounts in respect of its Servicing Fee, as applicable, payable by such Servicer pursuant to
Section 3.05(c)(vi). The Servicing Fee for each Servicer is limited to, and payable solely from, the
interest portion of such Scheduled Payments collected by such Servicer or as otherwise provided in
Section 3.08(a). In connection with the servicing of any Special Serviced Mortgage Loan, the Special
Servicer shall receive the Servicing Fee for such Special Serviced Mortgage Loan as its compensation and
Ancillary Income with respect to Special Serviced Mortgage Loans.
(b) With respect to each Non-Designated Mortgage Loan, additional servicing
compensation in the form of Ancillary Income and Excess Proceeds shall be retained by the related
Servicer and additional servicing compensation in the form of Payoff Interest, to the extent not
required to make payments in respect of Compensating Interest Payments, shall be retained by SPS and
WMMSC. Each Servicer shall be required to pay all expenses incurred by it in connection with its
servicing activities hereunder (including the payment of any expenses incurred in connection with any
Subservicing Agreement entered into pursuant to Section 3.02 and the payment of any premiums for
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insurance required pursuant to Section 3.16) and shall not be entitled to reimbursement thereof except
as specifically provided for in this Agreement.
(c) The Master Servicer shall be compensated by the Trust Administrator as
separately agreed. The Master Servicer and any director, officer, employee or agent of the Master
Servicer shall be indemnified by DLJMC (or if DLJMC shall fail to do so, by the Trust) and held harmless
against any loss, liability or expense (including reasonable attorney's fees and expenses) incurred in
connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or
(c) the performance of any of the Master Servicer's duties hereunder, other than any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of
the Master Servicer's duties hereunder or incurred by reason of any action of the Master Servicer taken
at the direction of the Certificateholders; provided, however, that the sum of (x) such indemnity
amounts payable by DLJMC or the Trust to the Master Servicer pursuant to this Section 3.14(c), (y) the
indemnity amounts payable by DLJMC or the Trust to the Trust Administrator pursuant to Section 10.05 and
(z) the indemnity amounts payable by DLJMC or the Trust to Xxxxx Fargo, as Custodian, pursuant to a
Custodial Agreement with Xxxxx Fargo as Custodian, shall not exceed $200,000 per year; provided,
further, that any amounts not payable by DLJMC or the Trust to the Master Servicer due to the preceding
proviso shall be payable by DLJMC (or if DLJMC fails to do so, by the Trust) in any succeeding year,
subject to the aggregate $200,000 per annum limitation imposed by the preceding proviso. Such indemnity
shall survive the termination of this Agreement or the resignation or removal of the Master Servicer
hereunder.
SECTION 3.15. Access to Certain Documentation.
(a) Each Servicer shall afford the Depositor, the Trust Administrator and the
Trustee reasonable access to all records and documentation regarding the Mortgage Loans serviced by such
Servicer and all accounts, insurance information and other matters relating to this Agreement, such
access being afforded without charge, but only upon five (5) Business Days prior notice and during
normal business hours at the office designated by such Servicer. In addition, each Servicer shall
provide to any Special Servicer reasonable access to all records and documentation regarding the
Mortgage Loans serviced by such Servicer that become Special Serviced Mortgage Loans.
(b) Upon reasonable advance notice in writing for any review requiring on-site
access or upon reasonable notice for any other type of access, each Servicer shall provide to the
Depositor, the Trust Administrator and the Trustee certain reports and reasonable access to information
and documentation regarding the Mortgage Loans serviced by such Servicer sufficient to permit any
Certificateholder to comply with applicable regulations of the OTS or other regulatory authorities with
respect to investment in the Certificates; provided, that each Servicer shall be entitled to be
reimbursed by each such Certificateholder for actual expenses incurred by such Servicer in providing
such reports and access.
(c) Each Servicer, separately with respect to the Mortgage Loans serviced by such
Servicer, shall inspect the related Mortgaged Properties as often as deemed necessary by such Servicer
in such Servicer'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 90 days delinquent, the related Servicer
shall conduct subsequent inspections in accordance with Accepted Servicing Practices and obtain a broker
price opinion with respect to such Mortgaged Property. The related Servicer shall keep a written or
electronic report of each such inspection.
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SECTION 3.16. Maintenance of Fidelity Bond and Errors and Omissions Insurance.
Each Servicer shall maintain with responsible companies, at its own expense, a blanket
Fidelity Bond and an Errors and Omissions Insurance Policy, with broad coverage on all officers,
employees or other persons acting in any capacity requiring such persons to handle funds, money,
documents or papers relating to the related Mortgage Loans ("Servicer Employees"). Any such Fidelity
Bond and Errors and Omissions Insurance Policy shall be in the form of the Mortgage Banker's Blanket
Bond and shall protect and insure the related Servicer against losses, including forgery, theft,
embezzlement, fraud, errors and omissions and negligent acts of such Servicer Employees. Such Fidelity
Bond and Errors and Omissions Insurance Policy also shall protect and insure each Servicer against
losses in connection with the release or satisfaction of a related Mortgage Loan without having obtained
payment in full of the indebtedness secured thereby. No provision of this Section 3.16 requiring such
Fidelity Bond and Errors and Omissions Insurance Policy shall diminish or relieve a Servicer from its
duties and obligations as set forth in this Agreement. The minimum coverage under any such bond and
insurance policy shall be at least equal to the corresponding amounts required by FNMA, unless the
related Servicer has obtained a waiver of such requirement. Upon the request of the Trust Administrator,
the related Servicer shall cause to be delivered to the Trust Administrator a certificate of insurance
of the insurer and the surety including a statement from the surety and the insurer that such fidelity
bond and insurance policy shall in no event be terminated or materially modified without 30 days' prior
written notice to the Trust Administrator.
The Master Servicer shall maintain insurance in such amounts generally acceptable for
entities serving as master servicer.
SECTION 3.17. Special Serviced Mortgage Loans; Repurchase of Certain Mortgage Loans.
(a) If directed by the Special Servicer and solely at the Special Servicer's
option, a Servicer (each, a "Transferring Servicer") shall transfer the servicing of any Mortgage Loan
serviced by the Transferring Servicer which is 90 days or more delinquent (determined as of the close of
business of the last day of the month preceding the related Data Remittance Date) to the Special
Servicer. The Special Servicer shall thereupon assume all of the rights and obligations of the
Transferring Servicer hereunder arising thereafter and the Transferring Servicer shall have no further
rights or obligations hereunder with respect to such Mortgage Loan (except that the Special Servicer
shall not be (i) liable for losses of the Transferring Servicer pursuant to Section 3.09 hereof or for
any acts or omissions of the Transferring Servicer hereunder prior to the servicing transfer date,
(ii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not
limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof,
(iii) deemed to have made any representations and warranties of a Transferring Servicer hereunder or
(iv) be subject to any other agreement not executed by the Special Servicer). Upon the transfer of the
servicing of any such Mortgage Loan to the Special Servicer, the Special Servicer shall be entitled to
the related Servicing Fee and other compensation accruing after the servicing transfer date with respect
to such Mortgage Loans pursuant to Section 3.14.
In connection with the transfer of the servicing of any Mortgage Loan to the Special
Servicer, the Transferring Servicer, at the Special Servicer's expense, shall deliver to the Special
Servicer all documents and records relating to such Mortgage Loans and an accounting of amounts
collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer
of the servicing to the Special Servicer. On the servicing transfer date, the Special Servicer shall
reimburse the Transferring Servicer for all unreimbursed Advances, Servicing Advances and Servicing
Fees, as applicable, relating to the Mortgage Loans for which the servicing is being transferred. The
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Special Servicer shall be entitled to be reimbursed pursuant to Section 3.08 or otherwise pursuant to
this Agreement for all such Advances, Servicing Advances and Servicing Fees, as applicable, paid by the
Transferring Servicer pursuant to this Section 3.17(a). In addition, the Special Servicer shall notify
the Master Servicer of such transfer and the effective date of such transfer, and amend the Mortgage
Loan Schedule to reflect that such Mortgage Loans are Special Serviced Mortgage Loans.
(b) The Special Servicer, at its option, may (but is not obligated to) purchase
from the Trust Fund, (i) any Mortgage Loan that is delinquent in payment 90 or more days or (ii) any
related Mortgage Loan with respect to which there has been initiated legal action or other proceedings
for the foreclosure of the related Mortgaged Property either judicially or non-judicially, in each case,
provided that the applicable Servicer has the right to transfer the related servicing rights without the
payment of any compensation to a Sub-Servicer. In the event that the Special Servicer exercises such
option, the Purchase Price therefor shall be deposited in the related Collection Account and upon such
deposit of the Purchase Price and receipt of a Request for Release in the form of Exhibit K hereto, the
Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to the
Special Servicer, and the Trustee shall execute and deliver at the Special Servicer's direction such
instruments of transfer or assignment prepared by the Special Servicer, in each case without recourse,
as shall be necessary to transfer title from the Trustee to the Special Servicer. The applicable
Servicer shall be entitled to reimbursement from the Special Servicer for all expenses incurred by it in
connection with the transfer of any Mortgage Loan to the Special Servicer pursuant to this
Section 3.17(b).
(c) With respect to any Mortgage Loan, a Servicer of such Mortgage Loan may (but
is not obligated to) enter into a special servicing agreement with an unaffiliated Holder of a
100% Percentage Interest of the most junior outstanding Class of related Subordinate Certificates. Any
such agreement may contain provisions whereby such Holder may (i) instruct the related Servicer to
commence or delay foreclosure proceedings with respect to any such Mortgage Loan that is delinquent and
will contain provisions for the deposit of cash with such Servicer by such Holder that would be
available for distribution to Certificateholders if Liquidation Proceeds are less than they otherwise
may have been had such Servicer acted in accordance with its normal procedures, (ii) purchase any such
Mortgage Loan that is delinquent from the Trust Fund immediately prior to the commencement of
foreclosure proceedings at a price equal to the Purchase Price, and/or (iii) assume all of the servicing
rights and obligations (as a Sub-Servicer on behalf of the related Servicer) with respect to any such
Mortgage Loan that is delinquent so long as (A) such Holder meets the requirements for a Sub-Servicer
set forth in Section 3.02(a), (B) such Holder has a current special servicing ranking of at least
"Average" from S&P, (C) such Holder shall subservice such Mortgage Loan in accordance with this
Agreement, and (D) the related Servicer has the right to transfer such servicing rights without the
payment of any compensation to a Sub-Servicer.
SECTION 3.18. Indemnification of the Trust Administrator, the Master Servicer and
the Servicers.
Each Servicer (other than WMMSC) agrees to indemnify and hold the Master Servicer
harmless from and against any and all losses, claims, expenses, costs or liabilities (including
attorneys fees and court costs) incurred by the Master Servicer as a result of or in connection with the
failure by such Servicer to perform the obligations or responsibilities imposed upon or undertaken by
such Servicer under this Agreement.
The Master Servicer agrees to indemnify and hold each Servicer (other than WMMSC)
harmless from and against any and all losses, claims, expenses, costs or liabilities (including
attorneys fees and court costs) incurred by such Servicer as a result of or in connection with the
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failure by the Master Servicer to perform the obligations or responsibilities imposed upon or undertaken
by the Master Servicer under this Agreement.
WMMSC agrees to indemnify and hold the Trust Administrator harmless from and against
any and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs)
incurred by the Trust Administrator as a result of or in connection with the failure by WMMSC to perform
the obligations or responsibilities imposed upon or undertaken by WMMSC under this Agreement.
The Trust Administrator agrees to indemnify and hold WMMSC harmless from and against
any and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs)
incurred by WMMSC as a result of or in connection with the failure by the Trust Administrator to perform
the obligations or responsibilities imposed upon or undertaken by the Trust Administrator under this
Agreement.
SECTION 3.19. Notification of Adjustments.
With respect to each Mortgage Loan, the related Servicer shall adjust the Mortgage
Rate on the related Adjustment Date in compliance with the requirements of applicable law and the
related Mortgage and Mortgage Note. The related Servicer shall execute and deliver any and all
necessary notices required under applicable law and the terms of the related Mortgage Note and Mortgage
regarding the Mortgage Rate adjustments. Upon the discovery by the related Servicer or the receipt of
notice from the Trust Administrator that such Servicer has failed to adjust a Mortgage Rate in
accordance with the terms of the related Mortgage Note, such Servicer shall immediately deposit in the
Certificate Account from its own funds the amount of any interest loss or deferral caused the Trust
Administrator thereby.
SECTION 3.20. Designated Mortgage Loans.
(a) For and on behalf of the Certificateholders, the Master Servicer shall oversee
and enforce the obligation of each Designated Servicer to service and administer the related Designated
Mortgage Loans in accordance with the terms of the related Designated Servicing Agreement and shall have
full power and authority to do any and all things which it may deem necessary or desirable in connection
with such master servicing and administration. In performing its obligations hereunder, the Master
Servicer shall act in a manner consistent with this Agreement and with customary and usual standards of
practice of prudent mortgage loan master servicers. Furthermore, the Master Servicer shall oversee and
consult with each Designated Servicer as necessary from time-to-time to carry out the Master Servicer's
obligations hereunder, and shall receive, review and evaluate all reports, information and other data
provided to the Master Servicer by each Designated Servicer.
The Master Servicer shall terminate the rights and obligations of any Designated
Servicer under the related Designated Servicing Agreement, upon the failure of such Designated Servicer
to perform any of its obligations under such Designated Servicing Agreement, which failure results in an
event of default as provided in such Designated Servicing Agreement. In the event a Designated Servicer
is terminated pursuant to the preceding sentence, the Master Servicer shall notify the Depositor and the
Trust Administrator and shall either (a) select and engage a successor servicer of the related Mortgage
Loans or (b) act as successor servicer of the related Mortgage Loans. In either case, the Designated
Mortgage Loans related to such Designated Servicing Agreement shall be serviced by the successor to such
Designated Servicer pursuant to the servicing provisions of this Agreement, and such Designated Mortgage
Loans shall be deemed as "Non-Designated Mortgage Loans" under this Agreement; provided, however, it is
understood and acknowledged by the parties hereto that there will be a period of transition (not to
exceed 90 days) before the actual servicing functions can be fully transferred to such successor
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Designated Servicer. Such enforcement, including, without limitation, the legal prosecution of claims,
termination of Designated Servicing Agreements and the pursuit of other appropriate remedies, shall be
in such form and carried out to such an extent and at such time as the Master Servicer, in its good
faith business judgment, would require were it the owner of the related Mortgage Loans. The Master
Servicer shall pay the costs of such enforcement at its own expense, provided that the Master Servicer
shall not be required to prosecute or defend any legal action except to the extent that the Master
Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action.
To the extent that the costs and expenses of the Master Servicer related to any
termination of a Designated Servicer, appointment of a successor Designated Servicer or the transfer and
assumption of servicing by the Master Servicer with respect to any Designated Servicing Agreement
(including, without limitation, (i) all legal costs and expenses and all due diligence costs and
expenses associated with an evaluation of the potential termination of a Designated Servicer as a result
of an event of default by such Designated Servicer and (ii) all costs and expenses associated with the
complete transfer of servicing, including all servicing files and all servicing data and the completion,
correction or manipulation of such servicing data as may be required by the successor servicer to
correct any errors or insufficiencies in the servicing data or otherwise to enable the successor
servicer to service the Mortgage Loans in accordance with this Agreement) are not fully reimbursed by
the terminated Designated Servicer, the Master Servicer shall be entitled to reimbursement of such costs
and expenses from the Trust.
(b) Each month, if a Designated Servicer fails to make a required Advance by the
date such Advance is required to be made under the related Designated Servicing Agreement, the Master
Servicer shall on the Cash Remittance Date deposit in the amount of any required Advance in the
Certificate Account.
(c) Each month, the Master Servicer shall make Compensating Interest Payments with
respect to the Designated Mortgage Loans to the extent provided in Section 3.03.
SECTION 3.21. Assigned Prepayment Premiums.
(a) Notwithstanding anything in this Agreement to the contrary, in the event of a
Principal Prepayment, the applicable Servicer may not waive any Assigned Prepayment Premium or portion
thereof required by the terms of the related Mortgage Note unless (i) the related Mortgage Loan is in
default or foreseeable default and such waiver (a) is standard and customary in servicing mortgage loans
similar to the Mortgage Loans and (b) would, in the reasonable judgment of such Servicer, maximize
recovery of total proceeds taking into account the value of such Assigned Prepayment Premium and the
related Mortgage Loan, (ii) (A) the enforceability thereof is limited (1) by bankruptcy, insolvency,
moratorium, receivership, or other similar law relating to creditors' rights generally or (2) due to
acceleration in connection with a foreclosure or other involuntary payment, or (B) the enforceability is
otherwise limited or prohibited by applicable law, (iii) the enforceability would be considered
"predatory" pursuant to written guidelines issued by any applicable federal, state or local authority
having jurisdiction over such matters, (iv) such Servicer is unable to locate documentation sufficient
to allow it to confirm the existence and amount of such Assigned Prepayment Premium after using
commercially reasonable efforts to locate such documentation, which efforts shall include, but are not
limited to, seeking such documentation from the Depositor, the Seller, the related Custodian and from
its own records or files or (v) the related Mortgaged Property has been damaged such that the current
value of the Mortgaged Property has been reduced by at least half as a result of a natural disaster or
other insured or uninsured peril, and the borrower has elected to pay the loan in full rather than
rebuild the Mortgaged Property. For the avoidance of doubt, the applicable Servicer may waive an
Assigned Prepayment Premium in connection with a short sale or short payoff on a defaulted Mortgage
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Loan. If an applicable Servicer has waived all or a portion of an Assigned Prepayment Premium relating
to a Principal Prepayment, other than as provided above, such Servicer shall deliver to the Trust
Administrator no later than the next succeeding Cash Remittance Date, for deposit into the Certificate
Account the amount of such Assigned Prepayment Premium (or such portion thereof as had been waived) for
distribution in accordance with the terms of this Agreement and if such Servicer fails to deliver such
amount, any of the Trust Administrator, the Master Servicer, the Trustee or the Seller may enforce such
obligation. If such Servicer has waived all or a portion of an Assigned Prepayment Premium for any
reason, it shall include such information, including the reason for such waiver, in any monthly reports
it provides, and such Servicer if other than Xxxxx Fargo, shall notify the Trust Administrator, the
Seller, the Master Servicer and the Trustee of such waiver, and if such Servicer is Xxxxx Fargo, Xxxxx
Fargo shall notify the Trust Administrator and the Trust Administrator shall forward any such notice to
the Seller, the Master Servicer and the Trustee. Notwithstanding any provision in this Agreement to the
contrary, in the event the Assigned Prepayment Premium payable under the terms of the related Mortgage
Note is less than the amount of the Assigned Prepayment Premium set forth in the Mortgage Loan
Schedule or other information provided to the applicable Servicer, such Servicer shall not have any
liability or obligation with respect to such difference. The Master Servicer shall not have any
responsibility for verifying the accuracy of the amount of Assigned Prepayment Premiums remitted by the
Servicers.
(b) Notwithstanding anything in this Agreement to the contrary, the Trustee and
the Trust Administrator shall have no obligation to collect Prepayment Premiums from any Servicer or
Designated Servicer other than Xxxxx Fargo, in its capacity as a Servicer (or any of its successors and
assigns), GreenPoint (or any of its successors and assigns) or SPS (or any of its successors and
assigns).
ARTICLE IV
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS
SECTION 4.01. Priorities of Distribution.
As set forth in Section 4.01 of the Series Supplement.
SECTION 4.02. Allocation of Losses.
As set forth in Section 4.02 of the Series Supplement.
SECTION 4.03. Recoveries.
As set forth in Section 4.03 of the Series Supplement.
SECTION 4.04. Monthly Statements to Certificateholders.
(a) Not later than each Distribution Date, the Trust Administrator shall prepare
and cause to be made available to each Certificateholder, the Master Servicer, each Servicer, the
Trustee, the Depositor, the Swap Counterparty and each Rating Agency, a statement setting forth with
respect to the related distribution: (A) the items listed in Exhibit T, other than items (vi)(a),
(vi)(b), (vi)(c) and (vi)(d), (B) the amounts on deposit in each Prefunding Account (including a
breakdown of amounts released during the prior calendar month in respect of Aggregate Subsequent
Transfer Amounts) and (C) the amount on deposit in each Capitalized Interest Account (including a
breakdown of amounts released for the calendar month preceding such Distribution Date).
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The Trust Administrator's responsibility for disbursing the above information to the
Certificateholders is limited to the availability, timeliness and accuracy of the information derived
from the Master Servicer and each Servicer, which shall be provided as required in Section 4.05.
On each Distribution Date, the Trust Administrator shall provide Bloomberg Financial
Markets, L.P. ("Bloomberg") CUSIP level factors for each Class of Offered Certificates as of such
Distribution Date, using a format and media mutually acceptable to the Trust Administrator and
Bloomberg. In connection with providing the information specified in this Section 4.04 to Bloomberg,
the Trust Administrator and any director, officer, employee or agent of the Trust Administrator shall be
indemnified and held harmless by DLJMC, to the extent, in the manner and subject to the limitations
provided in Section 9.05. The Trust Administrator shall also make the monthly statements to
Certificateholders available each month to each party referred to in Section 4.04(a) via the Trust
Administrator's website. The Trust Administrator's website can be accessed at xxxx://xxx.xxxxxxx.xxx or
at such other site as the Trust Administrator may designate from time to time. Persons that are unable
to use the above website are entitled to have a paper copy mailed to them via first class mail by
calling the Trust Administrator at 000-000-0000. The Trust Administrator shall have the right to change
the way the reports referred to in this Section 4.04 are distributed in order to make such distribution
more convenient and/or more accessible to the above parties and to the Certificateholders. The Trust
Administrator shall provide timely and adequate notification to all above parties and to the
Certificateholders regarding any such change. The Trust Administrator may fully rely upon and shall
have no liability with respect to information provided by the Master Servicer or any Servicer.
(b) Upon request, within a reasonable period of time after the end of each
calendar year, the Trust Administrator shall cause to be furnished to each Person who at any time during
the calendar year was a Certificateholder, a statement containing the information set forth in items
(i)(c), (i)(d), (i)(g), (i)(j), (i)(k), (ii)(c), (ii)(d), (ii)(g), (ii)(j), (v)(a), (v)(b), (v)(l),
(v)(m) and (v)(n) of Exhibit T aggregated for such calendar year or applicable portion thereof during
which such Person was a Certificateholder. Such obligation of the Trust Administrator shall be deemed
to have been satisfied to the extent that substantially comparable information shall be provided by the
Trust Administrator pursuant to any requirements of the Code as from time to time in effect.
(c) In addition to the foregoing, the Trust Administrator shall post an electronic
file containing current loan level data with respect to the Mortgage Loans ("Loan Level Data"), on a
monthly basis, to the website referred to in Section 4.04(a). The Loan Level Data will include fields
as agreed to by the Depositor and the Trust Administrator from time to time. The Loan Level Data will
be based solely on information provided by the Servicers, and the Trust Administrator's provision of the
Loan Level Data is subject to the availability, timeliness and accuracy of the information provided by
the Servicers. The Loan Level Data will not include any personally identifiable information, including
but not limited to: borrower name, borrower address, property address, borrower social security number,
and originator's loan account number. The Loan Level Data may include recent property valuation
information, including based on a recent broker's price opinion. As agreed to by the Depositor and the
Trust Administrator, the format of the Loan Level Data may be modified at any time, and the posting of
the Loan Level Data may be discontinued at any time. The Trust Administrator shall not be required to
provide the Loan Level Data in paper form.
SECTION 4.05. Servicer to Cooperate.
Each Servicer (other than WMMSC and SPS) shall provide to the Master Servicer, the
information set forth in Exhibits H-1, H-2 and H-3 and any other information the Master Servicer
requires, and SPS shall provide to the Master Servicer, the information set forth in Exhibits H-1, H-2,
P and Q and any other information the Master Servicer requires, in each case in such form as the Master
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Servicer shall reasonably request, or in such form as may be mutually agreed upon between such Servicer
and the Master Servicer, with respect to each Mortgage Loan serviced by such Servicer no later than
(i) with respect to a Servicer other than Xxxxx Fargo, 12:00 noon (New York City time) on the Data
Remittance Date, and (ii) with respect to Xxxxx Fargo, on the Data Remittance Date, to enable the Master
Servicer to provide such information to the Trust Administrator.
Each Servicer (other than WMMSC) also shall provide to the Master Servicer, the
information set forth in Exhibit H-1, solely relating to Payoffs received during the related Prepayment
Period, in such form as the Master Servicer shall reasonably request, or in such form as may be mutually
agreed upon between such Servicer and the Master Servicer, with respect to each Mortgage Loan serviced
by such Servicer no later than the Additional Data Remittance Date, to enable the Master Servicer to
provide such information to the Trust Administrator.
The Master Servicer, with respect to the Mortgage Loans which are not WMMSC Serviced
Mortgage Loans, and WMMSC, with respect to the WMMSC Serviced Mortgage Loans, shall provide to the Trust
Administrator the information set forth in Exhibits H-1, H-2 and H-3 in such form as the Trust
Administrator shall reasonably request no later than 12:00 noon (New York City time) on the related Data
Remittance Date or on the related Additional Data Remittance Date, as applicable, to enable the Trust
Administrator to calculate the amounts to be distributed to each Class of Certificates and otherwise
perform its distribution, accounting and reporting requirements hereunder.
SECTION 4.06. Cross-Collateralization; Adjustments to Available Funds.
As set forth in Section 4.06 of the Series Supplement.
SECTION 4.07. Interest Rate Cap Account(s).
As set forth in Section 4.07 of the Series Supplement.
SECTION 4.08. Supplemental Interest Trust(s).
As set forth in Section 4.08 of the Series Supplement.
SECTION 4.09. Rights of Swap Counterparty.
The Swap Counterparty, if any, shall be deemed a third-party beneficiary of this
Agreement to the same extent as if it were a party hereto and shall have the right to enforce its rights
under this Agreement. For the protection and enforcement of the provisions of this Section, the Swap
Counterparty shall be entitled to relief as can be given either at law or in equity.
SECTION 4.10. Replacement Swap Counterparty.
As set forth in Section 4.10 of the Series Supplement.
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ARTICLE V
ADVANCES BY THE MASTER SERVICER AND SERVICERS
SECTION 5.01. Advances by the Trust Administrator, Master Servicer and Servicers.
With respect to the Non-Designated Mortgage Loans, each Servicer shall deposit in the
related Collection Account as Advances an amount equal to all Scheduled Payments (with interest at the
Mortgage Rate less the Servicing Fee Rate) which were due on such Non-Designated Mortgage Loans serviced
by it during the applicable Collection Period and which were delinquent at the close of business on the
immediately preceding Determination Date; provided, however, that with respect to any Balloon Loan that
is delinquent on its maturity date, a Servicer shall not be required to advance the related balloon
payment but shall be required to continue to make Advances in accordance with this Section 5.01 with
respect to such Balloon Loan in an amount equal to (a) for each Servicer other than WMMSC, an assumed
scheduled payment that would otherwise be due based on the original amortization schedule for that
Mortgage Loan (with interest at the Mortgage Rate less the Servicing Fee Rate) and (b) for WMMSC, one
month's interest on the outstanding principal balance at the applicable Mortgage Rate, in each case to
the extent the related Servicer deems such amount to be recoverable. Each Servicer's obligation to make
such Advances as to any related Non-Designated Mortgage Loan shall continue through the last Scheduled
Payment due prior to the payment in full of such Non-Designated Mortgage Loan, or through the date that
the related Mortgaged Property has, in the judgment of the related Servicer, been completely
liquidated. Each Servicer shall not be required to advance shortfalls of principal or interest
resulting from the application of the Relief Act.
With respect to any Non-Designated Mortgage Loan, to the extent required by Accepted
Servicing Practices, the Master Servicer and each Servicer shall be obligated to make Advances in
accordance with the provisions of this Agreement; provided, however, that such obligation with respect
to any related Non-Designated Mortgage Loan shall cease if the Master Servicer or a Servicer determines,
in its reasonable opinion, that Advances with respect to such Non-Designated Mortgage Loan are
Nonrecoverable Advances. In the event that the Master Servicer or such Servicer determines that any
such Advances are Nonrecoverable Advances, the Master Servicer or such Servicer shall provide the Trust
Administrator with a certificate signed by a Servicing Officer evidencing such determination.
With respect to any Non-Designated Mortgage Loan, if the amount of Advances received
from a Servicer (other than WMMSC) is less than the amount required to be advanced by such Servicer, the
Master Servicer shall be obligated to make a payment in an amount equal to such deficiency, subject to
any determination by the Master Servicer that any portion of the amount required to be advanced is a
Nonrecoverable Advance. With respect to any WMMSC Serviced Mortgage Loan, if the amount of Advances
received from WMMSC is less than the amount required to be advanced by WMMSC, the Trust Administrator
shall be obligated to make a payment in an amount equal to such deficiency, subject to any determination
by the Trust Administrator that any portion of the amount required to be advanced is a Nonrecoverable
Advance.
With respect to any of the Non-Designated Mortgage Loans, if an Advance is required to
be made hereunder by a Servicer, such Servicer shall on the Cash Remittance Date either (i) deposit in
the Collection Account from its own funds an amount equal to such Advance, (ii) cause to be made an
appropriate entry in the records of the Collection Account that funds in such account being held for
future distribution or withdrawal have been, as permitted by this Section 5.01, used by such Servicer to
make such Advance or (iii) make Advances in the form of any combination of clauses (i) and
(ii) aggregating the amount of such Advance. Any such funds being held in a Collection Account for future
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distribution and so used shall be replaced by such Servicer from its own funds by deposit in such
Collection Account on or before any future Distribution Date in which such funds would be due or from
other funds in such Collection Account being held for future distribution at that time.
With respect to any Designated Mortgage Loan, the Master Servicer shall make Advances
as required by Section 3.20(b) of this Agreement.
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ARTICLE VI
THE CERTIFICATES
SECTION 6.01. The Certificates.
The Certificates shall be in substantially the forms set forth in Xxxxxxxx X, X, X,
X-0, X-0, E, F and G hereto, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Agreement or as may in the reasonable judgment of the
Trust Administrator or the Depositor be necessary, appropriate or convenient to comply, or facilitate
compliance, with applicable laws, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply with the rules of any
securities exchange on which any of the Certificates may be listed, or as may, consistently herewith, be
determined by the officers executing such Certificates, as evidenced by their execution thereof.
Subject to Section 11.03 respecting the final distribution on the Certificates, on
each Distribution Date the Trust Administrator shall make distributions to each Certificateholder of
record on the preceding Record Date either (x) by wire transfer in immediately available funds to the
account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such
Holder has so notified the Trust Administrator at least five Business Days prior to the related Record
Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Principal
Balance of any Class of Certificates or (c) Certificates of any Class with aggregate principal
Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such
Certificateholder at the address of such holder appearing in the Certificate Register.
The definitive Certificates shall be printed, typewritten, lithographed or engraved or
produced by any combination of these methods or may be produced in any other manner permitted by the
rules of any securities exchange on which any of the Certificates may be listed, all as determined by
the officers executing such Certificates, as evidenced by their execution thereof.
The Certificates shall be issuable in registered form, in the minimum denominations,
integral multiples in excess thereof (except that one Certificate in each Class may be issued in a
different amount which must be in excess of the applicable minimum denomination) and aggregate
denominations per Class set forth in the Preliminary Statement of the Series Supplement.
The Certificates shall be executed by manual or facsimile signature on behalf of the
Trust Administrator by a Responsible Officer. Certificates bearing the manual or facsimile signatures
of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of
the Trust Administrator shall bind the Trust Administrator, notwithstanding that such individuals or any
of them have ceased to be so authorized prior to the authentication and delivery of such Certificates or
did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any
benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a
certificate of authentication executed by the Trust Administrator by manual signature, and such
certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence,
that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be
dated the date of their authentication.
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SECTION 6.02. Registration of Transfer and Exchange of Certificates.
(a) The Trust Administrator shall maintain, or cause to be maintained, a
Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Trust
Administrator shall provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided. Upon surrender for registration of transfer of any Certificate, the
Trust Administrator shall execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates in like aggregate interest and of the same Class.
(b) At the option of a Certificateholder, Certificates may be exchanged for other
Certificates of authorized denominations and the same aggregate interest in the Trust Fund and of the
same Class, upon surrender of the Certificates to be exchanged at the office or agency of the Trust
Administrator set forth in Section 6.06. Whenever any Certificates are so surrendered for exchange, the
Trust Administrator shall execute, authenticate and deliver the Certificates which the Certificateholder
making the exchange is entitled to receive. Every Certificate presented or surrendered for registration
of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to
the Trust Administrator duly executed by the Holder thereof or his attorney duly authorized in writing.
(c) No service charge to the Certificateholders shall be made for any registration
of transfer or exchange of Certificates, but payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer or exchange of Certificates may
be required.
(d) All Certificates surrendered for registration of transfer and exchange shall
be canceled and subsequently destroyed by the Trust Administrator in accordance with the Trust
Administrator's customary procedures.
(e) No transfer of any Private Certificate shall be made unless that transfer is
made pursuant to an effective registration statement under the 1933 Act and effective registration or
qualification under applicable state securities laws, or is made in a transaction which does not require
such registration or qualification. Except in connection with any transfer of a Private Certificate by
the Depositor to any affiliate or any transfer of a Private Certificate from the Depositor or an
affiliate of the Depositor to an owner trust or other entity established by the Depositor, in the event
that a transfer is to be made in reliance upon an exemption from the 1933 Act and such laws, in order to
assure compliance with the 1933 Act and such laws, the Certificateholder desiring to effect such
transfer and such Certificateholder's prospective transferee shall each certify to the Trust
Administrator in writing the facts surrounding the transfer in substantially the form set forth in
Exhibit L (the "Transferor Certificate") and (i) deliver a letter in substantially the form of either
(A) Exhibit M-1 (the "Investment Letter"), provided that all of the Private Certificates of a Class
shall be transferred to one investor or the Depositor otherwise consents to such transfer,
(B) Exhibit M-2 (the "Rule 144A Letter") or (C) Exhibit M-3 (the "Regulation S Letter") or (ii) there
shall be delivered to the Trust Administrator at the expense of the transferor an Opinion of Counsel
that such transfer may be made pursuant to an exemption from the 1933 Act. The Depositor shall provide
to any Holder of a Private Certificate and any prospective transferee designated by any such Holder,
information regarding the related Certificates and the Mortgage Loans and such other information as
shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) or Regulation S,
as applicable, for transfer of any such Certificate without registration thereof under the 1933 Act
pursuant to the registration exemption provided by Rule 144A or Regulation S. The Trust Administrator
shall cooperate with the Depositor in providing the information referenced in the preceding sentence,
including providing to the Depositor such information regarding the Certificates, the Mortgage Loans and
other matters regarding the Trust Fund as the Depositor shall reasonably request to meet its obligation
under the preceding sentence. Each Holder of a Private Certificate desiring to effect such transfer
shall, and does hereby agree to, indemnify the Trust Administrator, the Depositor, the Seller, the
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Master Servicer, each Servicer, the Special Servicer and the Modification Oversight Agent against any
liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
(f) Except in connection with any transfer of a Private Certificate by the
Depositor to any affiliate or any transfer of a Private Certificate from the Depositor or an affiliate
of the Depositor to an owner trust or other entity established by the Depositor, no transfer of an
ERISA-Restricted Certificate (except for the Residual Certificates) shall be made unless the Trust
Administrator shall have received in accordance with Exhibit X-0, Xxxxxxx X-0 or Exhibit M-3, as
applicable, either (i) a representation letter from the transferee of such Certificate, acceptable to
and in form and substance satisfactory to the Trust Administrator, to the effect that such transferee is
not an employee benefit plan or arrangement subject to Section 406 of ERISA or Section 4975 of the Code,
or a person using the assets of any such plan or arrangement, which representation letter shall not be
an expense of the Trustee, the Trust Administrator or the Trust Fund, (ii) if the purchaser is an
insurance company and the Certificate has been the subject of an ERISA-Qualifying Underwriting, a
representation that the purchaser is an insurance company which is purchasing such Certificates with
funds contained in an "insurance company general account" (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such
Certificates are covered under Sections I and III of PTCE 95-60 or (iii) in the case of any such
Certificate presented for registration in the name of an employee benefit plan or arrangement subject to
Section 406 of ERISA or Section 4975 of the Code (or comparable provisions of any subsequent
enactments), or a person using such plan's or arrangement's assets, an Opinion of Counsel satisfactory
to the Trust Administrator to the effect that the purchase or holding of such Certificate will not
result in prohibited transactions under Section 406 of ERISA and/or Section 4975 of the Code and will
not subject the Depositor, the Trustee, the Trust Administrator, the Master Servicer or any other
Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel
shall not be an expense of such parties or the Trust Fund. No transfer of a Residual Certificate shall
be made unless the Trust Administrator shall have received, in accordance with Exhibit N, a
representation letter from the transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trust Administrator, to the effect that such transferee is not an employee benefit
plan or arrangement subject to Section 406 of ERISA or Section 4975 of the Code, or a person using the
assets of any such plan or arrangement, which representation letter shall not be an expense of the
Trustee, the Trust Administrator or the Trust Fund. In the event the representations referred to in
this Section 6.02(f) are not furnished, such representations shall be deemed to have been made to the
trustee by the transferee's acceptance of such ERISA-Restricted Certificate by any beneficial owner who
purchases an interest in such Certificate if such Certificate is a Book-Entry Certificate. In the event
that a representation is violated, or any attempt to transfer an ERISA-Restricted Certificate to a plan
or arrangement or person using a plan's or arrangement's assets is attempted without the delivery to the
Trust Administrator of the Opinion of Counsel described above, the attempted transfer or acquisition of
such Certificate shall be void and of no effect.
(g) Additional restrictions on transfers of the Residual Certificates are set
forth below:
(i) Each Person who has or who acquires any ownership interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such ownership
interest to have agreed to be bound by the following provisions and to have irrevocably
authorized the Trust Administrator or its designee under clause (iii)(A) below to deliver
payments to a Person other than such Person and to negotiate the terms of any mandatory sale
under clause (iii)(B) below and to execute all instruments of transfer and to do all other
things necessary in connection with any such sale. The rights of each Person acquiring any
ownership interest in a Residual Certificate are expressly subject to the following provisions:
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(A) Each Person holding or acquiring any ownership interest in a
Residual Certificate shall be other than a Disqualified Organization and shall promptly
notify the Trust Administrator of any change or impending change in its status as other
than a Disqualified Organization.
(B) In connection with any proposed transfer of any ownership
interest in a Residual Certificate to a U.S. Person, the Trust Administrator shall require
delivery to it, and shall not register the transfer of a Residual Certificate until its
receipt of (1) an affidavit and agreement (a "Transferee Affidavit and Agreement" attached
hereto as Exhibit N) from the proposed transferee, in form and substance satisfactory to
the Trust Administrator, representing and warranting, among other things, that it is not a
non U.S. Person, that such transferee is other than a Disqualified Organization, that it is
not acquiring its ownership interest in a Residual Certificate that is the subject of the
proposed Transfer as a nominee, trustee or agent for any Person who is not other than a
Disqualified Organization, that for so long as it retains its ownership interest in a
Residual Certificate, it shall endeavor to remain other than a Disqualified Organization,
and that it has reviewed the provisions of this Section 6.02(g) and agrees to be bound by
them, and (2) a certificate, attached hereto as Exhibit O, from the Holder wishing to
transfer a Residual Certificate, in form and substance satisfactory to the Trust
Administrator, representing and warranting, among other things, that no purpose of the
proposed transfer is to allow such Holder to impede the assessment or collection of tax.
(C) Notwithstanding the delivery of a Transferee Affidavit and
Agreement by a proposed transferee under clause (B) above, if the Trust Administrator has
actual knowledge that the proposed transferee is not other than a Disqualified
Organization, no transfer of an ownership interest in a Residual Certificate to such
proposed transferee shall be effected.
(D) Each Person holding or acquiring any ownership interest in a
Residual Certificate agrees, by holding or acquiring such ownership interest, to require a
Transferee Affidavit and Agreement from the other Person to whom such Person attempts to
transfer its ownership interest and to provide a certificate to the Trust Administrator in
the form attached hereto as Exhibit O.
(ii) The Trust Administrator shall register the transfer of any Residual
Certificate only if it shall have received the Transferee Affidavit and Agreement, a
certificate of the Holder requesting such transfer in the form attached hereto as Exhibit O and
all of such other documents as shall have been reasonably required by the Trust Administrator
as a condition to such registration.
(iii) (A) If any Disqualified Organization shall become a Holder of a
Residual Certificate, then the last preceding Holder that was other than a Disqualified
Organization shall be restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of registration of such transfer of
such Residual Certificate. If any non U.S. Person shall become a Holder of a Residual
Certificate, then the last preceding Holder that is a U.S. Person shall be restored, to the
extent permitted by law, to all rights and obligations as Holder thereof retroactive to the
date of registration of the transfer to such non U.S. Person of such Residual Certificate.
If a transfer of a Residual Certificate is disregarded pursuant to the provisions of
Treasury Regulations Section 1.860E-1 or Section 1.860G-3, then the last preceding Holder
that was other than a Disqualified Organization shall be restored, to the extent permitted
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by law, to all rights and obligations as Holder thereof retroactive to the date of
registration of such transfer of such Residual Certificate. The Trust Administrator shall
be under no liability to any Person for any registration of transfer of a Residual
Certificate that is in fact not permitted by this Section 6.02(g) or for making any
payments due on such Certificate to the Holder thereof or for taking any other action with
respect to such Holder under the provisions of this Agreement.
(B) If any purported transferee of a Residual Certificate shall
become a Holder of a Residual Certificate in violation of the restrictions in this
Section 6.02(g) and to the extent that the retroactive restoration of the rights of the
Holder of such Residual Certificate as described in clause (iii)(A) above shall be invalid,
illegal or unenforceable, then the Depositor shall have the right, without notice to the
Holder or any prior Holder of such Residual Certificate, to sell such Residual Certificate
to a purchaser selected by the Depositor on such terms as the Depositor may choose. Such
purported transferee shall promptly endorse and deliver a Residual Certificate in
accordance with the instructions of the Depositor. Such purchaser may be the Depositor
itself or any affiliate of the Depositor. The proceeds of such sale, net of the
commissions (which may include commissions payable to the Depositor or its affiliates),
expenses and taxes due, if any, shall be remitted by the Depositor to such purported
transferee. The terms and conditions of any sale under this clause (iii)(B) shall be
determined in the sole discretion of the Depositor, and the Depositor shall not be liable
to any Person having an ownership interest or a purported ownership interest in a Residual
Certificate as a result of its exercise of such discretion.
(iv) The Master Servicer and each Servicer, on behalf of the Trust
Administrator, shall make available, upon written request from the Trust Administrator, all
information reasonably available to it that is necessary to compute any tax imposed (A) as a
result of the transfer of an ownership interest in a Residual Certificate to any Person who is
not other than a Disqualified Organization, including the information regarding "excess
inclusions" of such Residual Certificate required to be provided to the Internal Revenue
Service and certain Persons as described in Treasury Regulation Section 1.860D 1(b)(5), and (B)
as a result of any regulated investment company, real estate investment trust, common trust
fund, partnership, trust, estate or organizations described in Section 1381 of the Code having
as among its record holders at any time any Person who is not other than a Disqualified
Organization. Reasonable compensation for providing such information may be required by the
Master Servicer or the related Servicer from such Person.
(v) The provisions of this Section 6.02(g) set forth prior to this
Section 6.02(g)(v) may be modified, added to or eliminated by the Depositor, provided that there
shall have been delivered to the Trust Administrator the following:
(A) written notification from each Rating Agency to the effect
that the modification, addition to or elimination of such provisions will not cause such
Rating Agency to downgrade its then current rating of the Certificates; and
(B) a certificate of the Depositor stating that the Depositor
has received an Opinion of Counsel, in form and substance satisfactory to the Depositor, to
the effect that such modification, addition to or elimination of such provisions will not
cause the Trust Fund to cease to qualify as a REMIC and will not create a risk that (i) the
Trust Fund may be subject to an entity level tax caused by the transfer of a Residual
Certificate to a Person which is not other than a Disqualified Organization or (2) a
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Certificateholder or another Person will be subject to a REMIC related tax caused by the
transfer of applicable Residual Certificate to a Person which is not other than a
Disqualified Organization.
(vi) The following legend shall appear on each Residual Certificate:
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE
PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE DEPOSITOR AND THE TRUST
ADMINISTRATOR THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR
POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION,
OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER
THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX
IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX
IMPOSED BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION
1381(a)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A),
(B), OR (C) BEING HEREINAFTER REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR (D) AN
AGENT OF A DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE
THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL
INCLUDE CERTAIN REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY
TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION
OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF
NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE
RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY
ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF
THIS PARAGRAPH.
(h) The Trust Administrator shall have no liability to the Trust Fund arising from
a transfer of any such Certificate in reliance upon a certification, ruling or Opinion of Counsel
described in this Section 6.02; provided, however, that the Trust Administrator shall not register the
transfer of any Residual Certificate if it has actual knowledge that the proposed transferee does not
meet the qualifications of a permitted Holder of a Residual Certificate as set forth in this
Section 6.02.
(i) Each Holder of a Swap Certificate or any interest therein shall be deemed to
have represented, by its acquisition or holding of such certificate or any interest therein, that as of
any date prior to the termination of the Swap Agreement, at least one of PTCE 84-14, 90-1, 91-38, 95-60
or 96-23 or other applicable exemption applies to such Holder's right to receive payments from the
Supplemental Interest Trust.
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SECTION 6.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (a) any mutilated Certificate is surrendered to the Trust Administrator, or the
Trust Administrator receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate and (b) there is delivered to each Servicer, the Trustee and the Trust Administrator such
security or indemnity as may be required by them to save each of them harmless, then, in the absence of
notice to the Trustee and the Trust Administrator that such Certificate has been acquired by a protected
purchaser, the Trust Administrator shall execute, authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and
interest in the Trust Fund. In connection with the issuance of any new Certificate under this
Section 6.03, the Trust Administrator may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trust Administrator) connected therewith. Any replacement Certificate issued
pursuant to this Section 6.03 shall constitute complete and indefeasible evidence of ownership in the
Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be
found at any time.
SECTION 6.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer, each
Servicer, the Trust Administrator, and any agent of the Master Servicer or any Servicer, the Trust
Administrator may treat the person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions as provided in this Agreement and for all other
purposes whatsoever, and none of the Master Servicer or the Servicers, the Trust Administrator, nor any
agent of the Master Servicer or a Servicer or the Trust Administrator shall be affected by any notice to
the contrary.
SECTION 6.05. Access to List of Certificateholders' Names and Addresses.
(a) If three or more Certificateholders (i) request in writing from the Trust
Administrator a list of the names and addresses of Certificateholders, (ii) state that such
Certificateholders desire to communicate with other Certificateholders with respect to their rights
under this Agreement or under the Certificates and (iii) provide a copy of the communication which such
Certificateholders propose to transmit, then the Trust Administrator shall, within ten Business Days
after the receipt of such request, afford such Certificateholders access during normal business hours to
a current list of the Certificateholders. The expense of providing any such information requested by a
Certificateholder shall be borne by the Certificateholders requesting such information and shall not be
borne by the Trust Administrator or the Trustee. Every Certificateholder, by receiving and holding a
Certificate, agrees that the Trustee and the Trust Administrator shall not be held accountable by reason
of the disclosure of any such information as to the list of the Certificateholders hereunder, regardless
of the source from which such information was derived.
(b) The Master Servicer and each Servicer, so long as it is a servicer hereunder,
DLJMC and the Depositor shall have unlimited access to a list of the names and addresses of the
Certificateholders which list shall be provided by the Trust Administrator promptly upon request.
SECTION 6.06. Maintenance of Office or Agency.
The Trust Administrator shall maintain or cause to be maintained at its expense an
office or offices or agency or agencies in Minneapolis, Minnesota where Certificates may be surrendered
for registration of transfer or exchange and where notices and demands to or upon the Trust
Administrator in respect of the Certificates and this Agreement may be served. The Trust Administrator
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initially designates its Corporate Trust Office as its office for such purpose. The Trust Administrator
shall give prompt written notice to the Certificateholders of any change in the location of any such
office or agency.
SECTION 6.07. Book-Entry Certificates.
Notwithstanding the foregoing, the Book-Entry Certificates, upon original issuance,
shall be issued in the form of one or more typewritten Certificates representing the Book-Entry
Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor.
The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of
Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a
definitive certificate representing such Beneficial Holder's interest in the Certificates, except as
provided in Section 6.09. Unless and until definitive, fully registered Certificates ("Definitive
Certificates") have been issued to the Beneficial Holders pursuant to Section 6.09:
(a) the provisions of this Section 6.07 shall be in full force and effect with
respect to the Book-Entry Certificates;
(b) the Depositor and the Trust Administrator may deal with the Clearing Agency
for all purposes with respect to the Book-Entry Certificates (including the making of distributions on
such Certificates) as the sole Holder of such Certificates;
(c) to the extent that the provisions of this Section 6.07 conflict with any other
provisions of this Agreement, the provisions of this Section 6.07 shall control; and
(d) the rights of the Beneficial Holders of the Book-Entry Certificates shall be
exercised only through the Clearing Agency and the Participants and shall be limited to those
established by law and agreements between such Beneficial Holders and the Clearing Agency and/or the
Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued
pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the
Participants and receive and transmit distributions of principal and interest on the related Book-Entry
Certificates to such Participants.
For purposes of any provision of this Agreement requiring or permitting actions with
the consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified
percentage of the aggregate unpaid principal amount of such Certificates, such direction or consent may
be given by the Clearing Agency at the direction of Beneficial Holders owning such Certificates
evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may
take conflicting actions with respect to the Book-Entry Certificates to the extent that such actions are
taken on behalf of the Beneficial Holders.
SECTION 6.08. Notices to Clearing Agency.
Whenever notice or other communication to the Holders of Book-Entry Certificates is
required under this Agreement, unless and until Definitive Certificates shall have been issued to the
related Certificateholders pursuant to Section 6.09, the Trust Administrator shall give all such notices
and communications specified herein to be given to Holders of the Book-Entry Certificates to the
Clearing Agency which shall give such notices and communications to the related Participants in
accordance with its applicable rules, regulations and procedures.
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SECTION 6.09. Definitive Certificates.
If (a) the Depositor advises the Trust Administrator in writing that the Clearing
Agency is no longer willing or able to properly discharge its responsibilities under the Depository
Agreement with respect to the Certificates and the Trust Administrator or the Depositor is unable to
locate a qualified successor, (b) the Depositor, with the consent of the applicable Participants,
advises the Trust Administrator in writing that it elects to terminate the book-entry system with
respect to the Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an
Event of Default, Holders of Book-Entry Certificates evidencing not less than 66-2/3% of the aggregate
Class Principal Balance of the Book-Entry Certificates advise the Trust Administrator in writing that
the continuation of a book-entry system with respect to the such Certificates through the Clearing
Agency is no longer in the best interests of the Holders of such Certificates with respect to the
Book-Entry Certificates and the applicable Participants consent, the Trust Administrator shall notify all
Holders of such Certificates of the occurrence of any such event and the availability of Definitive
Certificates. Upon surrender to the Trust Administrator of such Certificates by the Clearing Agency,
accompanied by registration instructions from the Clearing Agency for registration, the Trust
Administrator shall authenticate and deliver the Definitive Certificates. Neither the Depositor nor the
Trust Administrator shall be liable for any delay in delivery of such instructions and may conclusively
rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency
shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable
with respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of
Definitive Certificates as Certificateholders hereunder.
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ARTICLE VII
THE DEPOSITOR, THE SELLER, THE MASTER
SERVICER, THE SERVICERS, THE SPECIAL SERVICER AND THE MODIFICATION OVERSIGHT AGENT
SECTION 7.01. Liabilities of the Seller, the Depositor, the Master Servicer, the
Servicers, the Special Servicer and the Modification
Oversight Agent.
The Depositor, the Seller, the Master Servicer, each Servicer, the Special Servicer
and the Modification Oversight Agent shall be liable under this Agreement to any other party to this
Agreement, including the liability of each Servicer (other than WMMSC) to the Master Servicer in
accordance herewith only to the extent of the obligations specifically and respectively imposed upon and
undertaken by them herein.
SECTION 7.02. Merger or Consolidation of the Seller, the Depositor, the Master
Servicer, the Servicers, the Special Servicer or the
Modification Oversight Agent.
Subject to the immediately succeeding paragraph, the Depositor, the Seller, the Master
Servicer, each Servicer, the Special Servicer and the Modification Oversight Agent shall each do or
cause to be done all things necessary to preserve and keep in full force and effect its existence,
rights and franchises (charter and statutory) and shall each obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and
to perform its respective duties under this Agreement.
Any Person into which the Depositor, the Seller, the Master Servicer, any Servicer,
the Special Servicer or the Modification Oversight Agent may be merged or consolidated, or any Person
resulting from any merger or consolidation to which the Depositor, the Seller, the Master Servicer, any
Servicer, the Special Servicer or the Modification Oversight Agent shall be a party, or any Person
succeeding to the business of the Depositor, the Seller, the Master Servicer, any Servicer, the Special
Servicer or the Modification Oversight Agent, shall be the successor of the Depositor, the Seller, the
Master Servicer, such Servicer, the Special Servicer or the Modification Oversight Agent, as the case
may be, hereunder, without the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding; provided, however, that (i) the
successor or surviving Person to the Master Servicer, any such Servicer (other than WMMSC) or the
Special Servicer shall be qualified to sell mortgage loans to, and to service mortgage loans on behalf
of, FNMA or FHLMC, and (ii) the successor or surviving Person to WMMSC shall have a net worth of at
least $15,000,000, unless each of the Rating Agencies acknowledge, at the expense of the successor or
surviving person to WMMSC, that its rating of the Certificates in effect immediately prior to such
assignment will not be qualified or reduced as a result of such successor or surviving Person to WMMSC
not having a net worth of at least $15,000,000.
Notwithstanding anything else in this Section 7.02 or in Section 7.04 hereof to the
contrary, the Master Servicer or a Servicer may assign its rights and delegate its duties and
obligations under this Agreement; provided, however, that the Master Servicer or such Servicer gives the
Depositor, the Trustee and the Trust Administrator notice of such assignment; provided, further,
(a) that such purchaser or transferee accepting such assignment and delegation shall be an institution
that is a FNMA and FHLMC approved seller/servicer in good standing, which has a net worth of at least
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$15,000,000, and which is willing to service the Mortgage Loans and (b) such purchaser or transferee
executes and delivers to the Depositor, the Trustee and the Trust Administrator an agreement accepting
such delegation and assignment, which contains an assumption by such Person of the rights, powers,
duties, responsibilities, obligations and liabilities of the Master Servicer or such Servicer, with like
effect as if originally named as a party to this Agreement; provided, further, that each of the Rating
Agencies acknowledge that its rating of the Certificates in effect immediately prior to such assignment
will not be qualified or reduced as a result of such assignment and delegation. In the case of any such
assignment and delegation, the Master Servicer or such Servicer shall be released from its obligations
under this Agreement (except as provided above), except that the Master Servicer or the related Servicer
shall remain liable for all liabilities and obligations incurred by it as the Master Servicer or
Servicer hereunder prior to the satisfaction of the conditions to such assignment and delegation set
forth in the preceding sentence.
SECTION 7.03. Limitation on Liability of the Seller, the Depositor, the Master
Servicer, the Servicers, the Special Servicer, the
Modification Oversight Agent and Others.
(a) None of the Depositor, the Master Servicer, any Servicer, the Seller, the
Special Servicer, the Modification Oversight Agent, or any of the directors, officers, employees or
agents of the Depositor, the Master Servicer, any Servicer, the Seller, the Special Servicer or the
Modification Oversight Agent shall be under any liability to the Certificateholders for any action taken
or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors
in judgment; provided, however, that this provision shall not protect the Depositor, the Master
Servicer, any Servicer, the Seller, the Special Servicer or the Modification Oversight Agent against any
breach of representations, warranties or covenants (including any indemnification obligations provided
in Section 2.08) made by it herein or protect the Depositor, the Master Servicer, any Servicer, the
Seller, the Special Servicer or the Modification Oversight Agent or any such director, officer, employee
or agent from any liability which would otherwise be imposed by reasons of willful misfeasance, bad
faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations
and duties hereunder.
The Depositor, the Master Servicer, any Servicer, the Seller, the Special Servicer and
the Modification Oversight Agent and any director, officer, employee or agent of the Depositor, the
Master Servicer, any Servicer, the Seller, the Special Servicer or the Modification Oversight Agent may
rely in good faith on any document of any kind prima facie properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor, the Master Servicer, any Servicer, the Seller,
the Special Servicer and the Modification Oversight Agent and any director, officer, employee or agent
of the Depositor, the Master Servicer, any Servicer, the Seller, the Special Servicer or the
Modification Oversight Agent shall be indemnified by the Trust Fund and held harmless against any loss,
liability or expense incurred in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of
obligations and duties hereunder.
None of the Depositor, the Master Servicer, any Servicer, the Seller, the Special
Servicer or the Modification Oversight Agent shall be under any obligation to appear in, prosecute or
defend any legal action that is not incidental to its respective duties hereunder and which in its
opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the
Master Servicer, any Servicer, the Seller, the Special Servicer or the Modification Oversight Agent may
in its discretion undertake any such action that it may deem necessary or desirable in respect of this
Agreement and the rights and duties of the parties hereto and interests of the Trustee, the Trust
Administrator and the Certificateholders hereunder. In such event, the legal expenses and costs of such
action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund,
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and the Depositor, the Master Servicer, any Servicer, the Seller, the Special Servicer and the
Modification Oversight Agent, as applicable, shall be entitled to be reimbursed therefor from the Trust
Fund. The right of each Servicer and the Modification Oversight Agent to indemnity and reimbursement
pursuant to this Section 7.03 shall survive the resignation or termination of such Servicer as set forth
herein.
(b) Each Servicer and the Special Servicer shall indemnify the Trust Administrator
and the Trustee and hold them harmless against any and all claims, losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees
and expenses that the Trust Administrator or the Trustee may sustain in any way related to the failure
of such Servicer or Special Servicer to perform its duties and service the Mortgage Loans in compliance
with the terms of this Agreement. The related Servicer or the Special Servicer, as applicable, shall
notify immediately the Trust Administrator and the Trustee if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the Trust
Administrator) the defense of any such claim and pay all expenses in connection therewith, including
counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it, the Trust Administrator or the Trustee in respect of such claim. The related Servicer or
the Special Servicer, as applicable, shall follow any written instructions received from the Trust
Administrator in connection with such claim. Except as otherwise provided herein, the Trust
Administrator promptly shall reimburse such Servicer or the Special Servicer, as applicable, for all
amounts advanced by such entity pursuant to the second preceding sentence except when the claim is in
any way related to the failure of such Servicer or the Special Servicer to service and administer the
Mortgage Loans in compliance with the terms of this Agreement.
SECTION 7.04. Master Servicer, Servicers, Special Servicer and Modification
Oversight Agent Not to Resign; Transfer of Servicing.
(a) None of the Master Servicer, any Servicer, the Special Servicer or the
Modification Oversight Agent shall resign from the obligations and duties hereby imposed on it except
(i) upon appointment of a successor master servicer, successor servicer, successor special servicer or
successor modification oversight agent and receipt by the Trustee and the Trust Administrator of a
letter from each Rating Agency that such a resignation and appointment will not result in a downgrading
of the rating of any of the Certificates related to the applicable Mortgage Loans, or (ii) upon
determination that its duties hereunder are no longer permissible under applicable law. Any such
determination under clause (ii) permitting the resignation of the Master Servicer, a Servicer, the
Special Servicer or the Modification Oversight Agent shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee and the Trust Administrator. No such resignation shall become effective
until the successor master servicer, successor servicer, successor special servicer or successor
modification oversight agent shall have assumed the Master Servicer's, such Servicer's, the Special
Servicer's or the Modification Oversight Agent's, as applicable, responsibilities, duties, liabilities
and obligations hereunder.
(b) Notwithstanding the foregoing, at DLJMC's request, so long as it is the owner
of the related servicing rights, the Master Servicer or any Servicer shall resign, upon the selection
and appointment of a successor master servicer or servicer, as applicable; provided that DLJMC delivers
to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above.
Notwithstanding the foregoing, in the event that the Master Servicer is appointed as the successor
servicer to SPS, the requirements of Section 7.04(a)(i) shall be waived. If the Master Servicer resigns
pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal to the product of
(a) the Stated Principal Balance of all of the Mortgage Loans (other than the WMMSC Serviced Mortgage
Loans) then outstanding and (b) 0.02%.
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(c) Notwithstanding the foregoing, if the Trust Administrator shall for any reason
no longer be Trust Administrator hereunder, at DLJMC's request, the Master Servicer shall resign, upon
the selection and appointment of a successor master servicer; provided that DLJMC delivers to the
Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above.
(d) Notwithstanding the foregoing, at DLJMC's request, the Special Servicer shall
resign, upon the selection and appointment of a successor special servicer by DLJMC; provided that DLJMC
delivers to the Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above.
(e) Notwithstanding the foregoing, at DLJMC's request, the Modification Oversight
Agent shall resign, upon the selection and appointment of a successor modification oversight agent by
DLJMC; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in
Section 7.04(a)(i) above.
SECTION 7.05. Master Servicer, Seller, Special Servicer, Modification Oversight
Agent and Servicers May Own Certificates.
Each of the Master Servicer, the Seller, the Special Servicer, the Modification
Oversight Agent and each Servicer in its individual or any other capacity may become the owner or
pledgee of Certificates with the same rights as it would have if it were not the Master Servicer, the
Seller, the Special Servicer, the Modification Oversight Agent or a Servicer.
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ARTICLE VIII
DEFAULT
SECTION 8.01. Events of Default.
"Event of Default," wherever used herein, and as to the Master Servicer or any
Servicer, means any one of the following events (whatever reason for such Event of Default and whether
it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any administrative or governmental
body):
(a) any failure by the Master Servicer or a Servicer to remit to the
Certificateholders or to the Trust Administrator any payment other than an Advance required to be made
by the Master Servicer or such Servicer under the terms of this Agreement, which failure shall continue
unremedied for a period of (i) with respect to the Master Servicer or a Servicer other than Xxxxx Fargo,
one Business Day and (ii) with respect to Xxxxx Fargo, two Business Days, after the date upon which
written notice of such failure shall have been given to the Master Servicer or such Servicer by the
Trust Administrator or the Depositor or to the Master Servicer or the related Servicer and the Trust
Administrator by the Holders of Certificates having not less than 25% of the Voting Rights evidenced by
the Certificates; or
(b) any failure by the Master Servicer or a Servicer to observe or perform in any
material respect any other of the covenants or agreements on the part of the Master Servicer or a
Servicer contained in this Agreement (except as set forth in (c) and (g) below) which failure
(i) materially affects the rights of the Certificateholders and (ii) shall continue unremedied for a
period of 60 days after the date on which written notice of such failure shall have been given to the
Master Servicer or such Servicer by the Trust Administrator or the Depositor, or to the Master Servicer
or a Servicer and the Trust Administrator by the Holders of Certificates evidencing not less than 25% of
the Voting Rights evidenced by the Certificates; or
(c) if a representation or warranty set forth in Section 2.03 hereof made solely
in its capacity as the Master Servicer or a Servicer shall prove to be materially incorrect as of the
time made in any respect that materially and adversely affects interests of the Certificateholders, and
the circumstances or condition in respect of which such representation or warranty was incorrect shall
not have been eliminated or cured within 90 days after the date on which written notice thereof shall
have been given to the Master Servicer or the related Servicer by the Trust Administrator for the
benefit of the Certificateholders or by the Depositor; or
(d) a decree or order of a court or agency or supervisory authority having
jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for
the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer or a
Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of
60 days; or
(e) the Master Servicer or a Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to the Master Servicer or such Servicer or all or
substantially all of the property of the Master Servicer or such Servicer; or
(f) the Master Servicer or a Servicer shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage of, or commence a voluntary
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case under, any applicable insolvency or reorganization statute, make an assignment for the benefit of
its creditors, or voluntarily suspend payment of its obligations; or
(g) any failure of the Master Servicer or a Servicer to make any Advance in the
manner and at the time required to be made from its own funds pursuant to Section 5.01 of this Agreement
and after receipt of written notice from the Trust Administrator of such failure, which failure
continues unremedied (i) with respect to the Master Servicer or a Servicer, other than Xxxxx Fargo (in
its capacity as a Servicer), after 5:00 p.m.(New York City time) on the Business Day immediately
following the Master Servicer's or such Servicer's receipt of such notice and (ii) with respect to Xxxxx
Fargo (in its capacity as a Servicer), on the second Business Day immediately following Xxxxx Fargo's
receipt of such notice; or
(h) either (a) the servicer rankings or ratings for a Servicer (other than WMMSC)
are downgraded to "below average" status by one or more of the Rating Agencies rating the Certificates
or (b) one or more Classes of the Certificates are downgraded or placed on negative watch due in whole
or in part to the performance or servicing of a Servicer (other than WMMSC); or
(i) the servicer rankings or ratings for a Servicer (other than WMMSC) are
downgraded two or more levels below the level in effect on the Closing Date by one or more of the Rating
Agencies rating the Certificates; or
(j) either (a) either (i) the master servicer rankings or ratings for the Master
Servicer are downgraded two or more levels below the level in effect on the Closing Date by one or more
of the Rating Agencies rating the Certificates or (ii) the Master Servicer rankings or ratings for the
Master Servicer, are downgraded to "below average" status by one or more of the Rating Agencies rating
the Certificates or (b) one or more Classes of the Certificates are downgraded or placed on negative
watch due in whole or in part to the performance or master servicing of the Master Servicer; or
(k) any failure by an applicable Servicer to either (a) remit payment of an
Assigned Prepayment Premium to the Collection Account or (b) remit funds in the amount equal to an
Assigned Prepayment Premium which the applicable Servicer has failed to collect, in each case as
required pursuant to this Agreement, which failure continues unremedied for a period of one Business Day
after the date upon which written notice of such failure, requiring the same to be remedied, shall have
been given to the Servicer by the Trust Administrator, the Master Servicer, the Trustee or the
Depositor; or
(l) any failure by the Master Servicer or a Servicer to comply with the provisions
of Article XIII.
If an Event of Default due to the actions or inaction of the Master Servicer or a
Servicer described in clauses (a) through (f) and (l) of this Section 8.01 shall occur, then, and in
each and every such case, so long as such Event of Default shall not have been remedied, (i) the Trust
Administrator shall at the direction of DLJMC, the Trustee or the Holders of Certificates evidencing not
less than 25% of the Voting Rights evidenced by the Certificates, by notice in writing to the Master
Servicer or such Servicer (with a copy to the Rating Agencies), terminate all of the rights and
obligations of the Master Servicer or such Servicer under this Agreement (other than rights to
reimbursement for Advances and Servicing Advances previously made, as provided in Section 3.08) and
(ii) the Master Servicer may, if such Event of Default is due to the actions or inactions of a Servicer
(other than WMMSC), by notice in writing to such Servicer (with a copy to the Rating Agencies),
terminate all of the rights and obligations of such Servicer (other than WMMSC) under this Agreement
(other than rights to reimbursement for Advances and Servicing Advances previously made, as provided in
Section 3.08).
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If an Event of Default described in clause (g) shall occur, (i) if the Master Servicer
has failed to make any Advance, the Trustee, (ii) if WMMSC has failed to make any Advance, the Trust
Administrator, and (iii) if any Servicer (other than WMMSC) has failed to make any Advance, the Master
Servicer, shall prior to the next Distribution Date, immediately make such Advance and terminate the
rights and obligations of the Master Servicer or applicable Servicer, as applicable, hereunder and
succeed to the rights and obligations of the Master Servicer or such Servicer, as applicable, hereunder
pursuant to Section 8.02, including the obligation to make Advances on such succeeding Distribution Date
pursuant to the terms hereof. No Event of Default with respect to the Master Servicer or a Servicer
shall affect the rights or duties of any other Servicer or constitute an Event of Default as to any
other Servicer.
If an Event of Default described in clause (h), (i) or (k) occurs, (i) if the Event of
Default relates to WMMSC, the Trust Administrator, and (ii) if the Event of Default relates to any
Servicer other than WMMSC, the Master Servicer, shall at the direction of DLJMC, by notice in writing to
such Servicer, terminate all of the rights and obligations of such Servicer under this Agreement (other
than rights to reimbursement for Advances and Servicing Advances previously made, as provided in
Section 3.08) and shall appoint as successor Servicer the entity selected by DLJMC in accordance with
Section 8.02; provided that DLJMC shall first furnish to the Master Servicer a letter from each Rating
Agency that the appointment of such successor will not result in a downgrading of the rating of any of
the Certificates.
If an Event of Default described in clause (j) occurs, the Trustee shall at the
direction of DLJMC, by notice in writing to the Master Servicer, terminate all of the rights and
obligations of the Master Servicer under this Agreement (other than rights to reimbursement for Advances
previously made, as provided in Section 3.08) and shall appoint as successor Master Servicer the entity
selected by DLJMC in accordance with Section 8.02; provided that DLJMC shall first furnish to the
Trustee a letter from each Rating Agency that the appointment of such successor will not result in a
downgrading of the rating of any of the Certificates.
No Event of Default with respect to the Servicer shall affect the rights or duties of
the Master Servicer or constitute an Event of Default as to the Master Servicer.
SECTION 8.02. Master Servicer or Trust Administrator to Act; Appointment of
Successor.
On and after the time the Master Servicer or a Servicer receives a notice of
termination pursuant to Section 8.01 hereof or resigns pursuant to Section 7.04 hereof, subject to the
provisions of Section 3.04 hereof, the Trustee (in the case of the Master Servicer), the Trust
Administrator (in the case of WMMSC), or the Master Servicer (in the case of any Servicer other than
WMMSC) shall be the successor in all respects to the Master Servicer or such Servicer, as applicable, in
its capacity as servicer under this Agreement and with respect to the transactions set forth or provided
for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto
placed on the Master Servicer or such Servicer, as applicable, by the terms and provisions hereof;
provided, that the Trustee, the Trust Administrator or the Master Servicer, as applicable, shall not be
deemed to have made any representation or warranty as to any Mortgage Loan made by the Master Servicer
or any Servicer, as applicable, and shall not effect any repurchases or substitutions of any Mortgage
Loan; provided, further, that it is understood and acknowledged by the parties hereto that there will be
a full period of transition (not to exceed ninety (90) days) before the actual servicing functions of
any Servicer can be fully transferred to Xxxxx Fargo as successor Servicer; provided, further, that
during such period of transition Xxxxx Fargo, as successor Servicer, shall continue to make all required
Compensating Interest Payments and Advances. As compensation therefor, the Trustee, the Trust
Administrator or the Master Servicer, as applicable, shall be entitled to all funds relating to the
Mortgage Loans that the Master Servicer or related Servicer (the "Replaced Servicer") would have been
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entitled to charge to the related Collection Account if the Replaced Servicer had continued to act
hereunder (except that the Replaced Servicer shall retain the right to be reimbursed for advances
(including, without limitation, Advances and Servicing Advances) theretofore made by the Replaced
Servicer with respect to which it would be entitled to be reimbursed as provided in Section 3.08 if it
had not been so terminated or resigned). Notwithstanding the foregoing, if the Trustee, the Trust
Administrator or the Master Servicer, as applicable, has become the successor to a Replaced Servicer, in
accordance with this Section 8.02, the Trustee, the Trust Administrator or the Master Servicer, as
applicable, may, if it shall be unwilling to so act, or shall, if it is unable to so act, appoint, or
petition a court of competent jurisdiction to appoint, any established mortgage loan servicing
institution, the appointment of which does not adversely affect the then current rating of the
Certificates, as the successor to the Master Servicer or a Servicer, as applicable, hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer or
such Servicer, as applicable, provided that such successor to the Master Servicer or the Servicer, as
applicable, shall not be deemed to have made any representation or warranty as to any Mortgage Loan made
by the Master Servicer or the related Servicer, as applicable. Pending appointment of a successor to
the Master Servicer or a Servicer, as applicable, hereunder, the Trustee, the Trust Administrator or the
Master Servicer, as applicable, unless such party is prohibited by law from so acting, shall act in such
capacity as provided herein. In connection with such appointment and assumption, the Trustee, the Trust
Administrator or the Master Servicer, as applicable, may make such arrangements for the compensation of
such successor out of payments on Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that permitted the Replaced Servicer,
hereunder. The Trustee, the Trust Administrator or the Master Servicer, as applicable, and such
successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate
any such succession. None of the Trustee, the Trust Administrator, the Master Servicer nor any other
successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any
delay in making, any distribution hereunder or any portion thereof caused by the failure of a Replaced
Servicer to deliver, or any delay in delivering, cash, documents or records to it.
A Replaced Servicer that has been terminated shall, at the request of the Trustee, the
Trust Administrator or the Master Servicer, as applicable, but at the expense of such Replaced Servicer
deliver to the assuming party all documents and records relating to the applicable Mortgage Loans and an
accounting of amounts collected and held by it and otherwise use commercially reasonable efforts to
effect the orderly and efficient transfer and assignment of such servicing, but only to the extent of
the Mortgage Loans serviced thereunder, to the assuming party. Notwithstanding anything to the contrary
contained herein, the termination of a Servicer under this Agreement shall not extend to any
Sub-Servicer meeting the requirements of Section 3.02(a) and otherwise servicing the related Mortgage
Loans in accordance with the servicing provisions of this Agreement.
The Master Servicer and each Servicer shall cooperate with the Trustee and the Trust
Administrator and any successor servicer in effecting the termination of a Replaced Servicer's
responsibilities and rights hereunder, including without limitation, the transfer to such successor for
administration by it of all cash amounts which shall at the time be credited by such Servicer to the
applicable Collection Account or thereafter received with respect to the Mortgage Loans.
None of the Trustee, the Trust Administrator nor any other successor servicer shall be
deemed to be in default hereunder by reason of any failure to make, or any delay in making, any
distribution hereunder or any portion thereof caused by (a) the failure of the Master Servicer or any
Servicer to (i) deliver, or any delay in delivering, cash, documents or records to it, or (ii) cooperate
as required by this Agreement, or (b) restrictions imposed by any regulatory authority having
jurisdiction over the Master Servicer or the related Servicer.
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Any successor to a Servicer as servicer shall during the term of its service as
servicer maintain in force the policy or policies that such Servicer is required to maintain pursuant to
Section 3.09(b) hereof.
If a Servicer that has been terminated fails to pay all costs related to the
transition of servicing to the successor Servicer, the successor Servicer shall be entitled to
reimbursement of those amounts from the Trust.
In connection with the termination or resignation of a Servicer hereunder, either
(i) the successor Servicer, including the Trust Administrator or Master Servicer if either of such
parties is acting as successor Servicer, shall represent and warrant that it or an affiliate is a member
of MERS in good standing and shall agree to comply in all material respects with the rules and
procedures of MERS in connection with the servicing of the related Mortgage Loans that are registered
with MERS, or (ii) the Replaced Servicer, at its sole expense, shall cooperate with the successor
Servicer either (x) in causing MERS to execute and deliver an Assignment of Mortgage in recordable form
to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices,
documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage
Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing
MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan (at
the cost and expense of the successor Servicer to the extent such costs relate to the qualification of
such successor Servicer as a member of MERS, otherwise at the cost and expense of the Replaced
Servicer). The Replaced Servicer shall file or cause to be filed any such assignment in the appropriate
recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee
promptly upon receipt of the original with evidence of recording thereon or a copy certified by the
public recording office in which such assignment was recorded.
SECTION 8.03. Notification to Certificateholders.
(a) Upon any termination or appointment of a successor to the Master Servicer or
any Servicer, the Trust Administrator shall give prompt written notice thereof to the Seller and the
Certificateholders at their respective addresses appearing in the Certificate Register and to the Rating
Agencies, or, as applicable, the Master Servicer shall give prompt written notice thereof to the Trust
Administrator.
(b) Within two Business Days after the occurrence of any Event of Default, the
Trust Administrator shall transmit by mail to the Seller and all Certificateholders, and the Rating
Agencies notice of each such Event of Default hereunder known to the Trust Administrator, unless such
Event of Default shall have been cured or waived.
SECTION 8.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights of Certificates affected by
a default or Event of Default hereunder may waive any default or Event of Default; provided, however,
that (a) a default or Event of Default under clause (g) of Section 8.01 may be waived, only by all of
the Holders of Certificates affected by such default or Event of Default and (b) no waiver pursuant to
this Section 8.04 shall affect the Holders of Certificates in the manner set forth in
Section 12.01(b)(i), (ii) or (iii). Upon any such waiver of a default or Event of Default by the Holders
representing the requisite percentage of Voting Rights of Certificates affected by such default or Event
of Default, such default or Event of Default shall cease to exist and shall be deemed to have been cured
and remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon except to the extent expressly so
waived.
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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;
(b) the Trustee shall not be personally liable for an error of judgment made in
good faith by a Responsible Officer or Responsible Officers of the Trustee, unless the Trustee was
negligent in ascertaining or investigating the pertinent facts;
(c) the Trustee shall not be personally liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with this Agreement at the direction
of the Holders of Certificates evidencing greater than 50% of the Voting Rights allocated to each Class
of Certificates relating to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this
Agreement;
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(d) no provision of this Agreement shall require the Trustee to expend or risk its
own funds or otherwise incur any financial liability in the performance of any of its duties hereunder
or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured
to it; and
(e) the Trustee shall have no responsibility for any act or omission of the Trust
Administrator or a Custodian, it being understood and agreed that the Trustee, Trust Administrator and
any Custodian are independent contractors and not agents, partners or joint venturers.
The Trustee shall not be deemed to have knowledge of any Event of Default or event
which, with notice or lapse of time, or both, would become an Event of Default, unless a Responsible
Officer of the Trustee shall have received written notice thereof from a Servicer, the Depositor or a
Certificateholder, or a Responsible Officer of the Trustee has actual notice thereof, and in the absence
of such notice no provision hereof requiring the taking of any action or the assumption of any duties or
responsibility by the Trustee following the occurrence of any Event of Default or event which, with
notice or lapse of time or both, would become an Event of Default, shall be effective as to the Trustee.
The Trustee shall have no duty hereunder with respect to any complaint, claim, demand,
notice or other document it may receive or which may be alleged to have been delivered to or served upon
it by the parties as a consequence of the assignment of any Mortgage Loan hereunder; provided, however,
that the Trustee shall use its best efforts to remit to the Master Servicer or the related Servicer upon
receipt of any such complaint, claim, demand, notice or other document (i) which is delivered to the
Corporate Trust Office of the Trustee, (ii) of which a Responsible Officer has actual knowledge, and
(iii) which contains information sufficient to permit the Trustee to make a determination that the real
property to which such document relates is a Mortgaged Property.
SECTION 9.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 9.01:
(i) the Trustee may request and rely upon and shall be protected in
acting or refraining from acting upon any resolution, Officer's Certificate, certificate of
auditors, Servicing Officers or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or other paper or document believed by it to
be genuine and to have been signed or presented by the proper party or parties;
(ii) the Trustee may consult with counsel, financial advisors or
accountants and any advice of such Persons or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or omitted by it
hereunder in good faith and in accordance with such advice or Opinion of Counsel;
(iii) the Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Agreement or to institute, conduct or defend any
litigation hereunder or in relation hereto at the request, order or direction of any of the
Certificateholders pursuant to the provisions of this Agreement, unless such Certificateholders
shall have offered to the Trustee reasonable security or indemnity against the costs, expenses
and liabilities which may be incurred therein or thereby; nothing contained herein shall,
however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default of
which a Responsible Officer of the Trustee shall have actual knowledge (which has not been
cured or waived), to exercise such of the rights and powers vested in it by this Agreement, and
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to use the same degree of care and skill in their exercise as a prudent person would exercise
or use under the circumstances in the conduct of such person's own affairs;
(iv) the Trustee shall not be personally liable for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement;
(v) prior to the occurrence of an Event of Default hereunder and after
the curing or waiver of all Events of Default that may have occurred, the Trustee shall not be
bound to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing so to do by Holders of
Certificates evidencing greater than 50% of the Voting Rights allocated to each Class of
Certificates; provided, however, that if the payment within a reasonable time to the Trustee of
the costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Agreement, the Trustee may require reasonable
indemnity against such expense or liability as a condition to taking any such action; the
reasonable expense of every such investigation shall be paid (A) by the Master Servicer or by
the applicable Servicer in the event that such investigation relates to an Event of Default by
the Master Servicer or by such Servicer, respectively, if an Event of Default by the Master
Servicer or by such Servicer shall have occurred and is continuing, and (B) otherwise by the
Certificateholders requesting the investigation;
(vi) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or attorneys and the
Trustee shall not be responsible for any misconduct or negligence on the part of any such agent
or attorney appointed with due care;
(vii) the Trustee shall not be required to expend its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder if it
shall have reasonable grounds for believing that repayment of such funds or adequate indemnity
against such liability is not assured to it;
(viii) the Trustee shall not be liable for any loss on any investment of
funds pursuant to this Agreement; and
(ix) the right of the Trustee to perform any discretionary act enumerated
in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for
other than its negligence or willful misconduct in the performance of such act.
(b) All rights of action under this Agreement or under any of the Certificates,
enforceable by the Trustee, may be enforced by it without the possession of any of the Certificates, or
the production thereof at the trial or other proceeding relating thereto, and any such suit, action or
proceeding instituted by the Trustee shall be brought in its name for the benefit of all the Holders of
such Certificates, subject to the provisions of this Agreement.
SECTION 9.03. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein shall be taken as the statements of the Depositor or the
Master Servicer or a Servicer, as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or sufficiency of this Agreement,
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the Certificates or of any Mortgage Loan or related document or of MERS or the MERS® System. The
Trustee shall not be accountable for the use or application by the Depositor, the Seller, the Master
Servicer or any Servicers of any funds paid to the Depositor or the Master Servicer or any Servicer in
respect of the Mortgage Loans or deposited in or withdrawn from the Certificate Account by the
Depositor, the Seller, the Master Servicer or the Servicers. The Trustee shall not be responsible for
the legality or validity of this Agreement or the validity, priority, perfection or sufficiency of the
security for the Certificates issued or intended to be issued hereunder. The Trustee shall have no
responsibility for filing any financing or continuation statement in any public office at any time or to
otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or
to record this Agreement.
SECTION 9.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the owner or pledgee of
Certificates and may transact business with the other parties hereto and with their Affiliates, with the
same rights as it would have if it were not the Trustee.
SECTION 9.05. Trustee's Fees and Expenses.
The Trustee shall be compensated by the Trust Administrator as separately agreed. The
Trustee and any director, officer, employee or agent of the Trustee shall be indemnified by DLJMC and
held harmless (up to a maximum of $150,000) against any loss, liability or expense (including reasonable
attorney's fees and expenses) (i) incurred in connection with any claim or legal action relating to
(a) this Agreement, (b) the Certificates, (c) any Custodial Agreement, (d) any Interest Rate Cap
Agreement, (e) any Swap Agreement, (f) any Designated Servicing Agreement, or (g) the performance of any
of the Trustee's duties hereunder or under any Custodial Agreement, Interest Rate Cap Agreement, Swap
Agreement or Designated Servicing Agreement, other than any loss, liability or expense incurred by
reason of willful misconduct, bad faith or negligence in the performance of any of the Trustee's duties
hereunder or incurred by reason of any action of the Trustee taken at the direction of the
Certificateholders and (ii) resulting from any error in any tax or information return prepared by the
Master Servicer or a Servicer. Such indemnity shall survive the termination of this Agreement or the
resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Depositor
covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and
except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad
faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement
with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not
associated with the closing of the issuance of the Certificates, (B) the reasonable compensation,
expenses and disbursements of any accountant, engineer or appraiser that is not regularly employed by
the Trustee, to the extent that the Trustee must engage such persons to perform acts or services
hereunder and (C) printing and engraving expenses in connection with preparing any Definitive
Certificates. Except as otherwise provided herein, the Trustee shall not be entitled to payment or
reimbursement for any routine ongoing expenses incurred by the Trustee in the ordinary course of its
duties as Trustee hereunder or for any other expenses. Anything in this Agreement to the contrary
notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of action.
SECTION 9.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or association organized and
doing business under the laws of any state or the United States of America, authorized under such laws
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to exercise corporate trust powers, having ratings on its long term debt obligations at the time of such
appointment in at least the third highest rating category by both Xxxxx'x and S&P (provided that if such
rating is in the third highest rating category of S&P, the Trustee shall also have a short-term rating
from S&P of A-1) or such lower ratings as will not cause Xxxxx'x or S&P to lower their then current
ratings of the Certificates, having a combined capital and surplus of at least $50,000,000 and subject
to supervision or examination by federal or state authority. If such corporation or association
publishes reports of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this Section 9.06 the combined
capital and surplus of such corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this Section 9.06, the Trustee
shall resign immediately in the manner and with the effect specified in Section 9.07 hereof.
SECTION 9.07. Resignation and Removal of Trustee.
The Trustee may at any time resign and be discharged from the trusts hereby created by
(a) giving written notice of resignation to the Depositor, DLJMC, the Trust Administrator, the Master
Servicer, the Special Servicer, the Modification Oversight Agent and the Servicers and by mailing notice
of resignation by first class mail, postage prepaid, to the Certificateholders at their addresses
appearing on the Certificate Register, and to the Rating Agencies, not less than 60 days before the date
specified in such notice when, subject to Section 9.08, such resignation is to take effect, and
(b) acceptance by a successor trustee in accordance with Section 9.08 meeting the qualifications set
forth in Section 9.06.
If at any time the Trustee shall cease to be eligible in accordance with the
provisions of Section 9.06 hereof and shall fail to resign after written request thereto by the
Depositor, or if at any time the Trustee shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation or if the Trustee breaches any of its obligations or
representations hereunder, then the Depositor may remove the Trustee and appoint a successor trustee by
written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee and one
copy to the successor trustee. The Trustee may also be removed at any time by the Holders of
Certificates evidencing not less than 50% of the Voting Rights evidenced by the Certificates. Notice of
any removal of the Trustee and acceptance of appointment by the successor trustee shall be given to the
Rating Agencies by the Depositor.
If no successor trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation or receipt of a notice of removal, the
resigning Trustee may, at the Trust Fund's expense, petition any court of competent jurisdiction for the
appointment of a successor trustee.
Any resignation or removal of the Trustee and appointment of a successor trustee
pursuant to any of the provisions of this Section 9.07 shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 9.08 hereof.
SECTION 9.08. Successor Trustee.
Any successor trustee appointed as provided in Section 9.07 hereof shall execute,
acknowledge and deliver to the Depositor and to its predecessor trustee an instrument accepting such
appointment hereunder and thereupon the resignation or removal of the predecessor trustee shall become
effective and such successor trustee, without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like
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effect as if originally named as trustee herein. The Depositor, upon receipt of all amounts due it
hereunder, and the predecessor trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for more fully and certainly vesting and confirming in the
successor trustee all such rights, powers, duties, and obligations.
No successor trustee shall accept appointment as provided in this Section 9.08 unless
at the time of such acceptance such successor trustee shall be eligible under the provisions of
Section 9.06 hereof and its acceptance shall not adversely affect the then current rating of the
Certificates.
Upon acceptance of appointment by a successor trustee as provided in this
Section 9.08, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders
of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail
such notice within ten days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be mailed at the expense of the Depositor.
SECTION 9.09. Merger or Consolidation of Trustee.
Any Person into which the Trustee may be merged or converted or with which it may be
consolidated or any Person resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any Person succeeding to the business of the Trustee, shall be the successor of the
Trustee hereunder, provided that such Person shall be eligible under the provisions of Section 9.06
hereof without the execution or filing of any paper or further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding.
SECTION 9.10. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the purpose
of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property
securing any Mortgage Note may at the time be located, the Master Servicer and the Trustee acting
jointly shall have the power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person
or Persons, in such capacity and for the benefit of the applicable Certificateholders, such title to the
Trust Fund, or any part thereof, and, subject to the other provisions of this Section 9.10, such powers,
duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or
desirable. If the Master Servicer shall not have joined in such appointment within fifteen days after
the receipt by it of a request to do so, or in the case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate
trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under
Section 9.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under Section 9.08.
Every separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and conditions:
(a) all rights, powers, duties and obligations conferred or imposed upon the
Trustee, except for any obligation of the Trustee under this Agreement to advance funds on behalf of the
Master Servicer or a Servicer, shall be conferred or imposed upon and exercised or performed by the
Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee
or co-trustee is not authorized to act separately without the Trustee joining in such act), except to
the extent that under any law of any jurisdiction in which any particular act or acts are to be
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performed by the Trustee (whether as Trustee hereunder or as successor to the Master Servicer or a
Servicer), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event
such rights, powers, duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate
trustee or co-trustee, but solely at the direction of the Trustee;
(b) no trustee hereunder shall be held personally liable by reason of any act or
omission of any other trustee hereunder; and
(c) the Master Servicer and the Trustee acting jointly may at any time accept the
resignation of or remove any separate trustee or co-trustee.
Any notice, request or other writing given to the Trustee shall be deemed to have been
given to each of the then separate trustees and co-trustees, as effectively as if given to each of
them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article IX. Each separate trustee and co-trustee, upon its acceptance of the
trusts conferred, shall be vested with the estates or property specified in its instrument of
appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all
the provisions of this Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such
instrument shall be filed with the Trustee and a copy thereof given to the Master Servicer or the
Servicers and the Depositor.
Any separate trustee or co-trustee may, at any time, constitute the Trustee its agent
or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any
lawful act under or in respect of this Agreement on its behalf and in its name. The Trust Administrator
shall not be responsible for all action or inaction of any separate trustee or co-trustee. If any
separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the
extent permitted by law, without the appointment of a new or successor trustee.
SECTION 9.11. Office of the Trustee.
The office of the Trustee for purposes of receipt of notices and demands is the
Corporate Trust Office.
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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:
(a) prior to the occurrence of an Event of Default of which a Responsible Officer
of the Trust Administrator shall have actual knowledge, and after the curing or of all such Events of
Default that may have occurred, the duties and obligations of the Trust Administrator shall be
determined solely by the express provisions of this Agreement, the Trust Administrator shall not be
personally liable except for the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against
the Trust Administrator and the Trust Administrator may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the Trust Administrator and conforming to the requirements of this Agreement which it
reasonably believed in good faith to be genuine and to have been duly executed by the proper authorities
respecting any matters arising hereunder;
(b) the Trust Administrator shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible Officers of the Trust Administrator,
unless the Trust Administrator was negligent in ascertaining or investigating the pertinent facts;
(c) the Trust Administrator shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or
at the direction of the Holders of Certificates evidencing greater than 50% of the Voting Rights
allocated to each Class of Certificates relating to the time, method and place of conducting any
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proceeding for any remedy available to the Trust Administrator, or exercising any trust or power
conferred upon the Trust Administrator, under this Agreement; and
(d) no provision of this Agreement shall require the Trust Administrator to expend
or risk its own funds or otherwise incur any financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.
The Trust Administrator shall have no duty (A) to see to any recording, filing or
depositing of this Agreement or any agreement referred to herein or any financing statement or
continuation statement evidencing a security interest, or to see to the maintenance of any such
recording, filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to
see to any insurance, or (C) to see to the payment or discharge of any tax, assessment or other
governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied
against, any part of the Trust Fund other than from funds available in the Certificate Account.
Except with respect to an Event of Default described in clause (a) of Section 8.01,
the Trust Administrator shall not be deemed to have knowledge of any Event of Default or event which,
with notice or lapse of time, or both, would become an Event of Default, unless a Responsible Officer of
the Trust Administrator shall have received written notice thereof from the Master Servicer or a
Servicer, the Depositor, or a Certificateholder, or a Responsible Officer of the Trust Administrator has
actual notice thereof, and in the absence of such notice no provision hereof requiring the taking of any
action or the assumption of any duties or responsibility by the Trust Administrator following the
occurrence of any Event of Default or event which, with notice or lapse of time or both, would become an
Event of Default, shall be effective as to the Trust Administrator.
The Trust Administrator shall have no duty hereunder with respect to any complaint,
claim, demand, notice or other document it may receive or which may be alleged to have been delivered to
or served upon it by the parties as a consequence of the assignment of any Mortgage Loan hereunder;
provided, however, that the Trust Administrator shall use its best efforts to remit to the Master
Servicer or the Servicer upon receipt of any such complaint, claim, demand, notice or other document
(i) which is delivered to the Corporate Trust Office of the Trust Administrator, (ii) of which a
Responsible Officer has actual knowledge, and (iii) which contains information sufficient to permit the
Trust Administrator to make a determination that the real property to which such document relates is a
Mortgaged Property.
SECTION 10.02. Certain Matters Affecting the Trust Administrator.
(a) Except as otherwise provided in Section 10.01:
(i) the Trust Administrator may request and rely upon and shall be
protected in acting or refraining from acting upon any resolution, Officer's Certificate,
certificate of auditors, Servicing Officers or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other paper or document
believed by it to be genuine and to have been signed or presented by the proper party or
parties;
(ii) the Trust Administrator may consult with counsel, financial advisors
or accountants and any advice of such Persons or opinion of counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or omitted by it
hereunder in good faith and in accordance with such advice or opinion of counsel;
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(iii) the Trust Administrator shall be under no obligation to exercise any
of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any
litigation hereunder or in relation hereto at the request, order or direction of any of the
Certificateholders pursuant to the provisions of this Agreement, unless such Certificateholders
shall have offered to the Trust Administrator reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or thereby; nothing contained
herein shall, however, relieve the Trust Administrator of the obligation, upon the occurrence
of an Event of Default of which a Responsible Officer of the Trust Administrator shall have
actual knowledge (which has not been cured or waived), to exercise such of the rights and
powers vested in it by this Agreement, and to use the same degree of care and skill in their
exercise as a prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs;
(iv) the Trust Administrator shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be authorized or within
the discretion or rights or powers conferred upon it by this Agreement;
(v) prior to the occurrence of an Event of Default hereunder and after
the curing or waiver of all Events of Default that may have occurred, the Trust Administrator
shall not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document, unless requested in writing so to do by
Holders of Certificates evidencing greater than 50% of the Voting Rights allocated to each
Class of Certificates; provided, however, that if the payment within a reasonable time to the
Trust Administrator of the costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of the Trust Administrator, not reasonably
assured to the Trust Administrator by the security afforded to it by the terms of this
Agreement, the Trust Administrator may require reasonable indemnity against such expense or
liability as a condition to taking any such action; the reasonable expense of every such
investigation shall be paid (A) by the Master Servicer or by the applicable Servicer in the
event that such investigation relates to an Event of Default by the Master Servicer or by such
Servicer, respectively, if an Event of Default by the Master Servicer or such Servicer shall
have occurred and is continuing, and (B) otherwise by the Certificateholders requesting the
investigation;
(vi) the Trust Administrator may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through agents or attorneys
and the Trust Administrator shall not be responsible for any misconduct or negligence on the
part of any such agent or attorney appointed with due care;
(vii) the Trust Administrator shall not be required to expend its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder if
it shall have reasonable grounds for believing that repayment of such funds or adequate
indemnity against such liability is not assured to it;
(viii) the Trust Administrator shall not be liable for any loss on any
investment of funds pursuant to this Agreement except as provided in Section 3.05(e);
(ix) the right of the Trust Administrator to perform any discretionary act
enumerated in this Agreement shall not be construed as a duty, and the Trust Administrator
shall not be answerable for other than its negligence or willful misconduct in the performance
of such act; and
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(x) The Trust Administrator shall not be required to give any bond or
surety in respect of the execution of the Trust Fund created hereby or the powers granted
hereunder.
(b) All rights of action under this Agreement or under any of the Certificates,
enforceable by the Trust Administrator, may be enforced by it without the possession of any of the
Certificates, or the production thereof at the trial or other proceeding relating thereto, and any such
suit, action or proceeding instituted by the Trust Administrator shall be brought in its name for the
benefit of all the Holders of such Certificates, subject to the provisions of this Agreement.
SECTION 10.03. Trust Administrator Not Liable for Certificates or Mortgage Loans.
The recitals contained herein shall be taken as the statements of the Depositor or the
Master Servicer or a Servicer, as the case may be, and the Trust Administrator assumes no responsibility
for their correctness. The Trust Administrator makes no representations as to the validity or
sufficiency of this Agreement, the Certificates or of any Mortgage Loan or related document. The Trust
Administrator shall not be accountable for the use or application by the Depositor, the Seller, the
Master Servicer or the Servicers of any funds paid to the Depositor or the Master Servicer or any
Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the Certificate Account by
the Depositor, the Seller, the Master Servicer or the Servicers. The Trust Administrator shall not be
responsible for the legality or validity of this Agreement or the validity, priority, perfection or
sufficiency of the security for the Certificates issued or intended to be issued hereunder. The Trust
Administrator shall have no responsibility for filing any financing or continuation statement in any
public office at any time or to otherwise perfect or maintain the perfection for any security interest
or lien granted to it hereunder or to record this Agreement.
SECTION 10.04. Trust Administrator May Own Certificates.
The Trust Administrator in its individual or any other capacity may become the owner
or pledgee of Certificates with the same rights as it would have if it were not the Trust Administrator.
SECTION 10.05. Trust Administrator's Fees and Expenses.
As compensation for its services hereunder, the Trust Administrator shall be entitled
to the investment income or other benefit derived from balances in the Certificate Account pursuant to
Section 3.05(e) (the "Trust Administrator Fee"). The Trust Administrator and any director, officer,
employee or agent of the Trust Administrator shall be indemnified by DLJMC (or if DLJMC shall fail to do
so, by the Trust) and held harmless against any loss, liability or expense (including reasonable
attorney's fees and expenses) (i) incurred in connection with any claim or legal action relating to
(a) this Agreement, (b) the Certificates, (c) the Custodial Agreement, or (d) the performance of any of
the Trust Administrator's duties hereunder or under the Custodial Agreement, other than any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the
performance of any of the Trust Administrator's duties hereunder or incurred by reason of any action of
the Trust Administrator taken at the direction of the Certificateholders and (ii) resulting from any
error in any tax or information return prepared by the Master Servicer or a Servicer; provided, however,
that the sum of (x) such indemnity amounts payable by DLJMC or the Trust to the Trust Administrator
pursuant to this Section 10.05 and (y) the indemnity amounts payable by DLJMC or the Trust to the Master
Servicer pursuant to Section 3.14(c), shall not exceed $200,000 per year; provided, further, that any
amounts not payable by DLJMC or the Trust to the Trust Administrator due to the preceding proviso shall
be payable by DLJMC (or if DLJMC fails to do so, by the Trust) in any succeeding year, subject to the
aggregate $200,000 per annum limitation imposed by the preceding proviso. Such indemnity shall survive
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the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder.
Without limiting the foregoing, DLJMC (or if DLJMC fails to do so, the Trust) shall, except as otherwise
agreed upon in writing by DLJMC and the Trust Administrator, and except for any such expense,
disbursement or advance as may arise from the Trust Administrator's negligence, bad faith or willful
misconduct, pay or reimburse the Trust Administrator (up to a maximum of $150,000), for all reasonable
expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any
of the provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses
and disbursements of its counsel not associated with the closing of the issuance of the Certificates,
(B) the reasonable compensation, expenses and disbursements of any accountant, engineer or appraiser
that is not regularly employed by the Trust Administrator, to the extent that the Trust Administrator
must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses
in connection with preparing any Definitive Certificates. In addition, DLJMC (or if DLJMC fails to do
so, the Trust) shall pay or reimburse the Trust Administrator for recertification fees required to be
paid by the Trust Administrator pursuant to the Custodial Agreement. Except as otherwise provided
herein, the Trust Administrator shall not be entitled to payment or reimbursement for any routine
ongoing expenses incurred by the Trust Administrator in the ordinary course of its duties as Trust
Administrator, Registrar, Tax Matters Person or Paying Agent hereunder. Anything in this Agreement to
the contrary notwithstanding, in no event shall the Trust Administrator be liable for special, indirect
or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even
if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of
the form of action.
SECTION 10.06. Eligibility Requirements for Trust Administrator.
The Trust Administrator hereunder shall at all times be (a) an institution the
deposits of which are fully insured by the FDIC and (b) a corporation or banking association organized
and doing business under the laws of any state or the United States of America, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000
and subject to supervision or examination by federal or state authority and (c) with respect to every
successor Trust Administrator hereunder an institution the long-term unsecured debt obligations of which
are rated at least Baa3 or better by Xxxxx'x and BBB or better by S&P unless the failure of the Trust
Administrator's long-term unsecured debt obligations to have such ratings would not result in the
lowering of the ratings originally assigned to any Class of Certificates. If such corporation or
banking association publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the purposes of this
Section 10.06 the combined capital and surplus of such corporation or association shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published. In
case at any time the Trust Administrator shall cease to be eligible in accordance with the provisions of
this Section 10.06, the Trust Administrator shall resign immediately in the manner and with the effect
specified in Section 10.07 hereof.
SECTION 10.07. Resignation and Removal of Trust Administrator.
The Trust Administrator may at any time resign and be discharged from the trusts
hereby created by (a) giving written notice of resignation to the Depositor, the Seller, the Trustee,
the Master Servicer, the Special Servicer, the Modification Oversight Agent and the Servicers and by
mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their
addresses appearing on the Certificate Register, and to the Rating Agencies, not less than 60 days
before the date specified in such notice when, subject to Section 10.08, such resignation is to take
effect, and (b) acceptance by a successor trust administrator in accordance with Section 10.08 meeting
the qualifications set forth in Section 10.06.
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If at any time the Trust Administrator shall cease to be eligible in accordance with
the provisions of Section 10.06 hereof and shall fail to resign after written request thereto by the
Depositor, or if at any time the Trust Administrator shall become incapable of acting, or shall be
adjudged a bankrupt or insolvent, or a receiver of the Trust Administrator or of its property shall be
appointed, or any public officer shall take charge or control of the Trust Administrator or of its
property or affairs for the purpose of rehabilitation, conservation or liquidation or if the Trust
Administrator breaches any of its obligations or representations hereunder, then the Depositor may
remove the Trust Administrator and appoint a successor trust administrator by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trust Administrator and one copy to
the successor trust administrator. The Trust Administrator may also be removed at any time by the
Trustee or the Holders of Certificates evidencing not less than 50% of the Voting Rights evidenced by
the Certificates. Notice of any removal of the Trust Administrator and acceptance of appointment by the
successor trust administrator shall be given to the Rating Agencies by the Depositor.
If no successor trust administrator shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation or receipt of a notice of
removal, the resigning Trust Administrator may, at the Trust Fund's expense, petition any court of
competent jurisdiction for the appointment of a successor trust administrator.
Notwithstanding the foregoing, if the Master Servicer shall for any reason no longer
be Master Servicer hereunder, at DLJMC's request, the Trust Administrator shall resign, upon the
selection and appointment of a successor trust administrator meeting the qualifications set forth in
Section 10.06.
Any resignation or removal of the Trust Administrator and appointment of a successor
trust administrator pursuant to any of the provisions of this Section 10.07 shall become effective upon
acceptance of appointment by the successor trust administrator as provided in Section 10.08 hereof.
SECTION 10.08. Successor Trust Administrator.
Any successor trust administrator appointed as provided in Section 10.07 hereof shall
execute, acknowledge and deliver to the Depositor and to its predecessor trust administrator an
instrument accepting such appointment hereunder and thereupon the resignation or removal of the
predecessor trust administrator shall become effective and such successor trust administrator, without
any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally named as Trust
Administrator herein. The Depositor, upon receipt of all amounts due it hereunder, and the predecessor
trust administrator shall execute and deliver such instruments and do such other things as may
reasonably be required for more fully and certainly vesting and confirming in the successor trust
administrator all such rights, powers, duties, and obligations.
No successor trust administrator shall accept appointment as provided in this
Section 10.08 unless at the time of such acceptance such successor trust administrator shall be eligible
under the provisions of Section 10.06 hereof and its acceptance shall not adversely affect the then
current rating of the Certificates.
Upon acceptance of appointment by a successor trust administrator as provided in this
Section 10.08, the Depositor shall mail notice of the succession of such trust administrator hereunder
to all Holders of Certificates at their addresses as shown in the Certificate Register. If the
Depositor fails to mail such notice within ten days after acceptance of appointment by the successor
trust administrator, the successor trust administrator shall cause such notice to be mailed at the
expense of the Depositor.
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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 and the Trust Administrator
acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Trust Administrator to act as co-trust administrator or co-trust administrators
jointly with the Trust Administrator, or separate trust administrator or separate trust administrators,
of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for
the benefit of the applicable Certificateholders, such title to the Trust Fund, or any part thereof,
and, subject to the other provisions of this Section 10.10, such powers, duties, obligations, rights and
trusts as the Master Servicer and the Trust Administrator may consider necessary or desirable. If the
Master Servicer shall not have joined in such appointment within fifteen days after the receipt by it of
a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trust
Administrator alone shall have the power to make such appointment. No co-trust administrator or
separate trust administrator hereunder shall be required to meet the terms of eligibility as a successor
trust administrator under Section 10.06 and no notice to Certificateholders of the appointment of any
co-trust administrator or separate trust administrator shall be required under Section 10.08.
Every separate trust administrator and co-trust administrator shall, to the extent
permitted by law, be appointed and act subject to the following provisions and conditions:
(a) all rights, powers, duties and obligations conferred or imposed upon the Trust
Administrator, except for any obligation of the Trust Administrator under this Agreement to advance
funds on behalf of the Master Servicer or the Servicer, shall be conferred or imposed upon and exercised
or performed by the Trust Administrator and such separate trust administrator or co-trust administrator
jointly (it being understood that such separate trust administrator or co-trust administrator is not
authorized to act separately without the Trust Administrator joining in such act), except to the extent
that under any law of any jurisdiction in which any particular act or acts are to be performed by the
Trust Administrator (whether as Trust Administrator hereunder or as successor to the Master Servicer or
the Servicer), the Trust Administrator shall be incompetent or unqualified to perform such act or acts,
in which event such rights, powers, duties and obligations (including the holding of title to the Trust
Fund or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such
separate trust administrator or co-trust administrator, but solely at the direction of the Trust
Administrator;
(b) no trust administrator hereunder shall be held personally liable by reason of
any act or omission of any other trust administrator hereunder; and
(c) the Master Servicer and the Trust Administrator acting jointly may at any time
accept the resignation of or remove any separate trust administrator or co-trust administrator.
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Any notice, request or other writing given to the Trust Administrator shall be deemed
to have been given to each of the then separate trust administrators and co-trust administrators, as
effectively as if given to each of them. Every instrument appointing any separate trust administrator
or co-trust administrator shall refer to this Agreement and the conditions of this Article X. Each
separate trust administrator and co-trust administrator, upon its acceptance of the trusts conferred,
shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Trust Administrator or separately, as may be provided therein, subject to all the provisions of
this Agreement, specifically including every provision of this Agreement relating to the conduct of,
affecting the liability of, or affording protection to, the Trust Administrator. Every such instrument
shall be filed with the Trust Administrator and a copy thereof given to the Master Servicer or the
Servicers and the Depositor.
Any separate trust administrator or co-trust administrator may, at any time,
constitute the Trust Administrator, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf
and in its name. The Trust Administrator shall not be responsible for any action or inaction of any
separate Trust Administrator or Co-Trust Administrator. If any separate trust administrator or co-trust
administrator shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the Trust Administrator, to
the extent permitted by law, without the appointment of a new or successor trust administrator.
SECTION 10.11. Office of the Trust Administrator.
The office of the Trust Administrator for purposes of receipt of notices and demands
is the Corporate Trust Office.
SECTION 10.12. Tax Return.
The Master Servicer and each Servicer, upon request, shall furnish the Trust
Administrator with all such information related to the Mortgage Loans in the possession of the Master
Servicer or such Servicer as may be reasonably required in connection with the preparation by the Trust
Administrator of all tax and information returns of the Trust Fund, and the Trust Administrator shall
sign such returns. The Master Servicer and each Servicer, severally and not jointly, shall indemnify the
Trust Administrator for all reasonable costs, including legal fees and expenses, related to errors in
such tax returns due to errors only in such information provided by the Master Servicer or by such
Servicer.
SECTION 10.13. Determination of Certificate Index.
On each Interest Determination Date, the Trust Administrator shall determine each
Certificate Index for the Accrual Period and inform the Master Servicer of such rate and such rate shall
be final and binding, absent a manifest error of the Trust Administrator.
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ARTICLE XI
TERMINATION
As set forth in Article XI of the Series Supplement.
ARTICLE XII
MISCELLANEOUS PROVISIONS
SECTION 12.01. Amendment.
(a) This Agreement may be amended from time to time by the Depositor, the Master
Servicer, the Servicers, the Special Servicer, the Modification Oversight Agent, the Seller, the Trust
Administrator and the Trustee, without the consent of any of the Certificateholders,
(i) to cure any error or ambiguity,
(ii) to correct or supplement any provisions herein that may be
inconsistent with any other provisions herein or in the Prospectus Supplement,
(iii) to modify, eliminate or add to any of its provisions to such extent
as shall be necessary or desirable to maintain the qualification of the Trust Fund as a REMIC
at all times that any Certificate is outstanding or to avoid or minimize the risk of the
imposition of any federal income tax on the Trust Fund pursuant to the Code that would be a
claim against the Trust Fund, provided that the Trustee has received an Opinion of Counsel to
the effect that (A) such action is necessary or desirable to maintain such qualification or to
avoid or minimize the risk of the imposition of any such federal income tax and (B) such action
will not adversely affect the status of the Trust Fund as a REMIC or adversely affect in any
material respect the interests of any Certificateholder,
(iv) in connection with the appointment of a successor servicer, to
modify, eliminate or add to any of the servicing provisions, provided the Rating Agencies
confirm the rating of the Certificates, or
(v) to make any other provisions with respect to matters or questions
arising under this Agreement that are not materially inconsistent with the provisions of this
Agreement, provided that such action shall not adversely affect in any material respect the
interests of any Certificateholder or cause an Adverse REMIC Event. Any Amendment pursuant to
Section 12.01(a)(v) shall not be deemed to adversely affect in any material respect the
interests of any Certificateholder if a letter is obtained from each Rating Agency stating that
such amendment would not result in the downgrading or withdrawal of the respective ratings then
assigned to the Certificates; or to comply with the provisions of Regulation AB.
(b) Except as provided in Section 12.01(c), this Agreement may be amended from
time to time by the Depositor, the Master Servicer, the Servicers, the Special Servicer, the
Modification Oversight Agent, the Seller, the Trust Administrator and the Trustee with the consent of
the Holders of Certificates evidencing, in the aggregate, not less than 66 2/3% of the Voting Rights of
all the Certificates for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the
Holders of the Certificates; provided, however, that no such amendment may (i) reduce in any manner the
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amount of, delay the timing of or change the manner in which payments received on or with respect to
Mortgage Loans are required to be distributed with respect to any Certificate without the consent of the
Holder of such Certificate, (ii) adversely affect in any material respect the interests of the Holders
of a Class of Certificates in a manner other than as set forth in (i) above without the consent of the
Holders of Certificates evidencing not less than 66 2/3% of the Voting Rights of such Class,
(iii) reduce the aforesaid percentages of Voting Rights, the holders of which are required to consent to
any such amendment without the consent of 100% of the Holders of Certificates of the Class affected
thereby, (iv) change the percentage of the Stated Principal Balance of the Mortgage Loans specified in
Section 11.01(a) relating to optional termination of the Trust Fund, (v) change the percentage of the
Stated Principal Balance of the Mortgage Loans specified in Sections 11.01(d) or (e) relating to a
Terminating Auction Sale, or (vi) modify the provisions of this Section 12.01.
It shall not be necessary for the consent of Certificateholders under this
Section 12.01 to approve the particular form of any proposed amendment, but it shall be sufficient if
such consent shall approve the substance thereof. The manner of obtaining such consents and of
evidencing the authorization of the execution thereof by Certificateholders shall be subject to such
reasonable regulations as the Trust Administrator may prescribe.
(c) This Agreement may be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Modification Oversight Agent, the Servicers, the Trust Administrator
and the Trustee for the purpose of making one or more REMIC elections with respect to one or more
Classes of Certificates delivered to the Trustee and issuing one or more additional classes of
certificates representing interests in the Classes of Certificates delivered to the Trustee; provided,
however, such amendment shall require the consent of 100% of the Holders of the Certificates of the
Class or Classes delivered to the Trust Administrator and such amendment shall not cause an Adverse
REMIC Event.
(d) Promptly after the execution of any amendment to this Agreement, the Trust
Administrator shall furnish written notification of the substance of such amendment to each
Certificateholder, and the Rating Agencies.
(e) Prior to the execution of any amendment to this Agreement, each of the Trustee
and the Trust Administrator shall receive and be entitled to conclusively rely on an Opinion of Counsel
(at the expense of the Person seeking such amendment) stating that the execution of such amendment is
authorized and permitted by this Agreement. The Trustee and the Trust Administrator may, but shall not
be obligated to, enter into any such amendment which affects the Trustee's or the Trust Administrator's
own rights, duties or immunities under this Agreement.
(f) The Master Servicer and the Trust Administrator may consent to any amendment
of a Designated Servicing Agreement to make any other provisions with respect to matters or questions
arising under such Designated Servicing Agreement or this Agreement that are not materially inconsistent
with the provisions of such Designated Servicing Agreement and this Agreement, provided that such action
shall not adversely affect in any material respect the interests of any Certificateholder or cause an
Adverse REMIC Event. Any amendment pursuant to this Section 12.01(f) shall not be deemed to adversely
affect in any material respect the interests of any Certificateholders if a letter is obtained from each
Rating Agency stating that such amendment would not result in the downgrading or withdrawal of the
respective ratings then assigned to the Certificates.
(g) Neither the Master Servicer nor the Trust Administrator shall consent to any
amendment of a Designated Servicing Agreement which shall adversely affect in any material respect the
interests of the Holders of a Class of Certificates without the consent of the Holders of Certificates
evidencing not less than 66-2/3% of the Voting Rights of such Class.
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It shall not be necessary for the consent of Certificateholders under this
Section 12.01 to approve the particular form of any proposed amendment of a Designated Servicing
Agreement, but it shall be sufficient if such consent shall approve the substance thereof. The manner
of obtaining such consents and of evidencing the authorization of the execution thereof by
Certificateholders shall be subject to such reasonable regulations as the Trust Administrator may
prescribe.
Promptly after the execution of any amendment to a Designated Servicing Agreement
pursuant to Section 12.01(f) or (g), the Trust Administrator shall furnish, upon written notice of such
amendment, written notification of the substance of such amendment to each Certificateholder, and the
Rating Agencies.
(h) Notwithstanding any other provision of this Agreement, no amendment shall be
made affecting the rights of the Holders of the Class P Certificates to receive Assigned Prepayment
Premiums, including any amendment to Section 3.21, without the consent of 100% of the Holders of the
Class P Certificates.
(i) Notwithstanding anything to the contrary in this Section 12.01, the Master
Servicer, the Special Servicer, the Modification Oversight Agent, the Servicers, the Seller, the Trust
Administrator and the Trustee shall reasonably cooperate with the Depositor and its counsel to enter
into such amendments or modifications to the Agreement as may be necessary to comply with Regulation AB
and any interpretation thereof by the Commission.
(j) Without the consent of the Swap Counterparty, the Seller and the Depositor
shall not enter into any amendment or modification of the terms and provisions of this Agreement if such
amendment or modification would materially adversely affect the rights and interests of the Swap
Counterparty hereunder.
SECTION 12.02. Recordation of Agreement; Counterparts.
(a) This Agreement (other than Schedule I) is subject to recordation in all
appropriate public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and in any other appropriate
public recording office or elsewhere. Such recordation, if any, shall be effected by the Depositor at
its expense, but only upon direction by the Trustee (acting at the direction of the holders of
Certificates evidencing a majority of the aggregate Class Principal Balance) accompanied by an Opinion
of Counsel (at the Depositor's expense) to the effect that non-recordation materially and adversely
affects the interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
SECTION 12.03. Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPALS THEREOF, OTHER THAN SECTIONS 5-1401
AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
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SECTION 12.04. Intention of Parties.
(a) It is the express intent of the Depositor, the Seller, the Master Servicer,
the Special Servicer, the Modification Oversight Agent, the Servicers, the Trust Administrator and the
Trustee that (i) the conveyance by DLJMC of the Mortgage Loans to the Depositor pursuant to the
Assignment and Assumption Agreement and (v) the conveyance by the Depositor to the Trustee as provided
for in Section 2.01 of each of the Seller's and Depositor's right, title and interest in and to the
Mortgage Loans be, and be construed as, an absolute sale and assignment by DLJMC to the Depositor and by
the Depositor to the Trustee of the Mortgage Loans for the benefit of the Certificateholders. Further,
it is not intended that any conveyance be deemed to be a pledge of the Mortgage Loans by DLJMC to the
Depositor or by the Depositor to the Trustee to secure a debt or other obligation. However, in the
event that the Mortgage Loans are held to be property of DLJMC or the Depositor, as applicable, or if
for any reason the Assignment and Assumption Agreement or this Agreement is held or deemed to create a
security interest in the Mortgage Loans, then it is intended that (i) this Agreement shall also be
deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York Uniform
Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (ii) the
conveyances provided for in Section 2.01 shall be deemed to be a grant by the Seller and the Depositor
to the Trustee on behalf of the Certificateholders, to secure payment in full of the Secured Obligations
(as defined below), of a security interest in all of the Seller's and the Depositor's right (including
the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and
to the Mortgage Loans, including the Mortgage Notes, the Mortgages, any related insurance policies and
all other documents in the related Mortgage Files, and all accounts, contract rights, general
intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit,
goods, letters of credit, advices of credit and uncertificated securities consisting of, arising from or
relating to (A) the Mortgage Loans, including with respect to each Mortgage Loan, the Mortgage Note and
related Mortgage, and all other documents in the related Trustee Mortgage Files, and including any
Qualified Substitute Mortgage Loans; (B) pool insurance policies, hazard insurance policies and any
bankruptcy bond relating to the foregoing, if applicable; (C) the Certificate Account; (D) the
Collection Account; (E) all amounts payable after the Cut-off Date to the holders of the Mortgage Loans
in accordance with the terms thereof; (F) all income, payments, proceeds and products of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities or other property,
including without limitation all amounts from time to time held or invested in the Certificate Account,
whether in the form of cash, instruments, securities or other property; and (G) all cash and non-cash
proceeds of any of the foregoing; (iii) the possession by the Trustee or any other agent of the Trustee
of Mortgage Notes or such other items of property as constitute instruments, money, documents, advices
of credit, letters of credit, goods, certificated securities or chattel paper shall be deemed to be a
"possession by the secured party," or possession by a purchaser or a person designated by him or her, for
purposes of perfecting the security interest pursuant to the Uniform Commercial Code (including, without
limitation, Sections 9-313, 8-313 or 8-321 thereof); and (iv) notifications to persons holding such
property, and acknowledgments, receipts or confirmations from persons holding such property, shall be
deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries,
securities intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of
perfecting such security interest under applicable law. "Secured Obligations" means (i) the rights of
each Certificateholder to be paid any amount owed to it under this Agreement and (ii) all other
obligations of the Seller and the Depositor under this Agreement and the Assignment and Assumption
Agreement.
(b) The Seller and the Depositor, and, at the Depositor's direction, the Master
Servicer or the Servicers, the Trustee and the Trust Administrator, shall, to the extent consistent with
this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans and the other property described above, such
security interest would be deemed to be a perfected security interest of first priority as applicable.
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The Depositor shall prepare and file, at the related Servicer's expense, all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform Commercial Code as in
effect in any jurisdiction to perfect the Trustee's security interest in or lien on the Mortgage Loans,
including without limitation (i) continuation statements, and (ii) such other statements as may be
occasioned by any transfer of any interest of the Master Servicer or any Servicer or the Depositor in
any Mortgage Loan.
SECTION 12.05. Notices.
In addition to other notices provided under this Agreement, the Trust Administrator
shall notify the Rating Agencies in writing: (a) of any substitution of any Mortgage Loan; (b) of any
payment or draw on any insurance policy applicable to the Mortgage Loans; (c) of the final payment of
any amounts owing to a Class of Certificates; (d) any Event of Default under this Agreement; and (e) in
the event any Mortgage Loan is purchased in accordance with this Agreement.
All directions, demands and notices hereunder shall be in writing and shall be deemed
to have been duly given when received (i) in the case of the Depositor, with respect to notices required
to be delivered by the Trust Administrator pursuant to Article XIII, Credit Suisse First Boston Mortgage
Securities Corp. via facsimile to (000) 000-0000 or via email to Xxxxx.Xxxxxxxxx@Xxxxxx-Xxxxxx.xxx,
and for all other purposes, Credit Suisse First Boston Mortgage Securities Corp., 00 Xxxxxxx Xxxxxx,
0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxx (with a copy to DLJ Mortgage Acceptance Corp.,
00 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxx); (ii) in the case of the
Trustee, the Corporate Trust Office, Attention: Xxxxxxx X. Xxxxxxxx, or such other address as may
hereafter be furnished to the Depositor in writing by the Trustee; (iii) in the case of DLJMC,
11 Madison Avenue, 4th Floor, New York, New York 10010, Attention: Xxxxx Xxxx, Fax: (000) 000-0000 (with
a copy to DLJ Mortgage Acceptance Corp., 00 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxxx Xxxxxxxxx, Fax: (000) 000-0000), or such other address as may be hereafter furnished to
the Depositor and the Trustee by DLJMC in writing; (iv) in the case of Moody's, 00 Xxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxxxx Xxxxxxxxx; (v) in the case of Standard & Poor's, 00 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; (vi) in the case of SPS, 0000 Xxxxx Xxxx Xxxxxx, Xxxx Xxxx Xxxx,
Xxxx 00000, Attention: Xxxxxx Xxxxx, with a copy to 0000 Xxxxx Xxxx Xxxxxx, Xxxx Xxxx Xxxx, Xxxx 00000,
Attention: General Counsel; (vii) in the case of Xxxxx Fargo, as Master Servicer, Corporate Trust
Office, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, XX 00000, Attention: [Name of Series Trust] or such other
address as may be hereafter furnished to the Depositor or the Trustee in writing by Xxxxx Fargo;
(viii) in the case of the Trust Administrator, the Corporate Trust Office; (ix) in the case of the
Special Servicer or Modification Oversight Agent, Select Portfolio Servicing, Inc., 00000 XX Xxxxxxxx
Xxx, Xxxxxxxxx, Xxxxxx 00000, Attention: Xxxxx Xxxxxxxx, (x) in the case of Xxxxx Fargo, with respect to
servicing issues, Xxxxx Xxxxx Xxxx, X.X., 0 Xxxx Xxxxxx, Xxx Xxxxxx, Xxxx 00000-0000, Attention: Xxxx X.
Xxxxx, MAC-X2302-033, Fax: (000) 000-0000, and with respect to all other issues, Xxxxx Fargo Bank, N.A.,
0000 Xxx Xxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxx 00000, Attention: Xxxx X. Xxxxxxxx, MAC-X3902-02X, Fax: (301)
000-0000, in each case with a copy to Xxxxx Xxxxx Xxxx, X.X., 0 Xxxx Xxxxxx, Xxx Xxxxxx, Xxxx
00000-0000, Attention: General Counsel, MAC-X2401-06T, or such other address as may be hereafter
furnished in writing by Xxxxx Fargo, (xi) in the case of the Swap Counterparty or Interest Rate Cap
Counterparty, Credit Suisse International, Xxx Xxxxx Xxxxxx, Xxxxxx X00 0XX, Attention: Head of Credit
Risk Management, with copies to: Managing Director - Operations Department and Managing Director - Legal
Department, or such other address as may be hereafter furnished in writing by the Swap Counterparty or
Interest Rate Cap Counterparty, as applicable, (xii) in the case of WMMSC, to Washington Mutual Mortgage
Securities Corp., 0000 Xxxxxx Xxxxxx, XXX 3501, Xxxxxxx, Xxxxxxxxxx 00000, Attention: Servicing
Compliance, with a copy to Washington Mutual Mortgage Securities Corp., 0000 Xxxxxx Xxxxxx, XXX 3501,
Xxxxxxx, Xxxxxxxxxx 00000, Attention: Legal Department or such other address as may be hereafter
furnished in writing to the Depositor and the Trustee by WMMSC, (xiii) in the case of GreenPoint, to
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GreenPoint Mortgage Funding, Inc., 000 Xxxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000, Attention: Secondary
Marketing, cc: General Counsel and (xiv) with respect to any other party, as set forth in the Series
Supplement.
Notices to Certificateholders shall be deemed given when mailed, first class postage
prepaid.
SECTION 12.06. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 12.07. Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder's legal representative or heirs to claim
an accounting or to take any action or commence any proceeding in any court for a petition or winding up
of the Trust Fund, or otherwise affect the rights, obligations and liabilities of the parties hereto or
any of them.
No Certificateholder shall have any right to vote (except as provided herein) or in
any manner otherwise control the operation and management of the Trust Fund, or the obligations of the
parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be
construed so as to constitute the Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any third party by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.
No Certificateholder shall have any right by virtue or by availing itself of any
provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or
under or with respect to this Agreement, unless such Holder previously shall have given to the Trust
Administrator a written notice of an Event of Default and of the continuance thereof, as provided
herein, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights
evidenced by the Certificates shall also have made written request upon the Trust Administrator to
institute such action, suit or proceeding in its own name as Trust Administrator hereunder and shall
have offered to the Trust Administrator such reasonable indemnity as it may require against the costs,
expenses, and liabilities to be incurred therein or thereby, and the Trust Administrator, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding; it being understood and intended, and being expressly
covenanted by each Certificateholder with every other Certificateholder and the Trust Administrator,
that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by
availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the
rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or
preference to any other such Holder or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section 12.07, each and every Certificateholder and the Trust
Administrator shall be entitled to such relief as can be given either at law or in equity.
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SECTION 12.08. Certificates Nonassessable and Fully Paid.
It is the intention of the Depositor that Certificateholders shall not be personally
liable for obligations of the Trust Fund, that the interests in the Trust Fund represented by the
Certificates shall be nonassessable for any reason whatsoever, and that the Certificates, upon due
authentication thereof by the Trust Administrator pursuant to this Agreement, are and shall be deemed
fully paid.
SECTION 12.09. Protection of Assets.
Except for transactions and activities entered into in connection with the
securitization that is the subject of this agreement, the trust created by this agreement is not
authorized and has no power to:
(i) borrow money or issue debt;
(ii) merge with another entity, reorganize, liquidate or sell assets; or
(iii) engage in any business or activities.
Each party to this agreement agrees that it will not file an involuntary bankruptcy
petition against the Trust Fund or initiate any other form of insolvency proceeding until 366 days after
the Certificates have been paid.
SECTION 12.10. Non-Solicitation.
From and after the date of this Agreement, each of the Depositor, the Seller, the
Master Servicer, the Servicers (other than WMMSC), the Trust Administrator and the Trustee agrees that
it will not take any action or permit or cause any action to be taken by any of its agents or
affiliates, or by any independent contractors on any such party's behalf, to personally, by telephone,
by mail, or electronically by e-mail or through the internet or otherwise, solicit the borrower or
obligor under any Mortgage Loan to refinance the Mortgage Loan, in whole or in part. Notwithstanding
the foregoing, it is understood and agreed that neither (i) promotions undertaken by the Depositor, the
Seller, the Master Servicer, any Servicer (other than WMMSC), the Trust Administrator or the Trustee or
any affiliate of any such party that originates mortgage loans in the normal course, which are directed
to the general public at large, or segments thereof, including, without limitation, mass mailings based
on commercially acquired mailing lists or newspaper, radio and television advertisements nor (ii)
serving the refinancing needs of a Mortgagor who, without solicitation, contacts either party in
connection with the refinance of such Mortgage or Mortgage Loan, shall constitute solicitation under
this Section 12.10, provided, that no segment of the general public shall consist primarily of the
borrowers or obligors under the Mortgage Loans. None of the Depositor, the Seller, the Master Servicer,
any Servicer (other than WMMSC), the Trust Administrator or the Trustee shall permit the sale of the
name of any Mortgagor or any list of names that consist primarily of the Mortgages to any Person.
WMMSC covenants and agrees that it shall not take any action to solicit the
refinancing of any Mortgage Loan following the date hereof or provide information to any other entity to
solicit the refinancing of any Mortgage Loan; provided, that the foregoing shall not preclude WMMSC or
any of its affiliates from (a) engaging in general solicitations to its customer base, including by mass
mailing or as part of monthly or periodic statements mailed to its borrowers or to holders of deposit or
other accounts, (b) engaging in solicitations to the general public, including without limitation by
mass mailing, newspaper, radio, television or other media which are not specifically directed toward the
Mortgagors, (c) engaging in solicitations of optional insurance or other bank products (not including
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mortgage loans), (d) refinancing the Mortgage Loan of any Mortgagor who, without solicitation, contacts
WMMSC to request the refinancing of the related Mortgage Loan or (e) engaging in any action to solicit
the refinancing of any Mortgage Loan to the extent such action would be permitted under the Xxxxxx Xxx
Selling Guide or the Xxxxxx Mae Servicing Guide, provided that WMMSC agrees that it shall not, in
engaging in any such solicitation, specifically target any of the Mortgage Loans.
ARTICLE XIII
EXCHANGE ACT REPORTING
SECTION 13.01. Commission Reporting.
The Trust Administrator, each Servicer and the Master Servicer shall reasonably
cooperate with the Depositor in connection with the Trust's satisfying the reporting requirements under
the Exchange Act. The Trust Administrator shall prepare on behalf of the Depositor any Forms 8-K, 10-D
and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations
of the Commission thereunder, and the Depositor or Master Servicer, as specified below, shall sign and
the Trust Administrator shall file (via XXXXX) such Forms on behalf of the Depositor.
Form 10-D and Form 10-K require the registrant to indicate (by checking "yes" or "no")
that it "(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days." The Depositor
hereby represents to the Trust Administrator that, as of the Closing Date, the Depositor has filed all
such required reports during the preceding 12 months and that it has been subject to such filing
requirement for the past 90 days. The Depositor shall notify the Trust Administrator in writing, no
later than the fifth calendar day after the related Distribution Date with respect to the filing of a
report on Form 10-D and no later than March 15th with respect to the filing of a report on Form 10-K, if
the answer to each question should be "no." The Trust Administrator shall be entitled to rely on such
representations in preparing, executing and/or filing any such report.
For each Distribution Date through and including the Distribution Date in December of
the calendar year in which the Closing Date for the related Series occurred, the Trust Administrator
shall calculate the Significance Percentage and include the Significance Percentage on the related
Monthly Statement. If on any such Distribution Date, the Significance Percentage is equal to or greater
than 9%, the Trust Administrator shall promptly notify the Depositor and the related Counterparty. If,
on any Distribution Date through and including the Distribution Date in December of the year of this
Agreement, the Significance Percentage is equal to or greater than 10%, the Trust Administrator shall
promptly notify the Depositor and the related Counterparty and the Depositor shall, within 5 Business
Days of such Distribution Date, deliver to the Trust Administrator the financial information to the
extent required, pursuant to the related Swap Agreement or Interest Rate Cap Agreement, as applicable,
to be provided to it by the related Counterparty for inclusion in the Form 10-D relating to such
Distribution Date.
SECTION 13.02. Form 10-D Reporting
Within 15 days after each Distribution Date (subject to permitted extensions under the
Exchange Act), the Trust Administrator shall prepare and file on behalf of the Trust Fund any Form 10-D
required by the Exchange Act, in form and substance as required by the Exchange Act. The Trust
Administrator shall file each Form 10-D with a copy of the related Monthly Statement attached thereto.
Any disclosure in addition to the Monthly Statement that is required to be included on Form 10-D
("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S to the
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Depositor and the Trust Administrator and directed and approved by the Depositor pursuant to the
following paragraph and the Trust Administrator shall have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-D Disclosure, except as set forth in the next
paragraph.
As set forth on Exhibit S hereto, within five calendar days after the related
Distribution Date, (i) the parties set forth thereon shall be required to provide to the Trust
Administrator and the Depositor, to the extent known by a responsible officer thereof, in
XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Administrator and such
party, the form and substance of any Additional Form 10-D Disclosure, if applicable, together with an
additional disclosure notification in the form of Exhibit W hereto (an "Additional Disclosure
Notification") and (ii) the Depositor shall approve, as to form and substance, or disapprove, as the
case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Depositor shall be
responsible for any reasonable fees and expenses assessed or incurred by the Trust Administrator in
connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
After preparing the Form 10-D, the Trust Administrator shall forward electronically a
draft copy of the Form 10-D to the Depositor as soon as possible, however, in no event later than the
11th calendar day after the related Distribution Date. Within two business days of receipt, but in no
event no later than the Business Day prior to the date specified in the next sentence, the Depositor
shall notify the Trust Administrator of any changes to or approval of such Form 10-D. In the absence of
receipt of any written changes or approval, the Trust Administrator shall be entitled to assume that
such Form 10-D is in final form and the Trust Administrator may proceed with the execution and filing of
the Form 10-D. No later than two Business Days prior to the 15th calendar day after the related
Distribution Date, a duly authorized representative of the Master Servicer shall sign the Form 10-D. If
a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Trust
Administrator shall follow the procedures set forth in Section 13.05. Promptly (but no later than one
Business Day) after filing with the Commission, the Trust Administrator shall make available on its
internet website a final executed copy of each Form 10-D prepared and filed by the Trust Administrator.
Each party to this Agreement acknowledges that the performance by the Master Servicer and the Trust
Administrator of its duties under this Section 13.02 related to the timely preparation, execution and
filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the
performance of their duties under this Section 13.02. Neither the Trust Administrator nor the Master
Servicer shall have any liability for any loss, expense, damage or claim arising out of or with respect
to any failure to properly prepare, timely execute and/or timely file such Form 10-D, where such failure
results from the Trust Administrator's inability or failure to obtain or receive, on a timely basis, any
information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D,
not resulting from its own negligence, bad faith or willful misconduct.
SECTION 13.03. Form 10-K Reporting
Within 90 days after the end of each fiscal year of the Trust or such earlier date as
may be required by the Exchange Act (the "10-K Filing Deadline") (it being understood that the fiscal
year for the Trust ends on December 31st of each year), commencing in March of the calendar year
following the calendar year in which the Closing Date of the related Series occurs, the Trust
Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as
required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to
the extent they have been delivered to the Trust Administrator within the applicable time frames set
forth in this Agreement, the related Custodial Agreements and the related Designated Servicing
Agreement, (i) the Item 1123 Certification for each Servicer, each Additional Servicer, the Master
Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a
"Reporting Servicer") as described under Section 13.06, (ii)(A) the Assessment of Compliance with
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servicing criteria for each Reporting Servicer as described under Section 13.07, and (B) if any
Reporting Servicer's Assessment of Compliance identifies any material instance of noncompliance,
disclosure identifying such instance of noncompliance, or if any Reporting Servicer's Assessment of
Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included
and an explanation why such report is not included, (iii)(A) the Accountant's Attestation for each
Reporting Servicer, as described under Section 13.08, and (B) if any Accountant's Attestation identifies
any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any
such Accountant's Attestation is not included as an exhibit to such Form 10-K, disclosure that such
report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx
Certification as described in Section 13.09; provided, however, that the Trust Administrator, at its
discretion, may omit from the Form 10-K any Item 1123 Certification, Assessment of Compliance or
Accountants Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB.
Any disclosure or information in addition to (i) through (iv) above that is required to be included on
Form 10-K ("Additional Form 10-K Disclosure") shall be reported by the parties set forth on Exhibit Y to
the Depositor and Trust Administrator and directed and approved by the Depositor pursuant to the
following paragraph and the Trust Administrator shall have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next
paragraph.
As set forth on Exhibit Y hereto, no later than March 15 of each year that the Trust
is subject to the Exchange Act reporting requirements, commencing in the calendar year following the
calendar year in which the Closing Date of the related Series occurs, (i) the parties set forth on
Exhibit Y shall be required to provide to the Trust Administrator and the Depositor, to the extent known
by a responsible officer thereof, in XXXXX-compatible form, or in such other form as otherwise agreed
upon by the Trust Administrator and such party, the form and substance of any Additional Form 10-K
Disclosure, if applicable, together with an Additional Disclosure Notification and (ii) the Depositor
shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-K Disclosure on Form 10-K. The Depositor shall be responsible for any reasonable
fees and expenses assessed or incurred by the Trust Administrator in connection with including any
Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.
After preparing the Form 10-K, the Trust Administrator shall forward electronically a
draft copy of the Form 10-K to the Depositor for review. Within three (3) business days of receipt, but
in no event later than March 25, the Depositor shall notify the Trust Administrator in writing (which
may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of
receipt of any written changes or approval the Trust Administrator shall be entitled to assume that such
Form 10-K is in final form. No later than the close of business on the 4th Business Day prior to the
10-K Filing Deadline, the Depositor shall sign the Form 10-K and return an electronic or fax copy of such
signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Trust
Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be
amended, the Trust Administrator shall follow the procedures set forth in Section 13.05. Promptly (but
no later than 1 Business Day) after filing with the Commission, the Trust Administrator shall make
available on its internet website a final executed copy of each Form 10-K prepared and filed by the
Trust Administrator. The parties to this Agreement acknowledge that the performance by the Master
Servicer and the Trust Administrator of its duties under this Section 13.03 related to the timely
preparation and filing of Form 10-K is contingent upon such parties (and the Custodians, Designated
Servicers and any Additional Servicer or other Servicing Function Participant) strictly observing all
applicable deadlines in the performance of their duties under Article XIII. Neither the Trust
Administrator nor the Master Servicer shall have any liability for any loss, expense, damage or claim
arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K,
where such failure results from the Trust Administrator's inability or failure to obtain or receive, on
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a timely basis, any information from any other party hereto needed to prepare, arrange for execution or
file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
SECTION 13.04. Form 8-K Reporting
Within four (4) Business Days after the occurrence of an event requiring disclosure on
Form 8-K (each such event, a "Reportable Event"), and if requested by the Depositor, the Trust
Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange
Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the
Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required
to be included on Form 8-K ("Form 8-K Disclosure Information") shall be reported by the parties set
forth on Exhibit U to the Depositor and the Trust Administrator and directed and approved by the
Depositor pursuant to the following paragraph and the Trust Administrator shall have no duty or
liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any
Form 8-K, except as set forth in the next paragraph.
As set forth on Exhibit U hereto, for so long as the Trust is subject to the Exchange
Act reporting requirements, no later than the end of business(New York City time) on the 2nd Business
Day after the occurrence of a Reportable Event (i) the parties to this transaction shall be required to
provide to the Trust Administrator and the Depositor, to the extent known by a responsible officer
thereof, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust
Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if
applicable, together with an Additional Disclosure Notification and (ii) the Depositor shall approve, as
to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
Information. The Depositor shall be responsible for any reasonable fees and expenses assessed or
incurred by the Trust Administrator in connection with including any Form 8-K Disclosure Information on
Form 8-K pursuant to this paragraph.
After preparing the Form 8-K, the Trust Administrator shall forward electronically a
draft copy of the Form 8-K to the Depositor for review. Promptly, but no later than the close of
business on the 3rd business day after the Reportable Event, the Depositor shall notify the Trust
Administrator in writing of any changes to or approval of such Form 8-K. In the absence of receipt of
any written changes or approval, the Trust Administrator shall be entitled to assume that such Form 8-K
is in final form and a duly authorized representative of the Trust Administrator may proceed with the
execution and filing of the Form 8-K. A duly authorized representative of the Master Servicer shall
sign the Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be
amended, the Trust Administrator shall follow the procedures set forth in Section 13.05. Promptly (but
no later than one Business Day) after filing with the Commission, the Trust Administrator shall make
available on its internet website a final executed copy of each Form 8-K prepared and filed by the Trust
Administrator. The parties to this Agreement acknowledge that the performance by the Trust
Administrator and the Master Servicer of its duties under this Section 13.04 related to the timely
preparation and filing of Form 8-K is contingent upon such parties strictly observing all applicable
deadlines in the performance of their duties under this Section 13.04. Neither the Master Servicer nor
the Trust Administrator shall have any liability for any loss, expense, damage or claim arising out of
or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure
results from the Trust Administrator's inability or failure to obtain or receive, on a timely basis, any
information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K,
not resulting from its own negligence, bad faith or willful misconduct.
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SECTION 13.05. Delisting; Amendment; Late Filing of Reports
On or before January 30 of the first year in which the Trust Administrator is able to
do so under applicable law, the Trust Administrator shall prepare and file a Form 15 Suspension
Notification relating to the automatic suspension of reporting in respect of the Trust under the
Exchange Act.
In the event that the Trust Administrator is unable to timely file with the Commission
all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because
required disclosure information was either not delivered to it or delivered to it after the delivery
deadlines set forth in this Agreement or for any other reason, the Trust Administrator shall promptly
notify electronically the Depositor. In the case of Form 10-D and 10-K, the parties to this Agreement
shall cooperate to prepare and file a Form 12b-25 and a 10-D/A and 10-K/A as applicable, pursuant to
Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Trust Administrator shall, upon receipt of
all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor,
include such disclosure information on the next Form 10-D. In the event that any previously filed
Form 8-K, 10-D or 10-K needs to be amended in connection with any additional Form 10-D Disclosure (other
than for the purpose of restating the Monthly Report), the Trust Administrator shall electronically
notify the Depositor and such parties shall cooperate to prepare any necessary Form 8-K/A, 10-D/A or
10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K or 10-D shall be signed by a duly
authorized representative of the Master Servicer. Any amendment to Form 10-K shall be signed by the
Depositor. The parties to this Agreement acknowledge that the performance by the Trust Administrator
and the Master Servicer of their duties under this Section 13.05 related to the timely preparation and
filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such
party performing its duties under this Section 13.05. Neither the Trust Administrator nor the Master
Servicer shall have any liability for any loss, expense, damage or claim arising out of or with respect
to any failure to properly prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to
Forms 8-K, 10-D or 10-K, where such failure results from the Trust Administrator's inability or failure
to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare,
arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K,
not resulting from its own negligence, bad faith or willful misconduct.
SECTION 13.06. Annual Statements of Compliance
The Master Servicer, the Trust Administrator, the Modification Oversight Agent and
each Servicer shall deliver or otherwise make available (and the Master Servicer, the Trust
Administrator, the Modification Oversight Agent and each Servicer shall cause any Servicing Function
Participant engaged by it to deliver or otherwise make available) to the Depositor, the Trustee and the
Trust Administrator on or before March 15 of each year, commencing in March of the calendar year
following the calendar year in which the Closing Date of the related Series occurs, an Officer's
Certificate (an "Item 1123 Certificate") stating, as to the signer thereof, that (A) a review of such
party's activities during the preceding calendar year or portion thereof and of such party's performance
under this Agreement, or such other applicable agreement in the case of a Servicing Function
Participant, has been made under such officer's supervision and (B) to the best of such officer's
knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or
such other applicable agreement in the case of a Servicing Function Participant, in all material
respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such
obligation in any material respect, specifying each such failure known to such officer and the nature
and status thereof. Promptly after receipt of each such Item 1123 Certificate, the Depositor shall
review such Item 1123 Certificate and, if applicable, consult with each such party, as applicable, as to
the nature of any failures by such party, in the fulfillment of any of such party's obligations
hereunder or, in the case of an Additional Servicer, under such other applicable agreement, provided,
however, that Xxxxx Fargo, in its capacity as a Servicer, shall only be obligated to provide the
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Item 1123 Officer's Certificate to the Master Servicer and the Master Servicer shall forward such 1123
Officer's Certificate to the Depositor, the Trustee and the Trust Administrator or, if there is no
Master Servicer, to the Depositor and the Depositor shall forward such 1123 Officer's Certificate to the
Trustee and the Trust Administrator.
The Master Servicer shall include all annual statements of compliance received by it
from each Servicer with its own annual statement of compliance to be submitted to the Trust
Administrator pursuant to this Section 13.06.
In the event the Master Servicer, the Trust Administrator or any Servicing Function
Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement,
or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such
party shall provide an Item 1123 Certificate pursuant to this Section 13.06 or to such applicable
agreement, as the case may be, notwithstanding any such termination, assignment or resignation.
The Master Servicer shall enforce any obligation of any Designated Servicer, to the
extent set forth in the related Designated Servicing Agreement, to deliver to the Master Servicer an
Item 1123 Certificate as may be required pursuant to the related Designated Servicing Agreement. The
Master Servicer shall include such Item 1123 Certificate with its own Item 1123 Certificate to be
submitted to the Trust Administrator, the Depositor and the Trustee pursuant to this Section 13.06.
SECTION 13.07. Annual Assessments of Compliance.
By March 15 of each year, commencing in March of the calendar year following the
calendar year in which the Closing Date of the related Series occurs, the Master Servicer, the Trust
Administrator, the Modification Oversight Agent and each Servicer, each at its own expense, shall
furnish or otherwise make available, and each such party shall cause any Servicing Function Participant
engaged by it to furnish or otherwise make available, each at its own expense, to the Trust
Administrator, the Trustee and the Depositor, a report on an assessment of compliance with the Relevant
Servicing Criteria (an "Assessment of Compliance") that contains (A) a statement by such party of its
responsibility for assessing compliance with the Relevant Servicing Criteria for each party as set forth
on Exhibit R, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance
with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant
Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant
to Section 13.03, including, if there has been any material instance of noncompliance with the Relevant
Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a
statement that a registered public accounting firm has issued an Accountant's Attestation on such
party's Assessment of Compliance with the Relevant Servicing Criteria as of and for such period.
No later than the end of each fiscal year for the Trust for which a 10-K is required
to be filed, each Servicer, the Modification Oversight Agent and the Master Servicer shall each forward
to the Trust Administrator the name of each Servicing Function Participant engaged by it and what
Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing
Function Participant; provided, however, that the Master Servicer need not provide information to the
Trust Administrator so long as the Master Servicer and the Trust Administrator are the same person.
When the Master Servicer, the Modification Oversight Agent and each Servicer (or any Servicing Function
Participant engaged by them) submit their Assessments of Compliance to the Trust Administrator, such
parties shall also at such time include the Assessments of Compliance (and Accountant's Attestation)
pursuant to Section 13.08 of each Servicing Function Participant engaged by it; provided, however, that
Xxxxx Fargo, in its capacity as a Servicer, shall only be obligated to provide disclosure pursuant to
the first and second paragraphs of this Section 13.07 to the Master Servicer and the Master Servicer
shall forward such items to the appropriate parties or, if there is no Master Servicer, to the Depositor
and the Depositor shall forward such items to the Trustee and the Trust Administrator.
Promptly after receipt of each Assessment of Compliance, the Depositor shall review
each such report and, if applicable, consult with the Master Servicer, the Trust Administrator, the
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Modification Oversight Agent, each Servicer and any Servicing Function Participant engaged by such
parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria
by each such party. None of such parties shall be required to deliver any such assessments until
March 30 in any given year so long as it has received written confirmation from the Depositor that a
Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year.
The Master Servicer shall include all annual reports on assessment of compliance
received by it from the Servicers with its own assessment of compliance to be submitted to the Trust
Administrator pursuant to this Section 13.07.
In the event the Master Servicer, the Trust Administrator or any Servicing Function
Participant engaged by any such party is terminated, assigns its rights and obligations under, or
resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be,
such party shall provide a report on assessment of compliance pursuant to this Section 13.07, or such
other applicable agreement, notwithstanding any such termination, assignment of resignation.
The Master Servicer shall enforce any obligation of the Designated Servicers and the
Custodians, to the extent set forth in the related Designated Servicing Agreement or Custodial
Agreement, as applicable, to deliver to the Master Servicer an Assessment of Compliance within the time
frame set forth in, and in such form and substance as may be required pursuant to, the related
Designated Servicing Agreement or Custodial Agreement, as applicable. The Master Servicer shall include
such Assessment of Compliance with its own Assessment of Compliance to be submitted to the Trust
Administrator and the Trustee pursuant to this Section 13.07.
SECTION 13.08. Accountant's Attestation
By March 15 of each year, commencing in the calendar year following the calendar year
in which the Closing Date of the related Series occurs, the Master Servicer, the Trust Administrator,
the Modification Oversight Agent and each Servicer, each at its own expense, shall cause, and each such
party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a
registered public accounting firm (which may also render other services to the Master Servicer, the
Trust Administrator, the Modification Oversight Agent or a Servicer or such other Servicing Function
Participants, as the case may be) and that is a member of the American Institute of Certified Public
Accountants to furnish a report (the "Accountant's Attestation") to the Trust Administrator and the
Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the
management of such party, which includes an assertion that such party has complied with the Relevant
Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with
standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to
whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material
respects, or it cannot express an overall opinion regarding such party's assessment of compliance with
the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such
registered public accounting firm shall state in such report why it was unable to express such an
opinion. Such report must be available for general use and not contain restricted use language.
Promptly after receipt of such Accountant's Attestations from the Master Servicer,
each Servicer, each Designated Servicer, each Custodian, the Trust Administrator, the Modification
Oversight Agent or any Servicing Function Participant engaged by such parties, (i) the Depositor shall
review the report and, if applicable, consult with such parties as to the nature of any defaults by such
parties, in the fulfillment of any of each such party's obligations hereunder or under any other
applicable agreement, and (ii) the Trust Administrator shall confirm that each Assessment of Compliance
is coupled with an Accountant's Attestation meeting the requirements of this Section 13.08 and notify
the Depositor of any exceptions. None of such parties shall be required to deliver any such assessments
until March 30 in any given year so long as it has received written confirmation from the Depositor that
a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year.
The Master Servicer shall include each such attestation furnished to it by the
Servicers with its own attestation to be submitted to the Trust Administrator pursuant to this
Section 13.08.
In the event the Master Servicer, the Trust Administrator, the Custodians, any
Servicer, the Modification Oversight Agent or any Servicing Function Participant engaged by any such
party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this
Agreement, or any applicable Custodial Agreement, Designated Servicing Agreement or Subservicing
Agreement, as the case may be, such party shall, at its sole expense, cause a registered public
accounting firm to provide an attestation pursuant to this Section 13.08, or such other applicable
agreement, notwithstanding any such termination, assignment or resignation.
The Master Servicer shall enforce any obligation of the Designated Servicers and the
Custodians, to the extent set forth in the related Designated Servicing Agreement and the related
Custodial Agreement, as applicable, to deliver to the Master Servicer an attestation as may be required
pursuant to, the related Designated Servicing Agreement or Custodial Agreement as applicable. The
Master Servicer shall include each such attestation with its own Accountant's Attestation to be
submitted to the Trust Administrator pursuant to this Section 13.08.
SECTION 13.09. Xxxxxxxx-Xxxxx Certification
Each Form 10-K shall include a certification (the "Xxxxxxxx-Xxxxx Certification")
required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. Each Servicer, the Master
Servicer, the Modification Oversight Agent and the Trust Administrator shall provide, and each Servicer,
the Master Servicer, the Modification Oversight Agent and the Trust Administrator shall cause any
Servicing Function Participant engaged by it to, provide to the Person who signs the Xxxxxxxx-Xxxxx
Certification (the "Certifying Person"), by March 15 of each year in which the Trust is subject to the
reporting requirements of the Exchange Act and otherwise within a reasonable period of time upon
request, a certification (each, a "Back-Up Certification"), in the form attached hereto as Exhibit V,
upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and
such entity's officers, directors and Affiliates (collectively with the Certifying Person,
"Certification Parties") can reasonably rely. The Depositor shall serve as the Certifying Person on
behalf of the Trust. In the event the Master Servicer, the Trust Administrator or any Servicing
Function Participant engaged by such party is terminated or resigns pursuant to the terms of this
Agreement, or any applicable Subservicing Agreement, as the case may be, such party shall provide a
Back-Up Certification to the Certifying Person pursuant to this Section 13.09 with respect to the period
of time it was subject to this Agreement or any applicable Subservicing Agreement, as the case may be.
The Master Servicer shall enforce any obligation of the Designated Servicers, to the
extent set forth in the related Designated Servicing Agreement, to deliver to the Master Servicer a
certification similar to the Back-Up Certification as may be required pursuant to the related Designated
Servicing Agreement.
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SECTION 13.10. Indemnification
Each party required to deliver an Assessment of Compliance and an Accountant's
Attestation and/or an Item 1123 Certification under Article XIII (each, a "Responsible Party) shall
indemnify and hold harmless the Trust Administrator, the Master Servicer and the Depositor and each of
their directors, officers, employees, agents, and affiliates from and against any and all claims,
losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and
other costs and expenses arising out of or based upon (a) any breach by such Responsible Party of any if
its obligations under this Article XIII including particularly its obligation to provide any Assessment
of Compliance and an Accountant's Attestation and/or an Item 1123 Certification or any information, data
or material required to be included in any Exchange Act report, (b) any misstatement or omission in any
information, data or materials provided by such Responsible Party (or, in the case of the Trust
Administrator or Master Servicer, any material misstatement of material omission in (i) any Compliance
Statement, Assessment of Compliance or Attestation report delivered by it, or by any Servicing Function
Participant engaged by it, pursuant to this Agreement, or (ii) any Additional Form 10-D Disclosure or
Additional Form 10-K Disclosure concerning the Master Servicer or the Trust Administrator, or (c) the
negligence, bad faith or willful misconduct of such Responsible Party in connection with the performance
of any if its obligations hereunder. If the indemnification provided for herein is unavailable or
insufficient to hold harmless the Master Servicer, the Trust Administrator or the Depositor, then each
Responsible Party agrees that it shall contribute to the amount paid or payable by the Trust
Administrator, the Master Servicer or the Depositor, as applicable, as a result of any claims, losses,
damages or liabilities incurred by the Master Servicer, the Trust Administrator or the Depositor, as
applicable, in such proportion as is appropriate to reflect the relative fault of the Master Servicer,
the Trust Administrator or the Depositor, as applicable, on the one hand and such Responsible Party, on
the other. This indemnification shall survive the termination of this Agreement or the termination of
any party to this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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EXHIBIT A
FORM OF CLASS A CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP OF A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
A-1
Certificate No. : A-__-1
Cut-off Date : _______________
First Distribution Date : _______________
Initial Certificate Balance
of this Certificate
("Denomination") : _______________
Initial Certificate Balances
of all Certificates
of this Class : _______________
CUSIP : _______________
Pass-Through Rate : Variable
Maturity Date : _______________
A-2
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Credit Suisse First Boston Mortgage Securities Corp.,
Adjustable Rate Mortgage-Backed Pass-Through Certificates, [Series Name]
Class [__]-A-[__]
evidencing a percentage interest in the distributions allocable to the Certificates of
the above-referenced Class with respect to a Trust Fund consisting primarily of a pool
of adjustable rate conventional mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties.
Credit Suisse First Boston Mortgage Securities Corp., as Depositor
Principal in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth
herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed
by the Depositor, the Seller, the Master Servicer, the Servicers, the Special Servicer, the Modification
Oversight Agent, the Trust Administrator or the Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality.
This certifies that CEDE & CO., is the registered owner of the Percentage Interest evidenced by
this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the
denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by
Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor"). The Trust Fund was created
pursuant to a Series Supplement dated as of the Cut-off Date specified above and the Standard Terms of
Pooling and Servicing Agreement dated February 1, 2007(collectively, the "Agreement") by and among the
Depositor, the Seller(s), the Master Servicer, the Trust Administrator, the Special Servicer, the
Modification Oversight Agent, the Trustee and the Servicers that are party to the Series Supplement. To
the extent not defined herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at this
place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any
purpose unless manually countersigned by an authorized signatory of the Trust Administrator.
A-3
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be duly executed.
Dated: ___________________
XXXXX FARGO BANK, N.A.
as Trust Administrator
By __________________________________
Countersigned:
By ___________________________
Authorized Signatory of
XXXXX FARGO BANK, N.A.
as Trust Administrator
A-4
EXHIBIT B
FORM OF CLASS [__]-M CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP OF A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS DESCRIBED IN THE
AGREEMENT REFERRED TO HEREIN.
B-1
Certificate No. : 1
Cut-off Date : _______________
First Distribution Date : _______________
Initial Certificate Balance
of this Certificate
("Denomination") : _______________
Initial Certificate Balances
of all Certificates
of this Class : _______________
CUSIP : _______________
Pass-Through Rate : Variable
Maturity Date : _______________
B-2
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
[Name of Series Trust],
Adjustable Rate Mortgage-Backed Pass-Through Certificates, [Series Name]
Class [__]-M-[__]
evidencing a percentage interest in the distributions allocable to the Certificates of
the above-referenced Class with respect to a Trust Fund consisting primarily of a pool
of adjustable rate conventional mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties.
Credit Suisse First Boston Mortgage Securities Corp., as Depositor
Principal in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth
herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed
by the Depositor, the Seller, the Master Servicer, the Servicers, the Special Servicer, the Modification
Oversight Agent, the Trust Administrator or the Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality.
This certifies that CEDE & CO., is the registered owner of the Percentage Interest evidenced by
this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the
denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by
Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor"). The Trust Fund was created
pursuant to a Series Supplement dated as of the Cut-off Date specified above and the Standard Terms of
Pooling and Servicing Agreement dated February 1, 2007 (collectively, the "Agreement") by and among the
Depositor, the Seller(s), the Master Servicer, the Trust Administrator, the Special Servicer, the
Modification Oversight Agent, the Trustee and the Servicers that are party to the Series Supplement. To
the extent not defined herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at this
place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any
purpose unless manually countersigned by an authorized signatory of the Trust Administrator.
B-3
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be duly executed.
Dated: __________________
XXXXX FARGO BANK, N.A.
as Trust Administrator
By ____________________________________
Countersigned:
By ___________________________
Authorized Signatory of
XXXXX FARGO BANK, N.A.
as Trust Administrator
C-1
EXHIBIT C
FORM OF CLASS [__]-B CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP OF A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS DESCRIBED IN THE
AGREEMENT REFERRED TO HEREIN.
[THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"). ANY
RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF THE AGREEMENT REFERRED TO HEREIN.]
PURSUANT TO SECTION 6.02(f) OF THE AGREEMENT, AN ERISA-RESTRICTED CERTIFICATE OR ANY INTEREST HEREIN MAY
NOT BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE (I) A REPRESENTATION LETTER TO THE
EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THE CODE OR A PERSON
USING THE ASSETS OF SUCH A PLAN OR ARRANGEMENT OR (II) IF THE PURCHASER IS AN INSURANCE COMPANY AND THE
CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN OR (III) AN OPINION OF COUNSEL IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. IN THE EVENT THE REPRESENTATIONS REFERRED TO
IN THE PRECEDING SENTENCE ARE NOT FURNISHED, SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO
THE TRUSTEE BY THE TRANSFEREE'S ACCEPTANCE OF THIS CERTIFICATE, OR BY ANY BENEFICIAL OWNER WHO PURCHASES
AN INTEREST IN THIS CERTIFICATE IF SUCH CERTIFICATE IS A BOOK-ENTRY CERTIFICATE. IN THE EVENT THAT A
REPRESENTATION IS VIOLATED, OR ANY ATTEMPT TO TRANSFER THIS CERTIFICATE TO A PLAN OR ARRANGEMENT OR
PERSON USING A PLAN'S OR ARRANGEMENT'S ASSETS IS ATTEMPTED WITHOUT THE DELIVERY TO THE TRUSTEE OF THE
OPINION OF COUNSEL DESCRIBED ABOVE, THE ATTEMPTED TRANSFER OR ACQUISITION OF THIS CERTIFICATE SHALL BE
VOID AND OF NO EFFECT.
C-2
Certificate No. : 1
Cut-off Date : _______________
First Distribution Date : _______________
Initial Certificate Balance
of this Certificate
("Denomination") : _______________
Initial Certificate Balances
of all Certificates
of this Class : _______________
Percentage Interest : 100%
CUSIP : _______________
Pass-Through Rate : Variable
Maturity Date : _______________
C-2
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
[Name of Series Trust],
Adjustable Rate Mortgage-Backed Pass-Through Certificates, [Series Name]
Class [__]-B-[__]
evidencing a percentage interest in the distributions allocable to the Certificates of
the above-referenced Class with respect to a Trust Fund consisting primarily of a pool
of adjustable rate conventional mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties.
Credit Suisse First Boston Mortgage Securities Corp., as Depositor
This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed
by the Depositor, the Seller, the Master Servicer, the Servicers, the Special Servicer, the Modification
Oversight Agent, the Trustee or the Trust Administrator referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality.
This certifies that [_____________________________________________], is the registered owner of
the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this
Certificate by the aggregate of the denominations of all Certificates of the Class to which this
Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily
of the Mortgage Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the
"Depositor"). The Trust Fund was created pursuant to a Series Supplement dated as of the Cut-off Date
specified above and the Standard Terms of Pooling and Servicing Agreement dated February 1, 2007
(collectively, the "Agreement") by and among the Depositor, the Seller(s), the Master Servicer, the Trust
Administrator, the Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers
that are party to the Series Supplement. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
[For Privately Offered Certs only] [No transfer of this Certificate shall be made unless such
transfer is made pursuant to an effective registration statement under the Securities Act and any
applicable state securities laws or is exempt from the registration requirements under said Act and such
laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act
and such laws, in order to assure compliance with the Securities Act and such laws, the
Certificateholder desiring to effect such transfer and such Certificateholder's prospective transferee
shall each certify to the Trust Administrator in writing the facts surrounding the transfer and
(i) deliver a letter in substantially the form of either Exhibit L and either (A) Exhibit M 1, provided
that all of the Certificates of the Class shall be transferred to one investor or the Depositor
otherwise consents to such transfer, or (B) Exhibit M-2 or (ii) there shall be delivered to the Trust
Administrator at the expense of the transferor an Opinion of Counsel that such transfer may be made
pursuant to an exemption from the Securities Act. The Holder hereof desiring to affect such transfer
shall, and does hereby agree to, indemnify the Trustee, the Trust Administrator and the Depositor
against any liability that may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.]
Pursuant to Section 6.02(f) of the Agreement, no transfer of an ERISA-Restricted Certificate
shall be made unless the Trustee shall have received either (i) a representation letter from the
transferee of such ERISA-Restricted Certificate, acceptable to and in form and substance satisfactory to
the Trust Administrator, to the effect that such transferee is not an employee benefit plan or
C-3
arrangement subject to Section 406 of ERISA or Section 4975 of the Code, or a person using the assets of
any such plan or arrangement which representation letter shall not be an expense of the Trustee, the
Trust Administrator or the Trust Fund, (ii) if the purchaser is an insurance company and the
ERISA-Restricted Certificate has been the subject of an ERISA-Qualifying Underwriting, a representation
that the purchaser is an insurance company which is purchasing such Certificates with funds contained in
an "insurance company general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificate
are covered under Sections I and III of PTCE 95-60 or (iii) in the case of any such ERISA-Restricted
Certificate presented for registration in the name of an employee benefit plan subject to Section 406 of
ERISA or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a person
using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trust Administrator
to the effect that the purchase or holding of such Certificate will not result in prohibited
transactions under Section 406 of ERISA and/or Section 4975 of the Code and will not subject the
Depositor, the Trustee, the Trust Administrator, the Master Servicer or any other Servicer to any
obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an
expense of such parties or the Trust Fund. In the event the representations referred to in the
preceding sentence are not furnished, such representation shall be deemed to have been made to the
trustee by the transferee's acceptance of an ERISA-Restricted Certificate or by any beneficial owner who
purchases an interest in this certificate in book-entry form. In the event that a representation is
violated, or any attempt to transfer an ERISA-Restricted Certificate to a plan or arrangement or person
using a plan's or arrangement's assets is attempted without the delivery to the Trustee of the Opinion
of Counsel described above, the attempted transfer or acquisition of this certificate shall be void and
of no effect.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at this
place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any
purpose unless manually countersigned by an authorized signatory of the Trust Administrator.
C-4
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be duly executed.
Dated: __________________
XXXXX FARGO BANK, N.A.
as Trust Administrator
By ___________________________________
Countersigned:
By ___________________________
Authorized Signatory of
XXXXX FARGO BANK, N.A.
as Trust Administrator
C-5
EXHIBIT D-1
FORM OF CLASS AR CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP OF "RESIDUAL
INTERESTS" ISSUED BY "REAL ESTATE MORTGAGE INVESTMENT CONDUITS," AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE
DELIVERS TO THE TRUST ADMINISTRATOR A TRANSFEREE AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE
AGREEMENT REFERRED TO HEREIN.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO
THE TRUST ADMINISTRATOR A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR ARRANGEMENT, OR SECTION 4975 OF THE CODE OR A PERSON USING THE ASSETS OF SUCH A PLAN OR
ARRANGEMENT. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS
CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA
OR TO SECTION 4975 OF THE CODE SHALL BE VOID AND OF NO EFFECT.
D-1-1
Certificate No. : 1
Cut-off Date : _______________
First Distribution Date : _______________
Initial Certificate Balance
of this Certificate
("Denomination") : _______________
Initial Certificate Balances
of all Certificates
of this Class : _______________
CUSIP : _______________
Pass-Through Rate : Variable
Maturity Date : _______________
D-1-2
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
[Name of Series Trust],
Adjustable Rate Mortgage-Backed Pass-Through Certificates, [Series Name]
Class AR
evidencing a percentage interest in the distributions allocable to the Class AR
Certificates with respect to a Trust Fund consisting primarily of a pool of adjustable
rate conventional mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties.
Credit Suisse First Boston Mortgage Securities Corp., as Depositor
Principal in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth
herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed
by the Depositor, the Seller, the Master Servicer, the Servicers, the Special Servicer, the Modification
Oversight Agent, the Trustee or the Trust Administrator referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality.
This certifies that Credit Suisse Securities (USA) LLC, is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this
Certificate by the aggregate of the denominations of all Certificates of the Class to which this
Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily
of the Mortgage Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the
"Depositor"). The Trust Fund was created pursuant to a Series Supplement dated as of the Cut-off Date
specified above and the Standard Terms of Pooling and Servicing Agreement dated February 1, 2007
(collectively, the "Agreement") by and among the Depositor, the Seller(s), the Master Servicer, the Trust
Administrator, the Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers
that are party to the Series Supplement. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only
upon presentment and surrender of this Class AR Certificate at the Corporate Trust Office or the office
or agency maintained by the Trust Administrator in New York, New York.
Pursuant to the Agreement, no transfer of this Residual Certificate shall be made unless the
Trust Administrator shall have received a representation letter from the transferee of such Certificate,
acceptable to and in form and substance satisfactory to the Trust Administrator, to the effect that such
transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or
Section 4975 of the Code, or a person using the assets of any such plan or arrangement which
representation letter shall not be an expense of the Trustee, the Trust Administrator or the Trust
Fund. In the event the representations referred to in the preceding sentence are not furnished, such
representation shall be deemed to have been made to the Trust Administrator by the transferee's
acceptance of this Residual Certificate or by any beneficial owner who purchases an interest in this
Certificate in book-entry form. In the event that a representation is violated, or any attempt to
transfer this Residual Certificate to a plan or arrangement or person using a plan's or arrangement's
assets is attempted, the attempted transfer or acquisition of this Certificate shall be void and of no
effect.
D-1-3
Each Holder of this Class AR Certificate will be deemed to have agreed to be bound by the
restrictions of the Agreement, including but not limited to the restrictions that (i) each person
holding or acquiring any Ownership Interest in this Class AR Certificate must be a Permitted Transferee,
(ii) no Ownership Interest in this Class AR Certificate may be transferred without delivery to the Trust
Administrator of a transfer affidavit of the initial owner or the proposed transferee in the form
described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class
AR Certificate must agree to require a transferee affidavit from any other person to whom such person
attempts to transfer its Ownership Interest in this Class AR Certificate as required pursuant to the
Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class AR Certificate must
agree not to transfer an Ownership Interest in this Class AR Certificate if it has actual knowledge that
the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any
Ownership Interest in this Class AR Certificate in violation of such restrictions will be absolutely
null and void and will vest no rights in the purported transferee.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at this
place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any
purpose unless manually countersigned by an authorized signatory of the Trust Administrator.
D-1-4
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be duly executed.
Dated: __________________
XXXXX FARGO BANK, N.A.
as Trust Administrator
By ______________________________
Countersigned:
By ___________________________
Authorized Signatory of
XXXXX FARGO BANK, N.A.
as Trust Administrator
D-1-5
EXHIBIT D-2
FORM OF CLASS AR-L CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE
DELIVERS TO THE TRUST ADMINISTRATOR A TRANSFEREE AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE
AGREEMENT REFERRED TO HEREIN.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO
THE TRUST ADMINISTRATOR A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA") OR ARRANGEMENT, OR SECTION 4975 OF THE CODE OR A PERSON USING THE ASSETS OF
SUCH A PLAN OR ARRANGEMENT. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED
TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO
SECTION 406 OF ERISA OR TO SECTION 4975 OF THE CODE SHALL BE VOID AND OF NO EFFECT.
D-2-1
Certificate No. : 1
Cut-off Date : _______________
First Distribution Date : _______________
Initial Certificate Balance
of this Certificate
("Denomination") : _______________
Initial Certificate Balances
of all Certificates
of this Class : _______________
CUSIP : _______________
Pass-Through Rate : Variable
Maturity Date : _______________
D-2-2
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
[Name of Series Trust],
Adjustable Rate Mortgage-Backed Pass-Through Certificates, [Series Name]
Class AR-L
evidencing a percentage interest in the distributions allocable to the Class AR-L
Certificates with respect to a Trust Fund consisting primarily of a pool of fixed rate
conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to
four-family residential properties.
Credit Suisse First Boston Mortgage Securities Corp., as Depositor
Principal in respect of this Certificate is distributable monthly as set forth
herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as
set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Seller, the Master Servicer, the Servicer, the Trustee or the Trust
Administrator referred to below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that [__________________________________], is the registered owner of
the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this
Certificate by the aggregate of the denominations of all Certificates of the Class to which this
Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily
of the Mortgage Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the
"Depositor"). The Trust Fund was created pursuant to a Series Supplement dated as of the Cut-off Date
specified above and the Standard Terms of Pooling and Servicing Agreement dated February 1, 2007
(collectively, the "Agreement") by and among the Depositor, the Seller(s), the Master Servicer, the Trust
Administrator, the Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers
that are party to the Series Supplement. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Any distribution of the proceeds of any remaining assets of the Trust Fund will be
made only upon presentment and surrender of this Class AR-L Certificate at the Corporate Trust Office or
the office or agency maintained by the Trust Administrator in New York, New York.
Pursuant to the Agreement, no transfer of this Residual Certificate shall be made
unless the Trust Administrator shall have received a representation letter from the transferee of such
Certificate, acceptable to and in form and substance satisfactory to the Trust Administrator, to the
effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of
ERISA or Section 4975 of the Code, or a person using the assets of any such plan or arrangement which
representation letter shall not be an expense of the Trustee, the Trust Administrator or the Trust
Fund. In the event the representations referred to in the preceding sentence are not furnished, such
representation shall be deemed to have been made to the Trust Administrator by the transferee's
acceptance of this Residual Certificate or by any beneficial owner who purchases an interest in this
Certificate in book-entry form. In the event that a representation is violated, or any attempt to
transfer this Residual Certificate to a plan or arrangement or person using a plan's or arrangement's
assets is attempted, the attempted transfer or acquisition of this Certificate shall be void and of no
effect.
D-2-3
Each Holder of this Class AR-L Certificate will be deemed to have agreed to be bound
by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person
holding or acquiring any Ownership Interest in this Class AR-L Certificate must be a Permitted
Transferee, (ii) no Ownership Interest in this Class AR-L Certificate may be transferred without
delivery to the Trust Administrator of a transfer affidavit of the initial owner or the proposed
transferee in the form described in the Agreement, (iii) each person holding or acquiring any Ownership
Interest in this Class AR-L Certificate must agree to require a transferee affidavit from any other
person to whom such person attempts to transfer its Ownership Interest in this Class AR-L Certificate as
required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this
Class AR-L Certificate must agree not to transfer an Ownership Interest in this Class AR-L Certificate
if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any
attempted or purported transfer of any Ownership Interest in this Class AR-L Certificate in violation of
such restrictions will be absolutely null and void and will vest no rights in the purported transferee.
Reference is hereby made to the further provisions of this Certificate set forth on
the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth
at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose unless manually countersigned by an authorized signatory of the Trust Administrator.
D-2-4
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be duly
executed.
Dated: __________________
XXXXX FARGO BANK, N.A.
as Trust Administrator
By____________________________________
Countersigned:
By ___________________________
Authorized Signatory of
XXXXX FARGO BANK, N.A.
as Trust Administrator
D-2-5
EXHIBIT E
FORM OF CLASS P CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP OF A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS DESCRIBED IN THE
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"). ANY
RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF THE AGREEMENT REFERRED TO HEREIN.
PURSUANT TO SECTION 6.02(f) OF THE AGREEMENT, NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE
TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR (I) A REPRESENTATION LETTER TO THE
EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THE CODE OR A PERSON
USING THE ASSETS OF SUCH A PLAN OR ARRANGEMENT, OR (II) IF THE PURCHASER IS AN INSURANCE COMPANY AND THE
CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN OR (III) AN OPINION OF COUNSEL IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. IN THE EVENT THE REPRESENTATIONS REFERRED TO
IN THE PRECEDING SENTENCE ARE NOT FURNISHED, SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO
THE TRUST ADMINISTRATOR BY THE TRANSFEREE'S ACCEPTANCE OF THIS CERTIFICATE, OR BY ANY BENEFICIAL OWNER
WHO PURCHASES AN INTEREST IN THIS CERTIFICATE IF SUCH CERTIFICATE IS A BOOK-ENTRY CERTIFICATE. IN THE
EVENT THAT A REPRESENTATION IS VIOLATED, OR ANY ATTEMPT TO TRANSFER THIS CERTIFICATE TO A PLAN OR
ARRANGEMENT OR PERSON ACTING ON BEHALF OF A PLAN OR USING A PLAN'S OR ARRANGEMENT'S ASSETS IS ATTEMPTED
WITHOUT THE DELIVERY TO THE TRUST ADMINISTRATOR OF THE OPINION OF COUNSEL DESCRIBED ABOVE, THE ATTEMPTED
TRANSFER OR ACQUISITION OF THIS CERTIFICATE SHALL BE VOID AND OF NO EFFECT.
THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY DISTRIBUTIONS IN RESPECT OF
PRINCIPAL.
E-1
Certificate No. : P-1
Cut-off Date : _______________
First Distribution Date : _______________
Percentage Interest : ____%
CUSIP : _______________
Maturity Date : _______________
E-2
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
[Name of Series Trust],
Adjustable Rate Mortgage-Backed Pass-Through Certificates, [Series Name],
Class P
evidencing a 100% Percentage Interest in the distributions allocable to the Class P
Certificates with respect to a Trust Fund consisting primarily of a pool of adjustable
rate conventional mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties.
Credit Suisse First Boston Mortgage Securities Corp., as Depositor
This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed
by the Depositor, the Seller, the Master Servicer, the Servicers, the Special Servicer, the Modification
Oversight Agent, the Trustee or the Trust Administrator referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality.
This certifies that _____________________________, is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the
aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans
deposited by Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor"). The Trust Fund was
created pursuant to a Series Supplement dated as of the Cut-off Date specified above and the Standard
Terms of Pooling and Servicing Agreement dated February 1, 2007 (collectively, the "Agreement") by and
among the Depositor, the Seller(s), the Master Servicer, the Trust Administrator, the Special Servicer,
the Modification Oversight Agent, the Trustee and the Servicers that are party to the Series Supplement.
To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
No transfer of this Certificate shall be made unless such transfer is made pursuant to an
effective registration statement under the Securities Act and any applicable state securities laws or is
exempt from the registration requirements under said Act and such laws. In the event that a transfer is
to be made in reliance upon an exemption from the Securities Act and such laws, in order to assure
compliance with the Securities Act and such laws, the Certificateholder desiring to effect such transfer
and such Certificateholder's prospective transferee shall each certify to the Trust Administrator in
writing the facts surrounding the transfer and (i) deliver a letter in substantially the form of either
Exhibit L and either (A) Exhibit M-1, provided that all of the Certificates of the Class shall be
transferred to one investor or the Depositor otherwise consents to such transfer, or (B) Exhibit M-2 or
(ii) there shall be delivered to the Trust Administrator at the expense of the transferor an Opinion of
Counsel that such transfer may be made pursuant to an exemption from the Securities Act. The Holder
hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the
Trust Administrator and the Depositor against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws.
Pursuant to the Agreement, no transfer of an ERISA-Restricted Certificate shall be made unless
the Trust Administrator shall have received either (i) a representation letter from the transferee of
such ERISA-Restricted Certificate, acceptable to and in form and substance satisfactory to the Trust
Administrator, to the effect that such transferee is not an employee benefit plan or arrangement subject
E-3
to Section 406 of ERISA or Section 4975 of the Code, or a person using the assets of any such plan or
arrangement which representation letter shall not be an expense of the Trustee, the Trust Administrator
or the Trust Fund, (ii) if the purchaser is an insurance company and the ERISA-Restricted Certificate
has been the subject of an ERISA-Qualifying Underwriting, a representation that the purchaser is an
insurance company which is purchasing such Certificates with funds contained in an "insurance company
general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption
95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificate are covered under Sections I
and III of PTCE 95-60 or (iii) in the case of any such ERISA-Restricted Certificate presented for
registration in the name of an employee benefit plan subject to Section 406 of ERISA or Section 4975 of
the Code (or comparable provisions of any subsequent enactments), or a person using such plan's or
arrangement's assets, an Opinion of Counsel satisfactory to the Trust Administrator to the effect that
the purchase or holding of such Certificate will not result in prohibited transactions under Section 406
of ERISA and/or Section 4975 of the Code and will not subject the Depositor, the Trustee, the Trust
Administrator, the Master Servicer or any other Servicer to any obligation in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense of such parties or the
Trust Fund. In the event the representations referred to in the preceding sentence are not furnished,
such representation shall be deemed to have been made to the Trust Administrator by the transferee's
acceptance of an ERISA-Restricted Certificate or by any beneficial owner who purchases an interest in
this certificate in book-entry form. In the event that a representation is violated, or any attempt to
transfer an ERISA-Restricted Certificate to a plan or arrangement or person using a plan's or
arrangement's assets is attempted without the delivery to the Trust Administrator of the Opinion of
Counsel described above, the attempted transfer or acquisition of this certificate shall be void and of
no effect.
Reference is hereby made to the further provisions of this Certificate set forth following the
signature page hereof, which further provisions shall for all purposes have the same effect as if set
forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any
purpose unless manually countersigned by an authorized signatory of the Trust Administrator.
On any Distribution Date on which the Stated Principal Balance of Mortgage Loans in such Loan
Groups as are specified in the Agreement are less than those percentages set forth in the Agreement, all
remaining Mortgage Loans in such Loan Groups and all property acquired in respect of such Mortgage Loans
may be purchased as provided in the Agreement. In the event that no such purchase occurs, the
obligations and responsibilities created by the Agreement will terminate upon the later of the maturity
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property in respect thereof and the distribution to
Certificateholders of all amounts required to be distributed pursuant to the Agreement. In no event,
however, will the trust created by the Agreement continue beyond the earlier of (i) the expiration of 21
years from the death of the last survivor of the descendants living at the date of the Agreement of a
certain person named in the Agreement or (ii) the Distribution Date following the third anniversary of
the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the
related Cut-off Date. Any term used herein that is defined in the Agreement shall have the meaning
assigned in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
E-4
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be duly executed.
Dated: _______________________
XXXXX FARGO BANK, N.A.
as Trust Administrator
By _________________________________
Countersigned:
By ___________________________
Authorized Signatory of
XXXXX FARGO BANK, N.A.
as Trust Administrator
E-5
EXHIBIT F
FORM OF CLASS [__]-X CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP OF A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS DESCRIBED IN THE
AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"). ANY
RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF THE AGREEMENT REFERRED TO HEREIN.
PURSUANT TO SECTION 6.02(f) OF THE AGREEMENT, NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE
TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR (I) A REPRESENTATION LETTER TO THE
EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THE CODE OR A PERSON
USING THE ASSETS OF SUCH A PLAN OR ARRANGEMENT, OR (II) IF THE PURCHASER IS AN INSURANCE COMPANY AND THE
CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN OR (III) AN OPINION OF COUNSEL IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. IN THE EVENT THE REPRESENTATIONS REFERRED TO
IN THE PRECEDING SENTENCE ARE NOT FURNISHED, SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO
THE TRUST ADMINISTRATOR BY THE TRANSFEREE'S ACCEPTANCE OF THIS CERTIFICATE, OR BY ANY BENEFICIAL OWNER
WHO PURCHASES AN INTEREST IN THIS CERTIFICATE IF SUCH CERTIFICATE IS A BOOK-ENTRY CERTIFICATE. IN THE
EVENT THAT A REPRESENTATION IS VIOLATED, OR ANY ATTEMPT TO TRANSFER THIS CERTIFICATE TO A PLAN OR
ARRANGEMENT OR PERSON ACTING ON BEHALF OF A PLAN OR USING A PLAN'S OR ARRANGEMENT'S ASSETS IS ATTEMPTED
WITHOUT THE DELIVERY TO THE TRUSTEE OF THE OPINION OF COUNSEL DESCRIBED ABOVE, THE ATTEMPTED TRANSFER OR
ACQUISITION OF THIS CERTIFICATE SHALL BE VOID AND OF NO EFFECT.
THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY DISTRIBUTIONS IN RESPECT OF
PRINCIPAL.
F-1
Certificate No. : 1
Cut-off Date : _______________
First Distribution Date : _______________
Initial Notional Amount of this
Certificate ("Denomination") : _______________
Initial Class Notional Amount of
all Certificates of this Class : _______________
Percentage Interest : 100%
CUSIP : _______________
Pass-Through Rate : N/A
Maturity Date : _______________
F-2
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
[Name of Series Trust],
Adjustable Rate Mortgage-Backed Pass-Through Certificates, [Series Name]
Class [__]-X
evidencing a 100% Percentage Interest in the distributions allocable to the Class
[__]-X Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable rate conventional mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties.
Credit Suisse First Boston Mortgage Securities Corp., as Depositor
This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed
by the Depositor, the Seller, the Master Servicer, the Servicers, the Special Servicer, the Modification
Oversight Agent, the Trustee or the Trust Administrator referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality.
This certifies that [_____________________________________________], is the registered owner of
the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this
Certificate by the aggregate of the denominations of all Certificates of the Class to which this
Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily
of the Mortgage Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the
"Depositor"). The Trust Fund was created pursuant to a Series Supplement dated as of the Cut-off Date
specified above and the Standard Terms of Pooling and Servicing Agreement dated February 1, 2007
(collectively, the "Agreement") by and among the Depositor, the Seller(s), the Master Servicer, the Trust
Administrator, the Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers
that are party to the Series Supplement. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
No transfer of this Certificate shall be made unless such transfer is made pursuant to an
effective registration statement under the Securities Act and any applicable state securities laws or is
exempt from the registration requirements under said Act and such laws. In the event that a transfer is
to be made in reliance upon an exemption from the Securities Act and such laws, in order to assure
compliance with the Securities Act and such laws, the Certificateholder desiring to effect such transfer
and such Certificateholder's prospective transferee shall each certify to the Trust Administrator in
writing the facts surrounding the transfer and (i) deliver a letter in substantially the form of either
Exhibit L and either (A) Exhibit M 1, provided that all of the Certificates of the Class shall be
transferred to one investor or the Depositor otherwise consents to such transfer, or (B) Exhibit M 2 or
(ii) there shall be delivered to the Trust Administrator at the expense of the transferor an Opinion of
Counsel that such transfer may be made pursuant to an exemption from the Securities Act. The Holder
hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the
Trust Administrator and the Depositor against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws.
Pursuant to the Agreement, no transfer of an ERISA-Restricted Certificate shall be made unless
the Trust Administrator shall have received either (i) a representation letter from the transferee of
such ERISA-Restricted Certificate, acceptable to and in form and substance satisfactory to the Trust
Administrator, to the effect that such transferee is not an employee benefit plan or arrangement subject
F-3
to Section 406 of ERISA or Section 4975 of the Code, or a person using the assets of any such plan or
arrangement which representation letter shall not be an expense of the Trustee, the Trust Administrator
or the Trust Fund, (ii) if the purchaser is an insurance company and the ERISA-Restricted Certificate
has been the subject of an ERISA-Qualifying Underwriting, a representation that the purchaser is an
insurance company which is purchasing such Certificates with funds contained in an "insurance company
general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption
95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificate are covered under Sections I
and III of PTCE 95-60 or (iii) in the case of any such ERISA-Restricted Certificate presented for
registration in the name of an employee benefit plan subject to Section 406 of ERISA or Section 4975 of
the Code (or comparable provisions of any subsequent enactments), or a person using such plan's or
arrangement's assets, an Opinion of Counsel satisfactory to the Trust Administrator to the effect that
the purchase or holding of such Certificate will not result in prohibited transactions under Section 406
of ERISA and/or Section 4975 of the Code and will not subject the Depositor, the Trustee, the Trust
Administrator, the Master Servicer or any other Servicer to any obligation in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense of such parties or the
Trust Fund. In the event the representations referred to in the preceding sentence are not furnished,
such representation shall be deemed to have been made to the Trust Administrator by the transferee's
acceptance of an ERISA-Restricted Certificate or by any beneficial owner who purchases an interest in
this certificate in book-entry form. In the event that a representation is violated, or any attempt to
transfer an ERISA-Restricted Certificate to a plan or arrangement or person using a plan's or
arrangement's assets is attempted without the delivery to the Trust Administrator of the Opinion of
Counsel described above, the attempted transfer or acquisition of this certificate shall be void and of
no effect.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at this
place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any
purpose unless manually countersigned by an authorized signatory of the Trust Administrator.
On any Distribution Date on which the Stated Principal Balance of Mortgage Loans in such Loan
Groups as are specified in the Agreement are less than those percentages set forth in the Agreement, all
remaining Mortgage Loans in such Loan Groups and all property acquired in respect of such Mortgage Loans
may be purchased as provided in the Agreement. In the event that no such purchase occurs, the
obligations and responsibilities created by the Agreement will terminate upon the later of the maturity
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property in respect thereof and the distribution to
Certificateholders of all amounts required to be distributed pursuant to the Agreement. In no event,
however, will the trust created by the Agreement continue beyond the earlier of (i) the expiration of 21
years from the death of the last survivor of the descendants living at the date of the Agreement of a
certain person named in the Agreement or (ii) the Distribution Date following the third anniversary of
the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the
related Cut-off Date. Any term used herein that is defined in the Agreement shall have the meaning
assigned in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
F-4
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be duly executed.
Dated: __________________
XXXXX FARGO BANK, N.A.
as Trust Administrator
By________________________________
Countersigned:
By ___________________________
Authorized Signatory of
XXXXX FARGO BANK, N.A.
as Trust Administrator
F-5
EXHIBIT G
FORM OF REVERSE OF CERTIFICATES
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
[Name of Series Trust],
Adjustable Rate Mortgage-Backed Pass-Through Certificates, [Series Name]
Class [__]-[__]-[__]
This Certificate is one of a duly authorized issue of Certificates designated as Credit Suisse
First Boston Mortgage Securities Corp., Adjustable Rate Mortgage-Backed Pass-Through Certificates,
[Series Name], of the Series specified on the face hereof (herein collectively called the
"Certificates"), and representing a beneficial ownership interest in the Trust Fund created by the
Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely
to the funds on deposit in the Certificate Account for payment hereunder and that neither the Trustee
nor the Trust Administrator is liable to the Certificateholders for any amount payable under this
Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability
under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the
Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced thereby, and the rights, duties and immunities of the Trustee and the Trust Administrator.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each
month, or, if such 25th day is not a Business Day, the Business Day immediately following (the
"Distribution Date"), commencing on the first Distribution Date specified on the face hereof, to the
Person in whose name this Certificate is registered at the close of business on the applicable Record
Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the
amount required to be distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement. The Record Date applicable to each
Distribution Date is (1) with respect to all Certificates other than the LIBOR Certificates that are
Book-Entry Certificates on such Distribution Date, the close of business on the last day of the calendar
month preceding the month in which such Distribution Date occurs and (2) with respect to the LIBOR
Certificates that are Book-Entry Certificates on such Distribution Date, the close of business on the
Business Day immediately preceding such Distribution Date.
Distributions on this Certificate shall be made by wire transfer of immediately available funds
to the account of the Holder hereof at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have so notified the Trust Administrator in writing at least five Business
Days prior to the related Record Date and such Certificateholder shall satisfy the conditions to receive
such form of payment set forth in the Agreement, or, if not, by check mailed by first class mail to the
address of such Certificateholder appearing in the Certificate Register. The final distribution on each
Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at
the Corporate Trust Office or such other location specified in the notice to Certificateholders of such
final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the
modification of the rights and obligations of the Trustee, the Trust Administrator and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Servicers,
the Special Servicer, the Modification Oversight Agent, the Seller, the Trustee and the Trust
Administrator with the consent of the Holders of Certificates affected by such amendment evidencing the
G-1
requisite Percentage Interest, as provided in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer
of this Certificate is registrable in the Certificate Register of the Trust Administrator upon surrender
of this Certificate for registration of transfer at the Corporate Trust Office or the office or agency
maintained by the Trust Administrator in New York, New York, accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate Registrar duly executed by
the holder hereof or such holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust Fund will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations
specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set
forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trust
Administrator may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
The Depositor, each Servicer, the Master Servicer, the Seller, the Trustee and the Trust
Administrator and any agent of the Depositor, each Servicer, the Master Servicer, the Seller, the
Trustee or the Trust Administrator may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicers, the Master Servicer, the
Seller, the Trustee, the Trust Administrator or any such agent shall be affected by any notice to the
contrary.
On any Distribution Date on which the Stated Principal Balance of Mortgage Loans in such Loan
Groups as are specified in the Agreement are less than those percentages set forth in the Agreement, all
remaining Mortgage Loans in such Loan Groups and all property acquired in respect of such Mortgage Loans
may be purchased as provided in the Agreement. In the event that no such purchase occurs, the
obligations and responsibilities created by the Agreement will terminate upon the later of the maturity
or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property in respect thereof and the distribution to
Certificateholders of all amounts required to be distributed pursuant to the Agreement. In no event,
however, will the trust created by the Agreement continue beyond the earlier of (i) the expiration of 21
years from the death of the last survivor of the descendants living at the date of the Agreement of a
certain person named in the Agreement or (ii) the Distribution Date following the third anniversary of
the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the
related Cut-off Date. Any term used herein that is defined in the Agreement shall have the meaning
assigned in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
G-2
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
___________________________________________________________________________________________
___________________________________________________________________________________________
___________________________________________________________________________________________
___________________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of
registration of such Percentage Interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Trust Administrator to issue a new Certificate of a like denomination and
Class, to the above named assignee and deliver such Certificate to the following address:
___________________________________________________________________________________________
Dated:
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to_____________
_________________________________________________________________________________________________________,
for the account of_______________________________________________________________________________________,
account number ____________, or, if mailed by check, to___________________________________________________
__________________________________________________________________________________________________________
__________________________________________________________________________________________________________
Applicable statements should be mailed to_________________________________________________________________
__________________________________________________________________________________________________________
__________________________________________________________________________________________________________
This information is provided by, the assignee named above, or, as its agent.
G-3
EXHIBIT H-1
FORM OF SERVICER INFORMATION
The following information will be emailed to the Master Servicer by each Servicer and to the Trust
Administrator by the Master Servicer:
-------------------------------------------------------------------------- ----------- ----------------------------------- -------
Standard File Layout - Master Servicing
-------------------------------------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
Column Name Description Decimal Format Comment Max
Size
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------------------- ----------------------------------- -------
SER_INVESTOR_NBR A value assigned by the Servicer to define a group of Text up to 10 digits 20
loans.
------------------------------ ------------------------------------------------------- ----------------------------------- -------
------------------------------ ------------------------------------------------------- ----------------------------------- -------
LOAN_NBR A unique identifier assigned to each loan by the Text up to 10 digits 10
investor.
------------------------------ ------------------------------------------------------- ----------------------------------- -------
------------------------------ ------------------------------------------------------- ----------------------------------- -------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer. Text up to 10 digits 10
This may be different than the LOAN_NBR.
------------------------------ ------------------------------------------------------- ----------------------------------- -------
------------------------------ ------------------------------------------------------- ----------------------------------- -------
BORROWER_NAME The borrower name as received in the file. It is not Maximum length of 30 (Last, First) 30
separated by first and last name.
------------------------------ ------------------------------------------------------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
SCHED_PAY_AMT Scheduled monthly principal and scheduled 2 No commas(,) or dollar signs ($) 11
interest payment that a borrower is
expected to pay, P&I constant.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
NOTE_INT_RATE The loan interest rate as reported by the 4 Max length of 6 6
Servicer.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
NET_INT_RATE The loan gross interest rate less the 4 Max length of 6 6
service fee rate as reported by the
Servicer.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
SERV_FEE_RATE The servicer's fee rate for a loan as 4 Max length of 6 6
reported by the Servicer.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
SERV_FEE_AMT The servicer's fee amount for a loan as 2 No commas(,) or dollar signs ($) 11
reported by the Servicer.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
NEW_PAY_AMT The new loan payment amount as reported 2 No commas(,) or dollar signs ($) 11
by the Servicer.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
NEW_LOAN_RATE The new loan rate as reported by the 4 Max length of 6 6
Servicer.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
ARM_INDEX_RATE The index the Servicer is using to 4 Max length of 6 6
calculate a forecasted rate.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
ACTL_BEG_PRIN_BAL The borrower's actual principal balance 2 No commas(,) or dollar signs ($) 11
at the beginning of the processing cycle.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
ACTL_END_PRIN_BAL The borrower's actual principal balance 2 No commas(,) or dollar signs ($) 11
at the end of the processing cycle.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------------------- ----------------------------------- -------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that the MM/DD/YYYY 10
borrower's next payment is due to the Servicer, as
reported by Servicer.
------------------------------ ------------------------------------------------------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
SERV_CURT_AMT_1 The first curtailment amount to be 2 No commas(,) or dollar signs ($) 11
applied.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------------------- ----------------------------------- -------
SERV_CURT_DATE_1 The curtailment date associated with the first MM/DD/YYYY 10
curtailment amount.
------------------------------ ------------------------------------------------------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or dollar signs ($) 11
curtailment amount, if applicable.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
SERV_CURT_AMT_2 The second curtailment amount to be 2 No commas(,) or dollar signs ($) 11
applied.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------------------- ----------------------------------- -------
SERV_CURT_DATE_2 The curtailment date associated with the second MM/DD/YYYY 10
curtailment amount.
------------------------------ ------------------------------------------------------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or dollar signs ($) 11
curtailment amount, if applicable.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
SERV_CURT_AMT_3 The third curtailment amount to be 2 No commas(,) or dollar signs ($) 11
applied.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------------------- ----------------------------------- -------
SERV_CURT_DATE_3 The curtailment date associated with the third MM/DD/YYYY 10
curtailment amount.
------------------------------ ------------------------------------------------------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or dollar signs ($) 11
curtailment amount, if applicable.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
PIF_AMT The loan "paid in full" amount as 2 No commas(,) or dollar signs ($) 11
reported by the Servicer.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------------------- ----------------------------------- -------
PIF_DATE The paid in full date as reported by the Servicer. MM/DD/YYYY 10
------------------------------ ------------------------------------------------------- ----------------------------------- -------
Action Code Key: 15=Bankruptcy, 2
30=Foreclosure, , 60=PIF,
63=Substitution, 65=Repurchase,
70=REO
------------------------------ ---------------------------------------------------------------------------------------------------
ACTION_CODE The standard FNMA numeric code used to indicate the default/delinquent status of a particular
loan.
------------------------------ ---------------------------------------------------------------------------------------------------
H-1-1
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or dollar signs ($) 11
reported by the Servicer.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, 2 No commas(,) or dollar signs ($) 11
if applicable.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if 2 No commas(,) or dollar signs ($) 11
applicable.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
LOAN_LOSS_AMT The amount the Servicer is passing as a 2 No commas(,) or dollar signs ($) 11
loss, if applicable.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal 2 No commas(,) or dollar signs ($) 11
amount due at the beginning of the cycle
date to be passed through to investors.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
SCHED_END_PRIN_BAL The scheduled principal balance due to 2 No commas(,) or dollar signs ($) 11
investors at the end of a processing
cycle.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
SCHED_PRIN_AMT The scheduled principal amount as 2 No commas(,) or dollar signs ($) 11
reported by the Servicer for the current
cycle -- only applicable for
Scheduled/Scheduled Loans.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
SCHED_NET_INT The scheduled gross interest amount less 2 No commas(,) or dollar signs ($) 11
the service fee amount for the current
cycle as reported by the Servicer -- only
applicable for Scheduled/Scheduled Loans.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
ACTL_PRIN_AMT The actual principal amount collected by 2 No commas(,) or dollar signs ($) 11
the Servicer for the current reporting
cycle -- only applicable for
Actual/Actual Loans.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
ACTL_NET_INT The actual gross interest amount less the 2 No commas(,) or dollar signs ($) 11
service fee amount for the current
reporting cycle as reported by the
Servicer -- only applicable for
Actual/Actual Loans.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
PREPAY_PENALTY_ AMT The penalty amount received when a 2 No commas(,) or dollar signs ($) 11
borrower prepays on his loan as reported
by the Servicer.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the 2 No commas(,) or dollar signs ($) 11
loan waived by the servicer.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------------------- ----------------------------------- -------
MOD_DATE The Effective Payment Date of the Modification for MM/DD/YYYY 10
the loan.
------------------------------ ------------------------------------------------------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
MOD_TYPE The Modification Type. Varchar - value can be alpha or 30
numeric
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and 2 No commas(,) or dollar signs ($) 11
interest advances made by Servicer.
------------------------------ ------------------------------------------- ----------- ----------------------------------- -------
X-0-0
XXXXXXX X-0
REPORTING DATA FOR DEFAULTED LOANS
--------------------------------------- ---------------------------------------------------- ---------- --------------
Column/Header Name Description Decimal Format
Comment
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the
Servicer. This may be different than the LOAN_NBR
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
LOAN_NBR A unique identifier assigned to each loan by the
originator.
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
CLIENT_NBR Servicer Client Number
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
SERV_INVESTOR_NBR Contains a unique number as assigned by an
external servicer to identify a group of loans in
their system.
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
BORROWER_FIRST_NAME First Name of the Borrower.
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
BORROWER_LAST_NAME Last name of the borrower.
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
XXXX_XXXXXXX Xxxxxx Name and Number of Property
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
PROP_STATE The state where the property located.
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
PROP_ZIP Zip code where the property is located.
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due MM/DD/YYYY
to the servicer at the end of processing cycle, as
reported by Servicer.
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to the
bankruptcy filing.
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been MM/DD/YYYY
approved by the courts
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. MM/DD/YYYY
Either by Dismissal, Discharged and/or a Motion
For Relief Was Granted.
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The MM/DD/YYYY
Servicer
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan
Such As;
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To MM/DD/YYYY
End/Close
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer MM/DD/YYYY
with instructions to begin foreclosure proceedings.
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue MM/DD/YYYY
Foreclosure
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a MM/DD/YYYY
Foreclosure Action
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected MM/DD/YYYY
to occur.
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure 2 No commas(,)
sale. or dollar
signs ($)
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the MM/DD/YYYY
property from the borrower.
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
LIST_DATE The date an REO property is listed at a particular MM/DD/YYYY
price.
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,)
or dollar
signs ($)
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
OFFER_DATE_TIME The date an offer is received by DA Admin or by MM/DD/YYYY
the Servicer.
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
REO_CLOSING_DATE The date the REO sale of the property is scheduled MM/DD/YYYY
to close.
--------------------------------------- ---------------------------------------------------- ---------- --------------
H-2-1
--------------------------------------- ---------------------------------------------------- ---------- --------------
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
OCCUPANT_CODE Classification of how the property is occupied.
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
PROP_CONDITION_CODE A code that indicates the condition of the
property.
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
CURR_PROP_VAL The current "as is" value of the property based 2
on brokers price opinion or appraisal.
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
REPAIRED_PROP_VAL The amount the property would be worth if repairs 2
are completed pursuant to a broker's price opinion
or appraisal.
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
If applicable:
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
DELINQ_REASON_CODE The circumstances which caused a borrower to stop
paying on a loan. Code indicates the reason why
the loan is in default for this cycle.
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With MM/DD/YYYY
Mortgage Insurance Company.
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,)
or dollar
signs ($)
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim MM/DD/YYYY
Payment
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,)
or dollar
signs ($)
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By MM/DD/YYYY
The Pool Insurer
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,)
or dollar
signs ($)
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,)
or dollar
signs ($)
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,)
or dollar
signs ($)
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,)
or dollar
signs ($)
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
--------------------------------------- ---------------------------------------------------- ---------- --------------
--------------------------------------- ---------------------------------------------------- ---------- --------------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
--------------------------------------- ---------------------------------------------------- ---------- --------------
H-2-2
Standard File Codes - Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o ASUM- Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale
o SS- Short Sale
o MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they
are consistent with industry standards. If Loss Mitigation Types other than those above are used, the
Servicer must supply Xxxxx Fargo Bank with a description of each of the Loss Mitigation Types prior to
sending the file.
The Occupant Code field should show the current status of the property code as follows:
o Mortgagor
o Tenant
o Unknown
o Vacant
The Property Condition field should show the last reported condition of the property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown
H-2-3
EXHIBIT H-3
FORM OF REALIZED LOSS CALCULATION
Calculation of Realized Loss/Gain Form 332- Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and all credits as separate
line items. Claim packages are due on the remittance report date. Late submissions may result
in claims not being passed until the following month. The Servicer is responsible to remit all
funds pending loss approval and /or resolution of any disputed items.
The numbers on the 332 form correspond with the numbers listed below.
Liquidation and Acquisition Expenses:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an
Amortization Schedule from date of default through liquidation breaking out the net
interest and servicing fees advanced is required.
2. The Total Interest Due less the aggregate amount of servicing fee that would have been
earned if all delinquent payments had been made as agreed. For documentation, an
Amortization Schedule from date of default through liquidation breaking out the net
interest and servicing fees advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan
as calculated on a monthly basis. For documentation, an Amortization Schedule from date
of default through liquidation breaking out the net interest and servicing fees
advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form - breakdown required
showing period of coverage, base tax, interest, penalty. Advances prior to default
require evidence of servicer efforts to recover advances.
* For escrow advances - complete payment history (to calculate advances from last
positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and WFB's approved
Servicing Officer Certification
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and
Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
H-3-1
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b)
for Part B/Supplemental proceeds.
Total Realized Loss (or Amount of Any Gain)
23. The total derived from subtracting line 22 from 13. If the amount represents a
realized gain, show the amount in parenthesis ( ).
H-3-2
Prepared by: __________________ Date: _______________
Phone: ______________________ Email Address:_____________________
____________________________________________________________________________________________________________________________
Servicer Loan No. Servicer Name Servicer Address
____________________________________________________________________________________________________________________________
XXXXX FARGO BANK, N.A. Loan No._____________________________
Borrower's Name: _________________________________________________________
Property Address: _________________________________________________________
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge
Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If "Yes", provide deficiency or cramdown amount _______________________________________________
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan $ ______________ (1)
(2) Interest accrued at Net Rate ________________(2)
(3) Accrued Servicing Fees ________________(3)
(4) Attorney's Fees ________________(4)
(5) Taxes (see page 2) ________________(5)
(6) Property Maintenance ________________ (6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________(7)
(8) Utility Expenses ________________(8)
(9) Appraisal/BPO ________________(9)
(10) Property Inspections ________________(10)
(11) FC Costs/Other Legal Expenses ________________(11)
(12) Other (itemize) ________________(12)
Cash for Keys__________________________ ________________(12)
HOA/Condo Fees_______________________ ________________(12)
______________________________________ ________________(12)
Total Expenses $ _______________(13)
Credits:
(14) Escrow Balance $ _______________(14)
(15) HIP Refund ________________ (15)
(16) Rental Receipts ________________ (16)
H-3-3
(17) Hazard Loss Proceeds ________________ (17)
(18) Primary Mortgage Insurance / Gov't Insurance ________________ (18a)
HUD Part A
________________ (18b) HUD Part B
(19) Pool Insurance Proceeds ________________ (19)
(20) Proceeds from Sale of Acquired Property ________________ (20)
(21) Other (itemize) ________________ (21)
_________________________________________ ________________ (21)
Total Credits $________________(22)
Total Realized Loss (or Amount of Gain) $________________(23)
H-3-4
Escrow Disbursement Detail
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
Type Date Paid Period of Total Paid Base Amount Penalties Interest
(Tax /Ins.) Coverage
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
H-3-5
EXHIBIT I
FORM OF TRUST RECEIPT AND INITIAL CERTIFICATION
[_________________, 200_]
U.S. Bank National Association
as Trustee for the
[Name of Series Trust]
Corporate Trust Services/Structured Finance
60 Xxxxxxxxxx Avenue, EP MN WS3D
Xx. Xxxx, Xxxxxxxxx 00000
Xxxxx Fargo Bank, N.A.,
as Trust Administrator and Master Servicer for the
[Name of Series Trust]
0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, XX 00000
Credit Suisse First Boston Mortgage Securities Corp.
00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
Re: Custodial Agreement, dated as of [Cut-off Date of Series], among U.S. Bank National
Association, as Trustee, Xxxxx Fargo Bank, N.A., as Trust Administrator, and
[_______________], as Custodian.
Ladies and Gentlemen:
In accordance with the provisions of Section 4 of the above-referenced Custodial Agreement, the
undersigned, as the Custodian, hereby certifies as to each Mortgage Loan in the Mortgage Loan Schedule
that (i) it has received the original Mortgage Note and Assignment of Mortgage with respect to each
Mortgage Loan identified on the Mortgage Loan Schedule attached hereto and (ii) such Mortgage Note has
been reviewed by it and appears regular on its face and relates to such Mortgage Loan. The Custodian
makes no representations as to (i) the validity, legality, enforceability, sufficiency, due
authorization or genuineness of any of the documents contained in each Custodial File or of any of the
Mortgage Loans or (ii) the collectability, insurability, effectiveness or suitability of any such
Mortgage Loan.
The Custodian hereby confirms that it is holding each such Mortgage Note, Assignment of
Mortgage and Assignment of Note as agent and bailee of, and custodian for the exclusive use and benefit,
and subject to the sole direction, of the Trustee pursuant to the terms and conditions of the Custodial
Agreement.
This Trust Receipt and Initial Certification is not divisible or negotiable.
The Custodian will accept and act on instructions with respect to the Mortgage Loans subject
hereto upon surrender of this Trust Receipt and Initial Certification at its office at [CUSTODIAN
ADDRESS], Attention: Document Custodian.
I-1
Capitalized terms used herein shall have the meaning ascribed to them in the Custodial
Agreement.
[_______________________________],
as Custodian
By:_______________________________
Name:
Title:
I-2
EXHIBIT J
FORM OF TRUST RECEIPT AND FINAL CERTIFICATION
[date]
U.S. Bank National Association
as Trustee for the
[Name of Series Trust]
Corporate Trust Services/Structured Finance
60 Xxxxxxxxxx Avenue, EP MN WS3D
Xx. Xxxx, Xxxxxxxxx 00000
Xxxxx Fargo Bank, N.A.,
as Trust Administrator and Master Servicer for the
[Name of Series Trust]
0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, XX 00000
Credit Suisse First Boston Mortgage Securities Corp.
00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
Re: Custodial Agreement, dated as of [Cut-off Date of Series], among U.S. Bank National
Association, as Trustee, Xxxxx Fargo Bank, N.A., as Trust Administrator, and
[____________________], as Custodian
Ladies and Gentlemen:
In accordance with the provisions of Section [5][6] of the above-referenced Custodial
Agreement, the undersigned, as the Custodian, hereby certifies that as to each Mortgage Loan listed on
the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan listed on the
attachment hereto) it has reviewed the Custodial Files and has determined that (i) all documents
required to be delivered to it pursuant to Sections 2(i)-(ix) of the Custodial Agreement are in its
possession; (ii) such documents have been reviewed by it and appear regular on their face and related to
such Mortgage Loan; (iii) all Assignments of Mortgage or intervening assignments of mortgage, as
applicable, have been submitted for recording in the jurisdictions in which recording is necessary; and
(iv) each Mortgage Note has been endorsed as provided in Section 2(ii) of the Custodial Agreement and
each Mortgage has been assigned in accordance with Section 2(vi) of the Custodial Agreement. The
Custodian makes no representations as to (i) the validity, legality, enforceability, sufficiency, due
authorization or genuineness of any of the documents contained in each Custodial File or of any of the
Mortgage Loans or (ii) the collectability, insurability, effectiveness or suitability of any such
Mortgage Loan.
The Custodian hereby confirms that it is holding each such Custodial File as agent and bailee
of, and custodian for the exclusive use and benefit, and subject to the sole direction, of Trustee
pursuant to the terms and conditions of the Custodial Agreement.
J-1
This Trust Receipt and Final Certification is not divisible or negotiable.
The Custodian will accept and act on instructions with respect to the Mortgage Loans subject
hereto upon surrender of this Trust Receipt and Initial Certification at its office at [CUSTODIAN
ADDRESS], Attention: Document Custodian.
Capitalized terms used herein shall have the meaning ascribed to them in the Custodial
Agreement.
[_______________________________],
as Custodian
By: ______________________________
Name:
Title:
J-2
EXHIBIT K
FORM OF REQUEST FOR RELEASE
[date]
To: [Custodian]
In connection with the administration of the Mortgage Loans held by you as Custodian
on behalf of the Trustee under the Series Supplement dated as of ___________________ and the Standard
Terms of Pooling and Servicing Agreement dated February 1, 2007 (collectively, the "Agreement") by and
among the Depositor, the Seller(s), the Master Servicer, the Trust Administrator, the Special Servicer,
the Modification Oversight Agent, the Trustee and the Servicers that are party to the Series Supplement,
the undersigned hereby requests a release of the Mortgage File held by you as Custodian with respect to
the following described Mortgage Loan for the reason indicated below.
Mortgagor's Name:
Address:
Loan No.:
Reason for requesting file:
____ 1. Mortgage Loan paid in full.
(The Servicer hereby certifies that all amounts received in connection with the Mortgage Loan
have been or will be credited to the Certificate Account pursuant to the Agreement.)
____ 2. Mortgage Loan repurchased.(The Servicer hereby certifies that the Purchase Price has been
credited to the Certificate Account pursuant to the Agreement.)
____ 3. The Mortgage Loan is being foreclosed.
____ 4. Other. (Describe)
The undersigned acknowledges that the above Mortgage File will be held by the
undersigned in accordance with the provisions of the Agreement and will be returned, except if the
Mortgage Loan has been paid in full or repurchased (in which case the Mortgage File will be retained by
us permanently) when no longer required by us for such purpose.
K-1
Capitalized terms used herein shall have the meanings ascribed to them in the
Agreement.
[NAME OF SERVICER]
By: ________________________________________
Name:
Title:
K-2
EXHIBIT L
FORM OF TRANSFEROR CERTIFICATE
[date]
Credit Suisse First Boston Mortgage Securities Corp.
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
Xxxxx Fargo Bank, N.A.,
as Trust Administrator for the
[Name of Series Trust]
0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, XX 00000
Re: [__________________] Mortgage-Backed Pass-Through Certificates, Series 200_-__
Ladies and Gentlemen:
In connection with our disposition of the above Certificates we certify that (a) we
understand that the Certificates have not been registered under the Securities Act of 1933, as amended
(the "Act"), and are being disposed by us in a transaction that is exempt from the registration
requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy
any Certificates from, any person, or otherwise approached or negotiated with any person with respect
thereto, in a manner that would be deemed, or taken any other action which would result in, a violation
of Section 5 of the Act, (c) to the extent we are disposing of a Class AR Certificate, we have no
knowledge the Transferee is not a Permitted Transferee and (d) to the extent we are disposing of a
Certificate in reliance upon Regulation S under the Act, that such transfer has been effected pursuant
to and in accordance with Regulation S under the Act, and accordingly that:
(1) the offer of the Certificates was not made to a person in the United States;
[(2) at the time the buy order was originated, the transferee was outside the
United States or we and any person acting on our behalf reasonably believed
that the transferee was outside the United States;]*
[(2) the transaction was executed in, on or through the facilities of a
designated offshore securities market and neither us nor any person acting
on our behalf knows that the transaction was prearranged with a buyer in
the United States;]*
* Insert one of these two provisions.
(3) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and
(4) the transaction is not part of a plan or scheme to evade the registration
requirements of the Act.
Very truly yours,
______________________________________________
L-1
Print Name of Transferor
By: __________________________________________
Authorized Officer
K-2
EXHIBIT M-1
FORM OF INVESTMENT LETTER
[date]
Credit Suisse First Boston Mortgage Securities Corp.
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
Xxxxx Fargo Bank, N.A.,
as Trust Administrator for the
[Name of Series Trust]
0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, XX 00000
Re: [__________________] Mortgage-Backed Pass-Through Certificates, Series 200_-__
Ladies and Gentlemen:
In connection with our acquisition of the above Certificates we certify that (a) we
understand that the Certificates are not being registered under the Securities Act of 1933, as amended
(the "Act"), or any state securities laws and are being transferred to us in a transaction that is
exempt from the registration requirements of the Act and any such laws, (b) we are an "accredited
investor," as defined in Regulation D under the Act, and have such knowledge and experience in financial
and business matters that we are capable of evaluating the merits and risks of investments in the
Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Depositor
concerning the purchase of the Certificates and all matters relating thereto or any additional
information deemed necessary to our decision to purchase the Certificates, (d) either (i) we are not an
employee benefit plan or arrangement that is subject to the Employee Retirement Income Security Act of
1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we using the
assets of any such plan or arrangement, (ii) we are providing an Opinion of Counsel which establishes to
the reasonable satisfaction of the Trust Administrator that the purchase and holding of ERISA-Restricted
Certificates by, on behalf of or with "plan assets" of such plan or arrangement will not result in
non-exempt prohibited transactions under Section 406 of ERISA or Section 4975 of the Code, and will not
subject the Depositor, the Trustee, the Trust Administrator, the Master Servicer or any other Servicer
to any obligation in addition to those undertaken in this Agreement or (iii) if, in the case of
ERISA-Restricted Certificates that have been the subject of an ERISA-Qualifying Underwriting, we are an
insurance company, we are purchasing such Certificates with funds contained in an "insurance company
general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption
95-60 ("PTCE 95-60")) and our purchase and holding of such Certificates are covered under Sections I and
III of PTCE 95-60, (e) we are acquiring the Certificates for investment for our own account and not with
a view to any distribution of such Certificates (but without prejudice to our right at all times to sell
or otherwise dispose of the Certificates in accordance with clause (g) below), (f) we have not offered
or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise
approached or negotiated with any person with respect thereto, or taken any other action which would
result in a violation of Section 5 of the Act, and (g) we will not sell, transfer or otherwise dispose
of any Certificates unless (1) such sale, transfer or other disposition is made pursuant to an effective
registration statement under the Act or is exempt from such registration requirements, and if requested,
we will at our expense provide an opinion of counsel satisfactory to the addressees of this Certificate
M-1-1
that such sale, transfer or other disposition may be made pursuant to an exemption from the Act, (2) the
purchaser or transferee of such Certificate has executed and delivered to you a certificate to
substantially the same effect as this certificate, and (3) the purchaser or transferee has otherwise
complied with any conditions for transfer set forth in the Series Supplement dated as of
___________________ and the Standard Terms of Pooling and Servicing Agreement dated February 1, 2007
(collectively, the "Agreement") by and among the Depositor, the Seller(s), the Master Servicer, the Trust
Administrator, the Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers
that are party to the Series Supplement.
Very truly yours,
____________________________________________
Print Name of Transferor
By:_________________________________________
Authorized Officer
M-1-2
EXHIBIT M-2
FORM OF RULE 144A LETTER
[date]
Credit Suisse First Boston Mortgage Securities Corp.
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
Xxxxx Fargo Bank, N.A.,
as Trust Administrator for the
[Name of Series Trust]
0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, XX 00000
Re: [__________________] Mortgage-Backed Pass-Through Certificates, Series 200_-__
Ladies and Gentlemen:
In connection with our acquisition of the above Certificates we certify that (a) we
understand that the Certificates are not being registered under the Securities Act of 1933, as amended
(the "Act"), or any state securities laws and are being transferred to us in a transaction that is
exempt from the registration requirements of the Act and any such laws, (b) we have such knowledge and
experience in financial and business matters that we are capable of evaluating the merits and risks of
investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers
from the Depositor concerning the purchase of the Certificates and all matters relating thereto or any
additional information deemed necessary to our decision to purchase the Certificates, (d) either (i) we
are not an employee benefit plan or arrangement that is subject to the Employee Retirement Income
Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended, nor
are we using the assets of any such plan or arrangement, (ii) we are providing an Opinion of Counsel
which establishes to the reasonable satisfaction of the Trust Administrator that the purchase and
holding of ERISA-Restricted Certificates by, on behalf of or with "plan assets" of such plan will not
result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code,
and will not subject the Depositor, the Trustee, the Trust Administrator, the Master Servicer or any
other Servicer to any obligation in addition to those undertaken in this Agreement or (iii) if, in the
case of an ERISA-Restricted Certificates that have been the subject of an ERISA-Qualifying Underwriting,
we are an insurance company, we are purchasing such Certificates with funds contained in an "insurance
company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTCE 95-60")) and our purchase and holding of such Certificates are covered under
Sections I and III of PTCE 95-60, (e) we have not, nor has anyone acting on our behalf offered,
transferred, pledged, sold or otherwise disposed of the Certificates, any interest in the Certificates
or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Certificates, any interest in the Certificates or any other similar security from, or
otherwise approached or negotiated with respect to the Certificates, any interest in the Certificates or
any other similar security with, any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action, that would constitute a
distribution of the Certificates under the Act or that would render the disposition of the Certificates
a violation of Section 5 of the Act or require registration pursuant thereto, nor will act, nor has
authorized or will authorize any person to act, in such manner with respect to the Certificates, (f) we
M-2-1
are a "qualified institutional buyer" as that term is defined in Rule 144A under the Act ("Rule 144A")
and have completed either of the forms of certification to that effect attached hereto as Annex 1 or
Annex 2, (g) we are aware that the sale to us is being made in reliance on Rule 144A, and (i) we are
acquiring the Certificates for our own account or for resale pursuant to Rule 144A and further,
understand that such Certificates may be resold, pledged or transferred only (A) to a person reasonably
believed to be a qualified institutional buyer that purchases for its own account or for the account of
a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being
made in reliance on Rule 144A, or (B) pursuant to another exemption from registration under the Act.
Very truly yours,
____________________________________________
Print Name of Transferor
By:_________________________________________
Authorized Officer
M-2-2
EXHIBIT M-3
FORM OF REGULATION S LETTER
Credit Suisse First Boston Mortgage Securities Corp.
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
Xxxxx Fargo Bank, N.A.,
as Trust Administrator for the
[Name of Series Trust]
0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, XX 00000
Re: [__________________] Mortgage-Backed Pass-Through Certificates,
Series 200 - (the "Certificates")
Ladies and Gentlemen:
In connection with our acquisition of the above Certificates we certify that (a) we
understand that the Certificates are not being registered under the Securities Act of 1933, as amended
(the "Act"), or any state securities laws and are being transferred to us in a transaction that is
exempt from the registration requirements of the Act and any such laws, (b) we have such knowledge and
experience in financial and business matters that we are capable of evaluating the merits and risks of
investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers
from the Depositor concerning the purchase of the Certificates and all matters relating thereto or any
additional information deemed necessary to our decision to purchase the Certificates, (d) either (i) we
are not an employee benefit plan or arrangement that is subject to the Employee Retirement Income
Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended, nor
are we using the assets of any such plan or arrangement, (ii) we are providing an Opinion of Counsel
which establishes to the reasonable satisfaction of the Trust Administrator that the purchase and
holding of ERISA-Restricted Certificates by, on behalf of or with "plan assets" of such plan will not
result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code,
and will not subject the Depositor, the Trustee, the Trust Administrator, the Master Servicer or any
other Servicer to any obligation in addition to those undertaken in this Agreement or (iii) if, in the
case of an ERISA-Restricted Certificates that have been the subject of an ERISA-Qualifying Underwriting,
we are an insurance company, we are purchasing such Certificates with funds contained in an "insurance
company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTCE 95-60")) and our purchase and holding of such Certificates are covered under
Sections I and III of PTCE 95-60, (e) we have not, nor has anyone acting on our behalf offered,
transferred, pledged, sold or otherwise disposed of the Certificates, any interest in the Certificates
or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Certificates, any interest in the Certificates or any other similar security from, or
otherwise approached or negotiated with respect to the Certificates, any interest in the Certificates or
any other similar security with, any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action, that would constitute a
distribution of the Certificates under the Act or that would render the disposition of the Certificates
a violation of Section 5 of the Act or require registration pursuant thereto, nor will act, nor has
authorized or will authorize any person to act, in such manner with respect to the Certificates, (f) we
are not a "U.S. person" within the meaning of Regulation S under the Act (a "Non-U.S. Person"), (g) we
M-3-1
are aware that the sale to us is being made in reliance on Regulation S, and (h) we are acquiring the
Certificates for our own account or for resale pursuant to Regulation S under the Act and further,
understand that such Certificates may be resold, pledged or transferred only (A) to a person reasonably
believed to be a qualified institutional buyer that purchases for its own account or for the account of
a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being
made in reliance on Rule 144A, (B) to a Non-U.S. Person in accordance with Regulation S under the Act or
(C) pursuant to another exemption from registration under the Act.
Very truly yours,
[Print Name of Transferee]
By:________________________________
Name:
Title:
M-3-2
EXHIBIT N
FORM OF TRANSFEREE AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] or [Name of Owner] (record or beneficial owner
(the "Owner") of the Class [AR/AR-L] Certificates (the "Class [AR/AR-L] Certificates")), a [savings
institution] [corporation] duly organized and existing under the laws of [the State of ]
[the United States], on behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified organization" as of
[date of transfer] within the meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as
amended (the "Code"), (ii) will endeavor to remain other than a disqualified organization for so long as
it retains its ownership interest in the Class [AR/AR-L] Certificates, and (iii) is acquiring the Class
[AR/AR-L] Certificates for its own account. A "Permitted Transferee" is any person other than a
"disqualified organization." (For this purpose, a "disqualified organization" means the United States,
any state or political subdivision thereof, any agency or instrumentality of any of the foregoing (other
than an instrumentality all of the activities of which are subject to tax and, except for the Federal
Home Loan Mortgage Corporation, a majority of whose board of directors is not selected by any such
governmental entity) or any foreign government, international organization or any agency or
instrumentality of such foreign government or organization, any rural electric or telephone cooperative,
or any organization (other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on transfers of
Class [AR/AR-L] Certificates to disqualified organizations under the Code; (ii) that such tax would be
on the transferor, or, if such transfer is through an agent (which person includes a broker, nominee or
middleman) for a non-Permitted Transferee, on the agent; (iii) that the person otherwise liable for the
tax shall be relieved of liability for the tax if the transferee furnishes to such person an affidavit
that the transferee is a Permitted Transferee and, at the time of transfer, such person does not have
actual knowledge that the affidavit is false; and (iv) that the Class [AR/AR-L] Certificates may be
"noneconomic residual interests" within the meaning of Treasury regulations promulgated pursuant to the
Code and that the transferor of a noneconomic residual interest will remain liable for any taxes due
with respect to the income on such residual interest, if a significant purpose of the transfer was to
enable the transferor to impede the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity" holding
Class [AR/AR-L] Certificates if at any time during the taxable year of the pass-through entity a
non-Permitted Transferee is the record holder of an interest in such entity. (For this purpose, a "pass
through entity" includes a regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)
5. That the Owner is aware that the Trust Administrator will not register the
Transfer of any Class [AR/AR-L] Certificates unless the transferee, or the transferee's agent, delivers
to it an affidavit and agreement, among other things, in substantially the same form as this affidavit
N-1
and agreement. The Owner expressly agrees that it will not consummate any such transfer if it knows or
believes that any of the representations contained in such affidavit and agreement are false.
6. That the Owner has reviewed the restrictions set forth on the face of the
Class [AR/AR-L] Certificates and the provisions of Section 6.02 of the Series Supplement dated as of
___________________ and the Standard Terms of Pooling and Servicing Agreement dated February 1, 2007
(collectively, the "Agreement") by and among the Depositor, the Seller(s), the Master Servicer, the Trust
Administrator, the Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers
that are party to the Series Supplement, under which the Class [AR/AR-L] Certificates were issued. The
Owner expressly agrees to be bound by and to comply with such restrictions and provisions.
7. That the Owner consents to any additional restrictions or arrangements that
shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure that
the Class [AR/AR-L] Certificates will only be owned, directly or indirectly, by an Owner that is a
Permitted Transferee.
8. That the Owner's Taxpayer Identification Number is ________________.
9. That the Owner is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, or an estate or trust whose income from sources without the United
States is includable in gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.
10. That no purpose of the Owner relating to the purchase of the Class [AR/AR-L]
Certificate by the Owner is or will be to impede the assessment or collection of tax.
11. That the Owner has no present knowledge or expectation that it will be unable
to pay any United States taxes owed by it so long as any of the Certificates remain outstanding.
12. That the Owner has no present knowledge or expectation that it will become
insolvent or subject to a bankruptcy proceeding for so long as any of the Certificates remain
outstanding.
13. That no purpose of the Owner relating to any sale of the Class [AR/AR-L]
Certificate by the Owner will be to impede the assessment or collection of tax.
14. The Owner hereby agrees to cooperate with the Trustee and to take any action
required of it by the Code or Treasury regulations thereunder (whether now or hereafter promulgated) in
order to create or maintain the REMIC status of the Trust Fund.
15. That the Owner is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or
any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan.
16. The Owner hereby agrees that it will not take any action that could endanger
the REMIC status of the Trust Fund or result in the imposition of tax on the Trust Fund unless counsel
for, or acceptable to, the Trustee and the Trust Administrator has provided an opinion that such action
will not result in the loss of such REMIC status or the imposition of such tax, as applicable.
N-2
17. The Owner has provided financial statements or other financial information
requested by the transferor in connection with the transfer of the Residual Certificates to permit the
transferor to assess the financial capability of the Owner to pay any such taxes.
IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on its behalf,
pursuant to the authority of its Board of Directors, by its [Title of Officer] and its corporate seal to
be hereunto attached, attested by its [Assistant] Secretary, this ____ day of ___________.
[NAME OF OWNER]
By:_____________________________________
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
___________________________________
[Assistant] Secretary
N-3
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 O
FORM OF TRANSFER CERTIFICATE
[date]
Credit Suisse First Boston Mortgage Securities Corp.
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
Xxxxx Fargo Bank, N.A.,
as Trust Administrator for the
[Name of Series Trust]
0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, XX 00000
Re: [_________________________] Mortgage Backed Pass Through Certificates, Series
200_ ___, Class AR (the "Certificates")
Ladies and Gentlemen:
This letter is delivered to you in connection with the sale by _________________ (the
"Seller") to ____________________________________ (the "Purchaser") of a _______% Percentage Interest in
the above referenced Certificates, pursuant to Section 6.02 of the Series Supplement dated as of
___________________ and the Standard Terms of Pooling and Servicing Agreement dated February 1, 2007
(collectively, the "Agreement") by and among the Depositor, the Seller(s), the Master Servicer, the Trust
Administrator, the Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers
that are party to the Series Supplement. All terms used herein and not otherwise defined shall have the
meanings set forth in the Agreement. The Seller hereby certifies, represents and warrants to, and
covenants with, the Depositor, the Trust Administrator and the Trustee that:
1. No purpose of the Seller relating to sale of the Certificate by the Seller to
the Purchaser is or will be to enable the Seller to impede the assessment or collection of any tax.
2. The Seller understands that the Purchaser has delivered to the Trust
Administrator a transfer affidavit and agreement in the form attached to the Agreement as Exhibit N.
The Seller does not know or believe that any representation contained therein is false.
3. The Seller has no actual knowledge that the proposed Transferee is not a
Permitted Transferee.
4. The Seller has no actual knowledge that the Purchaser would be unwilling or
unable to pay taxes due on its share of the taxable income attributable to the Certificate.
5. The Seller has conducted a reasonable investigation of the financial condition
of the Purchaser and, as a result of the investigation, found that the Purchaser has historically paid
its debts as they came due, and found no significant evidence to indicate that the Purchaser will not
continue to pay its debts as they come due in the future.
O-1
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 P
FORM OF SPS MORTGAGE LOANS REPORT
DATA AND FORMAT TO BE PROVIDED BY SPS TO THE MASTER SERVICER
(in Excel format)
ALL SPS MORTGAGE LOANS
FIELD FORMAT FIELD
Name* Text
Lien Position * Text/Number
FICO Score* Number
Original Occupancy* Text
Documentation* Text
Purpose* Text
Original Loan Amount* Number
Original Appraisal Value* Number
Original LTV* Number
Original P&I* Number
Original Interest Rate* Number
First Payment Date* MM/DD/YY
Origination Date* MM/DD/YY
Originator* Text
Loan Term* Number
Product Type (adjustable rate or fixed rate)* Text
Property Type* Text
Street Address* Text
City* Text
Zip Code* Text
State* Text
MI Certificate Number* Number
Prepayment Flag Text
Prepayment Expiration Date MM/DD/YY
Loan Number Text
Deal Identifier by Loan Text
Current Loan Amount Number
Current LTV Number
Current Interest Rate Number
Last Interest Payment Date MM/DD/YY
Current P&I Payment Amount Number
Paid Off Code Text
Scheduled Balance Number
Calculation of Retained Yield by Loan Number (if applicable to the transaction) Number
Reporting of Delinquency Status on Defaulted Mortgage Loans Text
Current Market Value Number
Date of Market Value MM/DD/YY
As-is Value Number
Repaired Value Number
Type of Valuation Text
Foreclosure Flag Text
P-1
Bankruptcy Flag Text
Date NOD sent to MI company MM/DD/YY
Foreclosure Start Date (Referral Date) MM/DD/YY
Scheduled Foreclosure Sale Date MM/DD/YY
Foreclosure Actual Sale Date MM/DD/YY
Actual Notice of Intent Date MM/DD/YY
Actual First Legal Date MM/DD/YY
Bankruptcy Chapter Number
Actual Bankruptcy Start Date MM/DD/YY
Actual Payment Plan Start and End Dates MM/DD/YY
List Date MM/DD/YY
List Price Number
Vacancy/Occupancy Status Text
Actual Eviction Start Date MM/DD/YY
Actual Eviction Completion Date MM/DD/YY
Actual REO Start Date MM/DD/YY
Sales Price Number
Actual Closing Date MM/DD/YY
Net Sales Proceeds Number
Mortgage Insurance Claim Filing Date MM/DD/YY
Mortgage Insurance Proceeds Received Number
Date Mortgage Insurance Proceeds Received MM/DD/YY
Collection History
P-2
EXHIBIT Q
FORM OF SPS FORECLOSURE SETTLEMENT STATEMENT
REMIC # Ending Interest Rate:
Original Amount of Loan: Fixed or Adjustable:
UPB Accrued Int to frcl sale:
Advanced Delinquent Interest:
Date Borrower Paid To: / /
Borrower's Name:
Property Address:
MSP Bank/Category
Note Date: / /
Date of REO: / /
Disposition Date: / /
Amount Date of Valuation Type of Valuation
Market Value AS IS: / /
Repaired
Supplemental Value AS IS: / /
Repaired
REO BPO Value: / /
List Price:
Sales Price:
Proceeds Expenses*
List Price: Servicing Advances:
Sales Price: 0.00 Payee 70R01 Acquisition:
Broker's Commission: Payee 75R60 REO:
Bonus Commission: Payee 75R49 Foreclosure:
Lien Purchase/Paid Off: Payee 75R36 Escrow:
Seller Closing Costs: Payee 75R52 Bankruptcy:
Repair Costs: Discrepancy Amount:
Seller Concessions: Servicing Advance Total: 0.00
Other Closing Costs: Advances Applied After Liquidation:
Prior Additional Advances:
Net Proceeds: 0.00 Escrow Advance:
Interest on Advances:
Escrow Balance: Other Advances:
Suspense Balance: Servicing Advance Holdbacks:
Restricted Escrow: Property Inspection:
Rental Income Received: BPO:
__________________
*All amounts ill be itemized, and to the extent not itemized, this form will be accompanied by documentation supporting all amounts
claimed on this form.
Q-1
Insurance Settlement Received: Lender Placed Insurance:
Other: Utilities:
REO Repair Costs:
Total Liquidation Proceeds: 0.00 Foreclosure Fees:
Total Liquidation Expenses: 0.00 Bankruptcy:
Net Liquidation Proceeds: 0.00 Eviction Costs:
Loan Principal Balance: Transfer Tax:
Realized Gain/Loss Amount: 0.00 Reconveyance Fees:
Additional Proceeds Applied: Demand Fee:
Prior Additional Proceeds: Total Holdbacks: 0.00
Loss Severity: #DIV/0! Other Fees (Including Fee Code B):
Notes: UPB Accrued Interest to XXX: 0.00
Advanced Delinquent Interest: 0.00
Stopped Delinquent Interest:
Deferred Interest:
Additional Interest:
Total Liquidation Expenses: 0.00
Q-2
EXHIBIT R
RELEVANT SERVICING CRITERIA
The assessment of compliance to be delivered by the Master Servicer and the Trust Administrator
shall address, at a minimum, the criteria identified as below as "Applicable Servicing Criteria" with
respect to such party:
Where there are multiple checks for criteria the attesting party will identify in their management
assertion that they are attesting only to the portion of the distribution chain they are responsible for
in the related transaction agreements.
------------------ ----------------------------------------- ------------------ ----------------- ------------------
Regulation AB Servicing Criteria Servicers Master Servicer Trust
Reference Administrator
------------------ ----------------------------------------- ------------------ ----------------- ------------------
------------------ ----------------------------------------- ------------ ------------ ------------ -------------
General Servicing Considerations
------------------ ----------------------------------------- ------------ ------------ ------------ -------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(1)(i) Policies and procedures are instituted X X X
to monitor any performance or other
triggers and events of default in
accordance with the transaction
agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(1)(ii) If any material servicing activities X X
are outsourced to third parties,
policies and procedures are instituted
to monitor the third party's
performance and compliance with such
servicing activities.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(1)(iii) Any requirements in the transaction
agreements to maintain a back-up
servicer for the Pool Assets are
maintained.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(1)(iv) A fidelity bond and errors and X X
omissions policy is in effect on the
party participating in the servicing
function throughout the reporting
period in the amount of coverage
required by and otherwise in accordance
with the terms of the transaction
agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
Cash Collection and Administration
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(2)(i) Payments on pool assets are deposited X X X
into the appropriate custodial bank
accounts and related bank clearing
accounts no more than two business days
following receipt, or such other number
of days specified in the transaction
agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(2)(ii) Disbursements made via wire transfer on X X X
behalf of an obligor or to an investor
are made only by authorized personnel.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(2)(iii) Advances of funds or guarantees X X
regarding collections, cash flows or
distributions, and any interest or
other fees charged for such advances,
are made, reviewed and approved as
specified in the transaction
agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(2)(iv) The related accounts for the X X X
transaction, such as cash reserve
accounts or accounts established as a
form of over collateralization, are
separately maintained (e.g., with
respect to commingling of cash) as set
forth in the transaction agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
R-1
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(2)(v) Each custodial account is maintained at X X X
a federally insured depository
institution as set forth in the
transaction agreements. For purposes of
this criterion, "federally insured
depository institution" with respect to
a foreign financial institution means a
foreign financial institution that
meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange
Act.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(2)(vi) Unissued checks are safeguarded so as X
to prevent unauthorized access.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(2)(vii) Reconciliations are prepared on a X X X
monthly basis for all asset-backed
securities related bank accounts,
including custodial accounts and
related bank clearing accounts. These
reconciliations are (A) mathematically
accurate; (B) prepared within 30
calendar days after the bank statement
cutoff date, or such other number of
days specified in the transaction
agreements; (C) reviewed and approved
by someone other than the person who
prepared the reconciliation; and (D)
contain explanations for reconciling
items. These reconciling items are
resolved within 90 calendar days of
their original identification, or such
other number of days specified in the
transaction agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
Investor Remittances and Reporting
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(3)(i) Reports to investors, including those X X X
to be filed with the Commission, are
maintained in accordance with the
transaction agreements and applicable
Commission requirements. Specifically,
such reports (A) are prepared in
accordance with timeframes and other
terms set forth in the transaction
agreements; (B) provide information
calculated in accordance with the terms
specified in the transaction
agreements; (C) are filed with the
Commission as required by its rules and
regulations; and (D) agree with
investors' or the trustee's records as
to the total unpaid principal balance
and number of Pool Assets serviced by
the Servicer.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(3)(ii) Amounts due to investors are allocated X X X
and remitted in accordance with
timeframes, distribution priority and
other terms set forth in the
transaction agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(3)(iii) Disbursements made to an investor are X X X
posted within two business days to the
Servicer's investor records, or such
other number of days specified in the
transaction agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(3)(iv) Amounts remitted to investors per the X X X
investor reports agree with cancelled
checks, or other form of payment, or
custodial bank statements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
Pool Asset Administration
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(i) Collateral or security on pool assets X
is maintained as required by the
transaction agreements or related pool
asset documents.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
R-2
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(ii) Pool assets and related documents are X
safeguarded as required by the
transaction agreements
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(iii) Any additions, removals or X
substitutions to the asset pool are
made, reviewed and approved in
accordance with any conditions or
requirements in the transaction
agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(iv) Payments on pool assets, including any X
payoffs, made in accordance with the
related pool asset documents are posted
to the Servicer's obligor records
maintained no more than two business
days after receipt, or such other
number of days specified in the
transaction agreements, and allocated
to principal, interest or other items
(e.g., escrow) in accordance with the
related pool asset documents.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(v) The Servicer's records regarding the X
pool assets agree with the Servicer's
records with respect to an obligor's
unpaid principal balance.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(vi) Changes with respect to the terms or X
status of an obligor's pool assets
(e.g., loan modifications or re-agings)
are made, reviewed and approved by
authorized personnel in accordance with
the transaction agreements and related
pool asset documents.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(vii) Loss mitigation or recovery actions X
(e.g., forbearance plans, modifications
and deeds in lieu of foreclosure,
foreclosures and repossessions, as
applicable) are initiated, conducted
and concluded in accordance with the
timeframes or other requirements
established by the transaction
agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(viii) Records documenting collection efforts X
are maintained during the period a pool
asset is delinquent in accordance with
the transaction agreements. Such
records are maintained on at least a
monthly basis, or such other period
specified in the transaction
agreements, and describe the entity's
activities in monitoring delinquent
pool assets including, for example,
phone calls, letters and payment
rescheduling plans in cases where
delinquency is deemed temporary (e.g.,
illness or unemployment).
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(ix) Adjustments to interest rates or rates X
of return for pool assets with variable
rates are computed based on the related
pool asset documents.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(x) Regarding any funds held in trust for X
an obligor (such as escrow accounts):
(A) such funds are analyzed, in
accordance with the obligor's pool
asset documents, on at least an annual
basis, or such other period specified
in the transaction agreements; (B)
interest on such funds is paid, or
credited, to obligors in accordance
with applicable pool asset documents
and state laws; and (C) such funds are
returned to the obligor within 30
calendar days of full repayment of the
related pool assets, or such other
number of days specified in the
transaction agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
R-3
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(xi) Payments made on behalf of an obligor X
(such as tax or insurance payments) are
made on or before the related penalty
or expiration dates, as indicated on
the appropriate bills or notices for
such payments, provided that such
support has been received by the
servicer at least 30 calendar days
prior to these dates, or such other
number of days specified in the
transaction agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(xii) Any late payment penalties in X
connection with any payment to be made
on behalf of an obligor are paid from
the Servicer's funds and not charged to
the obligor, unless the late payment
was due to the obligor's error or
omission.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(xiii) Disbursements made on behalf of an X
obligor are posted within two business
days to the obligor's records
maintained by the servicer, or such
other number of days specified in the
transaction agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(xiv) Delinquencies, charge-offs and X X
uncollectible accounts are recognized
and recorded in accordance with the
transaction agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(xv) Any external enhancement or other
support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation
AB, is maintained as set forth in the
transaction agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
[NAME OF COMPANY]
Date: _________________________
By:
Name: ________________________________
Title: ________________________________
R-4
EXHIBIT S
ADDITIONAL FORM 10-D DISCLOSURE
-------------------------------------------------------------------------------------------------------------------
ADDITIONAL FORM 10-D DISCLOSURE
-------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item on Form 10-D Party Responsible
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 1: Distribution and Pool Performance Information
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Information included in the [Monthly Statement] Servicer
Master Servicer
Trust Administrator
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Any information required by 1121 which is NOT included Depositor
on the [Monthly Statement]
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 2: Legal Proceedings
Any legal proceeding pending against the following
entities or their respective property, that is material
to Certificateholders, including any proceeding sknown
to be contemplated by governmental authorities:
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Issuing Entity (Trust Fund) Trustee, Master Servicer, Trust Administrator and
Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Sponsor (Seller) Seller (if a party to the Agreement) or Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Depositor Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Trustee Trustee
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Trust Administrator Trust Administrator
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Master Servicer Master Servicer
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Custodian Custodian
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o 1110(b) Originator Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Any 1108(a)(2) Servicer (other than the Master Servicer
Servicer or Trust Administrator)
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Any other party contemplated by 1100(d)(1) Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 3: Sale of Securities and Use of Proceeds Depositor
Information from Item 2(a) of Part II of Form 10-Q:
With respect to any sale of securities by the sponsor,
depositor or issuing entity, that are backed by the same
asset pool or are otherwise issued by the issuing
entity, whether or not registered, provide the sales and
use of proceeds information in Item 701 of Regulation
S-K. Pricing information can be omitted if securities
were not registered.
---------------------------------------------------------- --------------------------------------------------------
S-1
---------------------------------------------------------- --------------------------------------------------------
Item 4: Defaults Upon Senior Securities Trust Administrator
Information from Item 3 of Part II of Form 10-Q: Trustee
Report the occurrence of any Event of Default (after
expiration of any grace period and provision of any
required notice)
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 5: Submission of Matters to a Vote of Security Trust Administrator
Holders Trustee
Information from Item 4 of Part II of Form 10-Q
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 6: Significant Obligors of Pool Assets Depositor
Item 1112(b) - Significant Obligor Financial Information*
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
*This information need only be reported on the Form 10-D
for the distribution period in which updated information
is required pursuant to the Item.
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 7: Significant Enhancement Provider Information
Item 1114(b)(2) - Credit Enhancement Provider Financial
Information*
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Determining applicable disclosure threshold Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Requesting required financial information (including Depositor
any required accountants' consent to the use thereof) or
effecting incorporation by reference
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 1115(b) - Derivative Counterparty Financial
Information*
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Determining current maximum probable exposure Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Determining current significance percentage Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Requesting required financial information (including Depositor
any required accountants' consent to the use thereof) or
effecting incorporation by reference
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
*This information need only be reported on the Form 10-D
for the distribution period in which updated information
is required pursuant to the Items.
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 8: Other Information Any party responsible for the applicable Form 8-K
Disclose any information required to be reported on Form Disclosure item
8-K during the period covered by the Form 10-D but not
reported
---------------------------------------------------------- --------------------------------------------------------
S-2
---------------------------------------------------------- --------------------------------------------------------
Item 9: Exhibits
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Monthly Statement to Certificateholders Trust Administrator
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Exhibits required by Item 601 of Regulation S-K, such as Depositor
material agreements
---------------------------------------------------------- --------------------------------------------------------
S-3
EXHIBIT T
FORM OF MONTHLY STATEMENT TO CERTIFICATEHOLDERS
(i) With respect to each Class of Certificates which are not Notional Amount Certificates and,
unless otherwise stated, the related Distribution Date,
(a) the Initial Class Principal Balance of such Class as of the Cut-off Date;
(b) the Class Principal Balance of such Class before giving effect to the distribution of
principal and interest;
(c) the amount of the related distribution on such Class allocable to interest;
(d) the amount of the related distribution on such Class allocable to principal;
(e) the sum of the principal and interest payable to such Class;
(f) the Realized Loss allocable to such Class;
(g) the Class Unpaid Interest Amount allocable to such Class;
(h) the Class Principal Balance of such Class after giving effect to the distribution of
principal and interest;
(i) the Pass-Through Rate for such Class;
(j) any Basis Risk Shortfall allocable to such Class, if such amount is greater than zero;
(k) any shortfall in principal allocable to such Class, if such amount is greater than
zero;
(ii) with respect to each Class of Certificates which are Notional Amount Certificates and, unless
otherwise stated, the related Distribution Date,
(a) the Notional Amount of such Class as of the Cut-off Date;
(b) the Notional Amount of such Class before giving effect to the distribution of interest;
(c) the amount of the related distribution on such Class allocable to interest;
(d) the amount of the related distribution on such Class allocable to principal;
(e) the sum of the principal and interest payable to such class;
(f) the Realized Loss allocable to such Class;
(g) the Class Unpaid Interest Amount allocable to such Class;
(h) the Notional Amount of such Class after giving effect to the distribution of interest;
(i) the Pass-Through Rate for such Class;
T-1
(j) any Basis Risk Shortfall allocable to such Class, if such amount is greater than zero;
(iii) with respect to a $1000 factor of the Initial Class Principal Balance of each Class of
Certificates which are not Notional Amount Certificates and the related Distribution Date,
(a) the CUSIP number assigned to such Class;
(b) the Class Principal Balance of such Class factor prior to giving effect to the
distribution of principal and interest;
(c) the amount of the related distribution allocable to interest on such Class factor;
(d) the amount of the related distribution allocable to principal on such Class factor;
(e) the sum of the principal and interest payable to such Class factor;
(f) the Class Principal Balance of such Class factor after giving effect to the
distribution of principal and interest;
(iv) with respect to a $1000 factor of the Initial Class Principal Balance of each Class of
Certificates which are Notional Amount Certificates and the related Distribution Date,
(a) the CUSIP number assigned to such Class;
(b) the Notional Amount of such Class factor prior to giving effect to the distribution of
interest;
(c) the amount of the related distribution allocable to interest on such Class factor;
(d) the amount of the related distribution allocable to principal on such Class factor;
(e) the sum of the principal and interest payable to such Class factor;
(f) the Notional Amount of such Class factor after giving effect to the distribution of
interest;
(v) with respect to each Loan Group, in the aggregate, and, unless otherwise stated, the related
Distribution Date,
(a) the Scheduled Payment of principal for such Loan Group;
(b) the amount of Principal Prepayments allocable to such Loan Group;
(c) the amount of principal allocable to such Loan Group as a result of repurchased
Mortgage Loans in such Loan Group;
(d) the Substitution Adjustment Amount allocable to such Loan Group;
(e) the amount of Net Liquidation Proceeds allocable to such Loan Group;
(f) the amount of Insurance Proceeds allocable to such Loan Group;
T-2
(g) the amount of any other distributions allocable to principal for such Loan Group;
(h) the number of Mortgage Loans in such Loan Group as of the first day of the related
Collection Period;
(i) the aggregate Stated Principal Balance of the Mortgage Loans in such Loan Group as of
the first day of the related Collection Period;
(j) the number of Mortgage Loans in such Loan Group as of the last day of the related
Collection Period;
(k) the aggregate Stated Principal Balance of the Mortgage Loans in such Loan Group as of
the last day of the related Collection Period;
(l) the Master Servicing Fee, by Loan Group;
(m) the sum of the Servicing Fee, the Mortgage Guaranty Insurance Policy fees, if
applicable and the [RMIC/TGIC/MGIC] PMI fees, if applicable, for such Loan Group;
(n) the Trust Administrator Fee applicable to such Loan Group;
(o) the amount of current Advances allocable to such Loan Group;
(p) the amount of outstanding Advances allocable to such Loan Group;
(q) the number and aggregate principal amounts of Mortgage Loans that were delinquent, using
the OTS method (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 days or more, for such
Loan Group, including delinquent bankrupt Mortgage Loans but excluding foreclosure and
REO Mortgage Loans;
(r) the number and aggregate principal amounts of Mortgage Loans that are currently in
bankruptcy, but not delinquent, for such Loan Group;
(s) the number and aggregate principal amounts of Mortgage Loans that are in foreclosure
for such Loan Group;
(t) the Rolling Three-Month Delinquency Rate for such Loan Group;
(u) the number and aggregate principal amount of any REO properties as of the close of
business on the Determination Date preceding such Distribution Date for such Loan
Group;
(v) current Realized Losses allocable to such Loan Group;
(w) cumulative Realized Losses allocable to such Loan Group;
(x) the weighted average term to maturity of the Mortgage Loans in such Loan Group as of
the close of business on the last day of the calendar month preceding the related
Distribution Date;
T-3
(y) the number and principal amount of claims submitted under the Mortgage Guaranty
Insurance Policy, as applicable;
(z) the number and principal amount of claims paid under the [RMIC/TGIC/MGIC] PMI Policy,
as applicable;
(aa) the number of Mortgage Loans in such Loan Group that have Assigned Prepayment Premiums
and for which prepayments were made during the related Collection Period, as
applicable;
(bb) the aggregate principal balance of Mortgage Loans in such Loan Group that have
Assigned Prepayment Premiums and for which prepayments were made during the related
Collection Period, as applicable;
(cc) the aggregate amount of Assigned Prepayment Premiums collected for such Loan Group
during the related Collection Period, as applicable;
(dd) current Realized Losses allocated to each Mortgage Loan in such Loan Group that has
previously been allocated a Realized Loss;
(ee) cumulative Realized Losses allocated to each Mortgage Loan in such Loan Group that has
previously been allocated a Realized Loss;
(ff) current Recoveries allocable to such Loan Group;
(gg) cumulative Recoveries allocable to such Loan Group;
(hh) current aggregate Stated Principal Balance of Qualified Substitute Mortgage Loans
substituted for Deleted Mortgage Loans in such Loan Group;
(ii) cumulative aggregate Stated Principal Balance of Qualified Substitute Mortgage Loans
substituted for Deleted Mortgage Loans in such Loan Group;
(jj) with respect to all of the Mortgage Loans, in the aggregate, and, unless otherwise
stated, the related Distribution Date, for each Servicer that is servicing any of such
Mortgage Loans, the aggregate Stated Principal Balance of Mortgage Loans being
serviced by such Servicer as of such Distribution Date; and
(vii) with respect to each overcollateralized Group of Certificates and, unless otherwise stated, the
related Distribution Date,
(a) the Targeted Overcollateralization Amount for such Group;
(b) the Overcollateralization Amount for such Group;
(c) the Overcollateralization Deficiency for such Group;
(d) the Overcollateralization Release Amount for such Group;
(e) the Monthly Excess Interest for such Group;
T-4
(f) the amount of any payment to the [Class __-X] Certificates related to such Group;
(g) if applicable, the Excess Interest Amount from an unrelated Group of Certificates that
provides additional credit enhancement to the related overcollateralized Group of
Certificates.
T-5
EXHIBIT U
FORM 8-K DISCLOSURE INFORMATION
-------------------------------------------------------------------------------------------------------------------
FORM 8-K DISCLOSURE INFORMATION
-------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item on Form 8-K Party Responsible
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 1.01- Entry into a Material Definitive Agreement All parties (as to themselves)
Disclosure is required regarding entry into or amendment
of any definitive agreement that is material to the
securitization, even if depositor is not a party.
Examples: servicing agreement, custodial agreement.
Note: disclosure not required as to definitive
agreements that are fully disclosed in the prospectus
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 1.02- Termination of a Material Definitive Agreement All parties (as to themselves)
Disclosure is required regarding termination of any
definitive agreement that is material to the
securitization (other than expiration in accordance with
its terms), even if depositor is not a party.
Examples: servicing agreement, custodial agreement.
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 1.03- Bankruptcy or Receivership Depositor
Disclosure is required regarding the bankruptcy or
receivership, with respect to any of the following:
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Sponsor (Seller) Depositor/Sponsor (Seller)
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Depositor Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Master Servicer Master Servicer
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Affiliated Servicer Servicer
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Other Servicer servicing 20% or more of the pool Servicer
assets at the time of the report
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Other material servicers Servicer
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Trustee Trustee
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Trust Administrator Trust Administrator
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Significant Obligor Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Credit Enhancer (10% or more) Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Derivative Counterparty Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Custodian Custodian
---------------------------------------------------------- --------------------------------------------------------
U-1
---------------------------------------------------------- --------------------------------------------------------
Item 2.04- Triggering Events that Accelerate or Increase Depositor
a Direct Financial Obligation or an Obligation under an Master Servicer
Off-Balance Sheet Arrangement Trust Administrator
Includes an early amortization, performance trigger or
other event, including event of default, that would
materially alter the payment priority/distribution of
cash flows/amortization schedule.
Disclosure will be made of events other than waterfall
triggers which are disclosed in the monthly statements
to the certificateholders.
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 3.03- Material Modification to Rights of Security Trust Administrator
Holders Depositor
Disclosure is required of any material modification to
documents defining the rights of Certificateholders,
including the Agreement.
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 5.03- Amendments of Articles of Incorporation or Depositor
Bylaws; Change of Fiscal Year
Disclosure is required of any amendment "to the
governing documents of the issuing entity".
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 6.01- ABS Informational and Computational Material Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 6.02- Change of Servicer or Trust Administrator Master Servicer/Trust Administrator/Depositor/
Requires disclosure of any removal, replacement, Servicer/Trustee
substitution or addition of any master servicer,
affiliated servicer, other servicer servicing 10% or
more of pool assets at time of report, other material
servicers or trustee.
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Reg AB disclosure about any new servicer or master Servicer/Master Servicer/Depositor
servicer is also required.
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Reg AB disclosure about any new Trustee is also required. Trustee
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 6.03- Change in Credit Enhancement or External Depositor/Trust Administrator
Support
Covers termination of any enhancement in manner other
than by its terms, the addition of an enhancement, or a
material change in the enhancement provided. Applies to
external credit enhancements as well as derivatives.
---------------------------------------------------------- --------------------------------------------------------
U-2
---------------------------------------------------------- --------------------------------------------------------
Reg AB disclosure about any new enhancement provider is Depositor
also required.
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 6.04- Failure to Make a Required Distribution Trust Administrator
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 6.05- Securities Act Updating Disclosure Depositor
If any material pool characteristic differs by 5% or
more at the time of issuance of the securities from the
description in the final prospectus, provide updated Reg
AB disclosure about the actual asset pool.
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
If there are any new servicers or originators required Depositor
to be disclosed under Regulation AB as a result of the
foregoing, provide the information called for in Items
1108 and 1110 respectively.
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 7.01- Reg FD Disclosure All parties (as to themselves)
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 8.01- Other Events Depositor
Any event, with respect to which information is not
otherwise called for in Form 8-K, that the registrant
deems of importance to certificateholders.
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 9.01- Financial Statements and Exhibits Responsible party for reporting/disclosing the
financial statement or exhibit
---------------------------------------------------------- --------------------------------------------------------
U-3
EXHIBIT V
FORM OF BACK-UP CERTIFICATION
Re: The Series Supplement dated as of ___________________ and the Standard Terms
of Pooling and Servicing Agreement dated February 1, 2007 (collectively, the
"Agreement") by and among the Depositor, the Seller(s), the Master Servicer,
the Trust Administrator, the Special Servicer, the Modification Oversight
Agent, the Trustee and the Servicers that are party to the Series Supplement.
I, _______________________, the ________________________ of [NAME OF COMPANY] (the "Company"),
certify to the Depositor, the Master Servicer, the Trust Administrator, and their officers, with the
knowledge and intent that they will rely upon this certification, that:
(1) I have reviewed (i) the servicer compliance statement of the Company provided in
accordance with Section 13.06 of the Agreement (the "Compliance Statement"), (ii) the report on
assessment of the Company's compliance with the servicing criteria provided in accordance with
Section 13.07 of the Agreement, (iii) the registered public accounting firm's attestation report provided
in accordance with Section 13.08 of the Agreement (the "Attestation Report"), and all servicing reports,
officer's certificates and other information relating to the servicing of the Mortgage Loans by the
Company during 200[ ] that were delivered by the Company to the Trust Administrator pursuant to the
Agreement (collectively, the "Company Servicing Information");
(2) Based, on my knowledge, the Company Servicing Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in the light of the circumstances under which such statements were made, not misleading
with respect to the period of time covered by the Company Servicing Information;
(3) Based on my knowledge, all of the Company Servicing Information required to be
provided by the Company under the Agreement has been provided to the Trust Administrator;
(4) I am responsible for reviewing the activities performed by the Company as servicer
under the Agreement, and based on my knowledge and the compliance review conducted in preparing the
Compliance Statement and except as disclosed in the Compliance Statement, the Servicing Assessment or
the Attestation Report, the Company has fulfilled its obligations under the Agreement in all material
respects; and
(5) The Compliance Statement required to be delivered by the Company pursuant to the
Agreement, and the Servicing Assessment and Attestation Report required to be provided by the Company
and any Sub-Servicer or Subcontractor pursuant to the Agreement, have been provided to Trust
Administrator. Any material instances of noncompliance described in such reports have been disclosed to
Trust Administrator. Any material instance of noncompliance with the Servicing Criteria has been
disclosed in such reports.
By:_______________________________________
Name:
Title
Date:
V-1
EXHIBIT W
ADDITIONAL DISCLOSURE NOTIFICATION
Xxxxx Fargo Bank, N.A.
Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
Email: xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx
Attn: Corporate Trust Services- CSFBMSC, [Name of Series Trust], Adjustable Rate Mortgage-Backed
Pass-Through Certificates, [Series Name]-SEC REPORT PROCESSING
Credit Suisse First Boston Mortgage Securities Corp.
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required
Ladies and Gentlemen:
In accordance with Article XIV of the Series Supplement dated as of ___________________ and the Standard
Terms of Pooling and Servicing Agreement dated February 1, 2007 (collectively, the "Agreement") by and
among the Depositor, the Seller(s), the Master Servicer, the Trust Administrator, the Special Servicer,
the Modification Oversight Agent, the Trustee and the Servicers that are party to the Series Supplement,
the undersigned, as [ ], hereby notifies you that certain events have come to our attention
that [will] [may] need to be disclosed on Form [10-D] [ 10-K] [8-K].
Description of Additional Form [10-D][10-K][8-K] Disclosure:
List of any Attachments hereto to be included in the Additional Form [10-D][ 10-K][8-K] Disclosure:
Any inquiries related to this notification should be directed to [ ], phone
number: [ ]; email address: [ ].
[NAME OF PARTY],
as [role]
By:____________________________________
Name:
Title:
W-1
EXHIBIT X
[RESERVED]
X-1
EXHIBIT Y
ADDITIONAL FORM 10-K DISCLOSURE
-------------------------------------------------------------------------------------------------------------------
ADDITIONAL FORM 10-K DISCLOSURE
-------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item on Form 10-K Party Responsible
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 1B: Unresolved Staff Comments Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 9B: Other Information Any party responsible for disclosure items on Form 8-K
Disclose any information required to be reported on Form
8-K during the fourth quarter covered by the Form 10-K
but not reported
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 15: Exhibits, Financial Statement Schedules Trust Administrator
Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Reg AB Item 1112(b): Significant Obligors of Pool Assets
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Significant Obligor Financial Information* Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
*This information need only be reported on the Form 10-D
for the distribution period in which updated information
is required pursuant to the Item.
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Reg AB Item 1114(b)(2): Credit Enhancement Provider
Financial Information
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Determining applicable disclosure threshold Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Requesting required financial information (including Depositor
any required accountants' consent to the use thereof) or
effecting incorporation by reference
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
*This information need only be reported on the Form 10-D
for the distribution period in which updated information
is required pursuant to the Items.
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Reg AB Item 1115(b): Derivative Counterparty Financial
Information
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Determining current maximum probable exposure Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Determining current significance percentage Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Requesting required financial information (including Depositor
any required accountants' consent to the use thereof) or
effecting incorporation by reference
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
*This information need only be reported on the Form 10-D
for the distribution period in which updated information
is required pursuant to the Items.
---------------------------------------------------------- --------------------------------------------------------
Y-1
---------------------------------------------------------- --------------------------------------------------------
Reg AB Item 1117: Legal Proceedings
Any legal proceeding pending against the following
entities or their respective property, that is material
to Certificateholders, including any proceeding sknown
to be contemplated by governmental authorities:
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Issuing Entity (Trust Fund) Trustee, Master Servicer, Trust Administrator and
Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Sponsor (Seller) Seller (if a party to the Agreement) or Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Depositor Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Trustee Trustee
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Trust Administrator Trust Administrator
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Master Servicer Master Servicer
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Custodian Custodian
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o 1110(b) Originator Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Any 1108(a)(2) Servicer (other than the Master Servicer
Servicer or Trust Administrator)
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Any other party contemplated by 1100(d)(1) Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Reg AB Item 1119: Affiliations and Relationships
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Whether (a) the Sponsor (Seller), Depositor or Issuing Depositor as to (a)
Entity is an affiliate of the following parties, and (b) Sponsor/Seller as to (a)
to the extent known and material, any of the following
parties are affiliated with one another:
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Master Servicer Master Servicer
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Trust Administrator Trust Administrator
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Trustee Trustee
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Any other 1108(a)(3) servicer Servicer
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Any 1110 Originator Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Any 1112(b) Significant Obligor Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Any 1114 Credit Enhancement Provider Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Any 1115 Derivate Counterparty Provider Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Any other 1101(d)(1) material party Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Whether there are any "outside the ordinary course Depositor as to (a)
business arrangements" other than would be obtained in Sponsor/Seller as to (a)
an arm's length transaction between (a) the Sponsor
(Seller), Depositor or Issuing Entity on the one hand,
and (b) any of the following parties (or their
affiliates) on the other hand, that exist currently or
within the past two years and that are material to a
Certificateholder's understanding of the Certificates:
---------------------------------------------------------- --------------------------------------------------------
Y-2
---------------------------------------------------------- --------------------------------------------------------
o Master Servicer Master Servicer
---------------------------------------------------------- --------------------------------------------------------
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o Trust Administrator Trust Administrator
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Trustee Trustee
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Any other 1108(a)(3) servicer Servicer
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Any 1110 Originator Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Any 1112(b) Significant Obligor Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Any 1114 Credit Enhancement Provider Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Any 1115 Derivate Counterparty Provider Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Any other 1101(d)(1) material party Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Whether there are any specific relationships involving Depositor as to (a)
the transaction or the pool assets between (a) the Sponsor/Seller as to (a)
Sponsor (Seller), Depositor or Issuing Entity on the one
hand, and (b) any of the following parties (or their
affiliates) on the other hand, that exist currently or
within the past two years and that are material:
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Master Servicer Master Servicer
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Trust Administrator Trust Administrator
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Trustee Trustee
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Any other 1108(a)(3) servicer Servicer
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Any 1110 Originator Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Any 1112(b) Significant Obligor Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Any 1114 Credit Enhancement Provider Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Any 1115 Derivate Counterparty Provider Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
o Any other 1101(d)(1) material party Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
Y-3
EXHIBIT Z
FORM OF CERTIFICATION
REGARDING SUBSTITUTION OF DEFECTIVE MORTGAGE LOANS
OFFICER'S CERTIFICATE OF DLJ MORTGAGE CAPITAL, INC.
[__________], 200_
I, ____________, hereby certify that I am the duly authorized officer of DLJ Mortgage Capital,
Inc., a Delaware corporation ("DLJMC"), and further certify that each of the Mortgage Loans substituted
by DLJMC on _______________, 20[___] were in violation of the terms of the Mortgages related thereto.
Capitalized terms used but not defined herein have the meanings ascribed to them in the Series
Supplement dated as of ___________________ and the Standard Terms of Pooling and Servicing Agreement
dated February 1, 2007 (collectively, the "Agreement") by and among the Depositor, the Seller(s), the
Master Servicer, the Trust Administrator, the Special Servicer, the Modification Oversight Agent, the
Trustee and the Servicers that are party to the Series Supplement.
DLJ MORTGAGE CAPITAL, INC.
____________________________________
Name:
Title:
Z-1
SCHEDULE I
MORTGAGE LOAN SCHEDULE
(As set forth in the Series Supplement)
I-1
SCHEDULE IIA
Representations and Warranties of Seller - DLJ Mortgage Capital, Inc.
DLJMC Mortgage Capital, Inc. ("DLJ"), in its capacity as Seller, hereby makes the
representations and warranties set forth in this Schedule IIA to the Depositor, the Trustee and the
Trust Administrator, as of the Closing Date, or if so specified herein, as of the Cut off Date or such
other date as may be specified. DLJMC is a corporation duly organized, validly existing and in good
standing under the laws of the state of its incorporation;
(i) DLJMC has full corporate power to own its property, to carry on its business as
presently conducted and to enter into and perform its obligations under this Agreement;
(ii) the execution and delivery by DLJMC of this Agreement have been duly authorized by all
necessary corporate action on the part of DLJMC; and neither the execution and delivery of this
Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance
with the provisions hereof, will conflict with or result in a breach of, or constitute a
default under, any of the provisions of any law, governmental rule, regulation, judgment,
decree or order binding on DLJMC or its properties or the certificate of incorporation or
by-laws of DLJMC, except those conflicts, breaches or defaults which would not reasonably be
expected to have a material adverse effect on DLJMC's ability to enter into this Agreement and
to consummate the transactions contemplated hereby;
(iii) the execution, delivery and performance by DLJMC of this Agreement and the
consummation of the transactions contemplated hereby do not require the consent or approval of,
the giving of notice to, the registration with, or the taking of any other action in respect
of, any state, federal or other governmental authority or agency, except those consents,
approvals, notices, registrations or other actions as have already been obtained, given or made
and, in connection with the recordation of the Mortgages, powers of attorney or assignments of
Mortgages not yet completed;
(iv) this Agreement has been duly executed and delivered by DLJMC and, assuming due
authorization, execution and delivery by the Trustee, the Trust Administrator, the Master
Servicer, the Servicers, the Special Servicer, the Modification Oversight Agent and the
Depositor, constitutes a valid and binding obligation of DLJMC enforceable against it in
accordance with its terms (subject to applicable bankruptcy and insolvency laws and other
similar laws affecting the enforcement of the rights of creditors generally); and
(v) to the knowledge of DLJMC, there are no actions, litigation, suits or proceedings
pending or threatened against DLJMC before or by any court, administrative agency, arbitrator
or governmental body (i) with respect to any of the transactions contemplated by this Agreement
or (ii) with respect to any other matter which in the judgment of DLJMC if determined adversely
to DLJMC would reasonably be expected to materially and adversely affect DLJMC's ability to
perform its obligations under this Agreement; and DLJMC is not in default with respect to any
order of any court, administrative agency, arbitrator or governmental body so as to materially
and adversely affect the transactions contemplated by this Agreement.
IIA-1
SCHEDULE IIB
Representations and Warranties of Master Servicer - Xxxxx Fargo Bank, X.X.
Xxxxx Fargo Bank, N.A. ("Xxxxx Fargo"), in its capacity as Master Servicer, hereby
makes the representations and warranties set forth in this Schedule IIB to the Depositor, the Trust
Administrator and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date
or such other date as may be specified.
(i) Xxxxx Fargo is a national banking association duly formed, validly existing and in
good standing and is qualified under the laws of each state where required by applicable law or
is otherwise exempt under applicable law from such qualification.
(ii) Xxxxx Fargo has all requisite organizational power, authority and capacity to enter
into the Agreement and to perform the obligations required of it thereunder. The Agreement
(assuming the due authorization and execution of the Agreement by the other parties thereto)
constitutes a valid and legally binding agreement of Xxxxx Fargo enforceable in accordance with
its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization and similar laws, and by equitable principles affecting the enforceability of
the rights of creditors.
(iii) None of the execution and delivery of the Agreement, the consummation of any other
transaction contemplated therein, or the fulfillment of or compliance with the terms of the
Agreement, will result in the breach of, or constitute a default under, any term or provision
of the organizational documents of Xxxxx Fargo or conflict with, result in a material breach,
violation or acceleration of or constitute a material default under, the terms of any indenture
or other agreement or instrument to which Xxxxx Fargo is a party or by which it is bound, or
any statute, order, judgment, or regulation applicable to Xxxxx Fargo of any court, regulatory
body, administrative agency or governmental body having jurisdiction over Xxxxx Fargo.
(iv) There is no action, suit, proceeding or investigation pending, or to Xxxxx Fargo's
knowledge threatened, against Xxxxx Fargo before any court, administrative agency or other
tribunal (a) asserting the invalidity of the Agreement, (b) seeking to prevent the consummation
of any of the transactions contemplated thereby or (c) which might materially and adversely
affect the performance by Xxxxx Fargo of its obligations under, or the validity or
enforceability of, the Agreement.
(v) No consent, approval, authorization or order of any court, regulatory body or
governmental agency or court is required, under state or federal law prior to the execution,
delivery and performance by Xxxxx Fargo of the Agreement or the consummation of the
transactions contemplated by the Agreement.
IIB-1
SCHEDULE IIC
Representations and Warranties of Servicer, Special Servicer and Modification Oversight Agent - Select
Portfolio Servicing, Inc.
Select Portfolio Servicing, Inc. ("SPS"), in its capacities as Servicer, Special
Servicer and Modification Oversight Agent, hereby makes the representations and warranties set forth in
this Schedule IIC to the Depositor, the Trustee, the Trust Administrator and the Master Servicer, as of
the Closing Date, or if so specified herein, as of the Cut-off Date or such other date as may be
specified.
(i) SPS is a corporation duly formed, validly existing and in good standing under the laws
of the jurisdiction of its incorporation and is qualified under the laws of each state where
required by applicable law or is otherwise exempt under applicable law from such qualification.
(ii) SPS has all requisite corporate power, authority and capacity to enter into the
Agreement and to perform the obligations required of it thereunder. The Agreement (assuming
the due authorization and execution of the Agreement by the other parties thereto) constitutes
a valid and legally binding agreement of SPS enforceable in accordance with its terms, except
as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and
similar laws, and by equitable principles affecting the enforceability of the rights of
creditors.
(iii) None of the execution and delivery of the Agreement, the consummation of any other
transaction contemplated therein, or the fulfillment of or compliance with the terms of the
Agreement, will result in the breach of, or constitute a default under, any term or provision
of the organizational documents of SPS or conflict with, result in a material breach, violation
or acceleration of or constitute a material default under, the terms of any indenture or other
agreement or instrument to which SPS is a party or by which it is bound, or any statute, order,
judgment, or regulation applicable to SPS of any court, regulatory body, administrative agency
or governmental body having jurisdiction over SPS.
(iv) There is no action, suit, proceeding or investigation pending, or to SPS's knowledge
threatened, against SPS before any court, administrative agency or other tribunal (a) asserting
the invalidity of the Agreement, (b) seeking to prevent the consummation of any of the
transactions contemplated thereby or (c) which might reasonably be expected to materially and
adversely affect the performance by SPS of its obligations under, or the validity or
enforceability of, the Agreement.
(v) No consent, approval, authorization or order of any court, regulatory body or
governmental agency or court is required, under state or federal law prior to the execution,
delivery and performance by SPS of the Agreement or the consummation of the transactions
contemplated by the Agreement.
(vi) With respect to each SPS Serviced Mortgage Loan and to the extent SPS has serviced any
of the SPS Serviced Mortgage Loans prior to the date of the Agreement, SPS has fully furnished,
in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and
complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax,
Experian and Trans Union Credit Information Company, on a monthly basis.
IIC-1
SCHEDULE IID
Representations and Warranties of Servicer - Xxxxx Fargo Bank, X.X.
Xxxxx Fargo Bank, N.A. ("Xxxxx Fargo"), in its capacity as Servicer, hereby makes the
representations and warranties set forth in this Schedule IID to the Depositor, the Trustee and the
Trust Administrator, as of the Closing Date, or if so specified herein, as of the Cut-off Date or such
other date as may be specified.
(i) Xxxxx Fargo is a national banking association duly organized and in good standing
under the laws of the United States and is qualified under the laws of each state where
required by applicable law or is otherwise exempt under applicable law from such qualification.
(ii) Xxxxx Fargo has all requisite corporate power, authority and capacity to enter into
the Agreement and to perform the obligations required of it thereunder. The Agreement
(assuming the due authorization and execution of the Agreement by the other parties thereto)
constitutes a valid and legally binding agreement of Xxxxx Fargo enforceable in accordance with
its terms, except as such enforceability may be limited by liquidation, conservatorship and
similar laws administered by the FDIC affecting the contract obligations of insured banks, and
by equitable principles affecting the enforceability of the rights of creditors.
(iii) None of the execution and delivery of the Agreement, the consummation of any other
transaction contemplated therein, or the fulfillment of or compliance with the terms of the
Agreement, will result in the breach of, or constitute a default under, any term or provision
of the organizational documents of Xxxxx Fargo or conflict with, result in a material breach,
violation or acceleration of or constitute a material default under, the terms of any indenture
or other agreement or instrument to which Xxxxx Fargo is a party or by which it is bound, or
any statute, order, judgment, or regulation applicable to Xxxxx Fargo of any court, regulatory
body, administrative agency or governmental body having jurisdiction over Xxxxx Fargo.
(iv) There is no action, suit, proceeding or investigation pending, or to Xxxxx Fargo's
knowledge threatened, against Xxxxx Fargo before any court, administrative agency or other
tribunal (a) asserting the invalidity of the Agreement, (b) seeking to prevent the consummation
of any of the transactions contemplated thereby or (c) which might materially and adversely
affect the performance by Xxxxx Fargo of its obligations under, or the validity or
enforceability of, the Agreement.
(v) No consent, approval, authorization or order of any court, regulatory body or
governmental agency or court is required, under state or federal law prior to the execution,
delivery and performance by Xxxxx Fargo of the Agreement or the consummation of the
transactions contemplated by the Agreement.
IID-1
SCHEDULE IIE
Representations and Warranties of Servicer - GreenPoint Mortgage Funding, Inc.
GreenPoint, in its capacity as Servicer, hereby makes the representations and
warranties set forth in this Schedule IIE to the Depositor, the Trustee, the Trust Administrator and the
Master Servicer, as of the Closing Date, or if so specified herein, as of the Cut-off Date or such other
date as may be specified.
(i) GreenPoint is a corporation duly formed, validly existing and in good standing under
the laws of the jurisdiction of its incorporation and is qualified under the laws of each state
where required by applicable law or is otherwise exempt under applicable law from such
qualification.
(ii) GreenPoint has all requisite corporate power, authority and capacity to enter into the
Agreement and to perform the obligations required of it thereunder. The Agreement (assuming
the due authorization and execution of the Agreement by the other parties thereto) constitutes
a valid and legally binding agreement of GreenPoint enforceable in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization and similar laws, and by equitable principles affecting the enforceability of
the rights of creditors.
(iii) None of the execution and delivery of the Agreement, the consummation of any other
transaction contemplated therein, or the fulfillment of or compliance with the terms of the
Agreement, will result in the breach of, or constitute a default under, any term or provision
of the organizational documents of GreenPoint or conflict with, result in a material breach,
violation or acceleration of or constitute a material default under, the terms of any indenture
or other agreement or instrument to which GreenPoint is a party or by which it is bound, or any
statute, order, judgment, or regulation applicable to GreenPoint of any court, regulatory body,
administrative agency or governmental body having jurisdiction over GreenPoint.
(iv) There is no action, suit, proceeding or investigation pending, or to GreenPoint's
knowledge threatened, against GreenPoint before any court, administrative agency or other
tribunal (a) asserting the invalidity of the Agreement, (b) seeking to prevent the consummation
of any of the transactions contemplated thereby or (c) which might reasonably be expected to
materially and adversely affect the performance by GreenPoint of its obligations under, or the
validity or enforceability of, the Agreement.
(v) No consent, approval, authorization or order of any court, regulatory body or
governmental agency or court is required, under state or federal law prior to the execution,
delivery and performance by GreenPoint of the Agreement or the consummation of the transactions
contemplated by the Agreement.
(vi) With respect to each GreenPoint Serviced Mortgage Loan, GreenPoint has fully
furnished, in accordance with the Fair Credit Reporting Act and its implementing regulations,
accurate and complete information (e.g., favorable and unfavorable) on its borrower credit
files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis.
IIE-1
SCHEDULE IIF
Representations and Warranties of Servicer - Washington Mutual Mortgage Securities Corp.
WMMSC, in its capacity as a Servicer, hereby makes the representations and warranties
set forth in this Schedule IIF to the Depositor, the Trustee and the Trust Administrator, as of the
Closing Date, or if so specified herein, as of the Cut off Date or such other date as may be specified.
(i) WMMSC is a corporation duly incorporated, validly existing and in good standing under
the laws of the jurisdiction of its incorporation and is qualified under the laws of each state
where required by applicable law or is otherwise exempt under applicable law from such
qualification.
(ii) WMMSC has all requisite corporate power, authority and capacity to enter into the
Agreement and to perform the obligations required of it thereunder. The Agreement (assuming
the due authorization and execution of the Agreement by the other parties thereto) constitutes
a valid and legally binding agreement of WMMSC enforceable in accordance with its terms, except
as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and
similar laws, and by equitable principles affecting the enforceability of the rights of
creditors.
(iii) None of the execution and delivery of the Agreement, the consummation of any other
transaction contemplated therein, or the fulfillment of or compliance with the terms of the
Agreement, will result in the breach of, or constitute a default under, any term or provision
of the organizational documents of WMMSC or conflict with, result in a material breach,
violation or acceleration of or constitute a material default under, the terms of any indenture
or other agreement or instrument to which WMMSC is a party or by which it is bound, or any
statute, order, judgment, or regulation applicable to WMMSC of any court, regulatory body,
administrative agency or governmental body having jurisdiction over WMMSC.
(iv) There is no action, suit, proceeding or investigation pending, or to WMMSC's knowledge
threatened, against WMMSC before any court, administrative agency or other tribunal (a)
asserting the invalidity of the Agreement, (b) seeking to prevent the consummation of any of
the transactions contemplated thereby or (c) which might materially and adversely affect the
performance by WMMSC of its obligations under, or the validity or enforceability of, the
Agreement.
(v) No consent, approval, authorization or order of any court, regulatory body or
governmental agency or court is required, under state or federal law prior to the execution,
delivery and performance by WMMSC of the Agreement or the consummation of the transactions
contemplated by the Agreement.
(vi) With respect to each WMMSC Serviced Mortgage Loan, WMMSC has furnished information
regarding its borrower credit files to credit reporting agencies on a monthly basis in
compliance with the provisions of the Fair Credit Reporting Act and its implementing
regulations applicable to WMMSC.
IIF-1
SCHEDULE III
Representations and Warranties of DLJMC - Mortgage Loans
DLJMC, in its capacity as Seller, hereby makes the representations and warranties set
forth in this Schedule III to the Depositor, the Trustee and the Trust Administrator, as of the Closing
Date, or if so specified herein, as of the Cut off Date or such other date as may be specified, with
respect to the Mortgage Loans identified on Schedule I hereto, except as specified herein.
(i) The information set forth in Schedule I, with respect to the Mortgage Loans,
is complete, true and correct in all material respects;
(ii) No Mortgage Loan is 30 days or more contractually delinquent in payment and
there are no material defaults under the terms of any Mortgage Loan;
(iii) All taxes, governmental assessments, insurance premiums, water, sewer and
municipal charges, leasehold payments or ground rents which previously became
due and owing have been paid, or escrow funds have been established in an
amount sufficient to pay for every such escrowed item which remains unpaid and
which has been assessed but is not yet due and payable;
(iv) The terms of the Mortgage Note and the Mortgage have not been impaired,
waived, altered or modified in any respect, except by written instruments
which have been recorded or sent for recording to the extent any such
recordation is required by law, or, necessary to protect the interest of the
Depositor. No other instrument of waiver, alteration or modification has been
executed, and no Mortgagor has been released, in whole or in part, from the
terms thereof except in connection with an assumption agreement and which
assumption agreement is part of the Mortgage File and the terms of which are
reflected in Schedule IA; the substance of any such waiver, alteration or
modification has been approved by the issuer of any related Mortgage Guaranty
Insurance Policy and title insurance policy, to the extent required by the
related policies;
(v) The Mortgage Note and the Mortgage are not subject to any right of rescission,
set-off, counterclaim or defense, including, without limitation, the defense
of usury, nor will the operation of any of the terms of the Mortgage Note or
the Mortgage, or the exercise of any right thereunder, render the Mortgage
Note or Mortgage unenforceable, in whole or in part, or subject to any right
of rescission, set-off, counterclaim or defense, including the defense of
usury, and no such right of rescission, set-off, counterclaim or defense has
been asserted with respect thereto;
(vi) All buildings or other customarily insured improvements upon the Mortgaged
Property are insured by an insurer acceptable under the FNMA Guides, against
loss by fire, hazards of extended coverage and such other hazards as are
provided for in the FNMA Guides or by FHLMC, as well as all additional
requirements set forth in Section 4.09 of this Agreement. All such standard
hazard policies are in full force and effect and on the date of origination
contained a standard mortgagee clause naming DLJMC and its successors in
interest and assigns as loss payee and such clause is still in effect and all
premiums due thereon have been paid. If required by the Flood Disaster
Protection Act of 1973, as amended, the Mortgage Loan is covered by a flood
III-1
insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration which policy conforms to FNMA and FHLMC
requirements, as well as all additional requirements set forth in Section 4.09
of this Agreement. Such policy was issued by an insurer acceptable under FNMA
or FHLMC guidelines. The Mortgage obligates the Mortgagor thereunder to
maintain all such insurance at the Mortgagor's cost and expense, and on the
Mortgagor's failure to do so, authorizes the holder of the Mortgage to
maintain such insurance at the Mortgagor's cost and expense and to seek
reimbursement therefor from the Mortgagor;
(vii) Each Mortgage Loan at the time it was made complied in all material respects
with all applicable local, state and federal laws, including, without
limitation, usury, equal credit opportunity, disclosure, recording and all
applicable predatory and abusive lending laws;
(viii) The related Mortgage is a valid, subsisting, enforceable and perfected first
lien on the Mortgaged Property, including for Mortgage Loans that are not
Cooperative Loans, all buildings on the Mortgaged Property and all
installations and mechanical, electrical, plumbing, heating and air
conditioning systems affixed to such buildings, and all additions, alterations
and replacements made at any time with respect to the foregoing securing the
Mortgage Note's original principal balance. The Mortgage and the Mortgage
Note do not contain any evidence of any security interest or other interest or
right thereto. Such lien is free and clear of all adverse claims, liens and
encumbrances having priority over the first lien, as applicable, of the
Mortgage subject only to (1) the lien of non-delinquent current real property
taxes and assessments not yet due and payable, (2) covenants, conditions and
restrictions, rights of way, easements and other matters of the public record
as of the date of recording which are acceptable to mortgage lending
institutions generally and either (A) which are referred to or otherwise
considered in the appraisal made for the originator of the Mortgage Loan, or
(B) which do not adversely affect the appraised value of the Mortgaged
Property as set forth in such appraisal, and (3) other matters to which like
properties are commonly subject which do not materially interfere with the
benefits of the security intended to be provided by the Mortgage or the use,
enjoyment, value or marketability of the related Mortgaged Property. Any
security agreement, chattel mortgage or equivalent document related to and
delivered in connection with the Mortgage Loan establishes and creates a
valid, subsisting, enforceable and perfected first lien and first priority
security interest on the property described therein, and the Seller has the
full right to sell and assign the same to the Depositor;
(ix) The Mortgage Note and the related Mortgage are original and genuine and each
is the legal, valid and binding obligation of the maker thereof, enforceable
in all respects in accordance with its terms subject to bankruptcy,
insolvency, moratorium, reorganization and other laws of general application
affecting the rights of creditors and by general equitable principles;
(x) DLJMC or its affiliate is the sole owner of record and holder of the Mortgage
Loan and the indebtedness evidenced by the Mortgage Note. Immediately prior
to the transfer and assignment to the Depositor on the Closing Date, the
III-2
Mortgage Loan, including the Mortgage Note and the Mortgage, were not subject
to an assignment or pledge, and DLJMC had good and marketable title to and was
the sole owner thereof and had full right to transfer and sell the Mortgage
Loan to the Depositor free and clear of any encumbrance, equity, lien, pledge,
charge, claim or security interest and has the full right and authority
subject to no interest or participation of, or agreement with, any other
party, to sell and assign the Mortgage Loan and following the sale of the
Mortgage Loan, the Depositor will own such Mortgage Loan free and clear of any
encumbrance, equity, participation interest, lien, pledge, charge, claim or
security interest;
(xi) There are no mechanics' or similar liens or claims which have been filed for
work, labor or material (and no rights are outstanding that under law could
give rise to such liens) affecting the related Mortgaged Property which are or
may be liens prior to or equal to the lien of the related Mortgage;
(xii) All improvements subject to the Mortgage which were considered in determining
the appraised value of the Mortgaged Property lie wholly within the boundaries
and building restriction lines of the Mortgaged Property (and wholly within
the project with respect to a condominium unit) except for de minimis
encroachments permitted by the FNMA Guide and which have been noted on the
appraisal or the title policy affirmatively insures against loss or damage by
reason of any violation, variation or encroachment adverse circumstances which
is either disclosed or would have been disclosed by an accurate survey, and no
improvements on adjoining properties encroach upon the Mortgaged Property
except those which are insured against by the title insurance policy referred
to in clause (v) above or are acceptable under FNMA or FHLMC guidelines and
all improvements on the property comply with all applicable zoning and
subdivision laws and ordinances;
(xiii) The Mortgaged Property is not subject to any material damage by waste, fire,
earthquake, windstorm, flood or other casualty. At origination of the
Mortgage Loan there was, and there currently is, no proceeding pending for the
total or partial condemnation of the Mortgaged Property;
(xiv) Each Mortgage Loan has been serviced in all material respects in compliance
with accepted servicing practices;
(xv) With respect to each Cooperative Loan, the related Mortgage is a valid,
enforceable and subsisting first security interest on the related Cooperative
Shares securing the related Mortgage Note, subject only to (a) liens of the
Cooperative Property for unpaid assessments representing the Mortgagor's pro
rata share of the Cooperative Property's payments for its blanket mortgage,
current and future real property taxes, insurance premiums, maintenance fees
and other assessments to which like collateral is commonly subject and (b)
other matters to which like collateral is commonly subject which do not
materially interfere with the benefits of the security intended to be provided
by the Security Agreement. There are no liens against or security interest in
the Cooperative Shares relating to each Cooperative Loan (except for unpaid
maintenance, assessments and other amounts owed to the related Cooperative
Property which individually or in the aggregate will not have a material
III-3
adverse effect on such Cooperative Loan), which have priority over DLJMC's
security interest in such Cooperative Shares;
(xvi) The Mortgage Loan complies with all terms, conditions and requirements of the
originator's underwriting standards in effect at the time of origination of
such Mortgage Loan;
(xvii) Each Mortgage Loan constitutes a qualified mortgage under
Section 860G(a)(3)(A) of the Code and Treasury Regulations
Section 1.860G-2(a)(1);
(xviii) With respect to each Mortgage Loan sold by any Seller, to the knowledge of
DLJMC, (i) no borrower obtained a prepaid single-premium credit insurance
policy in connection with the origination of a Mortgage Loan, (ii) the related
Servicer of each such Mortgage Loan has fully furnished, in accordance with
the Fair Credit Reporting Act and its implementing regulations, accurate and
complete information on its borrower credit files to Equifax, Experian and
Trans Union Credit Information Company, on a monthly basis; (iii) no such
Mortgage Loan will impose a Prepayment Penalty for a term in excess of five
years; and (iv) with respect to any Mortgage Loans that are on manufactured
housing, such housing will be the principal residence of the borrower upon
origination of such mortgage loan;
(xix) DLJMC has delivered or caused to be delivered to the Trustee or the Custodian
on behalf of the Trustee the original Mortgage bearing evidence that such
instruments have been recorded in the appropriate jurisdiction where the
Mortgaged Property is located as determined by DLJMC (or in lieu of the
original of the Mortgage or the assignment thereof, a duplicate or conformed
copy of the Mortgage or the instrument of assignment, if any, together with a
certificate of receipt from DLJMC or the settlement agent who handled the
closing of the Mortgage Loan, certifying that such copy or copies represent
true and correct copies represent true and correct copy(ies) of the originals)
and that such original(s) have been or are currently submitted to be recorded
in the appropriate governmental recording office of the jurisdiction where the
Mortgaged Property is located or a certification or receipt of the recording
authority evidencing the same;
(xx) The Mortgage File contains each of the documents specified in Section 2.01(b)
of this Agreement;
(xxi) No Mortgage Loan sold by the Seller secured by a Mortgaged Property located in
the State of Georgia was originated on or after October 1, 2002 and before
March 7, 2003 and no Mortgage Loan secured by Mortgaged Property located in
the State of Georgia that was originated on or after March 7, 2003 is a "high
cost home loan" as defined in the Georgia Fair Lending Act (HB 1361), as
amended;
(xxii) With respect to each Cooperative Loan, the Cooperative Shares that is pledged
as security for the Cooperative Loan is held by a person as a
tenant-stockholder (as defined in Section 216 of the Code) in a cooperative
housing corporation (as defined in Section 216 of the Code);
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(xxiii) None of the Mortgage Loans sold by the Seller are classified as (a) a "high
cost mortgage" loan under the Home Ownership and Equity Protection Act of 1994
or (b) a "high cost home," "covered," "high cost," "high risk home" or
"predatory" loan under any other applicable state, federal or local law;
(xxiv) With respect to each Mortgage Loan, (a) the Mortgage Loan was originated by a
mortgagee approved by the Secretary of Housing and Urban Development pursuant
to sections 203 and 211 of the National Housing Act, a savings and loan
association, a savings bank, a commercial bank, credit union, insurance
company or similar institution which is supervised and examined by a federal
or state authority or (b) at the time the Mortgage Loan was originated, the
originator was a mortgagee duly licensed as required by the State within which
the Mortgage Loan was originated, and was subject to supervision and
examination conducted by the applicable State authority of such State;
(xxv) With respect to each Mortgage Loan that has a Prepayment Premium feature, each
such Prepayment Premium is enforceable and, at the time such Mortgage Loan was
originated, each Prepayment Premium complied with applicable federal, state
and local law, subject to federal preemption where applicable;
(xxvi) The related Servicer of each Mortgage Loan sold by the Seller will fully
furnish, in accordance with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information on its borrower credit files to
Equifax, Experian and Trans Union Credit Information Company, on a monthly
basis;
(xxvii) With respect to the Conforming Loans, the original principal balance of each
such Mortgage Loan is within Xxxxxxx Mac's dollar amount limits for conforming
one- to four-family Mortgage Loans;
(xxviii) Each Mortgage Loan that is secured by residential real property (or a
leasehold interest therein) has a loan-to-value ratio of 100% or less by
Cut-Off Date Principal Balance;
(xxix) No Mortgage Loan sold by the Seller is a "High Cost Loan" or "Covered Loan,"
as applicable, as such terms are defined in the then current Standard & Poor's
LEVELS® Glossary which is now Version 5.7 Revised, Appendix E, in effect as of
the Closing Date; and
(xxx) With respect to any Mortgage Loan originated on or after August 1, 2004,
neither the related Mortgage nor the related Mortgage Note requires the
related Mortgagor to submit to arbitration to resolve any dispute arising out
of or relating in any way to the Mortgage Loan.
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