CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
DEPOSITOR,
DLJ MORTGAGE CAPITAL, INC.,
SELLER,
XXXXX FARGO BANK, N.A.,
MASTER SERVICER, SERVICER, TRUST ADMINISTRATOR AND SUPPLEMENTAL INTEREST TRUST TRUSTEE,
SELECT PORTFOLIO SERVICING, INC.,
SERVICER, SPECIAL SERVICER AND MODIFICATION OVERSIGHT AGENT,
AND
U.S. BANK NATIONAL ASSOCIATION,
TRUSTEE
SERIES SUPPLEMENT
DATED AS OF MAY 1, 2007
TO
STANDARD TERMS OF POOLING AND SERVICING AGREEMENT
DATED AS OF MAY 1, 2007
RELATING TO
ADJUSTABLE RATE MORTGAGE TRUST 2007-2
ADJUSTABLE RATE MORTGAGE-BACKED PASS-THROUGH CERTIFICATES,
SERIES 2007-2
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS............................................................................................11
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES..........................................40
SECTION 2.01. Conveyance of Trust Fund..............................................................40
SECTION 2.02. Acceptance by the Trustee.............................................................40
SECTION 2.03. Representations and Warranties of the Seller, Master Servicer and Servicers...........40
SECTION 2.04. Representations and Warranties of the Depositor as to the Mortgage Loans..............41
SECTION 2.05. Delivery of Opinion of Counsel in Connection with Substitutions.......................41
SECTION 2.06. Issuance of Certificates..............................................................41
SECTION 2.07. REMIC Provisions......................................................................41
SECTION 2.08. Covenants of the Master Servicer and each Servicer....................................46
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS.......................................................46
ARTICLE IV PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS.........................................................46
SECTION 4.01. Priorities of Distribution............................................................46
SECTION 4.02. Allocation of Losses..................................................................55
SECTION 4.03. Recoveries............................................................................56
SECTION 4.04. Monthly Statements to Certificateholders..............................................56
SECTION 4.05. Servicer to Cooperate.................................................................57
SECTION 4.06. [Reserved]............................................................................57
SECTION 4.07. [Reserved]............................................................................57
SECTION 4.08. Supplemental Interest Trust...........................................................57
SECTION 4.09. Rights of Swap Counterparty...........................................................59
SECTION 4.10. Replacement Swap Counterparty.........................................................59
ARTICLE V ADVANCES BY THE MASTER SERVICER AND SERVICERS..........................................................59
ARTICLE VI THE CERTIFICATES......................................................................................60
ARTICLE VII THE DEPOSITOR, THE SELLER, THE MASTER SERVICER, THE SERVICERS, THE SPECIAL SERVICER AND THE
MODIFICATION OVERSIGHT AGENT..................................................................60
ARTICLE VIII DEFAULT.............................................................................................60
ARTICLE IX CONCERNING THE TRUSTEE................................................................................60
ARTICLE X CONCERNING THE TRUST ADMINISTRATOR.....................................................................60
ARTICLE XI TERMINATION...........................................................................................60
SECTION 11.01. Termination upon Liquidation or Purchase of all Mortgage Loans........................60
SECTION 11.02. Determination of the Terminating Entity...............................................62
SECTION 11.03. Procedure Upon Optional Termination or Terminating Auction Sale.......................63
SECTION 11.04. Additional Termination Requirements...................................................64
ARTICLE XII MISCELLANEOUS PROVISIONS.............................................................................65
ARTICLE XIII EXCHANGE ACT REPORTING..............................................................................65
EXHIBITS
Exhibit A: Standard Terms of Pooling and Servicing Agreement....................................A-1
SCHEDULES
Schedule I: Mortgage Loan Schedule...............................................................I-1
APPENDICES
Appendix A: [RESERVED]..................................................................Appendix A-1
THIS SERIES SUPPLEMENT dated as of May 1, 2007 (the "Series Supplement"), to the
STANDARD TERMS OF POOLING AND SERVICING AGREEMENT dated as of May 1, 2007 and attached hereto as
Exhibit A (the "Standard Terms" and, together with this Series Supplement, the "Pooling and Servicing
Agreement" or "Agreement"), is hereby executed by and among CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP., as depositor (the "Depositor"), DLJ MORTGAGE CAPITAL, INC. ("DLJMC"), as seller (in
such capacity, the "Seller"), XXXXX FARGO BANK, N.A., as master servicer (in such capacity, the "Master
Servicer"), as a servicer (in such capacity, a "Servicer"), as supplemental interest trust trustee (in
such capacity, the "Supplemental Interest Trust Trustee") and as trust administrator (in such capacity,
the "Trust Administrator"), SELECT PORTFOLIO SERVICING, INC. ("SPS"), as a servicer (in such capacity, a
"Servicer"), as special servicer (in such capacity, the "Special Servicer"), and as modification
oversight agent (the "Modification Oversight Agent"), and U.S. BANK NATIONAL ASSOCIATION, as trustee (in
such capacity, the "Trustee"). Capitalized terms used in this Agreement and not otherwise defined will
have the meanings assigned to them in Article I below or, if not defined therein, in the Standard Terms.
PRELIMINARY STATEMENT
The Depositor is the owner of the Trust Fund (other than the Trust's rights under the
Swap Agreement) that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund
(exclusive of any entitlement to Assigned Prepayment Premiums, the Swap Agreement and the assets held in
the Supplemental Interest Account) for federal income tax purposes shall consist of four REMICs
(referred to as "REMIC I," "REMIC II," "REMIC III" and "REMIC IV").
The terms and provisions of the Standard Terms are hereby incorporated by reference
herein as though set forth in full herein. If any term or provision contained herein shall conflict
with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of
this Series Supplement shall govern. All capitalized terms not otherwise defined herein shall have the
meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the
date of this Series Supplement.
REMIC I
As provided herein, the Trust Administrator will make an election to treat the segregated pool
of assets consisting of the Group 1 Mortgage Loans and certain other related assets (exclusive of any
entitlement to Assigned Prepayment Premiums) subject to this Agreement as a real estate mortgage
investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will
be designated as "REMIC I." Component I of the Class AR-L Certificates will represent the sole Class of
"residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal
income tax law. The following table irrevocably sets forth the designation, remittance rate (the
"Uncertificated REMIC I Pass-Through Rate") and initial Uncertificated Principal Balance for each of the
"regular interests" in REMIC I (the "REMIC I Regular Interests") and the Class Principal Balance of
Component I of the Class AR-L Certificates. The "latest possible maturity date" (determined solely for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I Regular
Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated.
Class Designation for each
REMIC I Regular Interest and Initial Uncertificated
Component I of the Class AR-L Uncertificated REMIC I Principal Balance or Class
Certificates Type of Interest Pass-Through Rate Principal Balance Final Maturity Date*
Class Y-1 Regular Variable(1) $ 182,550,050.00 June 2037
Class Z-1 Regular Variable(1) $ 11,961,304.61 June 2037
Component I of the Class AR-L Residual Variable(1) $ 50.00 June 2037
-------------------------------
* The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group
matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the "latest possible maturity date" shall be
the Final Maturity Date.
(1) Interest distributed to the REMIC I Regular Interests Y-1 and Z-1 and Component I of the Class AR-L Certificates on each Distribution Date will
have accrued at the weighted average of the Net Mortgage Rates for the Group 1 Loans on the applicable Uncertificated Principal Balance or Class
Principal Balance outstanding immediately before such Distribution Date.
REMIC II
As provided herein, the Trust Administrator will make an election to treat the segregated pool
of assets consisting of the Group 2 Mortgage Loans and certain other related assets (exclusive of any
entitlement to Assigned Prepayment Premiums, the Swap Agreement and the assets held in the Supplemental
Interest Account) subject to this Agreement as a real estate mortgage investment conduit (a "REMIC") for
federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II."
Component II of the Class AR-L Certificates will represent the sole Class of "residual interests" in
REMIC II for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The
following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC II
Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in
REMIC II (the "REMIC II Regular Interests"). The "latest possible maturity date" (determined solely for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC II Regular
Interest shall be the Maturity Date. None of the REMIC II Regular Interests will be certificated.
Uncertificated REMIC II Initial Uncertificated REMIC I
Designation Pass-Through Rate Principal Balance ($)
II-1-A Variable(1) 5,705,752.695
II-2-A Variable(1) 6,223,307.895
II-3-A Variable(1) 6,613,317.710
II-4-A Variable(1) 6,978,486.535
II-5-A Variable(1) 7,316,208.850
II-6-A Variable(1) 7,623,699.140
II-7-A Variable(1) 7,877,037.110
II-8-A Variable(1) 8,093,744.230
II-9-A Variable(1) 8,280,068.915
II-10-A Variable(1) 8,264,187.940
II-11-A Variable(1) 7,713,334.050
II-12-A Variable(1) 7,218,248.280
II-13-A Variable(1) 6,774,730.140
II-14-A Variable(1) 6,352,692.960
II-15-A Variable(1) 5,961,781.000
II-16-A Variable(1) 5,590,620.135
II-17-A Variable(1) 5,214,865.545
II-18-A Variable(1) 4,895,840.810
II-19-A Variable(1) 4,683,912.905
II-20-A Variable(1) 4,459,603.490
II-21-A Variable(1) 4,262,459.595
II-22-A Variable(1) 4,072,424.035
II-23-A Variable(1) 3,892,374.545
II-24-A Variable(1) 3,722,185.005
II-25-A Variable(1) 3,574,785.760
II-26-A Variable(1) 3,407,414.210
II-27-A Variable(1) 3,263,388.705
II-28-A Variable(1) 3,126,034.135
II-29-A Variable(1) 2,994,310.155
II-30-A Variable(1) 2,868,861.805
II-31-A Variable(1) 2,748,772.425
II-32-A Variable(1) 2,634,658.485
II-33-A Variable(1) 2,596,452.825
II-34-A Variable(1) 2,577,825.270
II-35-A Variable(1) 2,475,080.925
II-36-A Variable(1) 2,324,674.045
II-37-A Variable(1) 2,232,432.875
II-38-A Variable(1) 2,129,502.110
II-39-A Variable(1) 2,038,247.455
II-40-A Variable(1) 1,948,313.090
II-41-A Variable(1) 1,865,255.035
II-42-A Variable(1) 1,786,329.505
II-43-A Variable(1) 1,710,906.665
II-44-A Variable(1) 1,638,806.770
II-45-A Variable(1) 1,569,748.270
II-46-A Variable(1) 1,501,856.840
II-47-A Variable(1) 1,438,858.275
II-48-A Variable(1) 1,378,901.510
II-49-A Variable(1) 1,321,561.905
II-50-A Variable(1) 1,266,786.980
II-51-A Variable(1) 1,214,381.290
II-52-A Variable(1) 1,162,797.440
II-53-A Variable(1) 1,114,565.850
II-54-A Variable(1) 1,068,734.230
II-55-A Variable(1) 1,024,958.095
II-56-A Variable(1) 1,026,867.585
II-57-A Variable(1) 1,233,992.545
II-58-A Variable(1) 19,215,553.420
II-1-B Variable(1) 5,705,752.695
II-2-B Variable(1) 6,223,307.895
II-3-B Variable(1) 6,613,317.710
II-4-B Variable(1) 6,978,486.535
II-5-B Variable(1) 7,316,208.850
II-6-B Variable(1) 7,623,699.140
II-7-B Variable(1) 7,877,037.110
II-8-B Variable(1) 8,093,744.230
II-9-B Variable(1) 8,280,068.915
II-10-B Variable(1) 8,264,187.940
II-11-B Variable(1) 7,713,334.050
II-12-B Variable(1) 7,218,248.280
II-13-B Variable(1) 6,774,730.140
II-14-B Variable(1) 6,352,692.960
II-15-B Variable(1) 5,961,781.000
II-16-B Variable(1) 5,590,620.135
II-17-B Variable(1) 5,214,865.545
II-18-B Variable(1) 4,895,840.810
II-19-B Variable(1) 4,683,912.905
II-20-B Variable(1) 4,459,603.490
II-21-B Variable(1) 4,262,459.595
II-22-B Variable(1) 4,072,424.035
II-23-B Variable(1) 3,892,374.545
II-24-B Variable(1) 3,722,185.005
II-25-B Variable(1) 3,574,785.760
II-26-B Variable(1) 3,407,414.210
II-27-B Variable(1) 3,263,388.705
II-28-B Variable(1) 3,126,034.135
II-29-B Variable(1) 2,994,310.155
II-30-B Variable(1) 2,868,861.805
II-31-B Variable(1) 2,748,772.425
II-32-B Variable(1) 2,634,658.485
II-33-B Variable(1) 2,596,452.825
II-34-B Variable(1) 2,577,825.270
II-35-B Variable(1) 2,475,080.925
II-36-B Variable(1) 2,324,674.045
II-37-B Variable(1) 2,232,432.875
II-38-B Variable(1) 2,129,502.110
II-39-B Variable(1) 2,038,247.455
II-40-B Variable(1) 1,948,313.090
II-41-B Variable(1) 1,865,255.035
II-42-B Variable(1) 1,786,329.505
II-43-B Variable(1) 1,710,906.665
II-44-B Variable(1) 1,638,806.770
II-45-B Variable(1) 1,569,748.270
II-46-B Variable(1) 1,501,856.840
II-47-B Variable(1) 1,438,858.275
II-48-B Variable(1) 1,378,901.510
II-49-B Variable(1) 1,321,561.905
II-50-B Variable(1) 1,266,786.980
II-51-B Variable(1) 1,214,381.290
II-52-B Variable(1) 1,162,797.440
II-53-B Variable(1) 1,114,565.850
II-54-B Variable(1) 1,068,734.230
II-55-B Variable(1) 1,024,958.095
II-56-B Variable(1) 1,026,867.585
II-57-B Variable(1) 1,233,992.545
II-58-B Variable(1) 19,215,553.420
A-I Variable(1) 2,633,875.850
_______________
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(1) Calculated as provided in the definition of Uncertificated REMIC II Pass-Through Rate.
REMIC III
As provided herein, the Trust Administrator will elect to treat the segregated pool of assets
consisting of the REMIC I Regular Interests and REMIC II Regular Interests as a REMIC for federal income
tax purposes, and such segregated pool of assets will be designated as "REMIC III." Component III of
the Class AR-L Certificates will represent the sole Class of "residual interests" in REMIC III for
purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table
irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC III Pass-Through
Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in REMIC III (the
"REMIC III Regular Interests"). The "latest possible maturity date" (determined solely for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC III Regular Interest shall be
the Maturity Date. None of the REMIC III Regular Interests will be certificated.
Class Designation for each
REMIC III Regular Interest Initial Uncertificated
and Component III of the Uncertificated REMIC III Principal Balance or
Class AR-L Certificates Type of Interest Pass-Through Rate Class Principal Balance Final Maturity Date*
Class LT-1 Regular Variable(1) $469,101,506.29 June 2037
Class LT-2 Regular Variable(1) $ 16,466.22 June 2037
Class LT-3 Regular 0.00% $ 30,451.67 June 2037
Class LT-4 Regular Variable(2) $ 30,451.67 June 2037
Class LT-IO Regular Variable (3) June 2037
Component II of the Class AR-L Residual N/A $ 0.00 June 2037
-------------------------------
* The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group
matures. For federal income tax purposes, for each Class of REMIC III Regular and Residual Interests, the "latest possible maturity date" shall
be the Final Maturity Date.
(1) Interest distributed to the REMIC III Regular Interests LT-1 and LT-2 on each Distribution Date will have accrued at the weighted average of the
Net Mortgage Rates for the Group 2 Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date
(2) Interest distributed to the REMIC III Regular Interest LT-4 on each Distribution Date will have accrued at twice the weighted average of the Net
Mortgage Rates for the Group 2 Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date.
(3) REMIC III Regular Interest LT-IO will not have an Uncertificated Principal Balance but will accrue interest on its uncertificated notional amount
calculated in accordance with the definition of "Uncertificated Notional Amount" herein.
REMIC IV
As provided herein, the Trust Administrator will elect to treat the segregated pool of
assets consisting of the REMIC I Regular Interests and REMIC III Regular Interests as a REMIC for
federal income tax purposes, and such segregated pool of assets will be designated as "REMIC IV." The
Class AR Certificates will represent the sole Class of "residual interests" in REMIC IV for purposes of
the REMIC Provisions under federal income tax law. The following table and the footnotes that follow
irrevocably sets forth the designation, Pass-Through Rate, aggregate Initial Class Principal Balance,
and certain other features for each Class of Certificates comprising the interests representing "regular
interests" in REMIC IV and the Class AR Certificates. The "latest possible maturity date" (determined
solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each Class of
REMIC IV Regular Certificates shall be the Maturity Date. The REMIC IV Regular Interest LT-IO will not
be certificated.
Class Integral Multiples
Principal Pass-Through in Excess
Class Balance Rate (per annum) Minimum Denomination of Minimum
Class 1-A-1 $ 154,772,000.00 Variable(1) $25,000 $1
Class 1-A-2-1 $ 25,000,000.00 Variable(1) $25,000 $1
Class 1-A-2-2 $ 2,778,000.00 Variable(1) $25,000 $1
Class 2-A-1 $ 302,800,000.00 Variable(2) $25,000 $1
Class 2-A-2-1 $ 67,610,000.00 Variable(3) $25,000 $1
Class 2-A-2-2 $ 18,910,000.00 Variable(4) $25,000 $1
Class 2-A-3 $ 43,260,000.00 Variable(5) $25,000 $1
Class 2-M-1 $ 15,015,000.00 Variable(6) $25,000 $1
Class 2-M-2 $ 3,515,000.00 Variable(7) $25,000 $1
Class 2-M-3 $ 4,460,000.00 Variable(8) $25,000 $1
Class 2-M-4 $ 2,345,000.00 Variable(9) $25,000 $1
Class 2-M-5 $ 2,345,000.00 Variable(9) $25,000 $1
Class 2-M-6 $ 2,345,000.00 Variable(9) $25,000 $1
Class 2-M-7 $ 2,350,000.00 Variable(9) $25,000 $1
Class 1-B-1 $ 6,905,000.00 Variable(1) $25,000 $1
Class 1-B-2 $ 1,750,000.00 Variable(1) $25,000 $1
Class 1-B-3 $ 970,000.00 Variable(1) $25,000 $1
Class 1-B-4 $ 975,000.00 Variable(1) $25,000 $1
Class 1-B-5 $ 780,000.00 Variable(1) $25,000 $1
Class 1-B-6 $ 581,304.61 Variable(1) $25,000 $1*
Class 2-X $ 4,223,875.85(10) Variable(11) (12) N/A
Class P (13) N/A (14) N/A
Class AR $ 50.00 N/A (15) N/A
IO (16) (17) N/A N/A
_______________
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* Except for one certificate of the Class 1-B-6 Certificates which shall contain any stub piece of
less than $1.
(1) The Pass-Through Rate for the June 2007 Distribution Date for the Class 1-A-1, Class 1-A-2-1,
Class 1-A-2-2, Class 1-B-1, Class 1-B-2, Class 1-B-3, Class 1-B-4, Class 1-B-5 and Class 1-B-6
Certificates is 5.96961% per annum. After such Distribution Date, the Pass-Through Rate for such
Certificates shall be a per annum rate equal to the Net WAC Rate for Loan Group 1 for that
Distribution Date.
(2) The Pass-Through Rate for the June 2007 Distribution Date for the Class 2-A-1 Certificates is
5.530% per annum. After such Distribution Date, the Pass-Through Rate for the Class 2-A-1
Certificates shall be a per annum rate equal to the least of (a) the sum of the applicable
Certificate Index and the applicable Certificate Margin for such Distribution Date, (b) the Net
Funds Cap and (c) 11.00%.
(3) The Pass-Through Rate for the June 2007 Distribution Date for the Class 2-A-2-1 Certificates is
5.470% per annum. After such Distribution Date, the Pass-Through Rate for the Class 2-A-2-1
Certificates shall be a per annum rate equal to the least of (a) the sum of the applicable
Certificate Index and the applicable Certificate Margin for such Distribution Date, (b) the Net
Funds Cap and (c) 11.00%.
(4) The Pass-Through Rate for the June 2007 Distribution Date for the Class 2-A-2-2 Certificates is
5.640% per annum. After such Distribution Date, the Pass-Through Rate for the Class 2-A-2-2
Certificates shall be a per annum rate equal to the least of (a) the sum of the applicable
Certificate Index and the applicable Certificate Margin for such Distribution Date, (b) the Net
Funds Cap and (c) 11.00%.
(5) The Pass-Through Rate for the June 2007 Distribution Date for the Class 2-A-3 Certificates is
5.660% per annum. After such Distribution Date, the Pass-Through Rate for the Class 2-A-3
Certificates shall be a per annum rate equal to the least of (a) the sum of the applicable
Certificate Index and the applicable Certificate Margin for such Distribution Date, (b) the Net
Funds Cap and (c) 11.00%.
(6) The Pass-Through Rate for the June 2007 Distribution Date for the Class 2-M-1 Certificates is
5.770% per annum. After such Distribution Date, the Pass-Through Rate for the Class 2-M-1
Certificates shall be a per annum rate equal to the least of (a) the sum of the applicable
Certificate Index and the applicable Certificate Margin for such Distribution Date, (b) the Net
Funds Cap and (c) 11.00%.
(7) The Pass-Through Rate for the June 2007 Distribution Date for the Class 2-M-2 Certificates is
5.920% per annum. After such Distribution Date, the Pass-Through Rate for the Class 2-M-2
Certificates shall be a per annum rate equal to the least of (a) the sum of the applicable
Certificate Index and the applicable Certificate Margin for such Distribution Date, (b) the Net
Funds Cap and (c) 11.00%.
(8) The Pass-Through Rate for the June 2007 Distribution Date for the Class 2-M-3 Certificates is
6.470% per annum. After such Distribution Date, the Pass-Through Rate for the Class 2-M-3
Certificates shall be a per annum rate equal to the least of (a) the sum of the applicable
Certificate Index and the applicable Certificate Margin for such Distribution Date, (b) the Net
Funds Cap and (c) 11.00%.
(9) The Pass-Through Rate for the June 2007 Distribution Date for the Class 2-M-4, Class 2-M-5,
Class 2-M-6 and Class 2-M-7 Certificates is 6.820% per annum. After such Distribution Date, the
Pass-Through Rate for such Certificates shall be a per annum rate equal to the least of (a) the sum
of the applicable Certificate Index and the applicable Certificate Margin for such Distribution
Date, (b) the Net Funds Cap and (c) 11.00%.
(10) The Class 2-X Certificates will not accrue interest on their Class Principal Balance. The
Class 2-X Certificates accrue interest on the Class 2-X Notional Amount.
(11) The Class 2-X Certificates will be comprised of two REMIC IV regular interests, a principal only
regular interest designated 2-X-PO and an interest only regular interest designated 2-X-IO, which
will be entitled to distributions as set forth herein. On each Distribution Date, the Class 2-X
Certificates shall be entitled to the Class 2-X Distributable Amount. With respect to any
Distribution Date, interest accrued on the Class 2-X Certificates during the related Accrual Period
shall equal interest at the related Pass-Through Rate on the Class 2-X Notional Amount immediately
prior to such Distribution Date, in each case reduced by any interest shortfalls with respect to
the Mortgage Loans in the related Loan Group including Prepayment Interest Shortfalls to the extent
not covered by Compensating Interest Payments. The Pass-Through Rate for the Class 2-X
Certificates or the REMIC IV Regular Interest 2-X-IO for any Distribution Date shall equal a per
annum rate equal to the percentage equivalent of a fraction, the numerator of which is the product
of (a) 30 and (b) the sum of the amounts calculated pursuant to clauses (i) through (iv) below, and
the denominator of which is the product of (a) the actual number of days in the related Accrual
Period and (b) the aggregate principal balance of the REMIC III Regular Interests LT1, LT2, LT3 and
LT4. For purposes of calculating the Pass-Through Rate for the Class 2-X Certificates, the
numerator is equal to the sum of the following components:
(i) the Uncertificated Pass-Through Rate for REMIC III Regular Interests LT1 minus the Marker
Rate, applied to a notional amount equal to the aggregate Uncertificated Principal Balance
of REMIC III Regular Interests LT1;
(ii) the Uncertificated Pass-Through Rate for REMIC III Regular Interest LT2 minus the Marker
Rate, applied to a notional amount equal to the Uncertificated Principal Balance of
REMIC III Regular Interest LT2; and
(iii) the Uncertificated Pass-Through Rate for REMIC III Regular Interest LT4 minus twice
the Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance
of REMIC III Regular Interest LT4.
Accrued interest on the Class 2-X Certificates shall accrue on the basis of a 360-day year and the
actual number of days in the related Accrual Period. Payments to any Class of Group 2 Certificates
in respect of Basis Risk Shortfalls from the Group 2 Available Distribution Amount shall be deemed
to have first been distributed from REMIC IV to the holders of the Class 2-X Certificates in
respect of the Class 2-X-IO REMIC IV Regular Interest and then paid by such holders to such Class
of Group 2 Certificates.
(12) The Class 2-X Certificates will be issued in certificated, fully-registered form in minimum
denominations of 20% of the Percentage Interest therein and increments of 10% in excess thereof.
(13) The Class P Certificates will not have a Class Principal Balance. The Class P Certificates shall
have an initial notional balance of $240,011,928 and will be entitled to distributions of Assigned
Prepayment Premiums only. Such entitlement shall not be an interest in any REMIC created hereunder.
(14) The Class P Certificates will be issued in certificated, fully-registered form in minimum
denominations of 20% of the Percentage Interest therein and increments of 10% in excess thereof.
(15) The Class AR Certificates are issued in minimum Percentage Interests of 20%.
(16) For federal income tax purposes, REMIC III Regular Interest IO will not have a Pass Through Rate, but
will be entitled to 100% of the amounts distributed on REMIC IV Regular Interest LT-IO.
(17) For federal income tax purposes, REMIC IV Regular Interest IO will not have an Uncertificated
Principal Balance, but will have a notional amount equal to the Uncertificated Notional Amount of
REMIC III Regular Interest LT-IO.
For the avoidance of doubt, the Trust Administrator shall account for any interest
amount due to a Certificateholder in excess of the interest rate on the REMIC Regular Interest issued by
REMIC IV corresponding to such Certificate as part of the payment made to the Class 2-X Certificates, to
the extent it is entitled to funds from the REMIC, and then paid outside of the REMIC pursuant to a
separate contractual right to such Certificateholder.
The foregoing REMIC structure is intended to cause all of the cash from the Mortgage
Loans to flow through to REMIC IV as cash flow on a REMIC Regular Interest, without creating any
shortfall-actual or potential (other than for credit losses) to any REMIC Regular Interest. To the
extent that the structure is believed to diverge from such intention the Trust Administrator shall
resolve ambiguities to accomplish such result and shall to the extent necessary rectify any drafting
errors or seek clarification to the structure without Certificateholder approval (but with guidance of
counsel) to accomplish such intention.
Set forth below are designations of Classes of Certificates and Loan Groups to the categories used
herein:
Book-Entry Certificates............. All Classes of Certificates other than the Physical Certificates.
Class A Certificates................ The Class 1-A and Group 2 Senior Certificates.
Class 1-A Certificates.............. The Class 1-A-1, Class 1-A-2-1 and Class 1-A-2-2 Certificates.
Class 1-B Certificates.............. The Class 1-B-1, Class 1-B-2, Class 1-B-3, Class 1-B-4, Class 1-B-5 and Class 1-B-6 Certificates.
Class M Certificates................ The Class 2-M-1, Class 2-M-2, Class 2-M-3, Class 2-M-4, Class 2-M-5, Class 2-M-6 and Class 2-M-7
Certificates.
Economic Residual Floater Certificates
The Class 2-X Certificates.
ERISA-Restricted Certificates....... Residual Certificates and Private Certificates; and any Certificates that do not satisfy the
applicable ratings requirement under the Underwriter's Exemption.
Floater Certificates................ The Group 2 Certificates.
Floater Loan Group.................. Loan Group 2.
Group 1 Certificates................ The Class 1-A, Class 1-B and Residual Certificates.
Group 2 Certificates................ The Group 2 Senior Certificates, Class 2-X Certificates and Class M Certificates.
Group 2 Senior Certificates......... The Class 2-A-1, Class 2-A-2-1, Class 2-A-2-2 and Class 2-A-3 Certificates.
Group 2 Subordinate Certificates....
The Class M Certificates and Class 2-X Certificates.
LIBOR Certificates.................. The Group 2 Senior Certificates and Class M Certificates.
Notional Amount Certificates........ The Class 2-X Certificates and Class P Certificates.
Offered Certificates................ All Classes of Certificates other than the Private Certificates.
Pass-Through Certificates........... The Group 1 Certificates.
Pass-Through Loan Group............. Loan Group 1.
Private Certificates................ The Class 1-B-4, Class 1-B-5, Class 1-B-6, Class 2-X and Class P Certificates.
Physical Certificates............... The Residual Certificates and the Private Certificates.
Rating Agencies..................... Xxxxx'x and S&P.
Regular Certificates................ All Classes of Certificates other than the Residual Certificates.
Related Pass-Through Loan Groups Loan Group 1.
Residual Certificates............... The Class AR and Class AR-L Certificates.
Senior Certificates................. With respect to the Pass-Through Loan Group, the Class 1-A Certificates and the Residual
Certificates, and with respect to the Floater Loan Group, the Group 2 Senior Certificates.
Subordinate Certificates............ With respect to the Pass-Through Loan Group, the Class 1-B Certificates, and with respect to the
Floater Loan Group, the Group 2 Subordinate Certificates.
All covenants and agreements made by the Depositor herein are for the benefit and
security of the Certificateholders. The Depositor is entering into this Agreement, and the Trustee is
accepting the trusts created hereby and thereby, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged.
The parties hereto intend to effect an absolute sale and assignment of the Mortgage
Loans to the Trustee for the benefit of Certificateholders under this Agreement. However, the Depositor
and the Seller will hereunder absolutely assign and, as a precautionary matter grant a security
interest, in and to its rights, if any, in the Mortgage Loans to the Trustee on behalf of
Certificateholders to ensure that the interest of the Certificateholders hereunder in the Mortgage Loans
is fully protected.
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the Depositor, the Seller,
the Master Servicer, the Servicers, the Special Servicer, the Modification Oversight Agent, the Trustee
and the Trust Administrator agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meanings:
Accrual Period: For any interest bearing Class of Certificates (other than the LIBOR
Certificates) and each Class of REMIC I Regular Interests, REMIC II Regular Interests and REMIC III
Regular Interests and any Distribution Date, the calendar month immediately preceding such Distribution
Date, and with respect to the LIBOR Certificates, the period beginning on the immediately preceding
Distribution Date (or the Closing Date, in the case of the first Accrual Period) and ending on the day
immediately preceding such Distribution Date.
Advance: With respect to any Countrywide Serviced Mortgage Loan and any Distribution
Date, the payment required to be made by Countrywide with respect to the Remittance Date (as defined in
the Countrywide Underlying Servicing Agreement) in the month of such Distribution Date pursuant to
Subsection 11.19 of Exhibit 9 of the Countrywide Underlying Servicing Agreement.
With respect to any Fifth Third Serviced Mortgage Loan and any Distribution Date, the
payment required to be made by Fifth Third with respect to the Remittance Date (as defined in the Fifth
Third Underlying Servicing Agreement) in the month of such Distribution Date pursuant to Section 5.03 of
the Fifth Third Underlying Servicing Agreement.
With respect to any IndyMac Serviced Mortgage Loan and any Distribution Date, the
payment required to be made by IndyMac with respect to the Remittance Date (as defined in the IndyMac
Underlying Servicing Agreement) in the month of such Distribution Date pursuant to Section 5.03 of the
IndyMac Underlying Servicing Agreement.
With respect to any SunTrust Serviced Mortgage Loan and any Distribution Date, the
payment required to be made by SunTrust with respect to the Remittance Date (as defined in the SunTrust
Underlying Servicing Agreement) in the month of such Distribution Date pursuant to Section 5.03 of the
SunTrust Underlying Servicing Agreement.
With respect to any Wachovia Serviced Mortgage Loan and any Distribution Date, the
payment required to be made by Wachovia with respect to the Remittance Date (as defined in the Wachovia
Underlying Servicing Agreement) in the month of such Distribution Date pursuant to Section 5.03 of the
Wachovia Underlying Servicing Agreement.
With respect to any WaMu Bank Serviced Mortgage Loan and any Distribution Date, the
payment required to be made by WaMu Bank with respect to the Monthly Remittance Date (as defined in the
WaMu Bank Underlying Servicing Agreement) in the month of such Distribution Date pursuant to
Section 2.16 of the WaMu Bank Underlying Servicing Agreement.
Adverse REMIC Event: As defined in Section 2.07(f).
Agreement: Collectively, this Series Supplement and the Standard Terms, and all
amendments or supplements hereto.
Assigned Prepayment Premium: Any Prepayment Premium on a Xxxxx Fargo Serviced
Mortgage Loan (other than any Prepayment Premiums that Xxxxx Fargo is entitled to keep as additional
servicing compensation pursuant to the underlying mortgage loan purchase agreement or servicing rights
purchase agreement between DLJMC and Xxxxx Fargo), any Prepayment Premium on a SPS Serviced Mortgage
Loan and any other Prepayment Premium on deposit in the Certificate Account.
Available Distribution Amount: With respect to any Distribution Date and each
Pass-Through Loan Group, the sum of:
(i) all amounts in respect of Scheduled Payments (net of the related Expense Fees)
due on the related Due Date and received prior to the related Determination Date on the related
Mortgage Loans, together with any Advances in respect thereof;
(ii) all Insurance Proceeds (to the extent not applied to the restoration of the
Mortgaged Property or released to the Mortgagor in accordance with the applicable Servicer's
Accepted Servicing Standards), all Liquidation Proceeds received during the calendar month
preceding the month of that Distribution Date on the related Mortgage Loans, in each case net
of unreimbursed Liquidation Expenses incurred with respect to such Mortgage Loans;
(iii) all Principal Prepayments received during the related Prepayment Period on the
related Mortgage Loans, excluding Prepayment Premiums;
(iv) amounts received with respect to such Distribution Date as the Substitution
Adjustment Amount or Purchase Price in respect of a Mortgage Loan in the related Loan Group
repurchased by the Seller, purchased by a Holder of a Subordinate Certificate pursuant to
Section 3.11(f) or purchased by the Special Servicer pursuant to Section 3.11(g) as of such
Distribution Date;
(v) any amounts payable as Compensating Interest Payments by a Servicer with
respect to the related Mortgage Loans on such Distribution Date;
(vi) all Recoveries, if any; and
(vii) the portion of the Mortgage Loan Purchase Price related to such Loan Group
paid in connection with an Optional Termination up to the amount of the Par Value for such Loan
Group;
in the case of clauses (i) through (iv) above reduced by amounts in reimbursement for Advances
previously made and other amounts as to which the Trustee, the Trust Administrator, the Custodian, a
Servicer, the Special Servicer or the Master Servicer is entitled to be reimbursed pursuant to this
Agreement in respect of the related Mortgage Loans or otherwise.
Basis Risk Shortfall: For any Class of LIBOR Certificates and any Distribution Date,
the sum of (i) the excess, if any, of (a) the related Current Interest calculated on the basis of the
least of (x) the applicable Certificate Index plus the applicable Certificate Margin, (y) the Maximum
Interest Rate and (z) 11.00% over (b) the related Current Interest for the applicable Distribution Date,
(ii) any amount described in clause (i) remaining unpaid from prior Distribution Dates, and
(iii) interest on the amount in clause (ii) for the related Accrual Period calculated at a per annum rate
equal to the least of (x) the applicable Certificate Index plus the applicable Certificate Margin,
(y) the applicable Maximum Interest Rate and (z) 11.00%.
Capitalized Interest Account: Not Applicable.
Capitalized Interest Deposit: Not Applicable.
Capitalized Interest Distribution: Not Applicable.
Capitalized Interest Release Amount: Not Applicable.
Capitalized Interest Requirement: Not Applicable.
Capitalized Interest Requirement Rate: Not Applicable.
Carryforward Interest: For any Class of LIBOR Certificates and any Distribution Date,
the sum of (1) the amount, if any, by which (x) the sum of (A) Current Interest for such Class for the
immediately preceding Distribution Date and (B) any unpaid Carryforward Interest for such Class from
previous Distribution Dates exceeds (y) the amount paid in respect of interest on such Class on such
immediately preceding Distribution Date, and (2) interest on such amount for the related Accrual Period
at the applicable Pass-Through Rate.
Certificate Balance: With respect to any Certificate (other than a Class 2-X
Certificate or a Class P Certificate), as defined in the Standard Terms.
With respect to each Class 2-X Certificate, on any date of determination, an amount
equal to the Percentage Interest evidenced by such Certificate multiplied by an amount equal to (i) the
excess, if any, of (A) the Aggregate Loan Group Balance for Loan Group 2 as of such date of
determination, over (B) the then aggregate Class Principal Balance of the Group 2 Senior Certificates
and Class M Certificates then outstanding, which represents the sum of (i) the initial principal balance
of the REMIC IV Regular Interest 2-X-PO, as reduced by Realized Losses allocated thereto and payments
deemed made thereon, and (ii) accrued and unpaid interest on the REMIC IV Regular Interest 2-X-IO, as
reduced by Realized Losses allocated thereto.
The Class P Certificates will not have a Certificate Balance.
Certificate Group: Any of Certificate Group 1 or Certificate Group 2, as applicable.
Certificate Group 1: Any of the Certificates with a Class designation beginning with
"1" and relating to Loan Group 1.
Certificate Group 2: Any of the Certificates with a Class designation beginning with
"2" and relating to Loan Group 2.
Certificate Margin: As to each Class of LIBOR Certificates, the applicable amount set
forth below:
Certificate Margin
Class (1) (2)
2-A-1 0.210% 0.420%
2-A-2-1 0.310% 0.620%
2-A-2-2 0.310% 0.620%
2-A-3 0.310% 0.620%
2-M-1 0.550% 1.050%
2-M-2 0.650% 1.150%
2-M-3 1.250% 1.750%
2-M-4 1.500% 2.000%
2-M-5 1.500% 2.000%
2-M-6 1.500% 2.000%
2-M-7 1.500% 2.000%
___________
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(1) On and prior to the first Distribution Date on which the Optional
Termination for Loan Group 2 may occur.
(2) After the first Distribution Date on which the Optional Termination for
Loan Group 2 may occur.
Class: All Certificates bearing the same class designation as set forth in the
Preliminary Statement.
Class 1-A Certificates: As set forth in the Preliminary Statement.
Class 2-M-1 Principal Payment Amount: For any Distribution Date on or after the
Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date,
will be the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balance of the
Group 2 Senior Certificates, after giving effect to payments on such Distribution Date and (ii) the
Class Principal Balance of the Class 2-M-1 Certificates immediately prior to such Distribution Date
exceeds (y) the lesser of (A) the product of (i) 90.80% and (ii) the Aggregate Loan Group Balance for
Loan Group 2 for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Loan
Group Balance for Loan Group 2 for such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Group
Balance for Loan Group 2 as of the Cut-off Date.
Class 2-M-2 Principal Payment Amount: For any Distribution Date on or after the
Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date,
will be the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balance of the
Group 2 Senior Certificates and Class 2-M-1 Certificates, in each case, after giving effect to payments
on such Distribution Date and (ii) the Class Principal Balance of the Class 2-M-2 Certificates
immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 92.30% and
(ii) the Aggregate Loan Group Balance for Loan Group 2 for such Distribution Date and (B) the amount, if
any, by which (i) the Aggregate Loan Group Balance for Loan Group 2 for such Distribution Date exceeds
(ii) 0.50% of the Aggregate Loan Group Balance for Loan Group 2 as of the Cut-off Date.
Class 2-M-3 Principal Payment Amount: For any Distribution Date on or after the
Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date,
will be the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balance of the
Group 2 Senior Certificates, Class 2-M-1 and Class 2-M-2 Certificates, in each case, after giving effect
to payments on such Distribution Date and (ii) the Class Principal Balance of the Class 2-M-3
Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of
(i) 94.20% and (ii) the Aggregate Loan Group Balance for Loan Group 2 for such Distribution Date and (B)
the amount, if any, by which (i) the Aggregate Loan Group Balance for Loan Group 2 for such Distribution
Date exceeds (ii) 0.50% of the Aggregate Loan Group Balance for Loan Group 2 as of the Cut-off Date.
Class 2-M-4 Principal Payment Amount: For any Distribution Date on or after the
Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date,
will be the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balance of the
Group 2 Senior Certificates, Class 2-M-1, Class 2-M-2 and Class 2-M-3 Certificates, in each case, after
giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the
Class 2-M-4 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the
product of (i) 95.20% and (ii) the Aggregate Loan Group Balance for Loan Group 2 for such Distribution
Date and (B) the amount, if any, by which (i) the Aggregate Loan Group Balance for Loan Group 2 for such
Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Group Balance for Loan Group 2 as of the
Cut-off Date.
Class 2-M-5 Principal Payment Amount: For any Distribution Date on or after the
Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date,
will be the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balance of the
Group 2 Senior Certificates, Class 2-M-1, Class 2-M-2, Class 2-M-3 and Class 2-M-4 Certificates, in each
case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of
the Class 2-M-5 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of
(A) the product of (i) 96.20% and (ii) the Aggregate Loan Group Balance for Loan Group 2 for such
Distribution Date and (B) the amount, if any, by which (i) the Aggregate Loan Group Balance for Loan
Group 2 for such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Group Balance for Loan
Group 2 as of the Cut-off Date.
Class 2-M-6 Principal Payment Amount: For any Distribution Date on or after the
Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date,
will be the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balance of the
Group 2 Senior Certificates, Class 2-M-1, Class 2-M-2, Class 2-M-3, Class 2-M-4 and Class 2-M-5
Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class
Principal Balance of the Class 2-M-6 Certificates immediately prior to such Distribution Date exceeds
(y) the lesser of (A) the product of (i) 97.20% and (ii) the Aggregate Loan Group Balance for Loan
Group 2 for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Loan Group
Balance for Loan Group 2 for such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Group
Balance for Loan Group 2 as of the Cut-off Date.
Class 2-M-7 Principal Payment Amount: For any Distribution Date on or after the
Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date,
will be the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balance of the
Group 2 Senior Certificates, Class 2-M-1, Class 2-M-2, Class 2-M-3, Class 2-M-4, Class 2-M-5 and
Class 2-M-6 Certificates, in each case, after giving effect to payments on such Distribution Date and
(ii) the Class Principal Balance of the Class 2-M-7 Certificates immediately prior to such Distribution
Date exceeds (y) the lesser of (A) the product of (i) 98.20% and (ii) the Aggregate Loan Group Balance
for Loan Group 2 for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Loan
Group Balance for Loan Group 2 for such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Group
Balance for Loan Group 2 as of the Cut-off Date.
Class 2-X Distributable Amount: With respect to any Distribution Date and the
Class 2-X Certificates, to the extent of any Monthly Excess Cashflow remaining on such Distribution Date
after the distribution of amounts pursuant to Section 4.01(II)(d)(i)-(xxiv), the sum of (a) the amount
of interest accrued during the related Accrual Period on the Class 2-X Certificates (as described in the
Preliminary Statement) and (b) the Overcollateralization Release Amount, if any, for such Distribution
Date.
Class 2-X Notional Amount: With respect to the Class 2-X Certificates or REMIC IV
Regular Interest 2-X-IO and any Distribution Date, the aggregate of the Uncertificated Principal
Balances of the REMIC III Regular Interests LT1, LT2, LT3 and LT4 immediately prior to such Distribution
Date, (which for clarification is equal to the Aggregate Loan Group Balance for Loan Group 2 as of the
first day of the related Collection Period (excluding any such Mortgage Loans that were subject to a
Payoff, the principal of which was distributed on the Distribution Date preceding the current
Distribution Date)).
Class 1-A Certificates: As set forth in the Preliminary Statement.
Class 1-B Certificates: As set forth in the Preliminary Statement.
Class 1-B Credit Support Depletion Date: The first Distribution Date on which the
aggregate Class Principal Balance of the Class 1-B Certificates has been or will be reduced to zero.
Class M Certificates: The Class 2-M-1, Class 2-M-2, Class 2-M-3, Class 2-M-4,
Class 2-M-5, Class 2-M-6 and Class 2-M-7 Certificates.
Class Notional Amount: The Class 2-X Notional Amount.
Class Y Regular Interests: The Class Y-1 Regular Interest.
Class Y-1 Principal Distribution Amount: For any Distribution Date, an amount equal
to the portion of the Group 1 Principal Distribution Amount distributed to the Class 1-A Certificates
and Component I of the Class AR-L Certificates for that Distribution Date.
Class Y-1 Regular Interest: The uncertificated undivided beneficial interest in
REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
Class Z Regular Interests: The Class Z-1 Regular Interest.
Class Z-1 Principal Distribution Amount: For any Distribution Date, an amount equal
to the portion of the Group 1 Principal Distribution Amount distributed to the Class 1-B Certificates
for that Distribution Date.
Class Z-1 Regular Interest: The uncertificated undivided beneficial interest in
REMIC I which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
Closing Date: May 30, 2007.
Conforming Loans: None.
Corporate Trust Office: With respect to the Trustee, the designated office of the
Trustee at which at any particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this Agreement is located at 00
Xxxxxxxxxx Xxxxxx, Xx. Xxxx, Xxxxxxxxx 00000, Attention: Corporate Trust-Structured Finance, CSFB ARMT
2007-2. With respect to the Trust Administrator, the designated office of the Trust Administrator at
which at any particular time its corporate trust business with respect to this Agreement shall be
administered, which office at the date of the execution of this Agreement is located at 0000 Xxx
Xxxxxxxxx Xxxx, Xxxxxxxx, XX 00000, Attention: CSFB ARMT 2007-2, except for purposes of Section 6.06 and
certificate transfer purposes, such term shall mean the office or agency of the Trust Administrator
located at 0xx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: CSFB ARMT 2007-2.
Countrywide: Countrywide Home Loans Servicing LP and its successors and assigns.
Countrywide Serviced Mortgage Loans: The Mortgage Loans identified as such on the
Mortgage Loan Schedule, for which Countrywide is the applicable Designated Servicer.
Countrywide Reconstituted Servicing Agreement: That certain Reconstituted Servicing
Agreement, dated as of May 1, 2007, among DLJMC, Countrywide, the Master Servicer and the Trust
Administrator, and acknowledged by the Trustee.
Countrywide Underlying Servicing Agreement: The "Servicing Agreement" referred to in
the Countrywide Reconstituted Servicing Agreement.
Current Interest: For any Class of LIBOR Certificates and Distribution Date, the
amount of interest accruing at the applicable Pass-Through Rate on the related Class Principal Balance
of such Class during the related Accrual Period; provided, that as to each Class of LIBOR Certificates,
Current Interest shall be reduced by a pro rata portion of any Interest Shortfalls to the extent not
covered by Monthly Excess Interest.
Custodial Agreement: As defined in the Standard Terms. As of the date hereof, the
Custodial Agreement under this Agreement will be the LaSalle Bank Custodial Agreement.
Custodian: As defined in the Standard Terms. Initially, LaSalle shall serve as
Custodian for all of the Mortgage Loans.
Deferred Amount: For any Class of LIBOR Certificates and Distribution Date, will
equal the amount by which (x) the aggregate of the Applied Loss Amounts previously applied in reduction
of the Class Principal Balance thereof exceeds (y) the sum of (i) the aggregate of amounts previously
paid in reimbursement thereof and (ii) amounts added to the Class Principal Balances thereof pursuant to
Section 4.03(a)(ii) on all prior Distribution Dates, including such Distribution Date.
Deposit Amount: As defined in Section 4.07(e) or Section 4.08(e) herein, as
applicable.
Depositor: Credit Suisse First Boston Mortgage Securities Corp., a Delaware
corporation, or its successor in interest.
Depository Agreement: The Letter of Representation dated as of the Closing Date by
and among DTC, the Depositor and the Trust Administrator for the benefit of the Trustee.
Designated Mortgage Loans: The Countrywide Serviced Mortgage Loans, unless any such
Mortgage Loan is no longer serviced by Countrywide under the Countrywide Servicing Agreement, the Fifth
Third Serviced Mortgage Loans, unless any such Mortgage Loan is no longer serviced by Fifth Third under
the Fifth Third Servicing Agreement, the IndyMac Serviced Mortgage Loans, unless any such Mortgage Loan
is no longer serviced by IndyMac under the IndyMac Reconstituted Servicing Agreement, the SunTrust
Serviced Mortgage Loans, unless any such Mortgage Loan is no longer serviced by SunTrust under the
SunTrust Reconstituted Servicing Agreement, the Wachovia Serviced Mortgage Loans, unless any such
Mortgage Loan is no longer serviced by Wachovia under the Wachovia Servicing Agreement and the WaMu Bank
Serviced Mortgage Loans, unless any such Mortgage Loan is no longer serviced by WaMu Bank under the WaMu
Bank Servicing Agreement.
Designated Servicer: Each of Countrywide, Fifth Third, IndyMac, SunTrust, Wachovia
and WaMu Bank, as applicable.
Designated Servicing Agreement: Each of the Countrywide Reconstituted Servicing
Agreement, Fifth Third Reconstituted Servicing Agreement, IndyMac Reconstituted Servicing Agreement,
SunTrust Reconstituted Servicing Agreement, Wachovia Reconstituted Servicing Agreement and WaMu Bank
Reconstituted Servicing Agreement, as applicable.
Economic Residual Floater Certificate: As set forth in the Preliminary Statement.
ERISA Restricted Certificate: As set forth in the Preliminary Statement.
Exchangeable Certificates: Not applicable.
Fifth Third: Fifth Third Mortgage Company and its successors and assigns.
Fifth Third Serviced Mortgage Loans: The Mortgage Loans identified as such on the
Mortgage Loan Schedule, for which Fifth Third is the applicable Designated Servicer.
Fifth Third Reconstituted Servicing Agreement: That certain Reconstituted Servicing
Agreement, dated as of May 1, 2007, among DLJMC, Fifth Third, the Master Servicer and the Trust
Administrator, and acknowledged by the Trustee.
Fifth Third Underlying Servicing Agreement: The "Servicing Agreement" referred to in
the Fifth Third Reconstituted Servicing Agreement.
Floater Certificates: As set forth in the Preliminary Statement.
Floater Loan Group: As set forth in the Preliminary Statement.
Group: When used with respect to the Mortgage Loans, any of Loan Group 1 or Loan
Group 2, or with respect to the Certificates, the Class or Classes of Certificates that relate to the
corresponding Group or Groups.
Group 1: With respect to the Mortgage Loans, the pool of adjustable rate Mortgage
Loans identified in the Mortgage Loan Schedule as having been assigned to Group 1 or with respect to the
Certificates, the Group 1 Certificates.
Group 1 Certificates: As set forth in the Preliminary Statement.
Group 1 Senior Liquidation Amount: With respect to any Distribution Date, the
aggregate, for each Mortgage Loan in Loan Group 1 which became a Liquidated Mortgage Loan during the
prior calendar month, of the lesser of (i) the Group 1 Senior Percentage of the Stated Principal Balance
of such Mortgage Loan and (ii) the applicable Senior Prepayment Percentage of the Liquidation Principal
with respect to such Mortgage Loan.
Group 1 Senior Percentage: With respect to any Distribution Date, the percentage
equivalent of a fraction the numerator of which is the aggregate Class Principal Balance of the
Class 1-A Certificates and the Residual Certificates immediately prior to such Distribution Date and the
denominator of which is the aggregate of the Stated Principal Balances of the Mortgage Loans in Loan
Group 1 as of the first day of the related Collection Period (excluding any Group 1 Mortgage Loans that
were subject to a Payoff, the principal of which was distributed on the Distribution Date preceding the
current Distribution Date); provided, however, in no event will the Group 1 Senior Percentage exceed
100%.
Group 1 Senior Principal Distribution Amount: With respect to any Distribution Date,
the sum of (i) the Group 1 Senior Percentage of the Principal Payment Amount for Loan Group 1, (ii) the
applicable Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group 1, and
(iii) the Group 1 Senior Liquidation Amount.
Group 1 Subordinate Percentage: For any Distribution Date, the excess of 100% over
the Group 1 Senior Percentage.
Group 2: With respect to the Mortgage Loans, the pool of adjustable rate Mortgage
Loans identified in the Mortgage Loan Schedule as having been assigned to Group 2 or with respect to the
Certificates, the Group 2 Certificates.
Group 2 Certificates: As set forth in the Preliminary Statement.
Group 2 Credit Support Depletion Date: The first Distribution Date on which the
aggregate Class Principal Balance of the Group 2 Subordinate Certificates has been or will be reduced to
zero.
Group 2 Senior Certificates: As set forth in the Preliminary Statement.
Group 2 Senior Enhancement Percentage: For any Distribution Date, the fraction,
expressed as a percentage, the numerator of which is the sum of the aggregate Class Principal Balance of
the Class M Certificates and the Overcollateralization Amount (which, for purposes of this definition
only, shall not be less than zero), in each case after giving effect to payments on such Distribution
Date (assuming no Trigger Event has occurred), and the denominator of which is the Aggregate Loan Group
Balance for Loan Group 2 for such Distribution Date.
Group 2 Senior Principal Payment Amount: For any Distribution Date on or after the
Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date,
will be the amount, if any, by which (x) the aggregate Class Principal Balance of the Group 2 Senior
Certificates, immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of
(i) 84.40% and (ii) the Aggregate Loan Group Balance for Loan Group 2 for such Distribution Date and (B)
the amount, if any, by which (i) the Aggregate Loan Group Balance for Loan Group 2 for such Distribution
Date exceeds (ii) 0.50% of the Aggregate Loan Group Balance for Loan Group 2 as of the Cut-off Date.
Group 2 Subordinate Certificates: As set forth in the Preliminary Statement.
IndyMac: IndyMac Bank, F.S.B. and its successors and assigns.
IndyMac Serviced Mortgage Loans: The Mortgage Loans identified as such on the
Mortgage Loan Schedule, for which IndyMac is the applicable Servicer.
IndyMac Reconstituted Servicing Agreement: That certain Reconstituted Servicing
Agreement dated as of May 1, 2007 among DLJMC, IndyMac, the Master Servicer and the Trust Administrator,
and acknowledged by the Trustee.
IndyMac Underlying Servicing Agreement: The "Servicing Agreement" referred to in the
IndyMac Reconstituted Servicing Agreement.
Initial Bankruptcy Loss Coverage Amount: $100,000.00.
Initial Class Principal Balance: As set forth in the Preliminary Statement.
Initial Cut-off Date: May 1, 2007.
Initial Fraud Loss Coverage Amount: $9,383,577.52.
Initial Special Hazard Loss Coverage Amount: $6,636,903.00.
Interest Distribution Amount: With respect to any Distribution Date and interest
bearing Class of Class 1-A Certificates, Residual Certificates and Class 1-B Certificates, the sum of
(i) one month's interest accrued during the related Accrual Period at the applicable Pass-Through Rate
for such Class on the related Class Principal Balance or Class Notional Amount, as applicable, subject
to reduction pursuant to Section 4.01(I)(B), and (ii) any Class Unpaid Interest Amounts for such Class
and Distribution Date.
Interest Remittance Amount: For any Distribution Date and the Mortgage Loans in Loan
Group 2, an amount equal to the sum of (1) all interest collected (other than Payaheads) or advanced in
respect of Scheduled Payments on the Mortgage Loans in such Loan Group during the related Collection
Period, the interest portion of Payaheads previously received on the Mortgage Loans in such Loan Group
and intended for application in the related Collection Period and interest portion of all Payoffs (net
of Payoff Interest and Prepayment Interest Excess for such Distribution Date) and Curtailments received
on the Mortgage Loans in such Loan Group during the related Prepayment Period, less (x) the applicable
Expense Fees with respect to such Mortgage Loans and (y) unreimbursed Advances and other amounts due to
the Master Servicer, the applicable Servicer and the Trust Administrator with respect to such Mortgage
Loans, to the extent allocable to interest, (2) all Compensating Interest Payments paid by a Servicer
with respect to the Mortgage Loans in such Loan Group with respect to the related Prepayment Period, (3)
the portion of any Substitution Adjustment Amount and Purchase Price paid with respect to the Mortgage
Loans in such Loan Group during the related Collection Period, in each case allocable to interest and
the proceeds of any purchase of such Mortgage Loans by the Terminating Entity pursuant to Section 11.01
in an amount not exceeding the interest portion of the Par Value with respect to such Mortgage Loans,
and (4) all Net Liquidation Proceeds and recoveries (net of unreimbursed Advances, Servicing Advances
and expenses, to the extent allocable to interest, and unpaid Expense Fees), if any, collected with
respect to the Mortgage Loans in such Loan Group during the prior calendar month, to the extent
allocable to interest. For the purposes of this definition of Interest Remittance Amount, any amounts
due to the Master Servicer, the applicable Servicer and the Trust Administrator that cannot easily be
allocable to either interest or principal shall be deemed to be allocable to interest.
Interest Shortfall: For any Distribution Date and the Mortgage Loans in Loan Group 2,
an amount equal to the aggregate shortfall, if any, in collections of interest (adjusted to the related
Net Mortgage Rate) on Mortgage Loans in Loan Group 2 resulting from (a) Principal Prepayments received
during the related Prepayment Period after giving effect to the Compensating Interest Payment for such
Distribution Date and (b) interest payments on certain of the Mortgage Loans in Loan Group 2 being
limited pursuant to the provisions of the Relief Act.
LaSalle: LaSalle Bank, National Association.
LaSalle Bank Custodial Agreement: That certain Custodial Agreement dated as of May 1,
2007 among LaSalle, the Trustee and the Trust Administrator.
LIBOR Certificates: As set forth in the Preliminary Statement.
Loan Group: Any of Loan Group 1 or Loan Group 2, as applicable. Loan Group 1 will
constitute one sub-trust and Loan Group 2 will constitute another sub-trust.
Loan Group 1: All Mortgage Loans identified as Loan Group 1 Mortgage Loans on the
Mortgage Loan Schedule.
Loan Group 2: All Mortgage Loans identified as Loan Group 2 Mortgage Loans on the
Mortgage Loan Schedule.
Marker Rate: With respect to the Class 2-X Certificates and the REMIC III Regular
Interests LT1, LT2, LT3 and LT4 and any Distribution Date, a per annum rate equal to two (2) times the
weighted average of the Uncertificated REMIC III Pass-Through Rates for REMIC III Regular Interest LT2
and REMIC III Regular Interest LT3.
Master Servicer: Xxxxx Fargo.
Maturity Date: The Distribution Date occurring in June 2037.
Maximum Interest Rate: With respect to the Group 2 Certificates and any Distribution
Date, an annual rate equal to the weighted average of the Maximum Mortgage Rates of the Mortgage Loans
in Loan Group 2 minus the weighted average Expense Fee Rate of the Mortgage Loans in Loan Group 2.
Modification Oversight Agent: SPS, and its successors and permitted assigns.
Monthly Excess Cashflow: For any Distribution Date, an amount equal to the sum of the
Monthly Excess Interest, Overcollateralization Release Amount, if any for such date, and any Principal
Payment Amount remaining after the application of items (i) through (v) in the distribution thereof
pursuant to Section 4.01(II)(a), (b) or (c), as applicable.
Monthly Excess Interest: For any Distribution Date, any Interest Remittance Amount
remaining after the application of items (i) through (xi) in the distribution thereof, pursuant to
Section 4.01(II)(a).
Net Cumulative Realized Loss Amount: For any Distribution Date, an amount equal to
the cumulative Realized Losses incurred on the Group 2 Mortgage Loans from the Initial Cut-off Date
through the end of the calendar month preceding such Distribution Date, less the amount of payments made
to the Principal Remittance Amount from the Swap Agreement pursuant to Section 4.07(c)(3) on all prior
Distribution Dates.
Net Excess Spread: With respect to any Distribution Date and Loan Group 2, a
fraction, expressed as a percentage, the numerator of which is equal to the excess of (x) the Aggregate
Loan Group Balance for Loan Group 2 for the immediately preceding Distribution Date, multiplied by the
product of (A) the Net WAC Rate for Loan Group 2 and (B) the actual number of days elapsed in the
related Accrual Period divided by 360 over (y) the aggregate Current Interest for Loan Group 2 for such
Distribution Date, and the denominator of which is an amount equal to the Aggregate Loan Group Balance
for Loan Group 2 for the immediately preceding Distribution Date, multiplied by the actual number of
days elapsed in the related Accrual Period divided by 360.
Net Funds Cap: For any Distribution Date and the LIBOR Certificates, will be a per
annum rate equal to (i) (a) a fraction, expressed as a percentage, the numerator of which is the product
of (1) the Optimal Interest Remittance Amount for such date and (2) 12, and the denominator of which is
the Aggregate Loan Group Balance for Loan Group 2 (excluding any such Mortgage Loans that were subject
to a Payoff, the principal of which was distributed on the Distribution Date preceding the current
Distribution Date) for the immediately preceding Distribution Date (or, in the case of the first
Distribution Date, the Aggregate Loan Group Balance for Loan Group 2 as of the Cut-off Date, multiplied
by (b) a fraction, the numerator of which is 30 and the denominator of which is the actual number of
days in the related Accrual Period, minus (ii) a fraction expressed as a percentage, the numerator of
which is the sum of (1) the amount of any Net Swap Payments owed to the Swap Counterparty for the
related Swap Payment Date and (2) the amount of any Swap Termination Payment owed to the Swap
Counterparty that is not the result of the Swap Counterparty Trigger Event, and the denominator of which
is the Aggregate Loan Group Balance for Loan Group 2.
Net Interest Shortfalls: For any Distribution Date and any Pass-Through Loan Group,
the sum of (A) the amount of interest which would otherwise have been received for a Mortgage Loan in
such Loan Group during the prior calendar month that was the subject of (x) a Relief Act Reduction or
(y) a Special Hazard Loss, Fraud Loss or Bankruptcy Loss, after the exhaustion of the respective amounts
of coverage provided by the Class 1-B Certificates for those types of losses; and (B) any related Net
Prepayment Interest Shortfalls.
Net Realized Losses: For any Class of Certificates, other than the Floater
Certificates, and any Distribution Date, the excess of (i) the amount of unreimbursed Realized Losses
previously allocated to that Class over (ii) the sum of (a) the amount of any increases to the Class
Principal Balance of that Class pursuant to Section 4.03 due to Recoveries and (b) amounts previously
distributed to such Class in respect of Realized Losses pursuant to Section 4.01.
Net Recovery Realized Losses: For any Class of Certificates, other than the Floater
Certificates, and any Distribution Date, the excess of Net Realized Losses for such Distribution Date
over the amount distributed in respect of Realized Losses pursuant to Section 4.01 on that Distribution
Date.
Net 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 Supplemental
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
Supplemental Trust Payment for such Swap Payment Date.
Net WAC Rate: For any Distribution Date and any Pass-Through Loan Group, the Weighted
Average Pass-Through Rate for such Loan Group for such Distribution Date.
In addition, for any purpose for which the Net WAC Rate is calculated, the interest
rate on the Mortgage Loans shall be appropriately adjusted to account for the difference between any
counting convention used with respect to the Mortgage Loans and any counting convention used with
respect to a REMIC Regular Interest.
NIM Note: Any debt instrument issued by a NIM Trust.
NIM Trust: With respect to any Floater Loan Group, any trust created to hold the
Economic Residual Floater Certificates for such Floater Loan Group and issue debt instruments that are
secured by distributions on such Economic Residual Floater Certificates.
Notional Amount Certificates: As set forth in the Preliminary Statement.
Offered Certificates: As set forth in the Preliminary Statement.
Optimal Interest Remittance Amount: With respect to any Distribution Date and the
Floater Loan Group, the excess of (i) the product of (1) (x) the weighted average of the Net Mortgage
Rates of the Mortgage Loans in Loan Group 2 as of the first day of the related Collection Period divided
by (y) 12 and (2) the Aggregate Loan Group Balance for the Floater Loan Group for the immediately
preceding Distribution Date (excluding any such Mortgage Loans that were subject to a Payoff, the
principal of which was distributed on the Distribution Date preceding the current Distribution Date),
over (ii) any expenses that reduce the Interest Remittance Amount with respect to the Floater Loan Group
that did not arise as a result of a default or delinquency of the Mortgage Loans in the Floater Loan
Group or were not taken into account in computing the Expense Fee Rate.
Overcollateralized Group: As defined in Section 4.06(b).
Pass-Through Certificates: As set forth in the Preliminary Statement.
Pass-Through Loan Group: As set forth in the Preliminary Statement.
Pass-Through Rate: For any interest bearing Class of Certificates, the per annum rate
set forth or calculated in the manner described in the Preliminary Statement. Interest on the
Certificates, other than the LIBOR Certificates, will be computed on the basis of a 360 day year
comprised of twelve 30 day months. Interest on the LIBOR Certificates and the Class 2-X Certificates
(to the extent it is entitled to interest from Loan Group 2) will be computed on the basis of a 360-day
year and the actual number of days elapsed in the related Accrual Period.
Physical Certificates: As set forth in the Preliminary Statement.
Prefunded Amount: Not Applicable.
Prefunded Loan Group: Not Applicable.
Prefunding Account: Not Applicable.
Prefunding Period: Not Applicable.
Principal Payment Amount: For any Distribution Date and any Pass-Through Loan Group,
the sum of (i) the principal portion of the Scheduled Payments on the Mortgage Loans in such Loan Group
due on the related Due Date, (ii) the principal portion of repurchase proceeds received with respect to
any Mortgage Loan in such Loan Group which was repurchased as permitted or required by this Agreement
during the period beginning on the 15th day of the month preceding such Distribution Date and ending on
the 14th day of the month of such Distribution Date, with notice and receipt of funds three (3) Business
Days prior to the 14th day of the month of such Distribution Date and (iii) any other unscheduled
payments of principal which were received on the Mortgage Loans in such Loan Group during the related
calendar month preceding the month of such Distribution Date, other than Principal Prepayments or
Liquidation Principal.
For any Distribution Date and the Floater Loan Group, an amount equal to the Principal
Remittance Amount for such date minus the Overcollateralization Release Amount, if any, for such date.
Principal Prepayment Amount: For any Distribution Date and any Pass-Through Loan
Group, the sum of (i) all Principal Prepayments relating to the Mortgage Loans in such Loan Group which
were received during the related Prepayment Period and (ii) all Recoveries received during the calendar
month preceding the month of that Distribution Date.
Principal Remittance Amount: For any Distribution Date and the Floater Loan Group, an
amount equal to the sum of (1) all principal collected (other than Payaheads) or advanced in respect of
Scheduled Payments on the Mortgage Loans in such Loan Group during the related Collection Period (less
unreimbursed Advances, Servicing Advances and other amounts due to the Servicers, the Trustee, the
Master Servicer and the Trust Administrator with respect to the Mortgage Loans in such Loan Group, to
the extent allocable to principal or such amounts allocable to interest to the extent remaining unpaid
after allocation of the Interest Remittance Amount) and the principal portion of Payaheads previously
received on the Mortgage Loans in such Loan Group and intended for application in the related Collection
Period, (2) all Principal Prepayments received on the Mortgage Loans in such Loan Group during the
related Prepayment Period, (3) the Purchase Price of each Mortgage Loan in such Loan Group that was
repurchased by the Seller or purchased by the Special Servicer pursuant to Section 3.17(b), during the
related Collection Period and the principal proceeds of any purchase of Mortgage Loans in such Loan
Group by the Terminating Entity pursuant to Section 11.01 in an amount not exceeding the principal
portion of the Par Value with respect to such Mortgage Loans, (4) the portion of any Substitution
Adjustment Amount paid with respect to any Deleted Mortgage Loans in such Loan Group during the related
Collection Period allocable to principal, (5) all Net Liquidation Proceeds (net of unreimbursed
Advances, Servicing Advances and other expenses, to the extent allocable to principal or such amounts
allocable to interest to the extent remaining unpaid after allocation of the Interest Remittance Amount)
and any other Recoveries collected with respect to the Mortgage Loans in such Loan Group during the
preceding calendar month, to the extent allocable to principal, and (6) amounts, if any, withdrawn from
the Supplemental Interest Account to cover the Net Cumulative Realized Loss Amount for such Distribution
Date. For the purposes of this definition of Principal Remittance Amount, any amounts due to the Master
Servicer, the applicable Servicer and the Trust Administrator that cannot easily be allocable to either
interest or principal shall be deemed to be allocable to interest.
Private Certificates: As set forth in the Preliminary Statement.
Pro Rata Share: With respect to any Distribution Date and any Class of Class 1-B
Certificates, the portion of the Subordinate Principal Distribution Amount allocable to such Class,
equal to the product of the Subordinate Principal Distribution Amount on such Distribution Date and a
fraction, the numerator of which is the related Class Principal Balance of such Class and the
denominator of which is the aggregate of the Class Principal Balances of the Class 1-B Certificates.
Prospectus Supplement: The Prospectus Supplement, dated May 30, 2007, relating to the
offering of the Offered Certificates in the form in which it was or will be filed with the Securities
and Exchange Commission pursuant to Rule 424(b) under the 1933 Act with respect to the offer and sale of
the Offered Certificates.
Rating Agency: Each of Xxxxx'x and S&P, or any successor to any of them, so long as
such entity is rating any of the Certificates.
Realized Loss: As defined in the Standard Terms; provided, that Realized Losses
allocated to the Class 2-X Certificates shall be allocated first to the REMIC IV Regular Interest 2-X-IO
in reduction of the accrued but unpaid interest thereon until such accrued and unpaid interest shall
have been reduced to zero and then to the REMIC IV Regular Interest 2-X-PO in reduction of the principal
balance thereof.
Regular Certificates: All of the Certificates other than the Residual Certificates
and the Class P Certificates.
REMIC: A "real estate mortgage investment conduit," within the meaning of
Section 860D of the Code. Reference herein to REMIC refers to each REMIC created by the Preliminary
Statement.
REMIC Election: An election, for federal income tax purposes, to treat certain assets
as a REMIC.
REMIC I Available Distribution Amount: For any Distribution Date, the Available
Distribution Amount for such Loan Group 1.
REMIC I Distribution Amount: For any Distribution Date, the REMIC I Available
Distribution Amounts shall be deemed distributed to REMIC IV, as the holder of the REMIC I Regular
Interests, and to Holders of the Class AR-L Certificates in respect of Component I thereof, pursuant to
Section 4.01(IV)(a)(i), in the following amounts and priority:
(a) To the extent of the REMIC I Available Distribution Amount for Loan Group 1:
(i) first, to Class Y-1 and Class Z-1 Regular Interests and Component I
of the Class AR-L Certificates, concurrently, the Uncertificated Accrued Interest for such
Classes remaining unpaid from previous Distribution Dates, pro rata according to their
respective shares of such unpaid amounts;
(ii) second, to the Class Y-1 and Class Z-1 Regular Interests and
Component I of the Class AR-L Certificates, concurrently, the Uncertificated Accrued Interest
for such Classes for the current Distribution Date, pro rata according to their respective
Uncertificated Accrued Interest;
(iii) third, to Component I of the Class AR-L Certificates, until the
Uncertificated Principal Balance thereof has been reduced to zero; and
(iv) fourth, to the Class Y-1 and Class Z-1 Regular Interests, the
Class Y-1 Principal Distribution Amount and the Class Z-1 Principal Distribution Amount,
respectively.
(b) To the extent of the REMIC I Available Distribution Amounts for such
Distribution Date remaining after payment of the amounts pursuant to paragraph (a), of this definition
of "REMIC I Distribution Amount":
(i) first, to each Class of REMIC I Class Y and Class Z Regular
Interests, pro rata according to the amount of unreimbursed Realized Losses allocable to
principal previously allocated to each such Class; provided, however, that any amounts
distributed pursuant to this paragraph (e)(i) of this definition of "REMIC I Distribution
Amount" shall not cause a reduction in the Uncertificated Principal Balances of any of the
Class Y and Class Z Regular Interests; and
(ii) second, to the Class AR-L Certificates in respect of Component I
thereof, any remaining amount.
REMIC I Realized Losses: Realized Losses on the Group 1 Mortgage Loans shall be
allocated first, to the Class Y-1 REMIC Regular Interest until its Uncertificated Principal Balance has
been reduced to zero, and then to Class Z-1 REMIC Regulatr Interests, until its Uncertificated Principal
Balance has been reduced to zerio. For any Distribution Date, reductions in the Uncertificated Principal
Balances of the Class Y and Class Z Regular Interests pursuant to this definition of Realized Loss shall
be determined, and shall be deemed to occur, prior to any reductions of such Uncertificated Principal
Balances by distributions on such Distribution Date.
REMIC II Available Distribution Amount: For any Distribution Date, the Available
Distribution Amount for Loan Group 2 increased by the amount of any Net Swap Payments payable to the
Supplemental Interest Trust.
REMIC II Distribution Amount: For any Distribution Date, the REMIC II Available
Distribution Amount shall be distributed to REMIC III in respect of the REMIC II Regular Interests and
Component II of the Class AR-L Certificates thereof in the following amounts and priority:
(a) to REMIC II Regular Interest A-I and REMIC II Regular Interest II-1-A through
II-58-B, pro rata, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC II Regular
Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid
from previous Distribution Dates;
(b) to the extent of amounts remaining after the distributions made pursuant to
clause (a) above, payments of principal shall be allocated as follows: first, to REMIC II Regular
Interest A-I until the Uncertificated Principal Balance of such REMIC II Regular Interest is reduced to
zero and second, to REMIC II Regular Interests II-1-A through II-58-B starting with the lowest numerical
denomination until the Uncertificated Principal Balance of each such REMIC II Regular Interest is
reduced to zero, provided that, for REMIC II Regular Interests with the same numerical denomination,
such payments of principal shall be allocated pro rata between such REMIC II Regular Interests; and
(c) any remaining amounts to Component II of the Class AR-L Certificates.
REMIC II Realized Losses: All Realized Losses on Loan Group 2 shall be allocated
first, on each Distribution Date, to REMIC II Regular Interest A-I until such REMIC II Regular Interest
has been reduced to zero. Second, Realized Losses shall be allocated to REMIC II Regular Interest
II-1-A through REMIC II Regular Interest II-58-B, starting with the lowest numerical denomination until
such REMIC II Regular Interest has been reduced to zero, provided that, for REMIC II Regular Interests
with the same numerical denomination, such Realized Losses shall be allocated pro rata between such
REMIC II Regular Interests.
REMIC III Available Distribution Amount: For any Distribution Date, the Available
Distribution Amount for Loan Group 2.
REMIC III Distribution Amount: For any Distribution Date, the REMIC III Available
Distribution Amount shall be deemed distributed to REMIC IV, as the holder of the REMIC III Regular
Interests, and to Holders of the Class AR-L Certificates in respect of Component III thereof, pursuant
to Section 4.01(IV)(a)(ii), in the following amounts and priority:
(a) first, to the REMIC III Regular Interests LT1, LT2, LT3 and LT4, pro rata, in an
amount equal to (A) their Uncertificated Accrued Interest for such Distribution Date, plus (B) any
amounts in respect thereof remaining unpaid from previous Distribution Dates; and
(b) second:
(i) to the REMIC III Regular Interests LT2, LT3 and LT4, their respective
Principal Distribution Amounts;
(ii) to the REMIC III Regular Interest LT1 its Principal Distribution
Amount;
(iii) any remainder to the REMIC III Regular Interest LT1, until the
Uncertificated Principal Balance thereof has been reduced to zero;
(iv) any remainder to the REMIC III Regular Interests LT2, LT3 and LT4,
pro rata, according to their respective Uncertificated Principal Balances as reduced by the
distributions made pursuant to (i) above, until their respective Uncertificated Principal
Balances have been reduced to zero; and
(v) any remaining amounts to the Holders of the Class AR-L Certificates
in respect of Component III thereof;
(c) To the extent of the REMIC III Available Distribution Amounts for such
Distribution Date remaining after payment of the amounts pursuant to paragraphs (a) and (b) of this
definition of "REMIC III Distribution Amount" as follows:
(i) first, to the REMIC III Regular Interests LT1, LT2, LT3 and LT4, pro
rata, to the extent of any Realized Losses allocated to such Regular Interests on such
Distribution Date or any prior Distribution Date and not previously reimbursed pursuant to this
paragraph; provided, however, that any amounts distributed pursuant to this paragraph (c)(i) of
this definition of "REMIC III Distribution Amount" shall not cause a reduction in the
Uncertificated Principal Balance of any of the REMIC III Regular Interests LT1, LT2, LT3 and
LT4; and
(ii) second, to the Class AR-L Certificates in respect of Component III
thereof, any remaining amount.
REMIC III Net WAC Rate: With respect to any Distribution Date, a per annum rate equal to the
weighted average of (x) with respect to REMIC II Regular Interests ending with the designation "B," the
weighted average of the Uncertificated REMIC II Pass-Through Rates for such REMIC II Regular Interests,
weighted on the basis of the Uncertificated Principal Balance of such REMIC I Regular Interests for each
such Distribution Date, (y) with respect to REMIC II Regular Interest A-I, the Uncertificated REMIC II
Pass-Through Rate for such REMIC II Regular Interest, and (z) with respect to REMIC II Regular Interests
ending with the designation "A," for each Distribution Date listed below, the weighted average of the
rates listed below for each such REMIC II Regular Interest listed below, weighted on the basis of the
Uncertificated Principal Balance of each such REMIC II Regular Interest for each such Distribution Date:
Distribution Date REMIC II Regular Interest Rate
1 II-1-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
2 II-2-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
3 II-3-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
4 II-4-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
5 II-5-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
6 II-6-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
7 II-7-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
8 II-8-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
9 II-9-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
10 II-10-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
11 II-11-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
12 II-12-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
13 II-13-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
14 II-14-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
15 II-15-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
16 II-16-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
17 II-17-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
18 II-18-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
19 II-19-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
20 II-20-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
21 II-21-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
22 II-22-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
23 II-23-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
24 II-24-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
25 II-25-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
26 II-26-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
27 II-27-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
28 II-28-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
29 II-29-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
30 II-30-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
31 II-31-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
32 II-32-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
33 II-33-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
34 II-34-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
35 II-35-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
36 II-36-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
37 II-37-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
38 II-38-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
39 II-39-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
40 II-40-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
41 II-41-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
42 II-42-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
43 II-43-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
44 II-44-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
45 II-45-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
46 II-46-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
47 II-47-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
48 II-48-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
49 II-49-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
50 II-50-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
51 II-51-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
52 II-52-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
53 II-53-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
54 II-54-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
55 II-55-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
56 II-56-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
57 II-57-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
58 II-58-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
REMIC III Principal Reduction Amounts: For any Distribution Date, the amounts by
which the principal balances of the REMIC III Regular Interests LT1, LT2, LT3 and LT4, respectively,
will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of
principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall have the meanings set forth
below:
Y1 = the aggregate principal balance of the REMIC III Regular Interests LT1 after
distributions on the prior Distribution Date.
Y2 = the principal balance of the REMIC III Regular Interest LT2 after distributions on the
prior Distribution Date.
Y3 = the principal balance of the REMIC III Regular Interest LT3 after distributions on the
prior Distribution Date.
Y4 = the principal balance of the REMIC III Regular Interest LT4 after distributions on the
prior Distribution Date (note: Y3 = Y4).
ΞY1 = the combined REMIC III Regular Interests LT1 Principal Reduction Amount.
ΞY2 = the REMIC III Regular Interest LT2 Principal Reduction Amount.
ΞY3 = the REMIC III Regular Interest LT3 Principal Reduction Amount.
ΞY4 = the REMIC III Regular Interest LT4 Principal Reduction Amount.
P0 = the aggregate principal balance of the REMIC III Regular Interests LT1, LT2, LT3 and
LT4 after distributions and the allocation of Realized Losses on the prior Distribution Date.
P1 = the aggregate principal balance of the REMIC III Regular Interests LT1, LT2, LT3 and
LT4 after distributions and the allocation of Realized Losses to be made on such Distribution Date.
ΞP = P0 - P1 = the aggregate of the REMIC III Regular Interests LT1, LT2, LT3 and LT4
Principal Reduction Amounts.
= the aggregate of the principal portions of Realized Losses to be allocated to, and the
principal distributions to be made on, the Group I Certificates on such Distribution Date (including
distributions of accrued and unpaid interest on the Class SB-I Certificates for prior Distribution
Dates).
R0 = the REMIC III Net WAC Rate (stated as a monthly rate) after giving effect to amounts
distributed and Realized Losses allocated on the prior Distribution Date.
R1 = the REMIC III Net WAC Rate (stated as a monthly rate) after giving effect to amounts
to be distributed and Realized Losses to be allocated on such Distribution Date.
Ξ± = (Y2 + Y3)/P0. The initial value of Ξ± on the Closing Date for use on the first
Distribution Date shall be 0.0001.
Ξ³0 = the lesser of (A) the sum for all Classes of Group 2 LIBOR Certificates of the
product for each Class of (i) the monthly interest rate (as limited by the Net Funds Cap, if applicable)
for such Class applicable for distributions to be made on such Distribution Date and (ii) the aggregate
Certificate Principal Balance for such Class after distributions and the allocation of Realized Losses
on the prior Distribution Date and (B) R0*P0.
Ξ³1 = the lesser of (A) the sum for all Classes of Group 2 Certificates of the product for
each Class of (i) the monthly interest rate (as limited by the Net Funds Cap, if applicable) for such
Class applicable for distributions to be made on the next succeeding Distribution Date and (ii) the
aggregate Certificate Principal Balance for such Class after distributions and the allocation of
Realized Losses to be made on such Distribution Date and (B) R1*P1.
Then, based on the foregoing definitions:
ΞY1 = ΞP - ΞY2 - ΞY3 - ΞY4;
ΞY2 = (Ξ±/2){( Ξ³0R1 - Ξ³1R0)/R0R1};
ΞY3 = Ξ±ΞP - ΞY2; and
ΞY4 = ΞY3.
if both ΞY2 and ΞY3, as so determined, are non-negative numbers. Otherwise:
(1) If ΞY2, as so determined, is negative, then
ΞY2 = 0;
ΞY3 = Ξ±{Ξ³1R0P0 - Ξ³0R1P1}/{Ξ³1R0};
ΞY4 = ΞY3; and
ΞY1 = ΞP - ΞY2 - ΞY3 - ΞY4.
(2) If ΞY3, as so determined, is negative, then
ΞY3 = 0;
ΞY2 = Ξ±{ Ξ³0R1P1 - Ξ³1R0P0 }/{2R1R0P1 - Ξ³1R0};
ΞY4 = ΞY3; and
ΞY1 = ΞP - ΞY2 - ΞY3 - ΞY4.
The Principal Reduction Amount ΞY1 shall be allocated to the REMIC III Regular Interest LT1.
REMIC III Realized Losses: Realized Losses on the Group 2 Mortgage Loans for the
related Collection Period shall be allocated to the REMIC III Regular Interests LT1, LT2, LT3 and LT4,
in reduction of the principal balances thereof and interest accrued thereon, as follows: (i) the
interest portion of Realized Losses, if any, shall be allocated pro rata to accrued interest on the
REMIC III Regular Interests LT1, LT2, LT3 and LT4, to the extent of such accrued interest, and (ii) any
remaining interest portions of Realized Losses and any principal portions of Realized Losses shall be
treated as principal portions of Realized Losses and allocated (i) to the REMIC III Regular Interest
LT2, REMIC III Regular Interest LT3 and REMIC III Regular Interest LT4, pro rata according to their
respective Principal Reduction Amounts, provided that such allocation to each of the REMIC III Regular
Interest LT2, REMIC III Regular Interest LT3 and REMIC III Regular Interest LT4 shall not exceed their
respective Principal Reduction Amounts, and (ii) any Realized Losses not allocated to any of the
REMIC III Regular Interest LT2, REMIC III Regular Interest LT3 and REMIC III Regular Interest LT4
pursuant to the provisos of clause (i) above shall be allocated to the REMIC III Regular Interest LT1,
until the principal balance thereof shall have been reduced to zero. Any Realized Losses on the Group 2
Mortgage Loans remaining after the allocations made in the preceding sentences shall be allocated among
the Class LT2, Class LT3 and Class LT4 REMIC III Regular Interests pro-rata according to their
respective principal balances as reduced by the allocations in the preceding sentence until such
principal balances shall have been reduced to zero.
REMIC III Regular Interest LT1 Principal Distribution Amount: For any Distribution
Date, the excess, if any, of the REMIC III Regular Interest LT1 Principal Reduction Amount for such
Distribution Date over the Realized Losses allocated to the REMIC III Regular Interest LT1 on such
Distribution Date.
REMIC III Regular Interest LT2 Principal Distribution Amount: For any Distribution
Date, the excess, if any, of the REMIC III Regular Interest LT2 Principal Reduction Amount for such
Distribution Date over the Realized Losses allocated to the REMIC III Regular Interest LT2 on such
Distribution Date.
REMIC III Regular Interest LT3 Principal Distribution Amount: For any Distribution
Date, the excess, if any, of the REMIC III Regular Interest LT3 Principal Reduction Amount for such
Distribution Date over the Realized Losses allocated to the REMIC III Regular Interest LT3 on such
Distribution Date.
REMIC III Regular Interest LT4 Principal Distribution Amount: For any Distribution
Date, the excess, if any, of the REMIC III Regular Interest LT4 Principal Reduction Amount for such
Distribution Date over the Realized Losses allocated to the REMIC III Regular Interest LT4 on such
Distribution Date.
REMIC Provisions: The provisions of the federal income tax law relating to REMICs,
which appear at Sections 860A through 860G of the Code, and related provisions and regulations
promulgated thereunder, as the foregoing may be in effect from time to time.
REMIC Regular Interest: Any of the REMIC I Regular Interests, REMIC II Regular
Interests, REMIC III Regular Interests and REMIC IV Regular Interests.
Residual Certificates: As set forth in the Preliminary Statement.
Seller: DLJMC.
Senior Certificates: As set forth in the Preliminary Statement.
Senior Liquidation Amount: The Group 1 Senior Liquidation Amount.
Senior Percentage: The Group 1 Senior Percentage.
Senior Prepayment Percentage: The Senior Prepayment Percentage for any Distribution
Date occurring during the seven years beginning on the first Distribution Date for each Pass-Through
Loan Group will equal 100%. The Senior Prepayment Percentage for any Distribution Date occurring on or
after the seventh anniversary of the first Distribution Date for each such Loan Group will be as
follows: for any Distribution Date in the first year thereafter, the related Senior Percentage plus 70%
of the related Subordinate Percentage for such Distribution Date; for any Distribution Date in the
second year thereafter, the related Senior Percentage plus 60% of the related Subordinate Percentage for
such Distribution Date; for any Distribution Date in the third year thereafter, the related Senior
Percentage plus 40% of the related Subordinate Percentage for such Distribution Date; for any
Distribution Date in the fourth year thereafter, the related Senior Percentage plus 20% of the related
Subordinate Percentage for such Distribution Date; and for any Distribution Date after the fourth year
thereafter, the related Senior Percentage for such Distribution Date.
Notwithstanding the foregoing, on any Distribution Date and with respect to each
Pass-Through Loan Group, if the Senior Percentage exceeds the initial related Senior Percentage, the
Senior Prepayment Percentage for each Group for that Distribution Date will equal 100%, (ii) if on or
before the Distribution Date in May 2010, the Subordinate Percentage is greater than or equal to twice
the Subordinate Percentage as of the Closing Date, in which case the Senior Prepayment Percentage for
each Group will equal the related Senior Percentage, plus 50% of the related Subordinate Percentage for
that Distribution Date, and if after the Distribution Date in May 2010, the Subordinate Percentage is
greater than or equal to twice the Subordinate Percentage as of the Closing Date, then the Senior
Prepayment Percentage for each such Group for such Distribution Date will equal the related Senior
Percentage).
Notwithstanding the foregoing, the Senior Prepayment Percentage for any Pass-Through
Loan Group shall equal 100% for any Distribution Date as to which (i) the outstanding principal balance
of the Mortgage Loans in the related Loan Group, delinquent 60 days or more (including all REO
Properties and Mortgage Loans in foreclosure) (averaged over the preceding six month period), as a
percentage of the related aggregate Class Principal Balance of the Class 1-B Certificates as of such
Distribution Date is equal to or greater than 50% or (ii) cumulative Realized Losses for the Mortgage
Loans in the related Loan Group exceed (a) with respect to any Distribution Date prior to the third
anniversary of the first Distribution Date, 20% of the related aggregate Class Principal Balance of the
Class 1-B Certificates as of the Closing Date (the "Original Subordinate Principal Balance"), (b) with
respect to any Distribution Date on or after the third anniversary but prior to the eighth anniversary
of the first Distribution Date, 30% of the related Original Subordinate Principal Balance, (c) with
respect to any Distribution Date on or after the eighth anniversary but prior to the ninth anniversary
of the first Distribution Date, 35% of the related Original Subordinate Principal Balance, (d) with
respect to any Distribution Date on or after the ninth anniversary but prior to the tenth anniversary of
the first Distribution Date, 40% of the related Original Subordinate Principal Balance, (e) with respect
to any Distribution Date on or after the tenth anniversary but prior to the eleventh anniversary of the
first Distribution Date, 45% of the related Original Subordinate Principal Balance and (f) with respect
to any Distribution Date on or after the eleventh anniversary of the first Distribution Date, 50% of the
Original Subordinate Principal Balance.
If the Senior Prepayment Percentage for one Loan Group equals 100% due to the
limitations set forth above, then the Senior Prepayment Percentage for the other Loan Groups will equal
100%.
If on any Distribution Date the allocation to a Class of Senior Certificates then
entitled to distributions of Principal Prepayments and other amounts in the percentage required above
would reduce the outstanding Class Principal Balance of that Class below zero, the distribution to that
Class of Senior Certificates of the Senior Prepayment Percentage of those amounts for such Distribution
Date shall be limited to the percentage necessary to reduce the related Class Principal Balance to zero.
Senior Principal Distribution Amount: The Group 1 Senior Principal Distribution
Amount.
Series Supplement: This Series Supplement, dated as of May 1, 2007, as amended from
time to time.
Servicers: SPS, Xxxxx Fargo and the Special Servicer, to the extent it has taken over
the servicing of one or more Mortgage Loans pursuant to Section 3.17(a), and, in each case, any
successor in interest thereto or any successor servicer appointed as provided herein.
Special Servicer: SPS, and its successors and permitted assigns.
Standard Terms: That certain Standard Terms of Pooling and Servicing Agreement, dated
as of May 1, 2007, attached hereto as Exhibit A.
Startup Day: The Closing Date.
Stepdown Date: The date occurring on the later of (x) the Distribution Date in
June 2010 and (y) the first Distribution Date on which the Group 2 Senior Enhancement Percentage
(calculated for this purpose after giving effect to payments or other recoveries in respect of the
Mortgage Loans in Loan Group 2 during the related Collection Period but before giving effect to payments
on the Group 2 Certificates on such Distribution Date) is greater than or equal to 15.60%.
Subordinate Certificates: As set forth in the Preliminary Statement.
Subordinate Liquidation Amount: For any Distribution Date and the Pass-Through Loan
Group, the excess, if any, of the aggregate Liquidation Principal of all Mortgage Loans in Loan Group 1
which became Liquidated Mortgage Loans during the calendar month preceding the Distribution Date over
the Group 1 Senior Liquidation Amount for such Distribution Date.
Subordinate Percentage: With respect to any Distribution Date and the Pass-Through
Loan Group, the excess of 100% over the related Senior Percentage for that Distribution Date.
Subordinate Prepayment Percentage: With respect to any Distribution Date and the
Pass-Through Loan Group, 100% minus the related Senior Prepayment Percentage for such Distribution Date;
provided, however, that if the aggregate Class Principal Balance of the Senior Certificates related to
Loan Group 1 has been reduced to zero, then the Subordinate Prepayment Percentage for such Loan Group
will equal 100%.
Subordinate Principal Distribution Amount: With respect to any Distribution Date, the
sum of the following amounts for each Pass-Through Loan Group: (i) the related Subordinate Percentage of
the related Principal Payment Amount, (ii) the related Subordinate Prepayment Percentage of the related
Principal Prepayment Amount, and (iii) the related Subordinate Liquidation Amount.
Subordination Level: With respect to any Distribution Date and any Class of Class 1-B
Certificates, the percentage obtained by dividing the sum of the Class Principal Balances of all Classes
of Class 1-B Certificates which are subordinate in right of payment to such Class by the aggregate Class
Principal Balance of the Group 1 Certificates immediately prior to such Distribution Date.
Subsequent Cut-off Date: Not Applicable.
Subsequent Mortgage Loan: Not Applicable.
Subsequent Transfer Agreement: Not Applicable.
Subsequent Transfer Date: Not Applicable.
Substitution Adjustment Amount: As defined in Section 2.03.
SunTrust: SunTrust Mortgage, Inc. and its successors and assigns.
SunTrust Serviced Mortgage Loans: The Mortgage Loans identified as such on the
Mortgage Loan Schedule, for which SunTrust is the applicable Designated Servicer.
SunTrust Reconstituted Servicing Agreement: That certain Reconstituted Servicing
Agreement, dated as of May 1, 2007, among DLJMC, SunTrust, the Master Servicer and the Trust
Administrator, and acknowledged by the Trustee.
SunTrust Underlying Servicing Agreement: The "Servicing Agreement" referred to in the
SunTrust Reconstituted Servicing Agreement.
Supplemental Interest Account: As defined in Section 4.08 hereof. The Supplemental
Interest Account will not be an asset of any REMIC.
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.
Supplemental Interest Trust Trustee: The Trust Administrator, acting not in its
individual or corporate capacity but solely as trustee of the Supplemental Interest Trust.
Supplemental Trust Payment: An amount equal to the product of (a) 5.196%, (b) a
fraction, the numerator of which is 30 (except with respect to the first Swap Payment Date, in which
case the numerator will be the number of days in the first Swap Calculation Period) and the denominator
of which is 360 and (c) the Swap Notional Amount.
Swap Agreement: The swap agreement relating to the Group 2 Certificates consisting of
ISDA Master Agreement (Multicurrency Cross-Border), a schedule, credit support annex and the related
confirmation thereto, each dated as of the Closing Date, between the Supplemental Interest Trust Trustee
and the Swap Counterparty, as such agreement may be amended and supplemented in accordance with its
terms.
Swap Calculation Period: Each period from and including the Distribution Date in the
preceding calendar month to, but excluding, the related Distribution Date, except that the initial Swap
Calculation Period will commence on, and include, May 30, 2007 and the final Swap Calculation Period
will end on, but exclude, the Swap Termination Date, provided that such Swap Calculation Period shall be
adjusted pursuant to the "Following Business Day Convention" (as defined in the Swap Agreement).
Swap Certificate: Each of the Group 2 Certificates.
Swap Counterparty: Credit Suisse International and its successors.
Swap Counterparty Payment: An amount equal to the greater of (I) zero and (II) the
product of (a) One-Month LIBOR for the related Distribution Date, (b) a fraction, the numerator of which
is the actual number of days elapsed in the related Swap Calculation Period and the denominator of which
is 360 and (c) the Swap Notional Amount.
Swap Counterparty Trigger Event: (i) an Event of Default (as defined in the Swap
Agreement) with respect to which the Swap Counterparty is a Defaulting Party (as defined in the Swap
Agreement), (ii) a Termination Event (as defined in the Swap Agreement) under the Swap Agreement with
respect to which the Swap Counterparty is the sole Affected Party (as defined in the Swap Agreement) or
(iii) an Additional Termination Event (as defined in the Swap Agreement) under the Swap Agreement with
respect to which the Swap Counterparty is the sole Affected Party.
Swap Event of Default: An "Event of Default" as such term is defined in the Swap
Agreement.
Swap LIBOR: LIBOR as determined pursuant to the Swap Agreement.
Swap Notional Amount: The "Notional Amount" referred to in the Swap Agreement.
Swap Payment Date: The "Business Day" (as defined in the Swap Agreement) before each
Distribution Date.
Swap Suspension Event: With respect to any Distribution Date, either (a) the
occurrence of a default by the Swap Counterparty under the Swap Agreement in the timely payment of any
Net Swap Payment owed by the Swap Counterparty to the Supplemental Interest Trust on the related Swap
Payment Date or (b) the Swap Agreement has been terminated and no replacement Swap Agreement is in force
and effect.
Swap Termination Date: Immediately following the earliest to occur of (a) the
Maturity Date, (b) the date on which the Terminating Entity has purchased all of the Group 2 Mortgage
Loans from the Trust, unless terminated earlier in accordance with the terms of the Swap Agreement and
(c) the Distribution Date on which the Class Principal Balance of the Group 2 Certificates has been
reduced to zero.
Swap Termination Payment: Upon the designation of an Early Termination Date (as
defined in the Swap Agreement), the payment to be made by the Trust to the Supplemental Interest Account
for payment to the Swap Counterparty, or by the Swap Counterparty to the Supplemental Interest Account
for payment to the Trust, as applicable, pursuant to the terms of the Swap Agreement.
Targeted Overcollateralization Amount: For any Distribution Date prior to the
Stepdown Date, 0.90% of the Aggregate Loan Group Balance for Loan Group 2 as of the Cut-off Date; with
respect to any Distribution Date on or after the Stepdown Date and with respect to which a Trigger Event
is not in effect, the greater of (a) 1.80% of the Aggregate Loan Group Balance for Loan Group 2 for such
Distribution Date, or (b) 0.50% of the Aggregate Loan Group Balance for Loan Group 2 as of the Cut-off
Date; with respect to any Distribution Date on or after the Stepdown Date with respect to which a
Trigger Event has occurred and is continuing, the Targeted Overcollateralization Amount for the
Distribution Date immediately preceding such Distribution Date.
Trigger Event: A Trigger Event will occur for any Distribution Date if either (i) the
Rolling Three Month Delinquency Rate as of the last day of the related Collection Period equals or
exceeds 40.00% of the Group 2 Senior Enhancement Percentage for such Distribution Date or (ii) the
cumulative Realized Losses as a percentage of the Aggregate Loan Group Balance for Loan Group 2 on the
Closing Date for such Distribution Date is greater than the percentage set forth in the following table:
---------------------------------------------------------------- ---------------------------------------------------------------
Range of Distribution Dates Cumulative Loss Percentage
---------------------------------------------------------------- ---------------------------------------------------------------
---------------------------------------------------------------- ---------------------------------------------------------------
June 2009 - May 2010 0.25%*
---------------------------------------------------------------- ---------------------------------------------------------------
---------------------------------------------------------------- ---------------------------------------------------------------
June 2010 - May 2011 0.65%*
---------------------------------------------------------------- ---------------------------------------------------------------
---------------------------------------------------------------- ---------------------------------------------------------------
June 2011 - May 2012 1.10%*
---------------------------------------------------------------- ---------------------------------------------------------------
---------------------------------------------------------------- ---------------------------------------------------------------
June 2012 - May 2013 1.60%*
---------------------------------------------------------------- ---------------------------------------------------------------
---------------------------------------------------------------- ---------------------------------------------------------------
June 2013 and thereafter 1.90%*
---------------------------------------------------------------- ---------------------------------------------------------------
* The cumulative loss percentages set forth above are applicable to the first
Distribution Date in the corresponding range of Distribution Dates. The
cumulative loss percentage for each succeeding Distribution Date in a range
increases incrementally by 1/12 of the positive difference between the
percentage applicable to the first Distribution Date in that range and the
percentage applicable to the first Distribution Date in the succeeding range.
Trust: The trust created pursuant to Section 2.01 this Agreement.
Trust Administrator: Xxxxx Fargo Bank, N.A., a national banking association, not in
its individual capacity, but solely in its capacity as trust administrator for the benefit of the
Certificateholders under this Agreement, and any successor thereto, as provided herein.
Trust Administrator Fee Rate: As to each Mortgage Loan, a per annum rate equal to
0.00%.
Trustee: U.S. Bank National Association, a national banking association, not in its
individual capacity, but solely in its capacity as trustee for the benefit of the Certificateholders
under this Agreement, and any successor thereto, as provided herein.
Uncertificated Accrued Interest: With respect to any Uncertificated Regular Interest
for any Distribution Date, one month's interest at the related Uncertificated Pass-Through Rate for such
Distribution Date, accrued on the Uncertificated Principal Balance or Uncertificated Notional Amount, as
applicable, immediately prior to such Distribution Date. Uncertificated Accrued Interest for the
Uncertificated Regular Interests shall accrue on the basis of a 360-day year consisting of twelve 30-day
months. For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC I
Regular Interests for any Distribution Date, any Prepayment Interest Shortfalls (to the extent not
covered by Compensating Interest Payments) relating to the Mortgage Loans in any Pass-Through Loan Group
for any Distribution Date shall be allocated among the REMIC I Regular Interests, pro rata, based on,
and to the extent of, Uncertificated Accrued Interest, as calculated without application of this
sentence. For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC II
Regular Interests for any Distribution Date, any Prepayment Interest Shortfalls (to the extent not
covered by Compensating Interest Payments) relating to Mortgage Loans in the Floater Loan Group for any
Distribution Date shall be allocated among the REMIC II Regular Interests, pro rata, based on, and to
the extent of, Uncertificated Accrued Interest, as calculated without application of this sentence. For
purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC III Regular
Interests for any Distribution Date, any Prepayment Interest Shortfalls (to the extent not covered by
Compensating Interest Payments) relating to Mortgage Loans in the Floater Loan Group for any
Distribution Date shall be allocated among the REMIC III Regular Interests, pro rata, based on, and to
the extent of, Uncertificated Accrued Interest, as calculated without application of this sentence.
Uncertificated Accrued Interest on the REMIC IV Regular Interest 2-X-PO shall be zero. Uncertificated
Accrued Interest on the REMIC IV Regular Interest 2-X-IO for each Distribution Date shall equal Accrued
Certificate Interest for the Economic Residual Floater Certificates.
Uncertificated Pass-Through Rate: For any REMIC I Regular Interest, REMIC II Regular
Interest or REMIC III Regular Interest, the per annum rate set forth or calculated in the manner
described in the Preliminary Statement under "REMIC I," "REMIC II" or "REMIC III," respectively.
Uncertificated Principal Balance: The principal amount of any REMIC I, REMIC II or
REMIC III Regular Interest outstanding as of any date of determination. As of the Closing Date, the
Uncertificated Principal Balance of each REMIC I, REMIC II and REMIC III Regular Interest shall equal
the amount set forth in the Preliminary Statement hereto as its Initial Uncertificated Principal Balance
under "REMIC I," "REMIC II" and "REMIC III," respectively. On each Distribution Date, the Uncertificated
Principal Balance of each REMIC I Regular Interest, REMIC II Regular Interest and REMIC III Regular
Interest shall be reduced, (x) in the case of REMIC I Regular Interests, by the sum of (i) the principal
portion of Realized Losses allocated to the REMIC I Regular Interests in accordance with the definition
of REMIC I Realized Losses and (ii) the amounts deemed distributed on each Distribution Date in respect
of principal on the REMIC I Regular Interests pursuant to Section 4.01(IV)(a)(i), (y) in the case of
REMIC II Regular Interests, by the sum of (i) the principal portion of Realized Losses allocated to the
REMIC II Regular Interests in accordance with the definition of REMIC II Realized Losses and (ii) the
amounts deemed distributed on each Distribution Date in respect of principal on the REMIC II Regular
Interests pursuant to Section 4.01(IV)(a)(ii), and (z) in the case of REMIC III Regular Interests, by
the sum of (i) the principal portion of Realized Losses allocated to the REMIC III Regular Interests in
accordance with the definition of REMIC III Realized Losses and (ii) the amounts deemed distributed on
each Distribution Date in respect of principal on the REMIC III Regular Interests pursuant to
Section 4.01(IV)(a)(iii).
Uncertificated Regular Interest: Any of the REMIC I Regular Interests, REMIC II
Regular Interests and REMIC III Regular Interests.
Voting Rights: The portion of the voting rights of all the Certificates that is
allocated to any Certificate for purposes of the voting provisions of this Agreement. At all times
during the term of this Agreement, 99% of all Voting Rights shall be allocated among the Class A
Certificates (other than the Residual Certificates), Class M Certificates and Class 1-B Certificates.
The portion of such 99% Voting Rights allocated to each of the Class A Certificates (other than the
Residual Certificates), Class M Certificates and Class 1-B Certificates shall be based on the fraction,
expressed as a percentage, the numerator of which is the Class Principal Balance of each such Class then
outstanding and the denominator of which is the aggregate Class Principal Balance of all such Classes
then outstanding. At all times during the term of this Agreement, the Class 2-X Certificates shall be
allocated 1% of the Voting Rights. Voting Rights shall be allocated among the Certificates within each
Class in proportion to their respective outstanding Class Principal Balances or Class Notional Amounts,
as applicable. The Residual Certificates shall have no Voting Rights.
Wachovia: Wachovia Mortgage Corporation and its successors and assigns.
Wachovia Serviced Mortgage Loans: The Mortgage Loans identified as such on the
Mortgage Loan Schedule, for which Wachovia is the applicable Designated Servicer.
Wachovia Reconstituted Servicing Agreement: That certain Reconstituted Servicing
Agreement, dated as of May 1, 2007, among DLJMC, Wachovia, the Master Servicer and the Trust
Administrator, and acknowledged by the Trustee.
Wachovia Underlying Servicing Agreement: The "Servicing Agreement" referred to in the
Wachovia Reconstituted Servicing Agreement.
WaMu Bank: Washington Mutual Bank and its successors and assigns.
WaMu Bank Serviced Mortgage Loans: The Mortgage Loans identified as such on the
Mortgage Loan Schedule, for which WaMu Bank is the applicable Designated Servicer.
WaMu Bank Reconstituted Servicing Agreement: That certain Reconstituted Servicing
Agreement, dated as of May 1, 2007, among DLJMC, WaMu Bank, the Master Servicer and the Trust
Administrator, and acknowledged by the Trustee.
WaMu Bank Underlying Servicing Agreement: The "Servicing Agreement" referred to in
the WaMu Bank Reconstituted Servicing Agreement.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
SECTION 2.01. Conveyance of Trust Fund.
(a) The Depositor does hereby establish the Adjustable Rate Mortgage Trust 2007-2
(the "Trust") and sells, transfers, assigns, delivers, sets over and otherwise conveys to the Trustee in
trust for the benefit of the Certificateholders, without recourse, the Depositor's right, title and
interest in and to (a) the Mortgage Loans listed in the Mortgage Loan Schedule, including all interest
and principal received or receivable by the Depositor on or with respect to the Mortgage Loans after the
Cut-off Date and any Assigned Prepayment Premiums with respect thereto, but not including payments of
principal and interest due and payable on the Mortgage Loans on or before the Cut-off Date, together
with the Mortgage Files relating to the Mortgage Loans, (b) REO Property, (c) the Collection Account,
the Certificate Account and all amounts deposited therein pursuant to the applicable provisions of this
Agreement, (d) any insurance policies with respect to the Mortgage Loans, (e) the Depositor's rights
under the Assignment and Assumption Agreement, (f) the Supplemental Interest Account and (g) all
proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid
property.
(b) As set forth in the Standard Terms.
(c) As set forth in the Standard Terms.
(d) As set forth in the Standard Terms.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) As set forth in the Standard Terms.
(i) As set forth in the Standard Terms.
SECTION 2.02. Acceptance by the Trustee.
(a) As set forth in the Standard Terms.
(b) Not Applicable.
(c) As set forth in the Standard Terms.
(d) As set forth in the Standard Terms.
SECTION 2.03. Representations and Warranties of the Seller, Master Servicer and
Servicers.
As set forth in Section 2.03 of the Standard Terms.
SECTION 2.04. Representations and Warranties of the Depositor as to the Mortgage
Loans.
As set forth in Section 2.04 of the Standard Terms.
SECTION 2.05. Delivery of Opinion of Counsel in Connection with Substitutions.
As set forth in Section 2.05 of the Standard Terms.
SECTION 2.06. Issuance of Certificates.
As set forth in Section 2.06 of the Standard Terms.
SECTION 2.07. REMIC Provisions.
(a) The Depositor hereby elects and authorizes the Trust Administrator to treat
the Trust Fund as the number of separate REMICs specified in the Preliminary Statement (each, a "REMIC")
under the Code and, if necessary, under applicable state law and apply such Preliminary Statement in
determining the rights of the Interests in REMICs thereby created. Each such election will be made on
Form 1066 or other appropriate federal tax or information return (including Form 8811) or any
appropriate state return (x) for the taxable year ending on the last day of the calendar year in which
the Certificates are issued and (y) for the taxable year ending on the last day of the calendar year in
which Certificates are first sold to a third party. The Closing Date is hereby designated as the
"startup day" of each REMIC created hereunder within the meaning of Section 860G(a)(9) of the Code. The
"regular interests" (within the meaning of Section 860G of the Code) in each REMIC shall consist of the
regular interests with the terms set forth for each REMIC in the Preliminary Statement and the Class AR
and Class AR-L Certificates shall represent the beneficial ownership of the "residual interest" in each
REMIC created hereunder. Neither the Depositor nor the Trust Administrator nor the Trustee shall permit
the creation of any "interests" (within the meaning of Section 860G of the Code) in any REMIC other than
as set forth in the Preliminary Statement.
(b) The Trust Administrator shall act as the "tax matters person" (within the
meaning of the REMIC Provisions) for each REMIC created hereunder, in the manner provided under Treasury
regulations section 1.860F 4(d) and temporary Treasury regulations section 301.6231(a)(7)1T. In the
event that for any reason, the Trust Administrator is not recognized as the tax matters person then the
Trust Administrator shall act as agent for the Class AR and the Class AR-L Certificateholder as tax
matters person. By its acceptance of a Residual Certificate, each Holder thereof shall have agreed to
such appointment and shall have consented to the appointment of the Trust Administrator as its agent to
act on behalf of each REMIC created hereunder pursuant to the specific duties outlined herein.
(c) A Holder of the Residual Certificates, by the purchase of such Certificates,
shall be deemed to have agreed to timely pay, upon demand by the Trust Administrator, the amount of any
minimum California state franchise taxes due with respect to each REMIC created hereunder under Sections
23151(a) and 23153(a) of the California Revenue and Taxation Code. Notwithstanding the foregoing, the
Trust Administrator shall be authorized to retain the amount of such tax from amounts otherwise
distributable to such Holder in the event such Holder does not promptly pay such amount upon demand by
the Trust Administrator. In the event that any other federal, state or local tax is imposed, including
without limitation taxes imposed on a "prohibited transaction" of a REMIC as defined in Section 860F of
the Code, such tax shall be charged against amounts otherwise available for distribution to the
applicable Holder of a Residual Certificate and then against amounts otherwise available for
distribution to the Holders of Regular Certificates in accordance with the provisions set forth in
Section 4.01. The Trust Administrator or the Trustee shall promptly deposit in the Certificate Account
any amount of "prohibited transaction" tax that results from a breach of the Trust Administrator's or
the Trustee's duties, respectively, under this Agreement. The Master Servicer or the related Servicer
shall promptly deposit in the Certificate Account any amount of "prohibited transaction" tax that
results from a breach of the Master Servicer's or such Servicer's duties, respectively, under this
Agreement.
(d) The Trust Administrator shall act as attorney in fact and as the tax matters
person of each REMIC created hereunder and in such capacity the Trust Administrator shall: (i) prepare,
sign and file, or cause to be prepared, signed and filed, federal and state tax returns using a calendar
year as the taxable year for each REMIC created hereunder when and as required by the REMIC Provisions
and other applicable federal income tax laws as the direct representative of each such REMIC in
compliance with the Code and shall provide copies of such returns as required by the Code; (ii) make an
election, on behalf of each REMIC created hereunder, to be treated as a REMIC on the federal tax return
of such REMIC for its first taxable year, in accordance with the REMIC Provisions; and (iii) prepare and
forward, or cause to be prepared and forwarded, to the Certificateholders and to any governmental taxing
authority all information reports as and when required to be provided to them in accordance with the
REMIC Provisions. The expenses of preparing and filing such returns shall be borne by the Trust
Administrator. The Depositor, the Master Servicer and the related Servicer shall provide on a prompt
and timely basis to the Trust Administrator or its designee such information with respect to each REMIC
created hereunder as is in their possession and reasonably required or requested by the Trust
Administrator to enable it to perform its obligations under this subsection.
In its capacity as attorney in fact and as the tax matters person, the Trust
Administrator shall also: (A) act on behalf of each REMIC created hereunder in relation to any tax
matter or controversy involving the Trust Fund, (B) represent the Trust Fund in any administrative or
judicial proceeding relating to an examination or audit by any governmental taxing authority with
respect thereto and (C) cause to be paid solely from the sources provided herein the amount of any taxes
imposed on each REMIC created hereunder when and as the same shall be due and payable (but such
obligation shall not prevent the Trust Administrator or any other appropriate Person from contesting any
such tax in appropriate proceedings and shall not prevent the Trust Administrator from withholding
payment of such tax, if permitted by law, pending the outcome of such proceedings).
(e) The Trust Administrator shall provide (i) to any transferor of a Residual
Certificate such information as is necessary for the application of any tax relating to the transfer of
a Residual Certificate to any Person who is not a permitted transferee (upon receipt of reasonable
compensation), (ii) to the Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue discount and market discount
or premium and (iii) to the Internal Revenue Service the name, title, address and telephone number of
the person who will serve as the representative of each REMIC created hereunder.
(f) The Trustee, to the extent directed by the Trust Administrator, the Depositor
and the Holder of the Residual Certificates shall take any action or cause the Trust Fund to take any
action necessary to create or maintain the status of each REMIC created hereunder as a REMIC under the
REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither
the Trustee, to the extent directed or (in the case of a failure to act) not directed by the Trust
Administrator, nor the Holder of the Residual Certificates shall take any action, cause the Trust Fund
to take any action or fail to take (or fail to cause the Trust Fund to take) any action that, under the
REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of each REMIC
created hereunder as a REMIC or (ii) result in the imposition of a tax upon a REMIC (including, but not
limited to, the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on
prohibited contributions set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC
Event") unless the Trustee and the Trust Administrator have received an Opinion of Counsel (at the
expense of the party seeking to take such action) to the effect that the contemplated action will not
endanger such status or result in the imposition of such a tax.
The Trustee and the Trust Administrator shall not take or fail to take any action
(whether or not authorized hereunder) as to which the Master Servicer, a Servicer or the Depositor has
advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC
Event could occur with respect to such action. In addition, prior to taking any action with respect to
a REMIC or their assets, or causing any REMIC created hereunder to take any action, which is not
expressly permitted under the terms of this Agreement, the Trustee and the Trust Administrator will
consult with the Master Servicer, the Servicers and the Depositor or their designees, in writing, with
respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC
created hereunder and the Trustee and the Trust Administrator shall not take any such action or cause
that REMIC to take any such action as to which the Master Servicer, any Servicer or the Depositor has
advised it in writing that an Adverse REMIC Event could occur.
In addition, prior to taking any action with respect to any REMIC created hereunder or
the assets therein, or causing any REMIC created hereunder to take any action, which is not expressly
permitted under the terms of this Agreement, the Holder of the Residual Certificates will consult with
the Trust Administrator or its designee, in writing, with respect to whether such action could cause an
Adverse REMIC Event to occur with respect to any REMIC created hereunder, and no such Person shall take
any action or cause the Trust Fund to take any such action as to which the Trust Administrator has
advised it in writing that an Adverse REMIC Event could occur. The Trustee and the Trust Administrator
may consult with counsel to make such written advice, and the cost of same shall be borne by the party
seeking to take action not permitted by this Agreement.
At all times as may be required by the Code, the Trust Administrator will, to the
extent within its control and the scope of its duties more specifically set forth herein, maintain
substantially all of the assets of each REMIC created hereunder as "qualified mortgages" as defined in
Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions" of any REMIC
created hereunder, as defined in Section 860F(a)(2) of the Code, on "net income from foreclosure
property" of such REMIC, as defined in Section 860G(c) of the Code, on any contributions to a REMIC after
the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the
Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the
related Servicer, if such Servicer has in its sole discretion determined to indemnify the Trust Fund
against such tax or if such tax arises out of or results from a breach of such Servicer's duties under
(x) Section 2.07(j) of this Agreement to not enter into any arrangement by which a REMIC would receive a
fee or other compensation for services or to permit such REMIC to receive any income from assets other
than "qualified mortgages" or "permitted investments," (y) Section 3.01 of this Agreement to not make or
permit any modification, waiver or amendment of any Mortgage Loan which would cause any REMIC created
hereunder to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or
Section 860G(d) of the Code or (z) Section 3.11(c) of this Agreement to not cause any REO Property to
fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or to
subject any REMIC created hereunder to the imposition of any federal, state or local income taxes on the
income earned from such Mortgaged Property under Section 860G(c) of the Code of otherwise, (ii) to the
Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its
obligations under this Agreement or if the Master Servicer has in its sole discretion determined to
indemnify the Trust Fund against such tax, (iii) to the Trust Administrator, if such tax arises out of
or results from a breach by the Trust Administrator of any of its obligations under this Article II,
(iv) to the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its
obligations under this Article II or (v) otherwise against amounts on deposit in the Collection Account
as provided by Section 3.08 and on the Distribution Date(s) following such reimbursement the aggregate
of such taxes shall be allocated in reduction of the Interest Distribution Amount on each Class entitled
thereto in the same manner as if such taxes constituted a Prepayment Interest Shortfall.
In accordance with Section 2.07(c), the related Servicer, the Master Servicer, the
Trustee or the Trust Administrator, as applicable, shall promptly deposit in the Certificate Account or
Collection Account, as applicable, any amount of such tax.
For purposes of this Section 2.07(g), a tax is imposed following the final and
unappealable determination under the Code of the amount of such tax and written notice thereof by the
Tax Matters Person to the party to be charged.
The failure of the Master Servicer or the related Servicer to promptly deposit in the
Certificate Account or Collection Account, as applicable, any amount of such tax shall be an Event of
Default, as provided in Section 8.01(b).
(h) The Trust Administrator shall, for federal income tax purposes, maintain books
and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis or
as otherwise may be required by the REMIC Provisions.
(i) Following the Startup Day, none of any Servicer, the Trustee (which will act
only at the direction of the Trust Administrator or as otherwise specifically provided in this
Agreement) or the Trust Administrator shall accept any contributions of assets to any REMIC created
hereunder unless (subject to Section 2.05) such Servicer, the Trustee or the Trust Administrator shall
have received an Opinion of Counsel (at the expense of the party seeking to make such contribution) to
the effect that the inclusion of such assets in a REMIC will not cause that REMIC to fail to qualify as
a REMIC at any time that any Certificates are outstanding, or subject that REMIC to any tax under the
REMIC Provisions or other applicable provisions of federal, state and local law or ordinances.
(j) None of any Servicer, the Trustee (which will act only at the direction of the
Trust Administrator or as otherwise specifically provided in this Agreement) or the Trust Administrator
shall (subject to Section 2.05) enter into any arrangement by which a REMIC will receive a fee or other
compensation for services nor permit such REMIC to receive any income from assets other than "qualified
mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in
Section 860G(a)(5) of the Code.
(k) Within 30 days after the Closing Date, the Trust Administrator shall apply to
the Internal Revenue Service for an employer identification number for each REMIC created hereunder by
means of a Form SS-4 or other acceptable means and prepare and file with the Internal Revenue Service
Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for each REMIC created hereunder.
(l) None of the Trustee (which will act only at the direction of the Trust
Administrator or as otherwise specifically provided in this Agreement), the Trust Administrator, the
Master Servicer or any Servicer shall sell, dispose of or substitute for any of the Mortgage Loans
(except in connection with (i) the default, imminent default or foreclosure of a Mortgage Loan,
including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu
of foreclosure, (ii) the bankruptcy of any REMIC created hereunder, (iii) the termination of any REMIC
created hereunder pursuant to Article X of this Agreement or (iv) a purchase of Mortgage Loans pursuant
to Article II or III of this Agreement) nor acquire any assets for a REMIC, nor sell or dispose of any
investments in the Collection Account or the Certificate Account for gain nor accept any contributions
to a REMIC after the Closing Date (a) unless it has received an Opinion of Counsel that such sale,
disposition, substitution or acquisition will not affect adversely the status of any REMIC created
hereunder as a REMIC or (b) unless the Master Servicer or such Servicer has determined in its sole
discretion to indemnify the Trust Fund against such tax.
(m) In order to enable the Trust Administrator to perform its duties as set forth
herein, the Depositor shall provide, or cause to be provided to the Trust Administrator, within ten days
after the Closing Date, all information or data that the Trust Administrator determines to be relevant
for tax purposes to the valuations and offering prices of the Certificates, including, without
limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the
Mortgage Loans and the Trust Administrator shall be entitled to rely upon any and all such information
and data in the performance of its duties set forth herein. Thereafter, the Master Servicer shall
provide, promptly upon request therefor, any such additional information or data that the Trustee or the
Trust Administrator may from time to time reasonably request in order to enable the Trustee and the
Trust Administrator to perform their duties as set forth herein and the Trustee and the Trust
Administrator shall be entitled to rely upon any and all such information and data in the performance of
its duties set forth herein. DLJMC shall indemnify the Trust Administrator and hold it harmless for any
loss, liability, damage, claim or expense of the Trust Administrator arising from any failure of the
Depositor to provide, or to cause to be provided, accurate information or data to the Trust
Administrator on a timely basis. The Master Servicer shall indemnify the Trustee and the Trust
Administrator and hold it harmless for any loss, liability, damage, claim or expense of the Trustee and
the Trust Administrator arising from any failure of the Master Servicer to provide, or to cause to be
provided, accurate information or data required to be provided by the Master Servicer to the Trustee and
the Trust Administrator on a timely basis; provided, however, that if any Servicer shall fail to provide
such information to the Master Servicer upon timely request for such information by the Master Servicer,
that Servicer shall indemnify the Master Servicer, the Trustee and the Trust Administrator and hold it
harmless for any loss, liability, damage, claim or expense of the Master Servicer, the Trustee and the
Trust Administrator arising from any failure of that Servicer to provide, or to cause to be provided,
the information referred to above on a timely basis. The indemnification provisions hereunder shall
survive the termination of this Agreement and shall extend to any co-trustee and co-trust administrator
appointed pursuant to this Agreement.
(n) The Trust Administrator shall account for the rights of the Holders of the
Group 2 Senior Certificates and Class M Certificates to receive payments in respect of Basis Risk
Shortfalls as rights in an interest rate swap contract written by the Class 2-X Certificateholders in
favor of the Holders of the Group 2 Senior Certificates and Class M Certificates and not as an
obligation of REMIC IV, whose obligation to pay such Certificates will be subject to a cap equal to the
applicable Net Funds Cap and shall account for such rights as property held separate and apart from the
regular interests as required by Treasury regulation section 1.860G-2(i). Any amounts paid in respect
of Basis Risk Shortfalls by REMIC IV shall be treated as a distribution to the Class 2-X Certificates.
In addition, the Class 2-X Certificateholders shall be deemed to have entered into a contractual
arrangement with the Class AR and Class AR-L Certificateholders whereby the Class AR and Class AR-L
Certificateholders agree to pay to the Class 2-X Certificateholders on each Distribution Date amounts
that would, in the absence of such contractual agreement, be distributable with respect to the residual
interest in REMIC IV pursuant to Section 4.01(II)(d)(xiii) (which amounts are expected to be zero).
Thus each Group 2 Senior Certificate and Class M Certificate shall be treated as representing ownership
of not only REMIC IV regular interests, but also ownership of an interest in an interest rate swap
contract. Each Class 2-X Certificate shall represent an obligation under an interest rate swap
contract. For purposes of determining the issue price of REMIC IV regular interests, the Trust
Administrator shall assume that the interest rate swap contract has a value of $5,000.
SECTION 2.08. Covenants of the Master Servicer and each Servicer.
As set forth in Section 2.08 of the Standard Terms.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
As set forth in ARTICLE III of the Standard Terms.
ARTICLE IV
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS
SECTION 4.01. Priorities of Distribution.
(I) (A) On each Distribution Date, with respect to the Group 1 Certificates,
the Trust Administrator shall determine the amounts to be distributed to each Class of Certificates as
follows:
(a) with respect to the Class 1-A Certificates and the Residual
Certificates, from the Available Distribution Amount relating to Loan Group 1:
(i) first, concurrently, to the Class 1-A Certificates and the
Residual Certificates, an amount allocable to interest equal to the related Interest
Distribution Amount for such Distribution Date, any shortfall being allocated pro rata
between such Classes based on the Interest Distribution Amount that would have been
distributed in the absence of such shortfall; and
(ii) second, on each Distribution Date, from the Available
Distribution Amount for Loan Group 1 remaining after giving effect to the
distributions pursuant to Section 4.01(I)(A)(a)(i) above, the Group 1 Senior Principal
Distribution Amount, as principal, sequentially, as follows:
(A) first, to the Class AR Certificates and Class AR-L
Certificates, pro rata based on their respective Class Principal Balances
immediately prior to such Distribution Date, until their respective Class
Principal Balances have been reduced to zero; and
(B) second, the Group 1 Senior Principal Distribution
Amount for that Distribution Date remaining after making the payments
specified in clause (A) above, to the Class 1-A-1, Class 1-A-2-1 and
Class 1-A-2-2 Certificates, pro rata based on their respective Class Principal
Balances immediately prior to such Distribution Date, until their respective
Class Principal Balances have been reduced to zero;
(b) with respect to the Class 1-B and the Residual Certificates, from the
Available Distribution Amount relating to Loan Group 1 remaining after the distributions
pursuant to Sections 4.01(I)(A)(a) above, subject to Sections 4.01(I)(C) below, to the
following Classes in the following order of priority:
(i) to the Class 1-B-1 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for such
Distribution Date;
(ii) to the Class 1-B-1 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date, until the Class
Principal Balance of Class 1-B-1 Certificates has been reduced to zero;
(iii) to the Class 1-B-2 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for such
Distribution Date;
(iv) to the Class 1-B-2 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date, until the Class
Principal Balance of Class 1-B-2 Certificates has been reduced to zero;
(v) to the Class 1-B-3 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for such
Distribution Date;
(vi) to the Class 1-B-3 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date, until the Class
Principal Balance of Class 1-B-3 Certificates has been reduced to zero;
(vii) to the Class 1-B-4 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for such
Distribution Date;
(viii) to the Class 1-B-4 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date, until the Class
Principal Balance of Class 1-B-4 Certificates has been reduced to zero;
(ix) to the Class 1-B-5 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for such
Distribution Date;
(x) to the Class 1-B-5 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date, until the Class
Principal Balance of Class 1-B-5 Certificates has been reduced to zero;
(xi) to the Class 1-B-6 Certificates, an amount allocable to
interest equal to the Interest Distribution Amount for such Class for such
Distribution Date;
(xii) to the Class 1-B-6 Certificates, an amount allocable to
principal equal to its Pro Rata Share for such Distribution Date, until the Class
Principal Balance of Class 1-B-6 Certificates has been reduced to zero;
(xiii) to the Class 1-B-1, Class 1-B-2, Class 1-B-3, Class 1-B-4,
Class 1-B-5 and Class 1-B-6 Certificates, in that order, up to an amount of Net
Realized Losses for such Class, if any; provided, however, that any distribution
pursuant to this Section 4.01(I)(A)(e)(xiii) shall not result in a further reduction
of the Class Principal Balance of any of the Class 1-B Certificates; and
(xiv) to the Class AR-L Certificates, any remaining Available
Distribution Amount for Loan Group 1, (to the extent such amount is held by REMIC I),
or to the Class AR Certificates, any remaining Available Distribution Amount for Loan
Group 1 (to the extent such amount is held by REMIC IV).
(B) On each Distribution Date, the amount referred to in clause (i) of the
definition of Interest Distribution Amount for such Distribution Date for each Class of Group 1
Certificates shall be reduced by the Trust Administrator by the related Class's pro rata share (based on
the amount of the Interest Distribution Amount for each such Class before reduction pursuant to this
Section 4.01(I)(B)) of (i) Net Prepayment Interest Shortfalls for the Group 1 Mortgage Loans for such
Distribution Date and (ii) (A) after the Special Hazard Coverage Termination Date, with respect to each
Group 1 Mortgage Loan, as applicable, that was the subject of Special Hazard Loss during the prior
calendar month, the excess of one month's interest at the related Net Mortgage Rate on the Stated
Principal Balance of such Mortgage Loan as of the Due Date in such month over the amount of Liquidation
Proceeds applied as interest on such Mortgage Loan with respect to such month, (B) after the Bankruptcy
Coverage Termination Date, with respect to each Group 1 Mortgage Loan, as applicable, that became
subject to a Bankruptcy Loss during the prior calendar month, the interest portion of the related Debt
Service Reduction or Deficient Valuation, (C) each Relief Act Reduction for any Group 1 Mortgage Loan,
as applicable, incurred during the prior calendar month and (D) after the Fraud Loss Coverage
Termination Date, with respect to each Group 1 Mortgage Loan, as applicable, that became a Fraud Loan
during the prior calendar month the excess of one month's interest at the related Net Mortgage Rate on
the Stated Principal Balance of such Mortgage Loan as of the Due Date in such month over the amount of
Liquidation Proceeds applied as interest on such Mortgage Loan with respect to such month.
(C) With respect to each Class of Class 1-B Certificates, if on any Distribution
Date the related Subordination Level of such Class is less than such percentage as of the Closing Date,
no distribution of Principal Prepayments will be made to any Class or Classes of Class 1-B Certificates
junior to such Class (the "Restricted Classes") and the amount otherwise distributable to the Restricted
Classes in respect of such Principal Prepayments will be allocated among the remaining Classes of
Class 1-B Certificates, pro rata, based upon their respective Class Principal Balances.
(D) The Trust Administrator shall distribute the Mortgage Loan Purchase Price of
any Optional Termination of Loan Group 1 in excess of the Par Value to the holder of the Class AR-L
Certificate.
(II) With respect to the Group 2 Certificates:
(a) On each Distribution Date, the Trust Administrator shall distribute
the Interest Remittance Amount for such date in the following order of priority:
(i) To the Swap Account for payment to the Swap Counterparty, an
amount equal to the sum of (1) any Net Swap Payment owed to the Swap Counterparty for
the related Swap Payment Date and (2) any Swap Termination Payment owed to the Swap
Counterparty not due to a Swap Counterparty Trigger Event (which amount shall include
any such Swap Termination Payments remaining unpaid from a prior Swap Payment Date).
(ii) to the Group 2 Senior Certificates, pro rata based on
amounts due, Current Interest and any Carryforward Interest for such Class and such
Distribution Date;
(iii) to the Class 2-M-1 Certificates, Current Interest and any
Carryforward Interest for such Class and such Distribution Date;
(iv) to the Class 2-M-2 Certificates, Current Interest and any
Carryforward Interest for such Class and such Distribution Date;
(v) to the Class 2-M-3 Certificates, Current Interest and any
Carryforward Interest for such Class and such Distribution Date;
(vi) to the Class 2-M-4 Certificates, Current Interest and any
Carryforward Interest for such Class and such Distribution Date;
(vii) to the Class 2-M-5 Certificates, Current Interest and any
Carryforward Interest for such Class and such Distribution Date;
(viii) to the Class 2-M-6 Certificates, Current Interest and any
Carryforward Interest for such Class and such Distribution Date;
(ix) to the Class 2-M-7 Certificates, Current Interest and any
Carryforward Interest for such Class and such Distribution Date; and
(x) for application as part of Monthly Excess Cashflow for such
Distribution Date as provided in Section 4.01(II)(d), any Interest Remittance Amount
remaining after application pursuant to Section 4.01(II)(a)(i) through (ix) above.
(b) On each Distribution Date (A) prior to the Stepdown Date or (B) with
respect to which a Trigger Event is in effect, the Trust Administrator shall distribute the
Principal Payment Amount for Loan Group 2 for such date in the following order of priority:
(i) to the Swap Account for payment to the Swap Counterparty,
any unpaid Swap Termination Payment owed to the Swap Counterparty not due to a Swap
Counterparty Trigger Event;
(ii) to the Group 2 Senior Certificates, pro rata based on their
respective Class Principal Balances immediately prior to such Distribution Date, until
their respective Class Principal Balances have been reduced to zero; provided,
however, that the aggregate amount that would otherwise be allocable to the
Class 2-A-2-1 Certificates and Class 2-A-2-2 Certificates on any Distribution Date will
instead be distributed sequentially, to the Class 2-A-2-1 Certificates and
Class 2-A-2-2 Certificates, in that order, in each case until its Class Principal
Balance has been reduced to zero;
(iii) to the Class 2-M-1 Certificates, until its Class Principal
Balance has been reduced to zero;
(iv) to the Class 2-M-2 Certificates, until its Class Principal
Balance has been reduced to zero;
(v) to the Class 2-M-3 Certificates, until its Class Principal
Balance has been reduced to zero;
(vi) to the Class 2-M-4 Certificates, until its Class Principal
Balance has been reduced to zero;
(vii) to the Class 2-M-5 Certificates, until its Class Principal
Balance has been reduced to zero;
(viii) to the Class 2-M-6 Certificates, until its Class Principal
Balance has been reduced to zero;
(ix) to the Class 2-M-7 Certificates, until its Class Principal
Balance has been reduced to zero; and
(x) for application as part of Monthly Excess Cashflow for such
Distribution Date, as provided in Section 4.01(II)(d), any Principal Payment Amount
remaining after application pursuant to Section 4.01(II)(b)(i) through (ix) above.
(c) On each Distribution Date (A) on or after the Stepdown Date and
(B) with respect to which a Trigger Event is not in effect, the Trust Administrator shall
distribute the Principal Payment Amount for Loan Group 2 for such date in the following order
of priority:
(i) to the Swap Account for payment to the Swap Counterparty,
any unpaid Swap Termination Payment owed to the Swap Counterparty not due to a Swap
Counterparty Trigger Event;
(ii) to the Group 2 Senior Certificates, pro rata based on their
respective Class Principal Balances immediately prior to such Distribution Date, the
sum of (1) the Group 2 Senior Principal Payment Amount and (2) the component of the
Principal Remittance Amount representing payments, if any, under the Swap Agreement to
cover Realized Losses on the Group 2 Mortgage Loans, until their respective Class
Principal Balances have been reduced to zero; provided, however, that the aggregate
amount that would otherwise be allocable to the Class 2-A-2-1 Certificates and
Class 2-A-2-2 Certificates on any Distribution Date will instead be distributed
sequentially, to the Class 2-A-2-1 Certificates and Class 2-A-2-2 Certificates, in
that order, in each case until its Class Principal Balance has been reduced to zero;
(iii) to the Class 2-M-1 Certificates, the Class 2-M-1 Principal
Payment Amount for such Distribution Date, until its Class Principal Balance has been
reduced to zero;
(iv) to the Class 2-M-2 Certificates, the Class 2-M-2 Principal
Payment Amount for such Distribution Date, until the Class Principal Balance of such
Class has been reduced to zero;
(v) to the Class 2-M-3 Certificates, the Class 2-M-3 Principal
Payment Amount for such Distribution Date, until the Class Principal Balance of such
Class has been reduced to zero;
(vi) to the Class 2-M-4 Certificates, the Class 2-M-4 Principal
Payment Amount for such Distribution Date, until the Class Principal Balance of such
Class has been reduced to zero;
(vii) to the Class 2-M-5 Certificates, the Class 2-M-5 Principal
Payment Amount for such Distribution Date, until the Class Principal Balance of such
Class has been reduced to zero;
(viii) to the Class 2-M-6 Certificates, the Class 2-M-6 Principal
Payment Amount for such Distribution Date, until the Class Principal Balance of such
Class has been reduced to zero;
(ix) to the Class 2-M-7 Certificates, the Class 2-M-7 Principal
Payment Amount for such Distribution Date, until the Class Principal Balance of such
Class has been reduced to zero; and
(x) for application as part of Monthly Excess Cashflow for such
Distribution Date, as provided in Section 4.01(II)(d), any Principal Payment Amount
remaining after application pursuant to Section 4.01(II)(c)(i) through (ix) above.
(d) On each Distribution Date, the Trust Administrator shall distribute
the Monthly Excess Cashflow for such date in the following order of priority:
(i) (A) until the aggregate Class Principal Balance of the LIBOR
Certificates equals the Aggregate Loan Group Balance for Loan Group 2 for such
Distribution Date minus the Targeted Overcollateralization Amount for such
Distribution Date, on each Distribution Date (x) prior to the Stepdown Date or
(y) with respect to which a Trigger Event is in effect, to the extent of Monthly
Excess Interest for such Distribution Date, to the Group 2 Certificates, in the
following order of priority:
(1) to the Group 2 Senior Certificates, pro rata based
on their respective Class Principal Balances immediately prior to such
Distribution Date, until their respective Class Principal Balances have
been reduced to zero; provided, however, that the aggregate amount that
would otherwise be allocable to the Class 2-A-2-1 Certificates and
Class 2-A-2-2 Certificates on any Distribution Date will instead be
distributed sequentially, to the Class 2-A-2-1 Certificates and
Class 2-A-2-2 Certificates, in that order, in each case until its Class
Principal Balance has been reduced to zero;
(2) to the Class 2-M-1 Certificates, until its Class
Principal Balance has been reduced to zero;
(3) to the Class 2-M-2 Certificates, until its Class
Principal Balance has been reduced to zero;
(4) to the Class 2-M-3 Certificates, until its Class
Principal Balance has been reduced to zero;
(5) to the Class 2-M-4 Certificates, until its Class
Principal Balance has been reduced to zero;
(6) to the Class 2-M-5 Certificates, until its Class
Principal Balance has been reduced to zero;
(7) to the Class 2-M-6 Certificates, until its Class
Principal Balance has been reduced to zero;
(8) to the Class 2-M-7 Certificates, until its Class
Principal Balance has been reduced to zero;
(B) on each Distribution Date (x) on or after the
Stepdown Date and (y) with respect to which a Trigger Event is not in effect,
to fund any principal distributions required to be made on such Distribution
Date set forth above in Section 4.01(II)(c) above, after giving effect to the
distribution of the Principal Payment Amount for Loan Group 2 for such
Distribution Date, in accordance with the priorities set forth therein;
(ii) to the Class 2-A-1 Certificates, any Deferred Amount for
such Class;
(iii) to the Class 2-A-2-1 and Class 2-A-2-2 Certificates, pro
rata, based on amounts owed, and Deferred Amounts for such Classes;
(iv) to the Class 2-A-3 Certificates, any Deferred Amount for
such Class;
(v) to the Class 2-M-1 Certificates, any Deferred Amount for
such Class;
(vi) to the Class 2-M-2 Certificates, any Deferred Amount for
such Class;
(vii) to the Class 2-M-3 Certificates, any Deferred Amount for
such Class;
(viii) to the Class 2-M-4 Certificates, any Deferred Amount for
such Class;
(ix) to the Class 2-M-5 Certificates, any Deferred Amount for
such Class;
(x) to the Class 2-M-6 Certificates, any Deferred Amount for
such Class;
(xi) to the Class 2-M-7 Certificates, any Deferred Amount for
such Class;
(xii) to the Group 2 Senior Certificates, pro rata based on
amounts due, any Basis Risk Shortfall due and owing for each such Class;
(xiii) to the Class 2-M-1 Certificates, any Basis Risk Shortfall
due and owing for such Class;
(xiv) to the Class 2-M-2 Certificates, any Basis Risk Shortfall
due and owing for such Class;
(xv) to the Class 2-M-3 Certificates, any Basis Risk Shortfall
due and owing for such Class;
(xvi) to the Class 2-M-4 Certificates, any Basis Risk Shortfall
due and owing for such Class;
(xvii) to the Class 2-M-5 Certificates, any Basis Risk Shortfall
due and owing for such Class;
(xviii) to the Class 2-M-6 Certificates, any Basis Risk Shortfall
due and owing for such Class;
(xix) to the Class 2-M-7 Certificates, any Basis Risk Shortfall
due and owing for such Class;
(xx) to the Swap Account for payment to the Swap Counterparty,
any Swap Termination Payment owed to the Swap Counterparty that is due to a Swap
Counterparty Trigger Event;
(xxi) to the Class 2-X Certificates, the Class 2-X Distributable
Amount for such Distribution Date; and
(xxii) to the Class AR Certificates, any remaining amount;
provided, however, that any amount that would be distributable pursuant to this
priority (xxii) shall not be paid with respect to the Class AR Certificates but shall
be paid instead with respect to the Class 2-X Certificates pursuant to a contract that
exists under this Agreement between the Class AR Certificateholders and the Class 2-X
Certificateholders.
(e) The Trust Administrator shall distribute the Mortgage Loan Purchase
Price of any Optional Termination of Loan Group 2 in excess of the Par Value to the holder of
the Class AR-L Certificate.
(III) (a) Prior to the distributions described in Sections 4.01(I) and (II),
the following distributions shall be deemed to have been made:
(i) from REMIC I to REMIC IV, as the holder of the REMIC I
Regular Interests, and to Holders of the Class AR-L Certificates in respect of
Component I thereof, from the REMIC I Available Distribution Amount, the REMIC I
Distribution Amount in the amounts, from the sources and with the character set forth
in the definition thereof in respect of the REMIC I Regular Interests and Component I
of the Class AR-L Certificates as set forth therein; and
(ii) from REMIC II to REMIC IV, as the holder of the REMIC II
Regular Interests, and to Holders of the Class AR-L Certificates in respect of
Component II thereof, from the REMIC II Available Distribution Amount, the REMIC II
Distribution Amount in the amounts, from the sources and with the character set forth
in the definition thereof in respect of the REMIC II Regular Interests and
Component II of the Class AR-L Certificates as set forth therein.
(iii) from REMIC III to REMIC IV, as the holder of the REMIC II
Regular Interests, and to Holders of the Class AR-L Certificates in respect of
Component III thereof, from the REMIC III Available Distribution Amount, the REMIC III
Distribution Amount in the amounts, from the sources and with the character set forth
in the definition thereof in respect of the REMIC III Regular Interests and
Component III of the Class AR-L Certificates as set forth therein.
(b) Notwithstanding the distributions on the REMIC Regular Interests
described in this Section 4.01(III), distribution of funds from the Certificate Account shall
be made only in accordance with Sections 4.01(I) and (II).
(IV) On each Distribution Date, the Trust Administrator shall distribute to the
Holder of the Class P Certificates, the aggregate of all Assigned Prepayment Premiums for Mortgage Loans
collected or paid by each applicable Servicer with respect to the related Prepayment Period.
SECTION 4.02. Allocation of Losses.
(a) Realized Losses on the Mortgage Loans in each of Loan Group 1 incurred during
a calendar month shall be allocated by the Trust Administrator to the Classes of Certificates on the
Distribution Date in the next calendar month as follows:
(i) any Realized Loss, other than an Excess Loss, shall be allocated
first, to the Class 1-B Certificates, in decreasing order of their alphanumerical
Class designations (beginning with the Class 1-B-6 Certificates), until the respective Class
Principal Balance of each such Class has been reduced to zero, and second, to the Class 1-A
Certificates, pro rata, on the basis of their respective Class Principal Balances, until the
respective Class Principal Balance of each such Class has been reduced to zero; provided,
however, that Realized Losses on the Group 1 Loans that would otherwise be allocated to the
Class 1-A-2-1 and Class 1-A-2-2 Certificates in the aggregate will instead be allocated first,
to the Class 1-A-2-2 Certificates, until its Class Principal Balance has been reduced to zero,
and second, to the Class 1-A-2-1 Certificates, until its Class Principal Balance has been
reduced to zero; and
(ii) Excess Losses in respect of principal for Mortgage Loans in Loan
Group 1 will be allocated among all Class 1-A and Class 1-B Certificates, pro rata based on
their respective Class Principal Balances.
(b) On each Distribution Date, if the aggregate Class Principal Balance of all
Group 1 and Class 1-B Certificates exceeds the Aggregate Loan Group Balance for Loan Group 1 (after
giving effect to distributions of principal and the allocation of all losses to such Certificates on
such Distribution Date), such excess will be deemed a principal loss and will be allocated by the Trust
Administrator to the most junior Class of Class 1-B Certificates then outstanding.
(c) Any Realized Loss allocated to a Class of Certificates or any reduction in the
Class Principal Balance of a Class of Certificates pursuant to Section 4.02(b) shall be allocated by the
Trust Administrator among the Certificates of such Class in proportion to their respective Certificate
Balances.
(d) Any allocation by the Trust Administrator of Realized Losses to a Certificate
or any reduction in the Certificate Balance of a Certificate pursuant to Section 4.02(b) shall be
accomplished by reducing the Certificate Balance thereof, immediately following the distributions made
on the related Distribution Date in accordance with the definition of "Certificate Balance."
(e) On each Distribution Date, the Trust Administrator shall determine the total
Applied Loss Amount with respect to the Group 2 Certificates, if any, for such Distribution Date. The
Applied Loss Amount with respect to the Group 2 Certificates for any Distribution Date shall be applied
by reducing the Class Principal Balance of each Class of LIBOR Certificates, beginning with the Class of
Class M Certificates, then outstanding with the lowest relative payment priority, in each case until the
respective Class Principal Balance thereof has been reduced to zero, or if no Class M Certificates are
then outstanding, the Class 2-A-3 Certificates, until its Class Principal Balance has been reduced to
zero, or if the Class 2-A-3 Certificates are no longer outstanding, the Class 2-A-2-1 and Class 2-A-2-2
Certificates, pro rata based on their respective Class Principal Balances, in each case until their
respective Class Principal Balances have been reduced to zero, or if the Class 2-A-2-1 or Class 2-A-2-2
Certificates are no longer outstanding, the Class 2-A-1 Certificates, until its Class Principal Balance
has been reduced to zero. Any Applied Loss Amount allocated to a Class of LIBOR Certificates shall be
allocated among the Certificates of such Class in proportion to their respective Percentage Interests.
(f) All Realized Losses on the Group 1 Mortgage Loans shall be allocated on each
Distribution Date to the REMIC I Regular Interests as provided in the definition of REMIC I Realized
Losses.
(g) All Realized Losses on the Group 2 Mortgage Loans shall be allocated on each
Distribution Date to the REMIC II Regular Interests and REMIC III Regular Interests as provided in the
definitions of REMIC II Realized Losses and REMIC III Realized Losses, respectively.
(h) Realized Losses on the Group 2 Mortgage Loans that are not Applied Loss
Amounts shall be deemed allocated to the Class 2-X Certificates. Realized Losses allocated to the
Class 2-X Certificates shall, be allocated between the REMIC IV Regular Interests 2-X-IO and 2-X-PO as
provided in the definition of Realized Losses.
(i) Realized Losses shall be allocated among the REMIC I, REMIC II, REMIC III and
REMIC IV Regular Interests as specified in the definition of Realized Losses and, as to REMIC I Regular
Interests, REMIC II Regular Interests and REMIC III Regular Interests, in the definitions of REMIC I
Realized Losses, REMIC II Realized Losses and REMIC III Realized Losses, respectively.
SECTION 4.03. Recoveries.
(a) With respect to any Class of Certificates to which a Realized Loss or Applied
Loss Amount, as applicable, has been allocated (including any such Class for which the related Class
Principal Balance has been reduced to zero), the Class Principal Balance of such Class will be
increased, up to the amount of related Recoveries for such Distribution Date as follows:
(i) with respect to Recoveries on Group 1 Mortgage Loans,
(A) first, the Class Principal Balance of each Class of Senior
Certificates related to the Loan Group from which the Recovery was collected, will be
increased pro rata, up to the amount of Net Recovery Realized Losses for each such
Class, and
(B) second, the Class Principal Balance of each Class of
Class 1-B Certificates will be increased in order of seniority, up to the amount of Net
Recovery Realized Losses for each such Class; or
(ii) with respect to Recoveries on Group 2 Mortgage Loans, the Class
Principal Balance of the LIBOR Certificates will be increased in order of seniority, up to the
Deferred Amount such Class is entitled to receive pursuant to Section 4.01(II)(d) on such
Distribution Date prior to giving effect to payments pursuant to Section 4.01(II)(d) on such
Distribution Date.
(b) Any increase to the Class Principal Balance of a Class of Certificates shall
increase the Certificate Balance of the related Class pro rata in accordance with each Certificate
Percentage Interest.
SECTION 4.04. Monthly Statements to Certificateholders.
As set forth in Section 4.04 of the Standard Terms.
SECTION 4.05. Servicer to Cooperate.
As set forth in Section 4.05 of the Standard Terms.
SECTION 4.06. [Reserved].
SECTION 4.07. [Reserved].
SECTION 4.08. Supplemental Interest Trust.
(a) A separate trust is hereby established (the "Supplemental Interest Trust"),
the corpus of which shall be held by the Supplemental Interest Trust Trustee, in trust, for the benefit
of the holders of the Group 2 Certificates. On the Closing Date, the Supplemental Interest Trust
Trustee shall establish and maintain in its name, a separate account for the benefit of the holders of
the Group 2 Certificates (the "Supplemental Interest Account"). The Supplemental Interest Account shall
be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall
not be commingled with, any other moneys, including, without limitation, other moneys of the Trust
Administrator held pursuant to this Agreement.
(b) The Trust Administrator shall deposit into the Supplemental Interest Account
the amounts set forth in Section 4.01(II)(a), (b), (c) and (d). The Supplemental Interest Trust Trustee
shall deposit into the Supplemental Interest Account any Net Swap Payments received from the Swap
Counterparty. On any Swap Payment Date on which a Net Swap Payment is owed to the Swap Counterparty,
the Supplemental Interest Trust Trustee shall withdraw from the Supplemental Interest Account an amount
equal to such Net Swap Payment and pay such amount to the Swap Counterparty. On each Swap Payment Date
on which a Net Swap Payment is owed to the Trust Fund, the Supplemental Interest Trust Trustee shall
withdraw from the Supplemental Interest Account an amount equal to such Net Swap Payment and pay such
amount to the Trust Fund for distribution on the related Distribution Date in accordance with the
provisions of subparagraph (f) of this Section 4.08.
(c) Funds in the Supplemental Interest Account shall be invested in Eligible
Investments, which shall mature not later than the Business Day prior to the Swap Payment Date. The
Depositor shall direct the Supplemental Interest Trust Trustee in writing as to the investment of
amounts in the Supplemental Interest Account. In the absence of such written direction, all funds in
the Supplemental Interest Account may be invested by the Supplemental Interest Trust Trustee in the
Xxxxx Fargo Advantage Prime Money Market Fund or any successor fund. The Supplemental Interest Trust
Trustee shall have no liability for losses on investments in Eligible Investments made pursuant to this
Section 4.08(c) (other than as obligor on any such investments). Any earnings on such amounts shall be
distributed on each Distribution Date pursuant to paragraph (f) of this Section 4.08.
(d) Upon termination of the Trust Fund and after payment of any moneys to the
holders of the Group 2 Certificates as provided in paragraph (f) of this Section 4.08, any amounts
remaining in the Supplemental Interest Account after payment of amounts owing to the Swap Counterparty
shall be distributed to the holder of the Class 2-X Certificates.
(e) The Trust Administrator is hereby directed, as Supplemental Interest Trust
Trustee, and not in its individual capacity, on or prior to the Closing Date, on behalf of the
Supplemental Interest Trust, to enter into and assume the obligations under the Swap Agreement with the
Swap Counterparty for the benefit of the Holders of the Group 2 Certificates, in the form presented to
it by the Depositor. Neither the Trust Administrator nor the Supplemental Interest Trust Trustee shall,
individually or personally, have any liability to perform any covenant either express or implied
contained in the Swap Agreement and under no circumstance shall the Trust Administrator or the
Supplemental Interest Trust Trustee be personally liable for the payment of any amounts payable by the
Supplemental Interest Trust under the Swap Agreement or any expenses of the Supplemental Interest Trust
or be liable for the breach or failure of any obligation, representation, warranty or covenant made or
undertaken by the Supplemental Interest Trust under the Swap Agreement. None of the Master Servicer,
Trustee, Trust Administrator or Supplemental Interest Trust Trustee shall have a duty to review or
otherwise determine the adequacy of the Swap Agreement (or any amendment or supplement thereto).
(f) On each Distribution Date, the Trust Administrator shall distribute any
amounts it receives from the Supplemental Interest Account in respect of the related Net Swap Payment
owed by the Swap Counterparty to the Group 2 Certificates in the following order of priority:
(1) to the Group 2 Senior Certificates, pro rata based on the amount of
any unpaid Current Interest and Carryforward Interest, to the extent not paid from the Group 2
Interest Remittance Amount;
(2) sequentially, to the Class 2-M-1, Class 2-M-2, Class 2-M-3,
Class 2-M-4, Class 2-M-5, Class 2-M-6 and Class 2-M-7 Certificates, in that order, any unpaid
Current Interest and Carryforward Interest, to the extent not paid from the Group 2 Interest
Remittance Amount;
(3) to the Principal Remittance Amount, the Net Cumulative Realized Loss
Amount for such Distribution Date;
(4) first, to the Class 2-A-1 Certificates any Deferred Amount for such
Class, second, to the Class 2-A-2-1 and Class 2-A-2-2 Certificates, pro rata, any Deferred
Amount for such Classes, weighted based on the amounts due; third, to the Class 2-A-3
Certificates, any Deferred Amount for such Class fourth, sequentially, to the Class 2-M-1,
Class 2-M-2, Class 2-M-3, Class 2-M-4, Class 2-M-5, Class 2-M-6 and Class 2-M-7 Certificates, in
that order, any Deferred Amount for such Classes, in each case such amounts will be applied
prior to giving effect to amounts available to be paid in respect of Deferred Amounts from
Monthly Excess Cashflow;
(5) to the Group 2 Senior Certificates, the amount of any unpaid Basis
Risk Shortfalls for such Class, pro rata, weighted based on the amounts due, in each case such
amounts will be applied prior to giving effect to amounts available to be paid in respect of
Basis Risk Shortfalls from Monthly Excess Cashflow;
(6) sequentially, to the Class 2-M-1, Class 2-M-2, Class 2-M-3,
Class 2-M-4, Class 2-M-5, Class 2-M-6 and Class 2-M-7 Certificates, in that order, the amount of
any unpaid Basis Risk Shortfalls for such class, in each case such amounts will be applied
prior to giving effect to amounts available to be paid in respect of Basis Risk Shortfalls from
Monthly Excess Cashflow; and
(7) to the Class 2-X Certificates.
(g) The Supplemental Interest Trust Trustee shall deliver to the Swap Counterparty the
notice contemplated by Paragraph 7(i) of the Credit Support Annex attached to the Swap Agreement (as
modified by Paragraph 13 of the Credit Support Annex) if the Swap Counterparty fails to make, when due,
any Transfer of Eligible Collateral, Posted Collateral or the Interest Amount (as such terms are defined
in the Swap Agreement) required to be made by the Swap Counterparty. The Supplemental Interest Trust
Trustee shall deliver such notice no later than 1:00 p.m. eastern time on the Business Day immediately
following any such failure by the Swap Counterparty.
SECTION 4.09. Rights of Swap Counterparty.
The Swap Counterparty 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.
(a) In the event that the Supplemental Interest Trust Trustee, on behalf of the
Supplemental Interest Trust, and at the direction of the Depositor, enters into a replacement interest
rate swap agreement with a replacement swap counterparty (the "Replacement Swap Counterparty"), then
(a) to the extent that the Supplemental Interest Trust would be required to make a Swap Termination
Payment to the Swap Counterparty and (b) to the extent the Replacement Swap Counterparty pays to assume
the rights and obligations of the Swap Counterparty under the Swap Agreement (the "Replacement
Payment"), the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust, and the
Swap Counterparty agree that such Replacement Payment shall be paid to the Swap Counterparty and shall,
only to the extent actually paid by the Replacement Swap Counterparty to the Swap Counterparty,
constitute satisfaction in full of the obligations of the Supplemental Interest Trust to the Swap
Counterparty in respect of the assignment of the outstanding transaction under the Swap Agreement to the
Replacement Swap Counterparty or the replacement of such transaction with the Replacement Swap
Counterparty. In addition, upon termination of the Swap Counterparty and to the extent that the Swap
Counterparty would be required to make a Swap Termination Payment to the Supplemental Interest Trust,
such Swap Termination Payment shall be deposited into the Supplement Interest Account and shall be used
to make any upfront payment required to be made to a Replacement Swap Counterparty.
(b) Notwithstanding anything to the contrary contained herein, in the event that a
replacement swap agreement is not obtained within 30 days after receipt by the Supplemental Interest
Trust Trustee of the Swap Termination Payment paid by the terminated Swap Counterparty, the Supplemental
Interest Trust Trustee shall deposit such Swap Termination Payment into the Supplemental Interest
Account and the Supplemental Interest Trust Trustee shall, on each Distribution Date, withdraw from such
Supplemental Interest Account, an amount equal to the Net Swap Payment, if any, that would have been
paid to the Supplemental Interest Trust by the original Swap Counterparty (computed in accordance with
the terms of the original Swap Agreement) and distribute such amount in accordance with Section 4.01 of
this Agreement.
ARTICLE V
ADVANCES BY THE MASTER SERVICER AND SERVICERS
As set forth in ARTICLE V of the Standard Terms.
ARTICLE VI
THE CERTIFICATES
As set forth in ARTICLE VI of the Standard Terms.
ARTICLE VII
THE DEPOSITOR, THE SELLER, THE MASTER
SERVICER, THE SERVICERS, THE SPECIAL SERVICER AND THE MODIFICATION OVERSIGHT AGENT
As set forth in ARTICLE VII of the Standard Terms.
ARTICLE VIII
DEFAULT
As set forth in ARTICLE VIII of the Standard Terms.
ARTICLE IX
CONCERNING THE TRUSTEE
As set forth in ARTICLE IX of the Standard Terms.
ARTICLE X
CONCERNING THE TRUST ADMINISTRATOR
As set forth in ARTICLE X of the Standard Terms.
ARTICLE XI
TERMINATION
SECTION 11.01. Termination upon Liquidation or Purchase of all Mortgage Loans.
The obligations and responsibilities of the Master Servicer, the Special Servicer, the
Modification Oversight Agent, the Servicers, the Seller, the Depositor, the Trustee and the Trust
Administrator created hereby with respect to the related Loan Group(s) created hereby shall terminate
upon the earlier of:
(a) (i) with respect to the Pass-Through Loan Group, the purchase by the
Terminating Entity, at its election, of all Mortgage Loans in the Pass-Through Loan Group and
all property acquired in respect of any remaining Mortgage Loan in the Related Pass-Through
Loan Group, which purchase right the Terminating Entity may exercise at its sole and exclusive
election as of any Distribution Date (such applicable Distribution Date with respect to such
Mortgage Loans being herein referred to as the "Optional Termination Date") on or after the
date on which the aggregate Principal Balance of the Mortgage Loans in the Pass-Through Loan
Group, at the time of the purchase is less than or equal to 5% of the Aggregate Loan Group
Balance of the Pass-Through Loan Group as of the Cut-off Date; or
(ii) with respect to the Floater Loan Group, the purchase by the
Terminating Entity, at its election, of all Mortgage Loans in such Floater Loan Group and all
property acquired in respect of any remaining Mortgage Loan in such Floater Loan Group, which
purchase right the Terminating Entity may exercise at its sole and exclusive election as of any
Distribution Date (such applicable Distribution Date with respect to such Mortgage Loans being
herein referred to as the "Optional Termination Date") on or after the date on which the
aggregate Principal Balance of the Mortgage Loans in such Floater Loan Group, at the time of
the purchase is less than or equal to 10% of the Aggregate Loan Group Balance for such Floater
Loan Group as of the Cut-off Date.
(b) the later of (i) twelve months after the maturity of the last Mortgage Loan
remaining in the Trust Fund, (ii) the liquidation (or any advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property and (iii) the
distribution to Certificateholders of all amounts required to be distributed to them pursuant to this
Agreement; or
(c) with respect to the Floater Loan Group, the purchase by the Terminating
Auction Purchaser of all Mortgage Loans in such Floater Loan Group and all property acquired in respect
of any remaining Mortgage Loan in such Floater Loan Group (with respect to such Floater Loan Group, the
"Trust Collateral") as described below.
In no event shall the trust created hereby continue beyond the earlier of (i) the
expiration of 21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Xxxxxxx,
former Ambassador of the United States to Great Britain, living on the date of execution of this
Agreement or (ii) the Distribution Date following the third anniversary of the scheduled maturity date
of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date.
The "Mortgage Loan Purchase Price" for any such Optional Termination shall be equal to
the greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the
applicable Loan Group(s) (other than in respect of REO Property) plus accrued and unpaid interest
thereon from the date to which such interest was paid or advanced at the applicable Mortgage Rate, to
but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate
with respect to any related Mortgage Loan currently serviced by the entity exercising such Optional
Termination) and (ii) with respect to any REO Property, the lesser of (x) the appraised value of any
REO Property as determined by the higher of two appraisals completed by two independent appraisers
selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each
related Mortgage Loan related to any REO Property, in each case and (iii) (A) any remaining unreimbursed
Advances, Servicing Advances and unpaid Servicing Fees (other than any remaining unreimbursed Advances
and Servicing Advances and unpaid Servicing Fees, if any, due to the Terminating Entity) and other
amounts payable to the Servicers, the Master Servicer, the Custodian, the Trustee and the Trust
Administrator and (B) with respect to the Floater Loan Group, any Swap Termination Payments owed to the
Swap Counterparty (the sum of (i), (ii) and (iii), collectively, the "Par Value") and (b) the Fair
Market Value of all of the property of the Trust related to the Loan Group subject to such Optional
Termination (plus, with respect to the Floater Loan Group, any Swap Termination Payments owed to the
Swap Counterparty).
The "Fair Market Value" shall be the fair market value of all of the property of the
Trust related to the Loan Group(s) subject to an Optional Termination, as agreed upon between the
Terminating Entity and a majority of the holders of the Class AR-L Certificates; provided, however, that
if the Terminating Entity and a majority of the holders of the Class AR-L Certificates do not agree upon
the fair market value of such property of the Trust, the Terminating Entity, or an agent appointed by
the Terminating Entity, shall solicit bids for such property of the Trust until it has received three
bids, and the Fair Market Value shall be equal to the highest of such three bids. The Trust
Administrator shall give notice to the Rating Agencies of any election to purchase Mortgage Loans
pursuant to this Section 11.01 and of the applicable Optional Termination Date.
(d) [Reserved].
(e) On any Distribution Date on or after the date on which the aggregate Principal
Balance of the Mortgage Loans in the Floater Loan Group is less than 5% of the Aggregate Loan Group
Balance for such Floater Loan Group as of the Cut-off Date (a "Terminating Auction Date"), the Trust
Administrator shall solicit bids for the related Trust Collateral from at least three institutions that
are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans
similar to the Mortgage Loans; provided, however, that the Trust Administrator may not solicit any such
bids at any time while there are NIM Notes related to such Floater Loan Group outstanding. If the Trust
Administrator receives at least three bids for the related Trust Collateral, and one of such bids is
equal to or greater than the Par Value, the Trust Administrator shall sell the related Trust Collateral
to the highest bidder (a "Terminating Auction Purchaser") at the price offered by the Terminating
Auction Purchaser (a "Mortgage Loan Terminating Auction Price"). If the Trust Administrator receives
less than three bids, or does not receive any bid that is equal to or greater than the Par Value, the
Trust Administrator shall, on each six-month anniversary of the initial Terminating Auction Date, repeat
these auction procedures until the Trust Administrator receives a bid that is equal to or greater than
the Par Value, and upon receipt of such bid shall sell the related Trust Collateral to the Terminating
Auction Purchaser at that Mortgage Loan Auction Price; provided, however, that the Trust Administrator
shall not be required to repeat these auction procedures on any Distribution Date for any six-month
anniversary of the initial Terminating Auction Date unless the Trust Administrator reasonably believes
that there is a reasonable likelihood of receiving a bid in excess of the Par Value. The Trust
Administrator shall give notice to the Rating Agencies and each Servicer that is servicing any of the
related Mortgage Loans of the sale of the related Trust Collateral pursuant to this Section 11.01 (a
"Terminating Auction Sale") and of the Terminating Auction Date. Notwithstanding anything to the
contrary herein, the Terminating Auction Purchaser shall not be the Depositor, the Seller or any of
their respective Affiliates.
SECTION 11.02. Determination of the Terminating Entity.
(a) If any Servicer intends to be the Terminating Entity, such party must give
written notice to the Trust Administrator no later than twenty (20) days prior to the first day of the
Optional Termination Notice Period. Such notice shall also indicate the Loan Group(s) of the Mortgage
Loans to be repurchased. Upon receiving such notice, the Trust Administrator shall immediately request
from DLJMC and DLJMC shall deliver no later than seventeen (17) days prior to the first day of the
Optional Termination Notice Period a letter indicating whether or not DLJMC retains the servicing rights
to any Mortgage Loan in any of the related Loan Groups.
(b) With respect to the purchase of Mortgage Loans in any Loan Group(s) as
described in Section 11.01(a), the Trust Administrator shall determine the "Terminating Entity" as
follows:
(i) DLJMC, if it is the owner of the servicing rights with respect to any
such Mortgage Loans on the related Optional Termination Date;
(ii) SPS, if (a) DLJMC is not the owner of the servicing rights with
respect to any such Mortgage Loans on the related Optional Termination Date and (b) SPS is a
Servicer with respect to any such Mortgage Loans on the related Optional Termination Date
and SPS has given notice to the Trust Administrator pursuant to Section 11.02(a) above; or
(iii) the Majority Servicer on the related Optional Termination Date, if
(a) DLJMC is not the owner of the servicing rights with respect to any such Mortgage Loans on
the related Optional Termination Date and (b) SPS has not given notice to the Trust
Administrator pursuant to Section 11.02(a) above.
(c) No later than fifteen (15) days prior to the first day of any Optional
Termination Notice Period, the Trust Administrator shall provide notice to each Servicer that is a
servicer of any of the Mortgage Loans in the related Loan Group(s) of the identity of the Terminating
Entity for such Loan Group(s).
SECTION 11.03. Procedure Upon Optional Termination or Terminating Auction Sale.
(a) In case of any Optional Termination, the Terminating Entity shall, no later
than ten (10) days prior to the first day of the related Optional Termination Notice Period, notify the
Trustee and Trust Administrator of such Optional Termination Date and of the applicable purchase price
of the Mortgage Loans to be purchased. Upon purchase by the Terminating Entity of any Mortgage Loans
pursuant to Section 11.01, the Trust Administrator shall notify each Servicer that is servicing any of
such Mortgage Loans (and with respect to the purchase of the Mortgage Loans in any Loan Group to which a
Swap or a Cap relates, the related Counterparty) of such purchase.
(b) Any purchase of the Mortgage Loans by the Terminating Entity shall be made on
an Optional Termination Date by deposit of the applicable purchase price into the Certificate Account
before the Distribution Date on which such purchase is effected. Upon receipt by the Trust
Administrator of an Officer's Certificate of the Terminating Entity certifying as to the deposit of such
purchase price into the Certificate Account, the Trustee, the Trust Administrator and each co-trust
administrator and separate trust administrator, if any, then acting as such under this Agreement, shall,
upon request and at the expense of the Terminating Entity execute and deliver all such instruments of
transfer or assignment, in each case without recourse, as shall be reasonably requested by the
Terminating Entity to vest title in the Terminating Entity in the Mortgage Loans so purchased and shall
transfer or deliver to the Terminating Entity the purchased Mortgage Loans. Any distributions on the
Mortgage Loans which have been subject to an Optional Termination received by the Trust Administrator
subsequent to (or with respect to any period subsequent to) the Optional Termination Date shall be
promptly remitted by it to the Terminating Entity.
(c) Any purchase of the Trust Collateral by the related Terminating Auction
Purchaser shall be made on an Terminating Auction Date by receipt of the Trust Administrator of the
related Mortgage Loan Terminating Auction Price from the Terminating Auction Purchaser, and deposit of
such Mortgage Loan Terminating Auction Price into the Certificate Account by the Trust Administrator
before the Distribution Date on which such purchase is effected. Upon deposit of such purchase price
into the Certificate Account, the Trustee and the Trust Administrator and each co-trust administrator
and separate trust administrator, if any, then acting as such under this Agreement, shall, upon request
and at the expense of the Terminating Auction Purchaser execute and deliver all such instruments of
transfer or assignment, in each case without recourse, as shall be reasonably requested by the
Terminating Auction Purchaser to vest title in the Terminating Auction Purchaser in the Trust Collateral
so purchased and shall transfer or deliver to the Terminating Auction Purchaser the purchased Trust
Collateral.
(d) Notice of the Distribution Date on which the Trust Administrator anticipates
that the final distribution shall be made on a Class of Certificates (whether upon Optional Termination,
Terminating Auction Sale or otherwise), shall be given promptly by the Trust Administrator by first
class mail to Holders of the affected Certificates. Such notice shall be mailed no earlier than the
15th day and not later than the 10th day preceding the applicable Optional Termination Date, Terminating
Auction Date or date of final distribution, as the case may be. Such notice shall specify (i) the
Distribution Date upon which final distribution on the affected Certificates shall be made upon
presentation and surrender of such Certificates at the office or agency therein designated, (ii) the
amount of such final distribution and (iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, such distribution being made only upon presentation and surrender
of such Certificates at the office or agency maintained for such purposes (the address of which shall be
set forth in such notice).
(e) In the event that any Certificateholders shall not surrender Certificates for
cancellation within six months after the date specified in the above mentioned written notice, the Trust
Administrator shall give a second written notice to the remaining such Certificateholders to surrender
their Certificates for cancellation and receive the final distribution with respect thereto. If within
six months after the second notice all the Certificates shall not have been surrendered for
cancellation, the Trust Administrator may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject
to the Trust Fund.
(f) Notwithstanding anything to the contrary herein, the occurrence of an Optional
Termination or Terminating Auction Sale shall be subject to, and shall in no way adversely affect, the
rights of the owner of the servicing rights related to the Mortgage Loans purchased in such Optional
Termination or Terminating Auction Sale.
SECTION 11.04. Additional Termination Requirements.
(a) In the event the Terminating Entity exercises its purchase option pursuant to
Section 11.01(A) or a Terminating Auction Sale shall have occurred pursuant to Section 11.01(c), the
related subsidiary REMIC shall be terminated in accordance with the following additional requirements,
unless the Trustee and the Trust Administrator have received an Opinion of Counsel to the effect that
the failure to comply with the requirements of this Section 11.04 will not (i) result in the imposition
of taxes on a "prohibited transaction" of any REMIC created hereunder, as described in Section 860F of
the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any
Certificates are outstanding:
(i) within 90 days prior to the final Distribution Date set forth in the
notice given by Terminating Entity under Section 11.03, the Holder of the related Residual
Certificates shall adopt a plan of complete liquidation for the related REMIC; and
(ii) at or after the time of adoption of any such plan of complete
liquidation for such REMIC and at or prior to the final Distribution Date, the Trustee shall
sell all of the assets of such REMIC to the Depositor for cash.
(b) Upon the exercise of an Optional Termination by the Terminating Entity or upon
the occurrence of a Terminating Auction Sale in respect of the final remaining subsidiary REMIC (the
"Remaining Subsidiary REMIC") pursuant to Section 11.01, each remaining REMIC shall be terminated in
accordance with the following additional requirements, unless the Trustee and the Trust Administrator
have received an Opinion of Counsel to the effect that the failure to comply with the requirements of
this Section 11.04 will not (i) result in the imposition of taxes on a "prohibited transaction" of a
REMIC, as described in Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to
qualify as a REMIC at any time that any Certificates are outstanding:
(i) concurrently with the adoption of the plan of complete liquidation of
the Remaining Subsidiary REMIC, as set forth in paragraph (a) of this Section 11.04, the Holder
of the related Residual Certificates, as applicable, shall adopt a plan of complete liquidation
of each remaining REMIC; and
(ii) at or after the time of adoption of any such plan of complete
liquidation for each such remaining REMIC, at or prior to the final Distribution Date of the
Remaining Subsidiary REMIC to be terminated, the Trustee shall sell all of the assets of each
such remaining REMIC to the Depositor for cash.
(c) By its acceptance of a Residual Certificate, the Holder thereof hereby agrees
to adopt such a plan of complete liquidation and to take such other action in connection therewith as
may be reasonably required to liquidate and otherwise terminate the related REMIC created pursuant to
this Agreement.
ARTICLE XII
MISCELLANEOUS PROVISIONS
As set forth in ARTICLE XII of the Standard Terms.
ARTICLE XIII
EXCHANGE ACT REPORTING
As set forth in ARTICLE XIII of the Standard Terms.
IN WITNESS WHEREOF, the Depositor, the Seller, the Trust Administrator, the Master
Servicer, the Trustee, the Special Servicer, the Modification Oversight Agent and the Servicers have
caused their names to be signed hereto by their respective officers thereunto duly authorized all as of
the date first written above.
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES
CORP.,
as Depositor
By:______________________________________
Name:
Title:
DLJ MORTGAGE CAPITAL, INC.,
as Seller
By:______________________________________
Name:
Title:
XXXXX FARGO BANK, N.A.,
as Trust Administrator and as Master Servicer
By:______________________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:______________________________________
Name:
Title:
XXXXX FARGO BANK, N.A.,
as a Servicer
By:______________________________________
Name:
Title:
SELECT PORTFOLIO SERVICING, INC.,
as a Servicer, Special Servicer and Modification
Oversight Agent
By:______________________________________
Name:
Title:
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this __ day of May, 2007, before me, personally appeared _____________, known to me to be a Vice
President of Credit Suisse First Boston Mortgage Securities Corp., one of the corporations that executed
the within instrument, and also known to me to be the person who executed it on behalf of said
corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the __ day of May, 2007, before me, personally appeared ____________, known to me to be a Vice
President of DLJ Mortgage Capital, Inc., one of the corporations that executed the within instrument and
also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
Notary Public
[NOTARIAL SEAL]
STATE OF _____________)
: ss.:
COUNTY OF _____________)
On the _____ day of May, 2007 before me, a Notary Public in and for said State, personally appeared
____________________, known to me to be a __________________ of SPS, the Utah corporation that executed
the within instrument and also known to me to be the person who executed it on behalf of said
corporation, and acknowledged to me that such limited partnership executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
Notary Public
[NOTARIAL SEAL]
STATE OF )
: ss.:
COUNTY OF )
On the _____ day of May, 2007 before me, a Notary Public in and for said State, personally appeared
____________________, known to me to be a __________________ of Xxxxx Fargo Bank, N.A., the national
banking association that executed the within instrument and also known to me to be the person who
executed it on behalf of said national banking association, and acknowledged to me that such banking
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
Notary Public
[NOTARIAL SEAL]
STATE OF )
: ss.:
COUNTY OF )
On the _____ day of May, 2007 before me, a Notary Public in and for said State, personally appeared
____________________, known to me to be a __________________ of Xxxxx Fargo Bank, N.A., the national
banking association that executed the within instrument and also known to me to be the person who
executed it on behalf of said national banking association, and acknowledged to me that such banking
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
Notary Public
[NOTARIAL SEAL]
STATE OF )
: ss.:
COUNTY OF )
On the _____ day of May, 2007 before me, a Notary Public in and for said State, personally appeared
____________________, known to me to be a __________________ of Xxxxx Fargo Bank, N.A., the national
banking association that executed the within instrument and also known to me to be the person who
executed it on behalf of said national banking association, and acknowledged to me that such banking
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
Notary Public
[NOTARIAL SEAL]
STATE OF )
: ss.:
COUNTY OF )
On the _____ day of May, 2007 before me, a Notary Public in and for said State, personally appeared
____________________, known to me to be a __________________ of Xxxxx Fargo Bank, N.A., the national
banking association that executed the within instrument and also known to me to be the person who
executed it on behalf of said national banking association, and acknowledged to me that such banking
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the _____ day of May, 2007 before me, a Notary Public in and for said State, personally appeared
____________________, known to me to be a __________________ of U.S. Bank National Association, the
national banking association that executed the within instrument and also known to me to be the person
who executed it on behalf of said national banking association, and acknowledged to me that such
national banking association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
Notary Public
[NOTARIAL SEAL]
Exhibit A
Standard Terms of Pooling and Servicing Agreement
(see attached)
Schedule I
Mortgage Loan Schedule
(see attached)
Appendix A
[RESERVED]
