CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
DATED AS OF FEBRUARY 1, 2007
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS.............................................................................................2
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES..........................................33
SECTION 2.01. Conveyance of Trust Fund..............................................................33
SECTION 2.02. Acceptance by the Trustee.............................................................38
SECTION 2.03. Representations and Warranties of the Seller(s), Master Servicer and Servicers........41
SECTION 2.04. Representations and Warranties of the Depositor as to the Mortgage Loans..............43
SECTION 2.05. Delivery of Opinion of Counsel in Connection with Substitutions.......................43
SECTION 2.06. Issuance of Certificates..............................................................44
SECTION 2.07. REMIC Provisions......................................................................44
SECTION 2.08. Covenants of the Master Servicer and each Servicer....................................44
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS.......................................................45
SECTION 3.01. Servicers to Service Mortgage Loans...................................................45
SECTION 3.02. Subservicing; Enforcement of the Obligations of Sub-Servicers.........................47
SECTION 3.03. Master Servicing by Master Servicer...................................................49
SECTION 3.04. Trustee to Act as Master Servicer or Servicer.........................................49
SECTION 3.05. Collection of Mortgage Loans; Collection Accounts; Certificate Account................50
SECTION 3.06. Establishment of and Deposits to Escrow Accounts; Permitted Withdrawals from Escrow Accounts;
Payments of Taxes, Insurance and Other Charges........................................55
SECTION 3.07. Access to Certain Documentation and Information Regarding the Non-Designated Mortgage Loans;
Inspections...........................................................................56
SECTION 3.08. Permitted Withdrawals from the Collection Accounts and Certificate Account............57
SECTION 3.09. Maintenance of Hazard Insurance; Mortgage Impairment Insurance and Mortgage Guaranty Insurance
Policy; Claims; Restoration of Mortgaged Property.....................................59
SECTION 3.10. Enforcement of Due on Sale Clauses; Assumption Agreements.............................62
SECTION 3.11. Realization Upon Defaulted Mortgage Loans.............................................63
SECTION 3.12. Trustee and Trust Administrator to Cooperate; Release of Mortgage Files...............66
SECTION 3.13. Documents, Records and Funds in Possession of a Servicer to be Held for the Trust.....67
SECTION 3.14. Servicing Fee; Indemnification of Master Servicer.....................................67
SECTION 3.15. Access to Certain Documentation.......................................................68
SECTION 3.16. Maintenance of Fidelity Bond and Errors and Omissions Insurance.......................68
SECTION 3.17. Special Serviced Mortgage Loans; Repurchase of Certain Mortgage Loans.................69
SECTION 3.18. Indemnification of the Trust Administrator, the Master Servicer and the Servicers.....70
SECTION 3.19. Notification of Adjustments...........................................................71
SECTION 3.20. Designated Mortgage Loans.............................................................71
SECTION 3.21. Assigned Prepayment Premiums..........................................................72
ARTICLE IV PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS.........................................................73
SECTION 4.01. Priorities of Distribution............................................................73
SECTION 4.02. Allocation of Losses..................................................................73
SECTION 4.03. Recoveries............................................................................73
SECTION 4.04. Monthly Statements to Certificateholders..............................................73
SECTION 4.05. Servicer to Cooperate.................................................................74
SECTION 4.06. Cross-Collateralization; Adjustments to Available Funds...............................75
SECTION 4.07. Interest Rate Cap Account(s)..........................................................75
SECTION 4.08. Supplemental Interest Trust(s)........................................................75
SECTION 4.09. Rights of Swap Counterparty...........................................................75
SECTION 4.10. Replacement Swap Counterparty.........................................................75
ARTICLE V ADVANCES BY THE MASTER SERVICER AND SERVICERS..........................................................76
SECTION 5.01. Advances by the Trust Administrator, Master Servicer and Servicers....................76
ARTICLE VI THE CERTIFICATES......................................................................................78
SECTION 6.01. The Certificates......................................................................78
SECTION 6.02. Registration of Transfer and Exchange of Certificates.................................79
SECTION 6.03. Mutilated, Destroyed, Lost or Stolen Certificates.....................................84
SECTION 6.04. Persons Deemed Owners.................................................................84
SECTION 6.05. Access to List of Certificateholders' Names and Addresses.............................84
SECTION 6.06. Maintenance of Office or Agency.......................................................84
SECTION 6.07. Book-Entry Certificates...............................................................85
SECTION 6.08. Notices to Clearing Agency............................................................85
SECTION 6.09. Definitive Certificates...............................................................86
ARTICLE VII THE DEPOSITOR, THE SELLER, THE MASTER SERVICER, THE SERVICERS, THE SPECIAL SERVICER AND THE MODIFICATION
OVERSIGHT AGENT...............................................................................87
SECTION 7.01. Liabilities of the Seller, the Depositor, the Master Servicer, the Servicers,
the Special Servicer and the Modification Oversight Agent.............................87
SECTION 7.02. Merger or Consolidation of the Seller, the Depositor, the Master Servicer,
the Servicers, the Special Servicer or the Modification Oversight Agent...............87
SECTION 7.03. Limitation on Liability of the Seller, the Depositor, the Master Servicer,
the Servicers, the Special Servicer, the Modification Oversight Agent and Others......88
SECTION 7.04. Master Servicer, Servicers, Special Servicer and Modification Oversight Agent Not
to Resign; Transfer of Servicing......................................................89
SECTION 7.05. Master Servicer, Seller, Special Servicer, Modification Oversight Agent and
Servicers May Own Certificates........................................................90
ARTICLE VIII DEFAULT.............................................................................................91
SECTION 8.01. Events of Default.....................................................................91
SECTION 8.02. Master Servicer or Trust Administrator to Act; Appointment of Successor...............93
SECTION 8.03. Notification to Certificateholders....................................................95
SECTION 8.04. Waiver of Events of Default...........................................................95
ARTICLE IX CONCERNING THE TRUSTEE................................................................................97
SECTION 9.01. Duties of Trustee.....................................................................97
SECTION 9.02. Certain Matters Affecting the Trustee.................................................98
SECTION 9.03. Trustee Not Liable for Certificates or Mortgage Loans.................................99
SECTION 9.04. Trustee May Own Certificates.........................................................100
SECTION 9.05. Trustee's Fees and Expenses..........................................................100
SECTION 9.06. Eligibility Requirements for Trustee.................................................100
SECTION 9.07. Resignation and Removal of Trustee...................................................101
SECTION 9.08. Successor Trustee....................................................................101
SECTION 9.09. Merger or Consolidation of Trustee...................................................102
SECTION 9.10. Appointment of Co-Trustee or Separate Trustee........................................102
SECTION 9.11. Office of the Trustee................................................................103
ARTICLE X CONCERNING THE TRUST ADMINISTRATOR....................................................................104
SECTION 10.01. Duties of Trust Administrator........................................................104
SECTION 10.02. Certain Matters Affecting the Trust Administrator....................................105
SECTION 10.03. Trust Administrator Not Liable for Certificates or Mortgage Loans....................107
SECTION 10.04. Trust Administrator May Own Certificates.............................................107
SECTION 10.05. Trust Administrator's Fees and Expenses..............................................107
SECTION 10.06. Eligibility Requirements for Trust Administrator.....................................108
SECTION 10.07. Resignation and Removal of Trust Administrator.......................................108
SECTION 10.08. Successor Trust Administrator........................................................109
SECTION 10.09. Merger or Consolidation of Trust Administrator.......................................110
SECTION 10.10. Appointment of Co-Trust Administrator or Separate Trust Administrator................110
SECTION 10.11. Office of the Trust Administrator....................................................111
SECTION 10.12. Tax Return...........................................................................111
SECTION 10.13. Determination of Certificate Index...................................................111
ARTICLE XI TERMINATION..........................................................................................112
ARTICLE XII MISCELLANEOUS PROVISIONS............................................................................112
SECTION 12.01. Amendment............................................................................112
SECTION 12.02. Recordation of Agreement; Counterparts...............................................114
SECTION 12.03. Governing Law........................................................................114
SECTION 12.04. Intention of Parties.................................................................115
SECTION 12.05. Notices..............................................................................116
SECTION 12.06. Severability of Provisions...........................................................117
SECTION 12.07. Limitation on Rights of Certificateholders...........................................117
SECTION 12.08. Certificates Nonassessable and Fully Paid............................................118
SECTION 12.09. Protection of Assets.................................................................118
SECTION 12.10. Non-Solicitation.....................................................................118
ARTICLE XIII EXCHANGE ACT REPORTING.............................................................................119
SECTION 13.01. Commission Reporting.................................................................119
SECTION 13.02. Form 10-D Reporting..................................................................119
SECTION 13.03. Form 10-K Reporting..................................................................120
SECTION 13.04. Form 8-K Reporting...................................................................121
SECTION 13.05. Delisting; Amendment; Late Filing of Reports.........................................122
SECTION 13.06. Annual Statements of Compliance......................................................123
SECTION 13.07. Annual Assessments of Compliance.....................................................124
SECTION 13.08. Accountant's Attestation.............................................................125
SECTION 13.09. Xxxxxxxx-Xxxxx Certification.........................................................126
SECTION 13.10. Indemnification......................................................................126
EXHIBITS
Exhibit A: Form of Class A Certificate..........................................................A-1
Exhibit B: Form of Class M Certificate..........................................................B-1
Exhibit C: Form of Class B Certificate..........................................................C-1
Exhibit D-1: Form of Class AR Certificate.......................................................D-1-1
Exhibit D-2: Form of Class AR-L Certificate.....................................................D-2-1
Exhibit E: Form of Class P Certificate..........................................................E-1
Exhibit F: Form of Class X Certificate..........................................................F-1
Exhibit G: Form of Reverse of Certificates......................................................G-1
Exhibit H-1: Form of Servicer Information.......................................................H-1-1
Exhibit H-2: Reporting Data for Defaulted Loans.................................................H-2-1
Exhibit H-3: Form of Realized Loss Calculation..................................................H-3-1
Exhibit I-1: Form of Trust Receipt and Initial Certification....................................I-1-1
Exhibit I-2: Form of Trust Receipt and Subsequent Certification.................................I-2-1
Exhibit J: Form of Trust Receipt and Final Certification........................................J-1
Exhibit K: Form of Request for Release..........................................................K-1
Exhibit L: Form of Transferor Certificate.......................................................L-1
Exhibit M-1: Form of Investment Letter..........................................................M-1-1
Exhibit M-2: Form of Rule 144A Letter...........................................................M-2-1
Exhibit M-3: Form of Regulation S Letter........................................................M-3-1
Exhibit N: Form of Transferee Affidavit and Agreement...........................................N-1
Exhibit O: Form of Transfer Certificate.........................................................O-1
Exhibit P: Form of SPS Mortgage Loans Report....................................................P-1
Exhibit Q: Form of SPS Foreclosure Settlement Statement.........................................Q-1
Exhibit R: Relevant Servicing Criteria..........................................................R-1
Exhibit S: Additional Form 10-D Disclosure......................................................S-1
Exhibit T: Form of Monthly Statement to Certificateholders......................................T-1
Exhibit U: Form 8-K Disclosure Information .....................................................U-1
Exhibit V: Form of Back-Up Certification .......................................................V-1
Exhibit W: Additional Disclosure Notification ..................................................W-1
Exhibit X: Form of Subsequent Transfer Agreement ...............................................X-1
Exhibit Y: Additional Form 10-K Disclosure .....................................................Y-1
Exhibit Z: Form of Certification Regarding Substitution of Defective Mortgage Loans ............Z-1
SCHEDULES
Schedule I: Mortgage Loan Schedule...............................................................I-1
Schedule IIA: Representations and Warranties of Seller - DLJMC...................................IIA-1
Schedule IIB: Representations and Warranties of Servicer, Special Servicer and Modification
Oversight Agent - SPS..............................................................IIC-1
Schedule IIC: Representations and Warranties of Servicer - Xxxxx Fargo...........................IID-1
Schedule IID: Representations and Warranties of Servicer - GreenPoint............................IIE-1
Schedule IIE: Representations and Warranties of Servicer - WMMSC.................................IIF-1
Schedule III: Representations and Warranties of DLJMC - Mortgage Loans...........................III-1
This is the STANDARD TERMS OF POOLING AND SERVICING AGREEMENT, dated as of February 1, 2007 (the "Standard Terms"
and as incorporated by reference into a Series Supplement, the "Agreement"), by and among the Depositor, the Seller(s), the Master
Servicer, the Trust Administrator, the Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers that are
party to the Series Supplement. Capitalized terms used in this Agreement and not otherwise defined shall have the meanings assigned
to them in Article I below or, if not defined therein, in the applicable Series Supplement.
PRELIMINARY STATEMENT
The Depositor is the owner of the Trust Fund (other than certain of the Trust's rights under Interest Rate Cap
Agreements, Swap Agreements and rights to payments from the Supplemental Interest Accounts, if applicable and as set forth in the
Series Supplement) that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund (exclusive of any
entitlement to Assigned Prepayment Premiums, Interest Rate Cap Agreements, Swap Agreements, the assets held in the Interest Rate Cap
Accounts, rights to payments from the Supplemental Interest Accounts, Prefunding Accounts, Capitalized Interest Accounts and certain
other assets, in each case if applicable and as set forth in the Series Supplement) for federal income tax purposes shall consist of
one or more REMICs as more particularly set forth in the Series Supplement.
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the Depositor, the Seller(s), the Master Servicer, the
Servicers, the Special Servicer, the Modification Oversight Agent, the Trustee and the Trust Administrator agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have
the following meanings; provided, however, that if any such term is also defined in the Series Supplement, then such term shall have
the meaning given such term in the Series Supplement:
1933 Act: The Securities Act of 1933, as amended.
Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing practices of prudent
mortgage lending institutions which service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the
related Mortgaged Property is located.
Accountant's Attestation: The attestation required from an Accountant pursuant to Section 13.08.
Accrual Period: As defined in the Series Supplement.
Additional Data Remittance Date: With respect to any Distribution Date and (i) the Master Servicer and the
Servicers (other than WMMSC and Xxxxx Fargo), no later than 12:00 noon (New York City time), five Business Days prior to such
Distribution Date and (ii) Xxxxx Fargo, no later than five Business Days prior to such Distribution Date.
Additional Disclosure Notification: As defined in Section 13.02.
Additional Form 10-D Disclosure: As defined in Section 13.02.
Additional Form 10-K Disclosure: As defined in Section 13.03.
Additional Servicer: Each affiliate of the Depositor that Services any of the Mortgage Loans and each Person who is
not an affiliate of the Depositor, who Services 10% or more of the Mortgage Loans (measured by aggregate Stated Principal Balance of
the Mortgage Loans, annually at the commencement of the calendar year prior to the year in which an Item 1123 Certificate is required
to the delivered). For clarification purposes, the Master Servicer and the Trust Administrator are Additional Servicers.
Adjustment Date: With respect to each adjustable-rate Mortgage Loan, each adjustment date on which the Mortgage
Rate thereon changes pursuant to the related Mortgage Note. The first Adjustment Date following the Cut-off Date as to each such
Mortgage Loan is set forth in the Mortgage Loan Schedule.
Advance: With respect to any Non-Designated Mortgage Loan and any Distribution Date, any payment required to be
made by a Servicer, the Master Servicer or the Trust Administrator, as applicable, with respect to such Distribution Date pursuant to
Section 5.01.
With respect to any Designated Mortgage Loan and any Distribution Date, the payment required to be made by (i) the
related Designated Servicer as defined in the Series Supplement or (ii) the Master Servicer with respect to such Distribution Date
pursuant to Section 3.20(b) of this Agreement.
Adverse REMIC Event: As defined in Section 2.07 (f).
Aggregate Loan Group Balance: With respect to any Loan Group and as of any date of determination, will be equal to
the aggregate Stated Principal Balance of the Mortgage Loans in such Loan Group as of the first day of the month of such date of
determination, plus, with respect to any Prefunded Loan Group, the amount on deposit in the related Prefunding Account as of the
first day of such month.
Aggregate Related Pass-Through Collateral Balance: With respect to any date of determination and any Related
Pass-Through Loan Groups, the sum of the Aggregate Loan Group Balances for all such Related Pass-Through Loan Groups as of such date
of determination.
Aggregate Subsequent Transfer Amount: With respect to any Subsequent Transfer Date, the aggregate Stated Principal
Balances as of the applicable Cut-off Date of the Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date, as listed on
the revised Mortgage Loan Schedule delivered pursuant to Section 2.01(e); provided, however, that such amount shall not exceed the
amount on deposit in the related Prefunding Account.
Agreement: With respect to any Series, this Standard Terms together with the Series Supplement, including all
amendments or supplements thereto.
Ancillary Income: All income derived from the Non-Designated Mortgage Loans, other than Servicing Fees and Trust
Administrator Fees, including but not limited to, late charges, Prepayment Premiums (other than Assigned Prepayment Premiums), fees
received with respect to checks or bank drafts returned by the related bank for non-sufficient funds, assumption fees, optional
insurance administrative fees and all other incidental fees and charges, and only with respect to SPS, any Qualified Substitute
Mortgage Loan Excess Interest with respect to any Qualified Substitute Mortgage Loan for which a payment has been received or
advanced during the related Collection Period.
Applied Loss Amount: With respect to any Distribution Date and each Floater Loan Group, the excess, if any, of
(i) the aggregate Class Principal Balances of the related Floater Certificates (other than the related Notional Amount Certificates),
after giving effect to all Realized Losses with respect to the Mortgage Loans in such Floater Loan Group during the Collection Period
for such Distribution Date and payments of principal on such Distribution Date over (ii) the Aggregate Loan Group Balance for such
Floater Loan Group for such Distribution Date.
Appraised Value: The appraised value of the Mortgaged Property based upon the appraisal made for the originator at
the time of the origination of the related Mortgage Loan or the sales price of the Mortgaged Property at the time of such
origination, whichever is less, or (i) with respect to any Mortgage Loan that represents a refinancing other than a Streamlined
Mortgage Loan, the lower of the appraised value at origination or the appraised value of the Mortgaged Property based upon the
appraisal made at the time of such refinancing and (ii) with respect to any Streamlined Mortgage Loan, the appraised value of the
Mortgaged Property based upon the appraisal made in connection with the origination of the mortgage loan being refinanced.
Assessment of Compliance: The certification required pursuant to Section 13.07.
Assigned Prepayment Premium: As defined in the Series Supplement.
Assignment and Assumption Agreement: That certain assignment and assumption agreement dated as of the Initial
Cut-off Date, by and between DLJ Mortgage Capital, Inc., as assignor, and the Depositor, as assignee, relating to the Mortgage Loans.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, the assignment or mortgage of the related
Proprietary Lease from the Mortgagor to the originator of the Cooperative Loan.
Balloon Loan: Any Mortgage Loan that, by its terms, does not fully amortize the principal balance thereof by its
stated maturity and requires a payment at the stated maturity larger than the monthly payments due thereunder.
Bankruptcy Code: The United States Bankruptcy Code, as amended from time to time (11 U.S.C. §§ 101 et seq.).
Bankruptcy Coverage Termination Date: The point in time at which the related Bankruptcy Loss Coverage Amount has
been reduced to zero.
Bankruptcy Loss: With respect to any Loan Group, Realized Losses on the Mortgage Loans in that Loan Group incurred
as a result of a Deficient Valuation or Debt Service Reduction.
Bankruptcy Loss Coverage Amount: With respect to any Related Pass-Through Loan Groups and as of any Determination
Date, the Bankruptcy Loss Coverage Amount shall equal the Initial Bankruptcy Loss Coverage Amount for such Related Pass-Through Loan
Groups as reduced by (i) the aggregate amount of Bankruptcy Losses allocated to the related Subordinate Certificates since the
Cut-off Date and (ii) any permissible reductions in such Bankruptcy Loss Coverage Amount as evidenced by a letter of each Rating
Agency to the Trust Administrator to the effect that any such reduction will not result in a downgrading, or otherwise adversely
affect, of the then current ratings assigned to the related Classes of Certificates rated by it.
Basis Risk Shortfall: As defined in the Series Supplement.
Beneficial Holder: A Person holding a beneficial interest in any Certificate through a Participant or an Indirect
Participant or a Person holding a beneficial interest in any Definitive Certificate.
Book-Entry Certificates: Any Certificate held in "book-entry" form through the facilities of the Depository.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in New York
or the state in which the office of the Master Servicer or any Servicer or the Corporate Trust Office of the Trustee or Trust
Administrator are located and are authorized or obligated by law or executive order to be closed.
Capitalization Reimbursement Amount: For any Distribution Date and any Loan Group, the aggregate of the amounts
added to the Stated Principal Balances of the Mortgage Loans in such Loan Group during the preceding calendar month representing
reimbursements to a Servicer on or prior to such Distribution Date in connection with the modification of such Mortgage Loan pursuant
to Section 3.05.
Capitalized Interest Account: The separate Eligible Account designated as such and created and maintained by the
Trust Administrator pursuant to Section 3.05(h) hereof. The Capitalized Interest Account shall be treated as an "outside reserve
fund" under applicable Treasury regulations and shall not be part of any REMIC. Except as provided in Section 3.05(h) hereof, any
investment earnings on the Capitalized Interest Account shall be treated as owned by the Depositor and will be taxable to the
Depositor.
Capitalized Interest Deposit: As defined in the Series Supplement.
Capitalized Interest Distribution: With respect to each Capitalized Interest Account and each of the first three
Distribution Dates, an amount equal to 30 days of interest (based on a 360-day year) on the aggregate amount on deposit in the
related Prefunding Account at the end of the related Collection Period accruing at a per annum rate equal to the weighted average of
the Net Mortgage Rates of the Mortgage Loans in the related Prefunded Loan Group as of the first day of the related Collection
Period. If any REMIC is unable to pay the REMIC Regular Interests their stated pass-through rates due to an insufficiency in the
related Capitalized Interest Distribution, the Depositor will contribute any amounts to such REMIC as necessary to pay the
REMIC Regular Interests their stated pass-through rates.
Capitalized Interest Release Amount: With respect to each Capitalized Interest Account and each of the first three
Distribution Dates, an amount equal to the excess of (a) the amount remaining on deposit in such Capitalized Interest Account on such
Distribution after distribution of the Capitalized Interest Distribution for such Distribution Date, over (b) the Capitalized
Interest Requirement for such Distribution Date.
Capitalized Interest Requirement: With respect to each Capitalized Interest Account and the first Distribution
Date, an amount equal to 60 days of interest (based on a 360-day year) accruing at the Capitalized Interest Requirement Rate for such
Distribution Date on the aggregate amount on deposit in the related Prefunding Account at the end of the related Collection Period
and with respect to each Capitalized Interest Account and the second Distribution Date, an amount equal to 30 days of interest (based
on a 360-day year) accruing at the Capitalized Interest Requirement Rate for such Distribution Date on the aggregate amount on
deposit in the related Prefunding Account at the end of the related Collection Period. With respect to each Capitalized Interest
Account and the third Distribution Date and any Distribution Date thereafter, zero.
Capitalized Interest Requirement Rate: With respect to each Capitalized Interest Account and the first two
Distribution Dates, a per annum rate equal to the sum of (i) the Certificate Index for such Distribution Date, (ii) the weighted
average of the Certificate Margins of the LIBOR Certificates related to the related Prefunded Loan Group for such Distribution Date,
(iii) the weighted average of the Expense Fee Rates of the Mortgage Loans in the related Prefunded Loan Group for such Distribution
Date and (iv) with respect to each Capitalized Interest Account and the first Distribution Date, 0.35% and with respect to each
Capitalized Interest Account and the second Distribution Date, 0.70%.
Cash Remittance Date: With respect to any Distribution Date and (A) GreenPoint and SPS, by 1:00 p.m. (New York City
time) on the 7th calendar day preceding such Distribution Date, or if such 7th calendar day is not a Business Day, the Business Day
immediately preceding such 7th calendar day, (B) WMMSC, by 12:00 noon (New York City time) on the Business Day immediately preceding
such Distribution Date, (C) Xxxxx Fargo, the 18th calendar day of the month in which such Distribution Date occurs, or if such 18th
calendar day is not a Business Day, the Business Day immediately following such 18th calendar day, (D) the Designated Servicers, the
date and time specified in the related Designated Servicing Agreement, and (E) the Master Servicer, by 1:00 p.m. (New York City time)
two Business Days preceding such Distribution Date.
Certificate: Any Certificates executed and authenticated by the Trust Administrator on behalf of the Trustee for
the benefit of the Certificateholders in substantially the form or forms attached as Exhibits A through G hereto.
Certificate Account: The separate Eligible Account created and maintained with the Trust Administrator, or any
other bank or trust company acceptable to the Rating Agencies which is incorporated under the laws of the United States or any state
thereof pursuant to Section 3.05, which account shall bear a designation clearly indicating that the funds deposited therein are held
in trust for the benefit of the Trust Administrator, as agent for the Trustee, on behalf of the Certificateholders or any other
account serving a similar function acceptable to the Rating Agencies. Funds in the Certificate Account may (i) be held uninvested
without liability for interest or compensation thereon or (ii) be invested at the direction of the Trust Administrator in Eligible
Investments and reinvestment earnings thereon (net of investment losses) shall be paid to the Trust Administrator. Funds deposited
in the Certificate Account (exclusive of the amounts permitted to be withdrawn pursuant to Section 3.08(b)) shall be held in trust
for the Certificateholders.
Certificate Balance: With respect to any Certificate (other than a Notional Amount Certificate) at any date, the
maximum dollar amount of principal to which the Holder thereof is then entitled hereunder, such amount being equal to the
Denomination thereof (i) minus all distributions of principal and allocations of Realized Losses, including Excess Losses or Applied
Loss Amounts, as applicable, previously made or allocated with respect thereto pursuant to Section 4.02 and (ii) plus the amount of
any increase to the Certificate Balance of such Certificate pursuant to Section 4.03.
Certificateholder or Holder: The Person in whose name a Certificate is registered in the Certificate Register.
Certificate Index: With respect to each Distribution Date and the LIBOR Certificates, the rate for one month United
States dollar deposits quoted on Telerate Page 3750 as of 11:00 a.m. (London time) on the related Interest Determination Date
relating to each Class of LIBOR Certificates. If such rate does not appear on such page (or such other page as may replace that page
on that service, or if such service is no longer offered, such other service for displaying one month LIBOR or comparable rates as
may be reasonably selected by the Trust Administrator after consultation with DLJMC), the rate will be the related Reference Bank
Rate. If no such quotations can be obtained and no related Reference Bank Rate is available, the Certificate Index with respect to
the LIBOR Certificates will be the Certificate Index applicable to such Certificates on the preceding Distribution Date.
On the Interest Determination Date immediately preceding each Distribution Date, the Trust Administrator shall
determine each Certificate Index for the Accrual Period commencing on such Distribution Date and inform the Master Servicer of such
rate.
Certificate Margin: As defined in the Series Supplement.
Certificate Register: The register maintained pursuant to Section 6.02(a) hereof.
Certification Parties: As defined in Section 13.09.
Certification Person: As defined in Section 13.09.
Class: All Certificates bearing the same class designation as set forth in the Series Supplement.
Class A Certificates: As defined in the Series Supplement.
Class C-B Certificates: As defined in the Series Supplement.
Class Interest Shortfall: With respect to any Distribution Date and Class of Pass-Through Certificates, the amount
by which the amount described in clause (i) of the definition of Interest Distribution Amount for such Class, exceeds the amount of
interest actually distributed on such Class on such Distribution Date.
Class Principal Balance: With respect to any Class of Certificates (other than the Notional Amount Certificates)
and as to any date of determination, the aggregate of the Certificate Balances of all Certificates of such Class as of such date.
Class Unpaid Interest Amounts: With respect to any Distribution Date and Class of interest bearing Pass-Through
Certificates, the amount by which the aggregate Class Interest Shortfalls for such Class on prior Distribution Dates exceeds the
amount distributed on such Class on prior Distribution Dates pursuant to clause (ii) of the definition of Interest Distribution
Amount.
Clearing Agency: An organization registered as a "clearing agency" pursuant to Section 17A of the Securities
Exchange Act of 1934, as amended, which initially shall be DTC, the nominee of which is Cede & Co., as the registered Holder of the
Book-Entry Certificates. The Clearing Agency shall at all times be a "clearing corporation" as defined in Section 8 102(a)(5) of the
Uniform Commercial Code of the State of New York.
Closing Date: As defined in the Series Supplement.
Code: The Internal Revenue Code of 1986, as amended.
Collection Account: The accounts established and maintained by each Servicer in accordance with Section 3.05.
Collection Period: With respect to each Distribution Date, the period commencing on the second day of the month
preceding the month of the Distribution Date and ending on the first day of the month of the Distribution Date.
Commission: The U.S. Securities and Exchange Commission.
Compensating Interest Payment: For any Distribution Date and WMMSC, the least of (i) the sum of (a) one twelfth
(1/12th) of 0.04% of the aggregate Stated Principal Balance of the WMMSC Serviced Mortgage Loans, as of the Due Date in the month of
such Distribution Date, (b) Payoff Earnings in respect of the WMMSC Serviced Mortgage Loans for such Distribution Date and (c)
aggregate Payoff Interest in respect of the WMMSC Serviced Mortgage Loans for such Distribution Date, (ii) the aggregate Prepayment
Interest Shortfall allocable to Payoffs for the WMMSC Serviced Mortgage Loans and (iii) one-twelfth (1/12th) of 0.125% of the
aggregate Stated Principal Balance of the WMMSC Serviced Mortgage Loans.
For any Distribution Date and each Servicer other than WMMSC, the lesser of (i) the aggregate Servicing Fee payable
to such Servicer for such Distribution Date in respect of the Mortgage Loans serviced by such Servicer and (ii) the aggregate
Prepayment Interest Shortfall allocable to Payoffs and Curtailments for such Distribution Date in respect of the Mortgage Loans
serviced by such Servicer.
For any Distribution Date and the Master Servicer, the excess of (i) the aggregate Compensating Interest Payments
required to be remitted by the Servicers pursuant to this Agreement and Designated Servicers pursuant to their respect Designated
Servicing Agreements, in each case relating to such Distribution Date over (ii) the aggregate Compensating Interest Payments actually
remitted by the Servicers and Designated Servicers for such Distribution Date.
Conforming Loans: As defined in the Series Supplement.
Controlling Person: With respect to any Person, any other Person who "controls" such Person within the meaning of
the Securities Act.
Cooperative Corporation: With respect to any Cooperative Loan, the cooperative apartment corporation that holds
legal title to the related Cooperative Property and grants occupancy rights to units therein to stockholders through Proprietary
Leases or similar arrangements.
Cooperative Lien Search: A search for (a) federal tax liens, mechanics' liens, lis pendens, judgments of record or
otherwise against (i) the Cooperative Corporation and (ii) the seller of the Cooperative Unit, (b) filings of Financing Statements
and (c) the deed of the Cooperative Property into the Cooperative Corporation.
Cooperative Loan: A Mortgage Loan that is secured by a first lien on and a perfected security interest in
Cooperative Shares and the related Proprietary Lease granting exclusive rights to occupy the related Cooperative Unit in the building
owned by the related Cooperative Corporation.
Cooperative Property: With respect to any Cooperative Loan, all real property and improvements thereto and rights
therein and thereto owned by a Cooperative Corporation including without limitation the land, separate dwelling units and all common
elements.
Cooperative Shares: With respect to any Cooperative Loan, the shares of stock issued by a Cooperative Corporation
and allocated to a Cooperative Unit and represented by stock certificates.
Cooperative Unit: With respect to any Cooperative Loan, a specific unit in a Cooperative Property.
Corporate Trust Office: As defined in the Series Supplement.
Counterparty: The Swap Counterparty or Interest Rate Cap Counterparty, as applicable.
Curtailment: Any payment of principal on a Mortgage Loan, made by or on behalf of the related Mortgagor, other than
a Scheduled Payment, a prepaid Scheduled Payment or a Payoff, which is applied to reduce the outstanding Stated Principal Balance of
the Mortgage Loan.
Custodial Agreement: An agreement among a custodian, the Trustee and if applicable, the Trust Administrator,
pursuant to which such custodian agrees to hold any of the documents or instruments referred to in Section 2.01 of this Agreement as
agent for the Trustee.
Custodian: A custodian which is appointed pursuant to a Custodial Agreement. Any Custodian so appointed shall act
as agent on behalf of the Trustee, and shall be compensated by the Trust Administrator, if applicable, or as otherwise specified
therein. The Series Supplement will set forth the initial Custodian(s).
Cut-off Date: For any Initial Mortgage Loan, the Initial Cut-off Date and for any Subsequent Mortgage Loan, the
applicable Subsequent Cut-off Date.
Cut-off Date Principal Balance: With respect to any Mortgage Loan, the Stated Principal Balance thereof as of the
close of business on the Cut-off Date.
Data Remittance Date: With respect to any Distribution Date and (A) each Servicer other than WMMSC, the 10th
calendar day of the month in which such Distribution Date occurs, or if such 10th day is not a Business Day, the Business Day
immediately following such 10th day or (B) WMMSC, no later than 12:00 noon (New York City time) on the day that is five Business Days
before such Distribution Date.
Debt Service Reduction: With respect to a Mortgage Loan in a Pass-Through Loan Group, a reduction by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code in the Scheduled Payment for such Mortgage Loan which became final
and non appealable, except such a reduction resulting from a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
Debt Service Reduction Mortgage Loan: Any Mortgage Loan that became the subject of a Debt Service Reduction.
Deficient Valuation: With respect to any Mortgage Loan in a Pass-Through Loan Group, a valuation by a court of
competent jurisdiction of the Mortgaged Property in an amount less than the then outstanding indebtedness under the Mortgage Loan, or
that results in a permanent forgiveness of principal, which valuation in either case results from a proceeding under the Bankruptcy
Code.
Definitive Certificate: As defined in Section 6.07.
Deleted Mortgage Loan: As defined in Section 2.03.
Delinquency Rate: With respect to a Floater Loan Group and any month, the fraction, expressed as a percentage, the
numerator of which is the aggregate outstanding principal balance of all Mortgage Loans in such Floater Loan Group which are 60 or
more days delinquent (including all foreclosures, bankruptcies and REO Properties) as of the close of business on the last day of
such month, and the denominator of which is the Aggregate Loan Group Balance for such Floater Loan Group as of the close of business
on the last day of such month.
Denomination: With respect to each Certificate, the amount set forth on the face thereof as the "Initial
Certificate Balance of this Certificate" or the "Initial Notional Amount of this Certificate" or, if neither of the foregoing, the
percentage interest appearing on the face thereof.
Deposit Amount: As defined in the Series Supplement.
Depositor: Credit Suisse First Boston Mortgage Securities Corp., a Delaware corporation, or its successor in
interest.
Depository Agreement: The Letter of Representation dated as of the Closing Date by and among DTC, the Depositor and
the Trustee (or the Trust Administrator for the benefit of the Trustee).
Designated Mortgage Loans: As defined in the Series Supplement.
Designated Servicer: As defined in the Series Supplement.
Designated Servicing Agreement: As defined in the Series Supplement.
Determination Date: With respect to each Distribution Date and (i) each Servicer (other than Xxxxx Fargo), the 10th
day of the calendar month in which such Distribution Date occurs or, if such 10th day is not a Business Day, the Business Day
immediately succeeding such Business Day and (ii) Xxxxx Fargo, the Business Day immediately preceding the related Cash Remittance
Date.
Disqualified Organization: Any organization defined as a "disqualified organization" under Section 860E(e)(5) of
the Code, which includes any of the following: (i) the United States, any State or political subdivision thereof, any possession of
the United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if
all of its activities are subject to tax and, except for the FHLMC, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, any international organization, or any agency or instrumentality of any of the
foregoing, (iii) any organization (other than certain farmers' cooperatives described in Section 521 of the Code) which is exempt
from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable
income), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an "electing large
partnership" within the meaning of Section 775 of the Code, and (vi) any other Person so designated by the Trust Administrator based
upon an Opinion of Counsel that the holding of an Ownership Interest in a Residual Certificate by such Person may cause any REMIC
formed hereby or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability
for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a
Residual Certificate to such Person. The terms "United States," "State" and "international organization" shall have the meanings set
forth in Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month, or if such 25th day is not a Business Day, the Business Day
immediately following such 25th day, commencing in the month following the month of the Initial Cut-off Date.
DLJMC: DLJ Mortgage Capital, Inc., a Delaware corporation, and its successors and assigns.
DTC: The Depository Trust Company.
Due Date: With respect to each Mortgage Loan and any Distribution Date, the date on which Scheduled Payments on such
Mortgage Loan are due which is either the first day of the month of such Distribution Date, or if Scheduled Payments on such Mortgage
Loan are due on a day other than the first day of the month, the date in the calendar month immediately preceding the Distribution
Date on which such Scheduled Payments are due, exclusive of any days of grace.
Economic Residual Floater Certificates: As defined in the Series Supplement.
Eligible Account: Either (i) an account or accounts maintained with a federal or state chartered depository
institution or trust company acceptable to the Rating Agencies or (ii) an account or accounts the deposits in which are insured by
the FDIC to the limits established by such corporation, provided that any such deposits not so insured shall be maintained in an
account at a depository institution or trust company whose commercial paper or other short term debt obligations (or, in the case of
a depository institution or trust company which is the principal subsidiary of a holding company, the commercial paper or other short
term debt obligations of such holding company) have been rated by each Rating Agency in its highest short term rating category, or
(iii) a segregated trust account or accounts (which shall be a "special deposit account") maintained with the Trustee, the Trust
Administrator or any other federal or state chartered depository institution or trust company, acting in its fiduciary capacity, in a
manner acceptable to the Trustee, the Trust Administrator and the Rating Agencies. Eligible Accounts may bear interest.
Eligible Institution: An institution having the highest short term debt rating, and one of the two highest long
term debt ratings of the Rating Agencies or the approval of the Rating Agencies.
Eligible Investments: Any one or more of the obligations and securities listed below:
1. direct obligations of, and obligations fully guaranteed by, the United States of America, or any agency or
instrumentality of the United States of America the obligations of which are backed by the full faith and credit of the
United States of America; or obligations fully guaranteed by, the United States of America; the FHLMC, FNMA, the Federal
Home Loan Banks or any agency or instrumentality of the United States of America rated AA (or the equivalent) or higher by
the Rating Agencies;
2. federal funds, demand and time deposits in, certificates of deposits of, or bankers' acceptances issued by, any
depository institution or trust company incorporated or organized under the laws of the United States of America or any
state thereof and subject to supervision and examination by federal and/or state banking authorities, so long as at the time
of such investment or contractual commitment providing for such investment the commercial paper or other short term debt
obligations of such depository institution or trust company (or, in the case of a depository institution or trust company
which is the principal subsidiary of a holding company, the commercial paper or other short term debt obligations of such
holding company) are rated in one of two of the highest ratings by each of the Rating Agencies, and the long term debt
obligations of such depository institution or trust company (or, in the case of a depository institution or trust company
which is the principal subsidiary of a holding company, the long term debt obligations of such holding company) are rated in
one of two of the highest ratings, by each of the Rating Agencies;
3. repurchase obligations with a term not to exceed 30 days with respect to any security described in clause
(i) above and entered into with a depository institution or trust company (acting as a principal) in the highest rated
category by the Rating Agencies; provided, however, that collateral transferred pursuant to such repurchase obligation must
be of the type described in clause (i) above and must (A) be valued daily at current market price plus accrued interest,
(B) pursuant to such valuation, be equal, at all times, to 105% of the cash transferred by the Trustee or the Trust
Administrator in exchange for such collateral, and (C) be delivered to the Trustee or the Trust Administrator or, if the
Trustee or the Trust Administrator, as applicable, is supplying the collateral, an agent for the Trustee or the Trust
Administrator, in such a manner as to accomplish perfection of a security interest in the collateral by possession of
certificated securities;
4. securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the
United States of America or any state thereof which has a long term unsecured debt rating in the highest available rating
category of each of the Rating Agencies at the time of such investment;
5. commercial paper having an original maturity of less than 365 days and issued by an institution having a short
term unsecured debt rating in the highest available rating category of each of the Rating Agencies that rates such
securities, at the time of such investment;
6. a guaranteed investment contract approved by each of the Rating Agencies and issued by an insurance company or
other corporation having a long term unsecured debt rating in the highest available rating category of each of the Rating
Agencies at the time of such investment;
7. money market funds (which may be 12b-1 funds as contemplated under the rules promulgated by the Securities and
Exchange Commission under the Investment Company Act of 1940) having ratings in the highest available rating category of
Xxxxx'x and one of the two highest available rating categories of S&P at the time of such investment (any such money market
funds which provide for demand withdrawals being conclusively deemed to satisfy any maturity requirements for Eligible
Investments set forth herein) including money market funds of the Master Servicer, a Servicer, the Trustee or the Trust
Administrator and any such funds that are managed by the Master Servicer, a Servicer, the Trustee or the Trust Administrator
or their respective Affiliates or for the Master Servicer, a Servicer, the Trustee or the Trust Administrator or any
Affiliate of such Person acts as advisor, as long as such money market funds satisfy the criteria of this subparagraph 7; and
8. such other investments the investment in which will not, as evidenced by a letter from each of the Rating
Agencies, result in the downgrading or withdrawal of the Ratings of the Certificates;
provided, however, that no such instrument shall be an Eligible Investment if such instrument evidences either (i) a right
to receive only interest payments with respect to the obligations underlying such instrument, or (ii) both principal and
interest payments derived from obligations underlying such instrument and the principal and interest payments with respect
to such instrument provide a yield to maturity of greater than 120% of the yield to maturity at par of such underlying
obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA-Qualifying Underwriting: A best efforts or firm commitment underwriting or private placement that meets the
requirements (without regard to the ratings requirements) of an Underwriter's Exemption.
ERISA Restricted Certificate: As defined in the Series Supplement.
Escrow Account: The separate account or accounts created and maintained by a Servicer pursuant to Section 3.06.
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents, taxes, mortgage
insurance premiums, fire and hazard insurance premiums, and any other payments required to be escrowed by the Mortgagor with the
mortgagee pursuant to the Mortgage, applicable law or any other related document.
Event of Default: As defined in Section 8.01 hereof.
Excess Loss: The amount of any (i) Fraud Loss on a Mortgage Loan in a Pass-Through Loan Group in excess of the
related Fraud Loss Coverage Amount realized after the related Fraud Loss Coverage Termination Date, (ii) Special Hazard Loss on a
Mortgage Loan in a Pass-Through Loan Group in excess of the related Special Hazard Loss Coverage Amount realized after the related
Special Hazard Coverage Termination Date or (iii) Bankruptcy Loss on a Mortgage Loan in a Pass-Through Loan Group in excess of the
related Bankruptcy Loss Coverage Amount realized after the related Bankruptcy Coverage Termination Date.
Exchangeable Certificates: As defined in the Series Supplement.
Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.
Expense Fee Rate: As to each Mortgage Loan, the sum of the related Servicing Fee Rate, the Trust Administrator Fee
Rate, if applicable, and the rate at which the premium on a Lender Paid Mortgage Guaranty Insurance Policy is calculated, if
applicable.
Expense Fees: As to each Mortgage Loan and Distribution Date, the sum of the related Servicing Fee, the Trust
Administrator Fee, if applicable, and any premium on any Lender Paid Mortgage Guaranty Insurance Policy, if applicable.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
Federal Funds Rate: The interest rate at which depository institutions lend balances at the Federal Reserve to the
depository institutions overnight.
FHLMC: The Federal Home Loan Mortgage Corporation, a corporate instrumentality of the United States created and
existing under Title III of the Emergency Home Finance Act of 1970, as amended, or any successor thereto.
Financing Statement: A financing statement, as applicable, filed pursuant to the Uniform Commercial Code to perfect
a security interest in the Cooperative Shares and Pledge Instruments.
Floater Certificates: As defined in the Series Supplement.
Floater Loan Group: As defined in the Series Supplement.
FNMA: The Federal National Mortgage Association, a federally chartered and privately owned corporation organized
and existing under the Federal National Mortgage Association Charter Act, or any successor thereto.
Form 8-K Disclosure Information: As defined in Section 13.04.
Fraud Loan: A Liquidated Mortgage Loan in a Pass-Through Loan Group as to which a Fraud Loss has occurred.
Fraud Loss Coverage Amount: With respect to any Related Pass-Through Loan Groups and as of any Determination Date,
initially, an amount equal to the Initial Fraud Loss Coverage Amount for such Related Pass-Through Loan Groups, subject to reduction
from time to time by the amount of Fraud Losses allocated to the related Subordinate Certificates. In addition, (a) on each
anniversary prior to the fifth anniversary of the Cut-off Date, the Fraud Loss Coverage Amount for such Related Pass-Through Loan
Groups will be reduced to an amount equal to the lesser of (A) 2.00% of the Aggregate Related Pass-Through Collateral Balance for
such Related Pass-Through Loan Groups as of such date, and (B) the excess of the Fraud Loss Coverage Amount for such Related
Pass-Through Loan Groups as of the preceding anniversary of the Initial Cut-off Date (or with respect to the first anniversary, the
Initial Fraud Loss Coverage Amount) over the cumulative amount of Fraud Losses on the Mortgage Loans in the Related Pass-Through Loan
Groups allocated to the related Subordinate Certificates since such preceding anniversary of the Initial Cut-off Date or the Initial
Cut-off Date, as applicable, and (b) on the fifth anniversary of the Initial Cut-off Date, zero. Any Fraud Loss Coverage Amount may
be reduced below the amount set forth above for any Distribution Date with the consent of the Rating Agencies as evidenced by a
letter of each Rating Agency to the Trust Administrator to the effect that any such reduction will not result in a downgrading of the
current ratings assigned to such Classes of Certificates rated by it.
Fraud Loss Coverage Termination Date: The point in time at which the applicable Fraud Loss Coverage Amount has been
reduced to zero.
Fraud Losses: Realized Losses on the Liquidated Mortgage Loans in the Pass-Through Loan Groups as to which a loss
is sustained by reason of a default arising from fraud, dishonesty or misrepresentation in connection with the related Mortgage Loan,
including a loss by reason of the denial of coverage under any related Mortgage Guaranty Insurance Policy because of such fraud,
dishonesty or misrepresentation.
GreenPoint: GreenPoint Mortgage Funding, Inc., a New York corporation, and its successors and assigns.
GreenPoint Serviced Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule, for which
GreenPoint is the applicable Servicer.
Gross Margin: With respect to any adjustable-rate Mortgage Loan, the fixed percentage amount set forth in the
related Mortgage Note and the Mortgage Loan Schedule that is added to the Index on each Adjustment Date in accordance with the terms
of the related Mortgage Note to determine the new Mortgage Rate for such Mortgage Loan.
Index: With respect to any adjustable-rate Mortgage Loan and each related Adjustment Date, the index as specified
in the related Mortgage Note.
Indirect Participants: Entities, such as banks, brokers, dealers and trust companies, that clear through or
maintain a custodial relationship with a Participant, either directly or indirectly.
Initial Bankruptcy Loss Coverage Amount: As defined in the Series Supplement.
Initial Class Principal Balance: As defined in the Series Supplement.
Initial Cut-off Date: As defined in the Series Supplement.
Initial Fraud Loss Coverage Amount: As defined in the Series Supplement.
Initial Mortgage Loans: The initial Mortgage Loans conveyed by the Depositor to the Trust Fund pursuant to
Section 2.01 hereof on the Closing Date, which are listed on the Mortgage Loan Schedule on such date.
Initial Special Hazard Loss Coverage Amount: As defined in the Series Supplement.
Insurance Policy: With respect to any Mortgage Loan included in the Trust Fund, any Mortgage Guaranty Insurance
Policy, any standard hazard insurance policy, flood insurance policy or title insurance policy, including all riders and endorsements
thereto in effect, including any replacement policy or policies for any Insurance Policies.
Insurance Proceeds: Proceeds of any primary mortgage guaranty insurance policies, including, without limitation,
any other Insurance Policies with respect to the Mortgage Loans, to the extent such proceeds are not applied to the restoration of
the related Mortgaged Property or released to the Mortgagor in accordance with the related Servicer's or Designated Servicer's normal
servicing procedures.
Interest Determination Date: With respect to the LIBOR Certificates and for each Accrual Period, the second LIBOR
Business Day preceding the commencement of such Accrual Period.
Interest Rate Cap Account: As defined in the Series Supplement.
Interest Rate Cap Agreement: As defined in the Series Supplement.
Interest Rate Cap Counterparty: As defined in the Series Supplement.
Investment Account: The commingled account (which shall be commingled only with investment accounts related to
series of pass-through certificates with a class of certificates which has a rating equal to the highest of the Ratings of the
Certificates) maintained by WMMSC in the trust department of the Investment Depository pursuant to Section 3.05. The Investment
Account shall be an Eligible Account.
Investment Depository: U.S. Bank National Association or another bank or trust company designated from time to time
by WMMSC. The Investment Depository shall at all times be an Eligible Institution.
Lender Paid Mortgage Guaranty Insurance Policy: Any lender paid Mortgage Guaranty Insurance Policy.
LIBOR Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in
the State of New York or in the City of London, England are required or authorized by law to be closed.
LIBOR Certificates: As defined in the Series Supplement.
Liquidated Mortgage Loan: With respect to any Distribution Date, a defaulted Mortgage Loan (including any
REO Property) which was liquidated in the calendar month preceding the month of such Distribution Date and as to which a Servicer, has
determined (with respect to the Non-Designated Mortgage Loans, in accordance with this Agreement, or with respect to the Designated
Mortgage Loans, in accordance with the related Designated Servicing Agreement) that it has received all amounts it expects to receive
in connection with the liquidation of such Mortgage Loan, including the final disposition of the related REO Property, whether from
Insurance Proceeds, Liquidation Proceeds or otherwise.
Liquidation Expenses: Customary and reasonable "out of pocket" expenses incurred by a Servicer (or the related
Sub-Servicer) in connection with the liquidation of any defaulted Mortgage Loan and not recovered by the related Servicer (or the
related Sub-Servicer) under a Mortgage Guaranty Insurance Policy for reasons other than such Servicer's failure to comply with
Section 3.09 hereof, such expenses including, without limitation, legal fees and expenses, any unreimbursed amount expended by a
Servicer pursuant to Section 3.11 hereof respecting the related Mortgage and any related and unreimbursed expenditures for real
estate property taxes or for property restoration or preservation to the extent not previously reimbursed under any hazard insurance
policy for reasons other than such Servicer's failure to comply with Section 3.11 hereof.
Liquidation Principal: With respect to any Distribution Date and a Loan Group, the principal portion of Net
Liquidation Proceeds received with respect to each Mortgage Loan in that Loan Group, but not in excess of the principal balance of
such Mortgage Loan, which became a Liquidated Mortgage Loan (but not in excess of the principal balance thereof) during the preceding
calendar month, exclusive of the portion thereof, if any, attributable to Assigned Prepayment Premiums.
Liquidation Proceeds: Amounts, including Insurance Proceeds, received in connection with the partial or complete
liquidation of defaulted Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise or amounts received in
connection with any condemnation or partial release of a Mortgaged Property related to a Mortgage Loan and any other proceeds
received in connection with an REO Property, other than Recoveries.
Loan Group: Any group of Mortgage Loans designated as a separate loan group in the Series Supplement. Each Class
of Certificates relate to one or more Loan Groups as designated in the Series Supplement.
Loan-to-Value Ratio: As of any date and with respect to each Mortgage Loan, the fraction, expressed as a
percentage, the numerator of which is the Stated Principal Balance of such Mortgage Loan at the date of determination and the
denominator of which is the Appraised Value of the related Mortgaged Property.
Lost Mortgage Note: Any Mortgage Note the original of which was permanently lost or destroyed and has not been
replaced.
Majority Servicer: With respect to any Optional Termination, the Servicer servicing the largest percentage of
Mortgage Loans in the Loan Group(s) to be purchased in such Optional Termination (by Stated Principal Balance of outstanding Mortgage
Loans on the Optional Termination Date) which has notified the Trust Administrator of its intention to be the Terminating Entity of
such Loan Group(s) pursuant to Section 11.02(a).
Master Servicer: As defined in the Series Supplement.
Maturity Date: As defined in the Series Supplement.
Maximum Mortgage Rate: With respect to each adjustable-rate Mortgage Loan, the percentage set forth in the related
Mortgage Note as the maximum Mortgage Rate thereunder.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the
State of Delaware, or any successor thereto.
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS® System.
MERS® System: The system of recording transfers of mortgages electronically maintained by MERS.
MIN: The mortgage identification number for any MERS Mortgage Loan.
Minimum Mortgage Rate: With respect to each adjustable-rate Mortgage Loan, the percentage set forth in the related
Mortgage Note as the minimum Mortgage Rate thereunder.
Modification Oversight Agent: As defined in the Series Supplement.
MOM Loan: Any Mortgage Loan as to which MERS is acting as mortgagee, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns.
Monthly Excess Interest: As defined in the Series Supplement.
Moody's: Xxxxx'x Investors Service, Inc. or any successor thereto.
Mortgage: With respect to a Mortgage Loan, the mortgage, deed of trust or other instrument creating a first lien on
a fee simple or leasehold estate securing a Mortgage Note.
Mortgaged Property: The underlying real property securing a Mortgage Loan or, with respect to a Cooperative Loan,
the related Cooperative Shares and Proprietary Lease.
Mortgage File: For each Mortgage Loan, the Trustee Mortgage File and the Servicer Mortgage File.
Mortgage Guaranty Insurance Policy: Each policy of primary mortgage guaranty insurance or any replacement policy
therefor with respect to any Mortgage Loan.
Mortgage Loans: Such of the mortgage loans and cooperative loans (if any) transferred and assigned to the Trustee
pursuant to the provisions hereof as from time to time are held as a part of the Trust Fund (including any REO Property), the
mortgage loans so held being identified in the Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of title of
the related Mortgaged Property. With respect to each Mortgage Loan that is a Cooperative Loan, if any, "Mortgage Loan" shall
include, but not be limited to, the related Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Recognition
Agreement, Cooperative Shares and Proprietary Lease and, with respect to each Mortgage Loan other than a Cooperative Loan, "Mortgage
Loan" shall include, but not be limited to the related Mortgages and the related Mortgage Notes.
Mortgage Loan Purchase Price: The price, calculated as set forth in Section 11.01, to be paid in connection with
the purchase of the Mortgage Loans pursuant to an Optional Termination of the Trust Fund.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time to time amended by the related Seller to reflect
the addition of Qualified Substitute Mortgage Loans and the purchase of Mortgage Loans pursuant to Sections 2.01, 2.02 or 2.03)
transferred to the Trustee as part of the Trust Fund and from time to time subject to this Agreement, attached to the Series
Supplement as Schedule I, setting forth the following information with respect to each Mortgage Loan and applicable Servicer:
1. the Mortgage Loan identifying number;
2. a code indicating the type of Mortgaged Property (detached single family dwelling, PUD, condominium unit,
two- to four-unit residential property or Cooperative Unit) and the occupancy status;
3. the original months to maturity or the remaining months to maturity from the Cut-off Date, in any case based
on the original amortization schedule and, if different, the maturity expressed in the same manner but based on the actual
amortization schedule;
4. the Loan-to-Value Ratio at origination;
5. a code indicating the existence of a subordinate lien for the related Mortgaged Property;
6. the combined Loan-to-Value Ratio at origination;
7. the related borrower's debt-to-income ratio;
8. the related borrower's credit score at origination;
9. the Mortgage Rate as of the Cut-off Date;
10. the stated maturity date;
11. the amount of the Scheduled Payment as of the Cut-off Date;
12. the original principal amount of the Mortgage Loan;
13. the principal balance of the Mortgage Loan as of the close of business on the Cut-off Date, after deduction
of payments of principal due on or before the Cut-off Date whether or not collected;
14. a code indicating the purpose of the Mortgage Loan (i.e., purchase, rate and term refinance, equity take-out
refinance);
15. a code indicating whether an Assigned Prepayment Premium is required to be paid in connection with a
prepayment of the Mortgage Loan and the term of the Assigned Prepayment Premium;
16. the Index that is associated with such Mortgage Loan, if applicable;
17. the Gross Margin, if applicable;
18. the Periodic Rate Cap, if applicable;
19. the Minimum Mortgage Rate, if applicable;
20. the Maximum Mortgage Rate, if applicable;
21. the Expense Fee Rate;
22. the Servicing Fee Rate (which may be disclosed on the Mortgage Loan Schedule in two parts identified as the
servicing fee and the master servicing fee or in two parts identified as the "Lender Fee" and the "Mgmt Fee" or in two parts
identified as "service fee" and "excess fee");
23. the Servicer of the Mortgage Loan;
24. a code indicating whether the Mortgage Loan is covered under a borrower paid or lender paid Mortgage
Guaranty Insurance Policy (and, if so, the name of the insurance carrier) and the rate at which any lender paid Mortgage Guaranty
Insurance Policy premium is calculated, if applicable;
25. a code indicating whether the Mortgage Loan is a MERS Mortgage Loan and, if so, its corresponding MIN; and
26. the Loan Group to which the Mortgage Loan belongs.
With respect to the Mortgage Loans in the aggregate, each Mortgage Loan Schedule shall set forth the following
information, as of the Cut-off Date:
1. the number of Mortgage Loans;
2. the current aggregate principal balance of the Mortgage Loans as of the close of business on the Cut-off
Date, after deduction of payments of principal due on or before the Cut-off Date whether or not collected; and
3. the weighted average Mortgage Rate of the Mortgage Loans.
Mortgage Note: The original executed note or other evidence of the indebtedness of a Mortgagor under a Mortgage
Loan.
Mortgage Rate: The annual rate of interest borne by a Mortgage Note.
Mortgagor: The obligor on a Mortgage Note.
Net Liquidation Proceeds: With respect to any Liquidated Mortgage Loan, the excess of the related Liquidation
Proceeds over the sum of Liquidation Expenses, Expense Fees, unreimbursed Advances and Servicing Advances and related Excess
Proceeds, if any.
Net Mortgage Rate: As to each Mortgage Loan, and at any time, the per annum rate equal to the Mortgage Rate for
such Mortgage Loan less the related Expense Fee Rate.
Net Swap Payments: A net payment (a) by the Supplemental Interest Trust Trustee, on behalf of the Supplemental
Interest Trust, to the Swap Counterparty, to the extent that the Supplement Interest Trust Payment exceeds the Swap Counterparty
Payment for such Swap Payment Date, or (b) by the Swap Counterparty to the Supplemental Interest Trust Trustee, on behalf of the
Supplemental Interest Trust, to the extent that the Swap Counterparty Payment payable to the Supplemental Interest Trust exceeds the
Supplement Interest Trust Payment for such Swap Payment Date.
Non-Designated Mortgage Loans: The Mortgage Loans that are not Designated Mortgage Loans.
Nonrecoverable Advance: Any portion of an Advance or Servicing Advance previously made or proposed to be made by
the Master Servicer or a Servicer that, in the good faith judgment of the Master Servicer or a Servicer (as applicable), will not be
ultimately recoverable by the Master Servicer or a Servicer (as applicable) from the related Mortgagor, related Liquidation Proceeds
or otherwise from proceeds or collections on the related Mortgage Loan.
Notional Amount Certificates: As defined in the Series Supplement.
Offered Certificates: As defined in the Series Supplement.
Officer's Certificate: A certificate signed by the Chairman of the Board, any Vice Chairman of the Board, the
President, an Executive Vice President, Senior Vice President, a Vice President, or other authorized officer, the Treasurer, the
Secretary, or one of the Assistant Treasurers or Assistant Secretaries of the Depositor, a Seller, the Master Servicer, a Servicer,
the Special Servicer, the Modification Oversight Agent, a Sub-Servicer, the Trustee or the Trust Administrator, as the case may be,
and delivered to the Depositor, the Seller(s), the Master Servicer, the Special Servicer, the Modification Oversight Agent, the
Servicers, the Trustee or the Trust Administrator, as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be counsel for the Depositor, the Master Servicer or a
Servicer, including in-house counsel, reasonably acceptable to the Trustee and the Trust Administrator. With respect to the
definition of Eligible Account in this Article I and Sections 2.05 and 7.04 hereof and any opinion dealing with the qualification of
each REMIC created hereunder or compliance with the REMIC Provisions, such counsel must (i) in fact be independent of the Depositor,
the Master Servicer and such Servicer, (ii) not have any direct financial interest in the Depositor, the Master Servicer or such
Servicer or in any affiliate of either of them and (iii) not be connected with the Depositor, the Master Servicer or such Servicer as
an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, that with
respect to Xxxxx Fargo, as Servicer, such counsel may be in-house counsel for Xxxxx Fargo, as Servicer.
Optional Termination: The purchase of the Mortgage Loans pursuant to Section 11.01.
Optional Termination Date: The date fixed by a Terminating Entity for the purchase of the Mortgage Loans pursuant
to Section 11.01.
Optional Termination Notice Period: The period during which notice is to be given to the affected
Certificateholders of an Optional Termination pursuant to Section 11.03(d).
OTS: The Office of Thrift Supervision.
Outsourcer: As defined in Section 3.02.
Overcollateralization Amount: For any Distribution Date and Floater Loan Group, an amount equal to the amount, if
any, by which (x) the Aggregate Loan Group Balance for such Loan Group for such Distribution Date exceeds (y) the aggregate Class
Principal Balance of the Floater Certificates (other than the Economic Residual Floater Certificates) after giving effect to payments
on such Distribution Date.
Overcollateralization Deficiency: For any Distribution Date and Floater Loan Group, the amount, if any, by which
(x) the related Targeted Overcollateralization Amount for such Distribution Date exceeds (y) the related Overcollateralization Amount
for such Distribution Date, calculated for this purpose after giving effect to the reduction on such Distribution Date of the
aggregate Class Principal Balance of the related Floater Certificates (other than the related Economic Residual Floater Certificates)
resulting from the payment of the Principal Payment Amount on such Distribution Date but prior to allocation of any Applied Loss
Amount on the related Floater Certificates on such Distribution Date.
Overcollateralization Release Amount: For any Distribution Date, and Floater Loan Group, an amount equal to the
lesser of (x) the related Principal Remittance Amount for such Distribution Date and (y) the amount, if any, by which (1) the related
Overcollateralization Amount for such date, calculated for this purpose on the basis of the assumption that 100% of the related
Principal Remittance Amount for such date is applied on such date in reduction of the aggregate of the Class Principal Balances of
the related Floater Certificates (other than the Economic Residual Floater Certificates), exceeds (2) the related Targeted
Overcollateralization Amount for such date.
Participant: A broker, dealer, bank, other financial institution or other Person for whom DTC effects book entry
transfers and pledges of securities deposited with DTC.
Par-Value: As defined in Section 11.01.
Pass-Through Certificates: As defined in the Series Supplement.
Pass-Through Loan Group: As defined in the Series Supplement.
Pass-Through Rate: As defined in the Series Supplement.
Payahead: Any Scheduled Payment intended by the related Mortgagor to be applied in a Collection Period subsequent
to the Collection Period in which such payment was received.
Payoff: Any payment of principal on a Mortgage Loan equal to the entire outstanding Stated Principal Balance of
such Mortgage Loan, if received in advance of the last scheduled Due Date for such Mortgage Loan and accompanied by an amount of
interest equal to accrued unpaid interest on the Mortgage Loan to the date of such payment in full.
Payoff Earnings: For any Distribution Date and with respect to all WMMSC Serviced Mortgage Loans on which a Payoff
was received by WMMSC during the related Prepayment Period, the aggregate interest earned by WMMSC from investment of each such
Payoff from the date of receipt of each such Payoff until the Business Day immediately preceding the related Distribution Date (net
of investment losses).
Payoff Interest: For any Distribution Date and with respect to each WMMSC Serviced Mortgage Loan for which a Payoff
was received on or after the first calendar day of the month of such Distribution Date and before the 15th calendar day of such
month, an amount of interest thereon at the applicable Net Mortgage Rate from the first day of such month through the day of receipt
thereof; provided, that to the extent (together with Payoff Earnings and the portion of the aggregate Servicing Fee described in
clause (i)(a) of the definition of Compensating Interest Payment payable to WMMSC) not required to be distributed as a Compensating
Interest Payment on such Distribution Date, Payoff Interest shall be payable to WMMSC as additional servicing compensation.
For any Distribution Date and with respect to each SPS Serviced Mortgage Loan for which a Payoff was received on or
after the first calendar day of the month of such Distribution Date and before the 15th calendar day of such month, an amount of
interest thereon at the applicable Net Mortgage Rate from the first day of such month through the day of receipt thereof.
PCAOB: The Public Company Accounting Oversight Board.
Percentage Interest: With respect to any Certificate, either the percentage set forth on the face thereof or equal
to the percentage obtained by dividing the Denomination of such Certificate by the aggregate of the Denominations of all Certificates
of the same Class.
Person: Any individual, corporation, partnership, joint venture, association, joint stock company, trust,
unincorporated organization or government, or any agency or political subdivision thereof.
Physical Certificates: As defined in the Series Supplement.
Pledge Instruments: With respect to each Cooperative Loan, the Stock Power, the Assignment of Proprietary Lease and
the Security Agreement.
Prefunded Amount: With respect to each Prefunding Account, the amount deposited therein on the Closing Date.
Prefunded Loan Group: As defined in the Series Supplement.
Prefunding Account: Each separate Eligible Account created and maintained by the Trust Administrator pursuant to
Section 3.05(g) in the name of the Trust Administrator for the benefit of the Certificateholders as designated in the Series
Supplement. Funds in a Prefunding Account shall be held in trust for the Certificateholders for the uses and purposes set forth in
this Agreement and shall not be a part of any REMIC created hereunder; provided, however, that any investment income earned from
Permitted Investments made with funds in the Prefunding Account shall be for the account of the Depositor.
Prefunding Period: With respect to each Prefunding Account, the period from the Closing Date until the earliest of
(i) the date on which the aggregate amounts on deposit in such Prefunding Account are reduced to zero, or (ii) an Event of Default
occurs or (iii) the Business Day immediately preceding the last Distribution Date occurring within 90 days following the Closing Date.
Prepayment Interest Shortfall: With respect to any Mortgage Loan, Distribution Date and Principal Prepayment (other
than a Payoff on a Xxxxx Fargo Serviced Mortgage Loan received during the period from and including the first day to and including
the 13th day of the month of such Distribution Date or a Payoff on a Mortgage Loan serviced by any Servicer other than Xxxxx Fargo
received during the period from and including the first day to and including the 14th day of the month of such Distribution Date)
received during the related Prepayment Period, the difference between (i) one full month's interest at the applicable Mortgage Rate
(giving effect to any applicable Relief Act Reduction, Debt Service Reduction and Deficient Valuation), as reduced by the Servicing
Fee Rate, if applicable, on the outstanding principal balance of such Mortgage Loan immediately prior to such prepayment or, if such
Principal Prepayment is a Curtailment, the principal amount of such Curtailment and (ii) the amount of interest actually received
with respect to such Mortgage Loan in connection with such Principal Prepayment, net of the Servicing Fee, if applicable.
Prepayment Period: With respect to each Distribution Date and each Payoff with respect to a Xxxxx Fargo Serviced
Mortgage Loan, the related "Prepayment Period" will commence on the 14th day of the month preceding the month in which the related
Distribution Date occurs (or, in the case of the first Distribution Date, commencing on the Cut-off Date) and will end on the 13th
day of the month in which such Distribution Date occurs. With respect to each Distribution Date and each Payoff with respect to a
SPS Serviced Mortgage Loan or WMMSC Serviced Mortgage Loan, the related "Prepayment Period" will commence on the 15th day of the
month preceding the month in which the related Distribution Date occurs (or, in the case of the first Distribution Date, commencing
on the Cut-off Date) and will end on the 14th day of the month in which such Distribution Date occurs. With respect to each
Distribution Date and each Payoff with respect to any Mortgage Loan serviced by a Designated Servicer, the related "Prepayment
Period" will be the period set forth in the related Designated Servicing Agreement. With respect to each Distribution Date and each
Payoff with respect to a GreenPoint Serviced Mortgage Loan and each Curtailment with respect to any Mortgage Loan, the related
"Prepayment Period" will be the calendar month preceding the month in which such Distribution Date occurs.
Prepayment Premium: With respect to any Mortgage Loan, any fee or premium required to be paid if the Mortgagor
prepays such Mortgage Loan as provided in the related Mortgage Note or Mortgage.
Principal Prepayment: Any payment of principal on a Mortgage Loan which constitutes a Payoff or Curtailment.
Private Certificates: As defined in the Series Supplement.
Proprietary Lease: The lease on a Cooperative Unit evidencing the possessory interest of the owner of the
Cooperative Shares in such Cooperative Unit.
Prospectus Supplement: As defined in the Series Supplement.
PUD: Planned Unit Development.
Purchase Price: With respect to any Mortgage Loan required to be repurchased by the related Seller pursuant to
Section 2.02 or 2.03, or purchased at the option of the Special Servicer pursuant to Section 3.17 (b), the sum of (i) 100% of the
Stated Principal Balance of the Mortgage Loan as of the first day of the month of such purchase, (ii) accrued and unpaid interest on
the Mortgage Loan at the applicable Mortgage Rate (reduced by the related Servicing Fee Rate, if the purchaser is also the Servicer
thereof) from the first day of the month of such purchase to the first day of the month immediately following the month of such
purchase, (iii) in the case of a Mortgage Loan purchased by the related Seller or the Depositor, the amount of any unreimbursed
Advances and Servicing Advances made by a Servicer, if such Servicer is not the related Seller or the Depositor, with respect to such
Mortgage Loan or, in the case of a Mortgage Loan purchased by the Special Servicer, any unreimbursed Advances and Servicing Advances
payable to any Servicer (other than the Servicer or Special Servicer, as the case may be, which is purchasing such Mortgage Loans)
and (iv) with respect to any purchase by the related Seller pursuant to Section 2.03, any costs and damages actually incurred and
paid by or on behalf of the Trust in connection with any breach of the representation and warranty set forth in Schedule III(viii) as
a result of a violation of a predatory or abusive lending law applicable to such Mortgage Loan. With respect to any Mortgage Loan
required or allowed to be purchased, the Special Servicer, the Certificateholder, the related Seller or the Depositor, as applicable,
shall deliver to the Trustee and the Trust Administrator an Officer's Certificate as to the calculation of the Purchase Price.
Qualified Insurer: A mortgage guaranty insurance company duly qualified as such under the laws of the state of its
principal place of business and each state having jurisdiction over such insurer in connection with the insurance policy issued by
such insurer, duly authorized and licensed in such states to transact a mortgage guaranty insurance business in such states and to
write the insurance provided by the insurance policy issued by it, approved as a FNMA or FHLMC approved mortgage insurer or having a
claims paying ability rating of at least "AA" or equivalent rating by a nationally recognized statistical rating organization. Any
replacement insurer with respect to a Mortgage Loan must have at least as high a claims paying ability rating as the insurer it
replaces had on the Closing Date.
Qualified Substitute Mortgage Loan: One or more Mortgage Loans substituted by the related Seller for one or more
Deleted Mortgage Loans which must, on the date of such substitution, as confirmed in a Request for Release, substantially in the form
of Exhibit K, individually or in the aggregate and on a weighted average basis, as applicable (i) have a Stated Principal Balance,
after deduction of the principal portion of the Scheduled Payment due in the month of substitution, not in excess of, and not more
than 10% less than the Stated Principal Balance of the Deleted Mortgage Loan; (ii) be accruing interest at a rate no lower than and
not more than 1% per annum higher than, that of the Deleted Mortgage Loan; (iii) have a Loan to Value Ratio no higher than that of
the Deleted Mortgage Loan; (iv) have a remaining term to maturity not more than one year greater than or less than that of the
Deleted Mortgage Loan; provided that the remaining term to maturity of any such Mortgage Loan shall be no greater than the last
maturing Mortgage Loan immediately prior to any substitution; (v) have a Maximum Mortgage Rate and Minimum Mortgage Rate not less
than the respective such rates for the Deleted Mortgage Loan, have a Gross Margin equal to or greater than the Deleted Mortgage Loan
and have the same Index as the Deleted Mortgage Loan; (vi) not be a Cooperative Loan unless the Deleted Mortgage Loan was a
Cooperative Loan and (vii) comply with each representation and warranty set forth in Section 2.03(b).
Rating Agency: As defined in the Series Supplement.
Ratings: As of any date of determination, the ratings, if any, of the Certificates as assigned by the Rating
Agencies.
Realized Loss: With respect to any Mortgage Loan, (1) with respect to each Liquidated Mortgage Loan, an amount (not
less than zero or more than the Stated Principal Balance of the Mortgage Loan) as of the date of such liquidation, equal to (i) the
Stated Principal Balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus (ii) interest at the applicable Net
Mortgage Rate from the related Due Date as to which interest was last paid or advanced (and not reimbursed) to Certificateholders up
to the related Due Date in the month in which Liquidation Proceeds are required to be distributed on the Stated Principal Balance of
such Liquidated Mortgage Loan from time to time, minus (iii) the Net Liquidation Proceeds, if any, received during the month in which
such liquidation occurred, to the extent applied as recoveries of interest at the Net Mortgage Rate and to principal of the
Liquidated Mortgage Loan; (2) for any Mortgage Loan subject to a Deficient Valuation, the excess of the Stated Principal Balance of
that Mortgage Loan over the principal amount as reduced in connection with the proceedings resulting in the Deficient Valuation; or
(3) for any Debt Service Reduction Mortgage Loan, the present value of all monthly Debt Service Reductions on the Mortgage Loan,
assuming that the Mortgagor pays each Scheduled Payment on the applicable Due Date and that no Principal Prepayments are received on
the Mortgage Loan, discounted at the applicable Mortgage Rate.
Recognition Agreement: An Agreement among a Cooperative Corporation, a lender and a Mortgagor with respect to a
Cooperative Loan whereby such parties (i) acknowledge that such lender may make, or intends to make, such Cooperative Loan, (ii) make
certain agreements with respect to such Cooperative Loan.
Record Date: With respect to any Distribution Date and the Certificates other than the LIBOR Certificates that are
Book-Entry Certificates on such Distribution Date, the close of business on the last Business Day of the month preceding the month in
which the applicable Distribution Date occurs. With respect to any Distribution Date and the LIBOR Certificates that are Book-Entry
Certificates on such Distribution Date, the close of business on the Business Day immediately preceding such Distribution Date.
Recovery: With respect to any Distribution Date and Mortgage Loan that became a Liquidated Mortgage Loan in a month
preceding the month prior to the Distribution Date, an amount received in respect of principal on such Mortgage Loan which has
previously been allocated as a Realized Loss or Applied Loss Amount to a Class or Classes of Certificates, net of reimbursable
expenses and related Excess Proceeds, if any.
Reference Bank Rate: With respect to any Accrual Period relating to the LIBOR Certificates as follows: the
arithmetic mean (rounded upwards, if necessary, to the nearest one sixteenth of a percent) of the offered rates for United States
dollar deposits for one month which are offered by the Reference Banks as of 11:00 a.m. (London time) on the Interest Determination
Date prior to the first day of such Accrual Period to prime banks in the London interbank market for a period of one month in amounts
approximately equal to the aggregate Class Principal Balance of the LIBOR Certificates; provided that at least two such Reference
Banks provide such rate. If fewer than two offered rates appear, the Reference Bank Rate will be the arithmetic mean of the rates
quoted by one or more major banks in New York City, selected by the Trust Administrator after consultation with DLJMC, as of
11:00 a.m. (New York City time) on such date for loans in U.S. Dollars to leading European banks for a period of one month in amounts
approximately equal to the aggregate Class Principal Balance of the LIBOR Certificates. If no such quotations can be obtained, the
Reference Bank Rate shall be the Reference Bank Rate applicable to the preceding Accrual Period.
Reference Banks: Three major banks that are engaged in the London interbank market, selected by the Trust
Administrator after consultation with DLJMC.
Registration Statement: That certain registration statement on Form S-3, as amended (Registration No. 333-130884),
relating to the offering by the Depositor from time to time of its Mortgage-Backed Pass-Through Certificates (Issuable in Series) as
heretofore declared effective by the Securities and Exchange Commission.
Regulation AB: Means Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100 - 229.1123, as
such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission
in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Red. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by
the staff of the Commission, or as may be provided by the Commission or its staff from time to time.
Regulation S: Regulation S under the 1933 Act, as in effect from time to time.
Related Pass-Through Loan Groups: Each collection of Pass-Through Loan Groups which share common subordination or
as otherwise set forth in the Series Supplement.
Relevant Servicing Criteria: The Servicing Criteria applicable to the various parties, as set forth on Exhibit R
attached hereto. For clarification purposes, multiple parties can have responsibility for the same Relevant Servicing Criteria.
With respect to a Servicing Function Participant engaged by the Master Servicer, the Trust Administrator, the Trustee or any
Servicer, the term "Relevant Servicing Criteria" may refer to a portion of the Relevant Servicing Criteria applicable to such parties
Relief Act: The Servicemembers Civil Relief Act, as amended, and any similar state or local law.
Relief Act Reductions: With respect to any Distribution Date and any Mortgage Loan as to which there has been a
reduction in the amount of interest collectible thereon for the most recently ended calendar month as a result of the application of
the Relief Act, the amount, if any, by which (i) interest collectible on such Mortgage Loan for the most recently ended calendar
month is less than (ii) interest accrued thereon for such month pursuant to the Mortgage Note.
REMIC: A "real estate mortgage investment conduit," within the meaning of Section 860D of the Code. Reference
herein to REMIC refers to each REMIC created in the Series Supplement.
REO Disposition: The final sale by Xxxxx Fargo, in its capacity as Servicer, of any REO Property.
REO Disposition Fee: With respect to each REO Disposition, the greater of (i) $1,200 or (ii) one percent (1%) of
the final sales price of such REO Disposition; provided, that the real estate broker commission with respect to the liquidation of
the REO property is equal to or less than 5% except in such cases where the property value is less than $100,000 or the property is
located in a rural area and market conditions require the Servicer to pay a real estate broker commission greater than 5% or prior
written consent has been obtained from CSFB or their authorized representative.
REO Property: A Mortgaged Property acquired by the Trust Fund through foreclosure or deed-in-lieu of foreclosure in
connection with a defaulted Mortgage Loan.
Required Insurance Policy: With respect to any Non-Designated Mortgage Loan, any insurance policy that is required
to be maintained from time to time under this Agreement in respect of such Mortgage Loan or the related Mortgaged Property.
Residual Certificates: The Class AR Certificates and Class AR-L Certificates.
Responsible Officer: When used with respect to the Trust Administrator, shall mean any officer within the corporate
trust department of the Trust Administrator, including any Assistant Vice President, the Secretary, any Vice President, Assistant
Secretary, the Treasurer, any Assistant Treasurer, any Trust Officer or any other officer of the Trust Administrator customarily
performing functions similar to those performed by any of the above designated officers and any officer within the Corporate Trust
Department having direct responsibility for the administration of this Agreement. When used with respect to the Trustee, shall mean
any officer within the Corporate Trust Department having direct responsibility for the administration of this Agreement and also,
with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.
Rolling Three-Month Delinquency Rate: For any Distribution Date will be the fraction, expressed as a percentage,
equal to the average of the Delinquency Rates for each of the three (or one and two, in the case of the first and second Distribution
Dates) immediately preceding months.
Rule 144A: Rule 144A under the 1933 Act, as in effect from time to time.
S&P: Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., or any successor thereto.
Xxxxxxxx-Xxxxx Act: The Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the Commission promulgated
thereunder (including any interpretations thereof by the Commission's staff).
Xxxxxxxx-Xxxxx Certification: As defined in Section 13.09.
Scheduled Payment: The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal
and/or interest on such Mortgage Loan pursuant to the terms of the related Mortgage Note.
Securities Act: means the Securities Act of 1933, as amended, and the rules and regulations thereunder.
Security Agreement: With respect to a Cooperative Loan, the agreement or mortgage creating a security interest in
favor of the originator of the Cooperative Loan in the related Cooperative Shares.
Seller(s): As defined in the Series Supplement.
Series: All of the Certificates issued pursuant to an Agreement and bearing the same series designation.
Series Supplement: The agreement into which this Standard Terms is incorporated and pursuant to which a particular
Series of Certificates is issued.
Servicer Employee: As defined in Section 3.16.
Service(s)(ing): In accordance with Regulation AB, the act of servicing and administering the Mortgage Loans or any
other assets of the Trust by an entity that meets the definition of "servicer' set forth in Item 1101 of Regulation AB and is subject
to the disclosure requirements set forth in 1108 of Regulation AB. For clarification purposes, any uncapitalized occurrence of this
term shall have the meaning commonly understood by participants in the residential mortgage-backed securitization market.
Servicer Mortgage File: All documents pertaining to a Mortgage Loan not required to be included in the Trustee
Mortgage File and held by the Master Servicer or the related Servicer or any Sub-Servicer.
Servicers: As defined in the Series Supplement.
Servicing Advance: With respect to the Non-Designated Mortgage Loans, all customary, reasonable and necessary "out
of pocket" costs and expenses incurred prior to, on or after the Cut-off Date in the performance by a Servicer of its servicing
obligations related to such Mortgage Loans, including, but not limited to, the cost (including reasonable attorneys' fees and
disbursements) of (i) the preservation, restoration and protection of a Mortgaged Property, (ii) compliance with the obligations
under Section 3.11 and any enforcement or judicial proceedings, including foreclosures, (iii) the management and liquidation of any
REO Property (including default management and similar services, appraisal services and real estate broker services), (iv) any
expenses incurred by a Servicer in connection with obtaining an environmental inspection or review pursuant to the second paragraph
of Section 3.11(a), (v) compliance with the obligations under Section 3.09, (vi) locating any documents missing from the Trustee's
Mortgage File and (vii) obtaining broker price opinions. In no event shall any Servicer be required to make any Servicing Advance
which would constitute a Nonrecoverable Advance.
With respect to the Designated Mortgage Loans, Servicing Advance shall have the meaning assigned to such term in the
related Designated Servicing Agreement.
Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of Regulation AB, as such may be amended
from time to time.
Servicing Fee: As to each Mortgage Loan and any Distribution Date, an amount equal to one month's interest at the
Servicing Fee Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month of such Distribution Date
(prior to giving effect to any Scheduled Payments due on such Mortgage Loan on such Due Date), subject to reduction as provided in
Section 3.14.
Servicing Fee Rate: As to each Mortgage Loan, the per annum rate set forth on the Mortgage Loan Schedule.
Servicing Function Participant: Any Servicer, the Master Servicer or the Trust Administrator and any Sub-Servicer,
Subcontractor or any other Person (other than the Trustee) contracted by a Servicer, the Master Servicer or the Trust Administrator
that is performing activities addressed by the Servicing Criteria, unless, with respect to any Sub-Servicer, Subcontractor or other
Person contracted by a Servicer, the Master Servicer or the Trust Administrator, such Person's activities relate only to 5% or less
of the Mortgage Loans (measured by aggregate Stated Principal Balance of the Mortgage Loans, annually at the commencement of the
calendar year prior to the year in which an Assessment of Compliance is required to be delivered, multiplied by a fraction, the
numerator of which is the number of months during which such Servicing Function Participant Services the related Mortgage Loans and
the denominator of which is 12, or, in the case of the year in which the Closing Date occurs, the number of months elapsed from the
Cut-off Date to the end of such calendar year).
Servicing Officer: Any officer of a Servicer involved in, or responsible for, the administration and servicing of
the related Mortgage Loans whose name and specimen signature appear on a list of servicing officers furnished to the Trustee and the
Trust Administrator by a Servicer on the Closing Date pursuant to this Agreement, as such list may from time to time be amended and
delivered to the Trustee and Trust Administrator.
Special Hazard Loss: A Realized Loss (or portion thereof) with respect to a Mortgage Loan arising from any direct
physical loss or damage to a Mortgaged Property (including any Realized Loss due to the presence or suspected presence of hazardous
wastes or substances on mortgaged property) which is not covered by a standard hazard maintenance policy with extended coverage or by
a flood insurance policy, if applicable (or which would not have been covered by such a policy had such a policy been maintained),
which is caused by or results from any cause except: (i) wear and tear, deterioration, rust or corrosion, mold, wet or dry rot,
inherent vice or latent defect, animals, birds, vermin, insects; (ii) settling, subsidence, cracking, shrinkage, bulging or expansion
of pavements, foundations, walls, floors, roofs or ceilings; (iii) errors in design, faulty workmanship or faulty materials, unless
the collapse of the property or part thereof ensues and then only for the ensuing loss; (iv) nuclear or chemical reaction or nuclear
radiation or radioactive or chemical contamination, all whether controlled or uncontrolled, and whether such loss be direct or
indirect, proximate or remote; (v) hostile or warlike action in time of peace or war, including action in hindering, combating or
defending against an actual, impending or expected attack (a) by any government of sovereign power, de jure or de facto, or by any
authority maintaining or using military, naval or air forces, (b) by military, naval or air forces, or (c) by an agent of any such
government, power, authority or forces; (vi) any weapon of war employing atomic fission or radioactive force whether in time of peace
or war; or (vii) insurrection, rebellion, revolution, civil war, usurped power or action taken by governmental authority in
hindering, combating or defending against such occurrence, seizure or destruction under quarantine or customs regulations,
confiscation by order of any government or public authority, or risks of contraband or illegal transportation or trade.
Special Hazard Loss Coverage Amount: With respect to the Class C-B Certificates, as of the Closing Date, the Initial
Special Hazard Loss Coverage Amount and subject to reduction from time to time, to be an amount equal on any Distribution Date to the
lesser of (a) the greatest of (i) 1% of the Aggregate Related Pass-Through Collateral Balance, (ii) twice the principal balance of
the largest Mortgage Loan in the related Pass-Through Loan Groups and (iii) the aggregate Stated Principal Balances of the Mortgage
Loans in the related Pass-Through Loan Groups secured by Mortgaged Properties located in the single California postal zip code area
having the highest aggregate principal balance of any such zip code area and (b) the Initial Special Hazard Loss Coverage Amount less
the amount, if any, of losses attributable to Special Hazard Losses allocated to the Class C-B Certificates since the Closing Date.
All Stated Principal Balances for the purpose of this definition will be calculated as of the first day of the month preceding such
Distribution Date after giving effect to scheduled installments of principal and interest on the Mortgage Loans then due, whether or
not paid. The Special Hazard Loss Coverage Amount may be reduced below the amount set forth above for any Distribution Date with the
consent of the Rating Agencies as evidenced by a letter of each Rating Agency to the Trust Administrator to the effect that any such
reduction will not result in a downgrading of the current ratings assigned to such Classes of Certificates rated by it.
Special Hazard Loss Coverage Termination Date: The date on which the Special Hazard Loss Coverage Amount has been
reduced to zero.
Special Serviced Mortgage Loan: The Mortgage Loans for which the Special Servicer acts as servicer pursuant to
Section 3.17 (a).
Special Servicer: As defined in the Series Supplement.
SPS: Select Portfolio Servicing, Inc., a Utah corporation, and its successors and assigns.
SPS Mortgage Loans: Any SPS Serviced Mortgage Loans for which SPS has not entered into a subservicing arrangement
for such Mortgage Loan pursuant to Section 3.02 hereof.
SPS Serviced Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule for which SPS is
the applicable Servicer or the Special Servicer.
Standard Hazard Policy: Each standard hazard insurance policy or replacement therefor referred to in Section 3.09.
Standard Terms: This Standard Terms of Pooling and Servicing Agreement, dated as of February 1, 2007.
Stated Principal Balance: With respect to any Mortgage Loan and date of determination, the principal balance of
such Mortgage Loan as of the Cut-off Date, after application of the principal portion of all Scheduled Payments due on or before the
Cut-off Date, whether or not received, increased by the portion of any Capitalization Reimbursement Amount allocable to such Mortgage
Loan, minus the sum of (i) all amounts allocable to principal that have been distributed to Certificateholders with respect to such
Mortgage Loan on or before that date of determination and (ii) any Realized Losses on such Mortgage Loan that have been allocated to
one or more Classes of Certificates on or before that date of determination.
Stock Power: With respect to a Cooperative Loan, an assignment of the stock certificate or an assignment of the
Cooperative Shares issued by the Cooperative Corporation.
Streamlined Mortgage Loan: A Mortgage Loan originated in connection with the refinance of a mortgage loan pursuant
to the related Seller's streamlined documentation program then in effect.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the overall servicing of
Mortgage Loans but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans
under the direction or authority of any Servicer (or a Sub-Servicer of any Servicer), the Master Servicer or the Trust Administrator.
Subordinate Certificates: As defined in the Series Supplement.
Subsequent Cut-off Date: With respect to any Subsequent Mortgage Loan, the first day of the month on which such
Mortgage Loan is transferred to the Trust.
Subsequent Mortgage Loan: Any Mortgage Loan other than an Initial Mortgage Loan conveyed to the Trust Fund pursuant
to Section 2.01 hereof and to a Subsequent Transfer Agreement, which Mortgage Loan shall be listed on the revised Mortgage Loan
Schedule delivered pursuant to this Agreement and on Schedule A to such Subsequent Transfer Agreement. When used with respect to a
single Subsequent Transfer Date, Subsequent Mortgage Loan shall mean a Subsequent Mortgage Loan conveyed to the Trust on that
Subsequent Transfer Date.
Subsequent Transfer Agreement: A Subsequent Transfer Agreement substantially in the form of Exhibit X hereto,
executed and delivered by and among the Depositor, DLJMC and the Trustee.
Subsequent Transfer Date: For any Subsequent Transfer Agreement, the date the related Subsequent Mortgage Loans are
transferred to the Trust pursuant to the related Subsequent Transfer Agreement.
Sub-Servicer: Any Person that (i) services Mortgage Loans on behalf of any Servicer, and (ii) is responsible for the
performance (whether directly or through sub-servicers or Subcontractors) of Servicing functions required to be performed under this
Agreement, any related Designated Servicing Agreement or any sub-servicing agreement that are identified in Item 1122(d) of
Regulation AB.
Subservicing Agreement: An agreement between a Servicer and a Sub-Servicer for the servicing of the related
Mortgage Loans.
Substitution Adjustment Amount: As defined in Section 2.03.
Supplemental Interest Account: As defined in the Series Supplement.
Supplemental Interest Trust: The trust created pursuant to Section 4.08 herein and designated as the "Supplemental
Interest Trust," consisting of the Swap Agreement, the Supplemental Interest Account and the right to receive Net Swap Payments from
the Swap Counterparty.
Supplement Interest Trust Payment: As defined in the Series Supplement.
Supplemental Interest Trust Trustee: As defined in the Series Supplement.
Swap Agreement: As defined in the Series Supplement.
Swap Certificates: As defined in the Series Supplement.
Swap Counterparty: As defined in the Series Supplement.
Swap Counterparty Payment: As defined in the Series Supplement.
Swap Payment Date: As defined in the Series Supplement.
Targeted Overcollateralization Amount: As defined in the Series Supplement.
Tax Matters Person: The person designated as "tax matters person" in the manner provided under Treasury regulation
§ 1.860F 4(d) and temporary Treasury regulation § 301.6231(a)(7)1T. Initially, the Tax Matters Person shall be the Trust
Administrator.
Telerate Page 3750: The display designated as page 3750 on Bridge Telerate Service (or such other page as may
replace page 3750 on that service for the purpose of displaying London interbank offered rates of major banks).
Terminating Auction Date: With respect to Loan Group 1, Loan Group 2 and Loan Group 3, as defined in
Section 11.01(d) and with respect to Loan Group 4, as defined in Section 11.01(e).
Terminating Auction Purchaser: With respect to Loan Group 1, Loan Group 2 and Loan Group 3, as defined in
Section 11.01(d) and with respect to Loan Group 4, as defined in Section 11.01(e).
Terminating Auction Sale: With respect to Loan Group 1, Loan Group 2 and Loan Group 3, as defined in
Section 11.01(d) and with respect to Loan Group 4, as defined in Section 11.01(e).
Terminating Entity: The entity determined by the Trust Administrator pursuant to Section 11.02 of this Agreement.
Transferring Servicer: As defined in Section 3.17 (a) hereof.
Transferee Affidavit and Agreement: As defined in Section 6.02(g)(i)(B).
Trigger Event: As defined in the Series Supplement.
Trust Administrator: As defined in the Series Supplement.
Trust Administrator Fee: As set forth in Section 10.05.
Trust Administrator Fee Rate: As defined in the Series Supplement.
Trust Collateral: With respect to the Pass-Through Loan Groups, as defined in Section 11.01(c)(i), and with respect
to any Floater Loan Group, as defined in Section 11.01(c)(ii).
Trustee: As defined in the Series Supplement.
Trustee Mortgage File: The mortgage documents listed in Section 2.01 hereof pertaining to a particular Mortgage
Loan and any additional documents required to be added to the Trustee Mortgage File pursuant to this Agreement.
Trust Fund: The corpus of the Trust created by this Agreement consisting of the collateral transferred to the
Trustee in trust for the benefit of Certificateholders pursuant to Section 2.01(a).
Trust Receipt and Final Certification: As defined in Section 2.02(a).
Trust Receipt and Initial Certification: As defined in Section 2.02(a).
Underwriter's Exemption: Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002), as amended (or any
successor thereto), or any substantially similar administrative exemption granted by the U.S. Department of Labor.
U.S. Person: A citizen or resident of the United States, a corporation, partnership or other entity treated as a
corporation or partnership for federal income tax purposes created or organized in, or under the laws of, the United States, any
State thereof or the District of Columbia, an estate or trust whose income from sources without the United States is includable in
gross income for United States federal income tax purposes regardless of its connection with the conduct of a trade or business
within the United States, or any trust treated as a United States Person under Code Section 7701(a)(30).
Voting Rights: As defined in the Series Supplement.
Xxxxx Fargo: Xxxxx Fargo Bank, N.A., and its successors and assigns.
Xxxxx Fargo Serviced Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule, for which
Xxxxx Fargo is the applicable Servicer.
WMMSC: Washington Mutual Mortgage Securities Corp., a Delaware corporation, and its successors and assigns.
WMMSC Serviced Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule, for which WMMSC
is the applicable Servicer.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
SECTION 2.01. Conveyance of Trust Fund.
(a) As set forth in the Series Supplement.
(b) In connection with the transfer and assignment set forth in clause (a) above, the Depositor has delivered
or caused to be delivered to a Custodian for the benefit of the Certificateholders, the documents and instruments with respect to
each Initial Mortgage Loan as assigned:
(i) (A) the original Mortgage Note bearing all intervening endorsements and including any riders to the
Mortgage Note, endorsed "Pay to the order of ________________, without recourse" and signed in the name of the last named endorsee by
an authorized officer or (B) with respect to any Lost Mortgage Note, a lost note affidavit and indemnity from the related Seller
stating that the original Mortgage Note was lost or destroyed, (together with a copy of such Mortgage Note, if available) and
indemnifying the Trust Fund against any loss, cost or liability resulting from the failure to deliver the original Mortgage Note;
(ii) the original of any guarantee executed in connection with the Mortgage Note (if any);
(iii) for each Mortgage Loan that is not a MERS Mortgage Loan, the original Mortgage, with evidence of recording
thereon, or copies certified by the related recording office or if the original Mortgage has not yet been returned from the recording
office, a copy certified by or on behalf of the related Seller indicating that such Mortgage has been delivered for recording (the
return directions for the original Mortgage should indicate, when recorded, mail to the related Seller) and in the case of each MERS
Mortgage Loan, the original Mortgage, noting the presence of the MIN of the related Mortgage Loan and either language indicating that
the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination, the
original Mortgage and the assignment thereof to MERS, with evidence of recording indicated thereon or a copy of the Mortgage
certified by the public recording office in which such Mortgage has been recorded;
(iv) the originals of all assumption, modification, consolidation or extension agreements, (or, if an original
of any of these documents has not been returned from the recording office, a copy thereof certified by or on behalf of the related
Seller, the original to be delivered to the related Seller forthwith after return from such recording office) with evidence of
recording thereon, if any;
(v) for each Mortgage Loan that is not a MERS Mortgage Loan, the original Assignment of Mortgage as
appropriate, in recordable form, for each Mortgage Loan from the last assignee assigned in blank;
(vi) for each Mortgage Loan that was not a MERS Mortgage Loan at its origination, the originals of any
intervening recorded Assignments of Mortgage, showing a complete chain of assignment from origination to the last assignee, including
warehousing assignments, with evidence of recording thereon (or, if an original intervening Assignment of Mortgage has not been
returned from the recording office, a copy thereof certified by or on behalf of the related Seller, the original to be delivered to
the Custodian forthwith after return from such recording office);
(vii) the original mortgage title insurance policy, or copy of title commitment (or in appropriate jurisdictions,
attorney's opinion of title and abstract of title); and
(viii) with respect to a Cooperative Loan, if any, the originals of the following documents or instruments:
(A) the Cooperative Shares, together with the Stock Power in blank;
(B) the executed Security Agreement;
(C) the executed Proprietary Lease and the Assignment of Proprietary Lease to the originator of the
Cooperative Loan;
(D) the executed Recognition Agreement;
(E) Copies of the original UCC financing statement, and any continuation statements, filed by the
originator of such Cooperative Loan as secured party, each with evidence of recording thereof, evidencing the interest of the
originator under the Security Agreement and the Assignment of Proprietary Lease;
(F) Copies of the filed UCC assignments or amendments of the security interest referenced in clause (E)
above showing an unbroken chain of title from the originator to the Trust, each with evidence of recording thereof, evidencing the
interest of the assignee under the Security Agreement and the Assignment of Proprietary Lease;
(G) An executed assignment of the interest of the originator in the Security Agreement, the Assignment of
Proprietary Lease and the Recognition Agreement, showing an unbroken chain of title from the originator to the Trust; and
(H) For any Cooperative Loan that has been modified or amended, the original instrument or instruments
effecting such modification or amendment.
In addition, in connection with the assignment of any MERS Mortgage Loan, the related Seller agrees that it shall
cause, at the related Seller's expense, the MERS® System to indicate that such Mortgage Loans have been assigned by the related
Seller to the Trustee in accordance with this Agreement (and any Subsequent Transfer Agreement, if applicable) for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased or substituted in accordance with
this Agreement) the information required by the MERS® System to (a) identify the Trustee and (b) identify the series of the
Certificates issued in connection with such Mortgage Loans. The Trustee shall confirm, or cause the related Custodian to confirm, on
the Final Certification of the related Custodian whether or not such assignment has occurred. The related Seller further agrees that
it shall not, and shall not permit a Servicer to, and each related Servicer agrees that it shall not, alter the information
referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan
is repurchased or substituted in accordance with the terms of this Agreement.
Further, each Servicer is authorized and empowered by the Trustee, on behalf of the Certificateholders and the
Trustee, in its own name or in the name of any Sub-Servicer, when a Servicer or any Sub-Servicer, as the case may be, believes it
appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any
Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any
and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in
the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any costs incurred by a Servicer pursuant to
this paragraph shall be considered a Servicing Advance and shall be reimburseable to such Servicer.
In the event the Depositor delivers to a Custodian certified copies of any document or instrument set forth in
2.01(b) because of a delay caused by the public recording office in returning any recorded document, the Depositor shall deliver or
cause to be delivered to such Custodian, within 60 days of the Closing Date or the related Subsequent Transfer Date, as applicable,
an Officer's Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered
to such Custodian due solely to a delay caused by the public recording office, and (iii) state the amount of time generally required
by the applicable recording office to record and return a document submitted for recordation.
In the event that in connection with any Mortgage Loan the Depositor cannot deliver (a) for a Mortgage Loan that is
not a MERS Mortgage Loan, the original recorded Mortgage, (b) all interim recorded assignments or (c) the lender's title policy
(together with all riders thereto) satisfying the requirements set forth above, concurrently with the execution and delivery hereof
because such document or documents have not been returned from the applicable public recording office in the case of clause (a) or
(b) above, or because the title policy has not been delivered to the related Seller or the Depositor by the applicable title insurer
in the case of clause (c) above, the Depositor shall promptly deliver to the related Custodian, in the case of clause (a) or
(b) above, such original Mortgage or such interim assignment, as the case may be, with evidence of recording indicated thereon upon
receipt thereof from the public recording office, or a copy thereof, certified, if appropriate, by the relevant recording office and,
in the case of clause (c) above, any title policy upon receipt from the applicable title insurer.
As promptly as practicable subsequent to such transfer and assignment, and in any event, within thirty (30) days
thereafter, DLJMC shall, at its expense, (i) affix or cause to be affixed the Trustee's name to each Assignment of Mortgage, as the
assignee thereof, (ii) cause such assignment to be in proper form for recording in the appropriate public office for real property
records within thirty (30) days after receipt thereof and (iii) cause to be delivered for recording in the appropriate public office
for real property records the assignments of the Mortgages to the Trustee, except that, with respect to any assignment of a Mortgage
as to which DLJMC has not received the information required to prepare such assignment in recordable form, DLJMC's obligation to do
so and to deliver the same for such recording shall be as soon as practicable after receipt of such information and in any event
within thirty (30) days after the receipt thereof, and DLJMC need not cause to be recorded any assignment which relates to a Mortgage
Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Depositor (at the
Depositor's expense) to the Trustee, the Trust Administrator and DLJMC, acceptable to the Rating Agencies, the recordation of such
assignment is not necessary to protect the Trustee's and the Certificateholders' interest in the related Mortgage Loan.
If any original Mortgage Note referred to in Section 2.01(b)(i) above cannot be located, the obligations of the
Depositor to deliver such documents shall be deemed to be satisfied upon delivery to the related Custodian of a photocopy of such
Mortgage Note, if available, with a lost note affidavit and indemnity. If any of the original Mortgage Notes for which a lost note
affidavit and indemnity was delivered to the Custodian is subsequently located, such original Mortgage Note shall be delivered to
such Custodian within three (3) Business Days.
(c) The Trustee and the Trust Administrator are authorized to enter into one or more Custodial Agreements, at
the direction of the Depositor, for the purpose of having a Custodian maintain custody of the documents and instruments referred to
in this Section 2.01, and any documents delivered thereunder shall be delivered to such Custodian and any Officer's Certificates
delivered with respect thereto shall be delivered to the Trustee, the Trust Administrator and such Custodian.
(d) It is the express intent of the parties to this Agreement that the conveyance of the Mortgage Loans by the
Depositor to the Trustee as provided in this Section 2.01 be, and be construed as, a sale of the Mortgage Loans by the Depositor to
the Trustee. It is, further, not the intention of the parties to this Agreement that such conveyance be deemed a pledge of the
Mortgage Loans by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. However, in the event that,
notwithstanding the intent of the parties to this Agreement, the Mortgage Loans are held to be the property of the Depositor, or if
any for any other reason this Agreement is held or deemed to create a security interest in the Mortgage Loans then (a) this Agreement
shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code;
(b) the conveyance provided for in this Section 2.01 shall be deemed to be a grant by the Depositor to the Trustee for the benefit of
the Certificateholders of a security interest in all of the Depositor's right, title and interest in and to the Trust Fund and all
proceeds of the conversion, voluntary or involuntary, of any portion of the Trust Fund into cash or other liquid property; (c) the
possession by the Trustee or any Custodian of such items of property and such other items of property as constitute instruments,
money, negotiable documents or chattel paper shall be deemed to be "in possession by the secured party" for purposes of perfecting
the security interest pursuant to Section 9-313 of the New York Uniform Commercial Code; and (d) notifications to persons holding
such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to,
or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Trustee for
the benefit of the Certificateholders for the purpose of perfecting such security interest under applicable law (except that nothing
in this clause (d) shall cause any person to be deemed to be an agent of the Trustee for any purpose other than for perfection of
such security interests unless, and then only to the extent, expressly appointed and authorized by the Trustee in writing). The
Depositor and the Trustee, upon directions from the Depositor, shall, to the extent consistent with this Agreement, take such actions
as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security
interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such
throughout the term of this Agreement.
(e) The Depositor hereby authorizes and directs the Trust Administrator to (i) execute the Interest Rate Cap
Agreements and Swap Agreements, and (ii) to ratify, on behalf of the Trust, the terms agreed to by the Depositor with respect to the
Interest Rate Cap Agreements and Swap Agreements. The Depositor shall pay or cause to be paid on behalf of the Trust the payments
owed to the Counterparties as of the Closing Date pursuant to the terms of the Interest Rate Cap Agreements and Swap Agreements.
(f) Upon one Business Day's prior written notice to the Trustee, the Trust Administrator and the Rating
Agencies, on any Business Day designated by the Depositor during a Prefunding Period, the Depositor, the Seller and the Trustee shall
complete, execute and deliver a Subsequent Transfer Agreement so long as each Rating Agency has provided notice that the execution
and delivery of such Subsequent Transfer Agreement will not result in a reduction or withdrawal of the ratings assigned to the
Certificates on the Closing Date.
The transfer of Subsequent Mortgage Loans and the other property and rights relating to them on a Subsequent
Transfer Date is subject to the satisfaction of each of the following conditions:
(i) each Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date satisfies the representations
and warranties applicable to it under this Agreement as of the applicable Subsequent Transfer Date; provided, however, that
with respect to a breach of a representation and warranty with respect to a Subsequent Mortgage Loan, the obligation under
Section 2.03 of this Agreement of the Seller to cure, repurchase or replace such Subsequent Mortgage Loan shall constitute
the sole remedy against the Seller respecting such breach available to Certificateholders, the Depositor or the Trustee;
(ii) the Rating Agencies shall have been provided with an Opinion of Counsel or Opinions of Counsel
(dated as of the Closing Date), at the expense of the Depositor, with respect to the characterization of the transfer of the
Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date as a sale;
(iii) the execution and delivery of such Subsequent Transfer Agreement or conveyance of the related
Subsequent Mortgage Loans does not result in a reduction or withdrawal of any ratings assigned to the Certificates on the
Closing Date by the Rating Agencies;
(iv) no Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date was 30 or more days
contractually delinquent as of its subsequent Cut-off Date;
(v) the remaining term to stated maturity of such Subsequent Mortgage Loan will not exceed 30 years;
(vi) the Depositor shall have deposited in the Collection Account all principal and interest collected
with respect to the related Subsequent Mortgage Loans on or after the related Subsequent Cut-off Date;
(xii) such Subsequent Mortgage Loan will be otherwise acceptable to the Rating Agencies;
(xiii) no Subsequent Mortgage Loan will be subject to the Homeownership and Equity Protection Act of 1994
or any comparable state or local law;
(xiv) no such Subsequent Mortgage Loan will be a balloon loan;
(xv) such Subsequent Mortgage Loan will satisfy the criteria set forth in Section 2.01(f)(xv) of the
Series Supplement; and
(xvi) following the conveyance of the Subsequent Mortgage Loans on such Subsequent Transfer Date, the
characteristics of the Mortgage Loans in the Prefunded Group will have the characteristics set forth in Section 2.01(f)(xvi)
of the Series Supplement.
(g) Upon (1) delivery to the Trustee and the Trust Administrator by the Depositor of a revised Mortgage Loan
Schedule reflecting the Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date and (2) delivery to the Trustee and the
Trust Administrator by the Depositor of an Officer's Certificate confirming the satisfaction of each of the conditions precedent set
forth in Section 2.01(f), the Trust Administrator shall remit to the Depositor the Aggregate Subsequent Transfer Amount related to
the Subsequent Mortgage Loans transferred by the Depositor on such Subsequent Transfer Date from funds in the related Prefunding
Account.
The Trustee and the Trust Administrator shall not be required to investigate or otherwise verify compliance with the
conditions set forth in the preceding paragraph, except for its own receipt of documents specified above, and shall be entitled to
rely on the required Officer's Certificate.
(h) Except as specifically set forth in this Agreement or by separate written agreement among the related
parties hereto, the Depositor, the Seller(s), each Servicer and the Master Servicer agree that the provisions of this Agreement shall
supersede any provisions in any existing mortgage loan purchase agreement or servicing agreement with respect to the Mortgage Loans
for which the Depositor, the Seller(s), a Servicer or the Master Servicer may be a party.
(i) The Trustee and the Trust Administrator are each hereby directed, on or prior to the Closing Date, not in
their individual capacities but solely on behalf of the Trust, to execute and deliver each of the Designated Servicing Agreements in
the forms presented to them by the Depositor, for the benefit of the Holders of the Certificates. Neither the Trust Administrator
nor the Trustee shall be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach
or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust Administrator or Trustee, as
applicable, on behalf of the Trust under the Designated Servicing Agreements or any other related documents, as to all of which
recourse shall be had solely to the assets of the Trust in accordance with the terms of this Agreement. Every provision of this
Agreement relating to the conduct or affecting the liability of or affording protection to the Trust Administrator or the Trustee, as
applicable, shall apply to the Trust Administrator's and the Trustee's execution of each Designated Servicing Agreement and the
performance of any obligations thereunder.
SECTION 2.02. Acceptance by the Trustee.
(a) Pursuant to the related Custodial Agreement, each Custodian agrees to execute and deliver on the Closing
Date to the Depositor, the Trustee and the Trust Administrator a Trust Receipt and Initial Certification in the form annexed hereto
as Exhibit I. Based on its review and examination, and only as to the documents identified in such Trust Receipt and Initial
Certification, each Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. The
Custodians shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other
papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been
recorded in the real estate records or that they are other than what they purport to be on their face.
Pursuant to the related Custodial Agreement, not later than 90 days after the Closing Date, each Custodian shall
deliver to the Depositor, the Trustee and the Trust Administrator a Trust Receipt and Final Certification in the form annexed hereto
as Exhibit J, with any applicable exceptions noted thereon.
Based solely upon the Trust Receipt and Initial Certification received from the Custodians, and subject to the
provisions of Section 2.01 and any exceptions noted on an exception report described in the next paragraph below, the Trustee
acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and shall hold such documents and
the other documents delivered to it constituting the Mortgage File, and that it holds or shall hold all such assets and such other
assets included in the definition of the Trust Fund in trust for the exclusive use and benefit of all present and future
Certificateholders.
If, in the course of such review, a Custodian finds any document constituting a part of a Mortgage File which does
not meet the requirements of Section 2.01, such Custodian shall list such as an exception in the Trust Receipt and Final
Certification pursuant to the related Custodial Agreement; provided, however, that a Custodian shall not make any determination as to
whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or
assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment
of and transfer to the assignee thereof under the mortgage to which the assignment relates.
The related Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of
such defect and, if the related Seller does not correct or cure such defect within such period and such defect materially and
adversely affects the interests of Certificateholders in the related Mortgage Loan, the related Seller shall either (a) substitute
for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and
subject to the conditions set forth in Section 2.03, or (b) repurchase such Mortgage Loan within 90 days from the date that the
related Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to
exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by
reason of a delay in delivery of any documents by the appropriate recording office or title insurer, as applicable; provided,
however, that the related Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the
Custodian's failure to record such Assignment of Mortgage, and provided, further, that no related Seller shall be obligated to
repurchase or cure any Mortgage Loan solely as a result of a Custodian's failure to record such Assignment of Mortgage. The Trust
Administrator shall deliver or direct the related Custodian to deliver to each Rating Agency written notice within 270 days from the
Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be recorded hereunder has
not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage
Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the related Custodian.
Any such substitution pursuant to clause (a) of the preceding sentence shall not be effected prior to the delivery to the Trustee and
the Trust Administrator of (1) the Opinion of Counsel required by Section 2.05 hereof, and (2) a Request for Release substantially in
the form of Exhibit K. No substitution is permitted to be made in any calendar month after the Determination Date for such month.
The Purchase Price for any such Mortgage Loan shall be remitted by the related Seller to the related Servicer for deposit in the
related Collection Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the
month during which the related Seller became obligated hereunder to repurchase or replace such Mortgage Loan. Upon receipt of such
remittance, the related Servicer shall deliver a Request for Release with respect thereto substantially in the form of Exhibit K to
the related Custodian, with copies to the Trustee and the Trust Administrator, and upon receipt of such Request for Release, the
related Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to the related Seller, and
the Trustee shall execute and deliver at the related Seller's direction such instruments of transfer or assignment prepared by the
related Seller, in each case without recourse, as shall be necessary to transfer title from the Trustee to the related Seller.
If pursuant to the preceding paragraph the related Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan,
the related Servicer shall, at the related Seller's expense, either (i) cause MERS to execute and deliver an Assignment of Mortgage
in recordable form to transfer the Mortgage from MERS to the related Seller and shall cause such Mortgage to be removed from
registration on the MERS® System in accordance with MERS' rules and regulations or (ii) cause MERS to designate on the MERS® System
the related Seller as the beneficial holder of such Mortgage Loan.
(b) The related Custodian shall execute and deliver prior to 10:00 a.m. (New York City time) on each Subsequent
Transfer Date to the Depositor, the Trust Administrator and each Servicer, a Subsequent Certification in the form annexed hereto as
Exhibit I. Based on its review and examination, and only as to the documents identified in such Subsequent Certification, the
Custodian shall acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan. None of
the Trustee, the Trust Administrator or the related Custodian shall be under any duty or obligation to inspect, review or examine
said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the
represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport
to be on their face.
Not later than 90 days after the end of each Prefunding Period, the related Custodian shall deliver to the
Depositor, the Trust Administrator, the Seller and each Servicer a Final Certification with respect to the related Subsequent
Mortgage Loans in the form annexed hereto as Exhibit J with any applicable exceptions noted thereon.
If, in the course of such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the related
Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, such
Custodian shall list such as an exception in the Final Certification; provided, however, that such Custodian shall not make any
determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as
noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect
the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The related Seller shall
cure any such defect or repurchase or substitute for any such Mortgage Loan in accordance with Section 2.02(a).
(c) It is understood and agreed that the obligation of the related Seller to cure, substitute for or to
repurchase any Mortgage Loan which does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting such
defect available to the Trustee, the Trust Administrator, the Depositor and any Certificateholder against the related Seller.
(d) With respect to any Mortgage Loan that is delinquent or in default and for which the related Seller
reasonably believes breaches a representation, warranty or covenant under the mortgage loan purchase agreement pursuant to which the
related Seller purchased from the originator or prior holder of such Mortgage Loan, the related Seller shall have the right to (i)
repurchase such Mortgage Loan from the Trust at any time in order to facilitate its rights against such originator or prior holder of
such Mortgage Loan at a price equal to the Purchase Price or (ii) substitute in its place a Qualified Substitute Mortgage Loan in the
manner and subject to the conditions relating to substitutions set forth in Section 2.03; provided, however, that any such
substitution pursuant to clause (ii) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of
the Opinion of Counsel required by Section 2.05 hereof, if any, and any such substitution pursuant to clause (ii) above shall not be
effected prior to the additional delivery from the related Servicer to the Trustee, the Trust Administrator and the related Custodian
of a Request for Release substantially in the form of Exhibit K relating to the Deleted Mortgage Loan and the Mortgage File for any
such Qualified Substitute Mortgage Loan; provided, further, that in no event shall such repurchases or substitutions take place with
respect to Mortgage Loans constituting more than 5% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans plus
amounts on deposit in the Prefunding Accounts, if any, as of the Closing Date.
In the event that the related Seller exercises its option to repurchase a Mortgage pursuant to the preceding
paragraph, the Purchase Price for any such Mortgage Loan shall be remitted by the related Seller to the related Servicer for deposit
in the related Collection Account. Upon receipt of such remittance, the related Servicer shall deliver a Request for Release with
respect thereto substantially in the form of Exhibit K to the related Custodian, with copies to the Trustee and the Trust
Administrator, and upon receipt of such Request for Release, the related Custodian shall release the related Mortgage File held for
the benefit of the Certificateholders to the related Seller, and the Trustee shall execute and deliver at the related Seller's
direction such instruments of transfer or assignment prepared by the related Seller, in each case without recourse, as shall be
necessary to transfer title from the Trustee to the related Seller. If pursuant to the preceding paragraph the related Seller
repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall, at the related Seller's expense, either
(i) cause MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the related
Seller and shall cause such Mortgage to be removed from registration on the MERS® System in accordance with MERS' rules and
regulations or (ii) cause MERS to designate on the MERS® System the related Seller as the beneficial holder of such Mortgage Loan.
SECTION 2.03. Representations and Warranties of the Seller(s), Master Servicer and Servicers.
(a) Each of DLJMC, in its capacity as a Seller, Xxxxx Fargo, in its capacity as Master Servicer, SPS, in its
capacity as Servicer, Special Servicer and Modification Oversight Agent, Xxxxx Fargo, in its capacity as Servicer, GreenPoint, in its
capacity as Servicer, and WMMSC, in its capacity as Servicer, in each case hereby makes the representations and warranties set forth
in Schedules IIA, IIB, IIC, IID, IIE and IIF hereto, respectively, and by this reference incorporated herein, to the Depositor, the
Trustee and the Trust Administrator, as of the Closing Date, or if so specified therein, as of the Cut-off Date or such other date as
may be specified. In addition, SPS, in its capacity as Servicer, Special Servicer and Modification Oversight Agent, GreenPoint, in
its capacity as Servicer, and Xxxxx Fargo, in its capacity as Servicer, makes the representations and warranties set forth in
Schedules IIC, IID and IIE hereto, respectively, and by this reference incorporated herein, to the Master Servicer as of the Closing
Date, or if so specified therein, as of the Cut-off Date or such other date as may be specified.
(b) DLJMC, in its capacity as Seller, hereby makes the representations and warranties set forth in Schedule III
as to the Mortgage Loans and by this reference incorporated herein, to the Depositor, the Trustee and the Trust Administrator, as of
the Closing Date, or if so specified therein, as of the Cut-off Date or such other date as may be specified.
(c) Upon discovery by any of the parties hereto of a breach of a representation or warranty made pursuant to
Section 2.03(b) that materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party
discovering such breach shall give prompt notice thereof to the other parties. The Seller hereby covenants that within 90 days of
the earlier of its discovery or its receipt of written notice from any party of a breach of any representation or warranty made by it
pursuant to Section 2.03(b) which materially and adversely affects the interests of the Certificateholders in any Mortgage Loan sold
by the Seller to the Trust, it shall cure such breach in all material respects, and if such breach is not so cured, shall, (i) if
such 90 day period expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan")
from the Trust Fund and substitute in its place a Qualified Substitute Mortgage Loan, in the manner and subject to the conditions set
forth in this Section 2.03; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans at the Purchase Price in the manner set
forth below; provided, however, that any such substitution pursuant to (i) above shall not be effected prior to the delivery to the
Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any such substitution
pursuant to (i) above shall not be effected prior to the additional delivery from the related Servicer to the Trustee, the Trust
Administrator and the related Custodian of a Request for Release substantially in the form of Exhibit K relating to the Deleted
Mortgage Loan and the Mortgage File for any such Qualified Substitute Mortgage Loan. The Seller shall promptly reimburse the Trustee,
the Trust Administrator, the Special Servicer and the related Servicer (if such Servicer is not the Seller of such Mortgage Loan) for
any actual out of pocket expenses reasonably incurred by the Trustee, the Trust Administrator, the Special Servicer and the related
Servicer (if such Servicer is not the Seller of such Mortgage Loan) in respect of enforcing the remedies for such breach. With
respect to any representation and warranties described in this Section 2.03 which are made to the best of the Seller's knowledge if
it is discovered by any of the Depositor, the Master Servicer, the Seller, any Servicer, the Special Servicer, the Modification
Oversight Agent, the Trustee or the Trust Administrator that the substance of such representation and warranty is inaccurate and such
inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interests of the Certificateholders
therein, notwithstanding the Seller's lack of knowledge with respect to the substance of such representation or warranty, such
inaccuracy shall be deemed a breach of the applicable representation or warranty.
With respect to any Qualified Substitute Mortgage Loan or Loans, the Seller shall deliver to the related Custodian
for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related assignment of the Mortgage, and such other
documents and agreements as are required by Section 2.01(b), with the Mortgage Note endorsed and the Mortgage assigned as required by
Section 2.01. No substitution is permitted to be made in any calendar month after the Determination Date for such month. Scheduled
Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall not be part of the Trust Fund and
shall be retained by the Seller on the next succeeding Distribution Date. For the month of substitution, distributions to
Certificateholders will include the monthly payment due on any Deleted Mortgage Loan for such month and thereafter the Seller shall
be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Seller shall amend the Mortgage Loan
Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the
Qualified Substitute Mortgage Loan or Loans and the Seller shall deliver the amended Mortgage Loan Schedule to the Trustee, the
Servicers and the Trust Administrator. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to
the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute
Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with
respect to such Mortgage Loan. Upon any such substitution and the deposit to the Collection Account of the amount required to be
deposited therein in connection with such substitution as described in the following paragraph, the Trustee shall instruct the
related Custodian to release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan
to the Seller and the Trustee shall execute and deliver at the Seller's direction such instruments of transfer or assignment prepared
by the Seller, in each case without recourse, as shall be necessary to vest title in the Seller, or its designee, the Trustee's
interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03.
For any month in which the Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more
Deleted Mortgage Loans, the Master Servicer shall determine the amount (if any) by which the aggregate principal balance of all such
Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such
Deleted Mortgage Loans (after application of the scheduled principal portion of the monthly payments due in the month of
substitution). The amount of such shortage (the "Substitution Adjustment Amount") plus an amount equal to the aggregate of any
unreimbursed Advances, Servicing Advances and unpaid Servicing Fees with respect to such Deleted Mortgage Loans shall be remitted to
the related Servicer for deposit in the related Collection Account by the Seller on or before the Business Day immediately preceding
the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be
repurchased or replaced hereunder. Upon receipt of such remittance, the related Servicer shall deliver a Request for Release with
respect thereto substantially in the form of Exhibit K to the related Custodian, with copies to the Trustee and the Trust
Administrator.
One or more mortgage loans may be substituted for one or more Deleted Mortgage Loans. The determination of whether
a mortgage loan is a Qualified Substitute Mortgage Loan may be satisfied on an individual basis. Alternatively, if more than one
mortgage loan is to be substituted for one or more Deleted Mortgage Loans, the characteristics of such mortgage loans and Deleted
Mortgage Loans shall be aggregated or calculated on a weighted average basis, as applicable, in determining whether such mortgage
loans are Qualified Substitute Mortgage Loans.
In the event that the Seller shall be required to repurchase a Mortgage Loan pursuant to this Agreement, the
Purchase Price therefor shall be remitted to the related Servicer for deposit in the related Collection Account on or before the
Business Day immediately preceding the Distribution Date in the month following the month during which the Seller became obligated
hereunder to repurchase or replace such Mortgage Loan. Upon receipt of such remittance of the Purchase Price, the related Servicer
shall deliver a Request for Release with respect thereto substantially in the form of Exhibit K to the related Custodian, with copies
to the Trustee and the Trust Administrator, and upon receipt of such Request for Release, the related Custodian shall release the
related Mortgage File held for the benefit of the Certificateholders to such Person, and the Trustee shall execute and deliver at
such Person's direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, as shall
be necessary to transfer title from the Trustee. It is understood and agreed that the obligation under this Agreement of any Person
to cure, repurchase or substitute any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole
remedy against such Persons respecting such breach available to Certificateholders, the Depositor, the Trustee or the Trust
Administrator on their behalf.
The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective
Mortgage Files to the Trustee, the Trust Administrator or the Custodians for the benefit of the Certificateholders.
Notwithstanding the foregoing, the substitution of a Deleted Mortgage Loan or the repurchase of a Mortgage Loan by
the Seller shall be subject to, and shall in no way adversely affect, the rights of the owner of the servicing rights related to such
Deleted Mortgage Loan or Mortgage Loan, as applicable.
SECTION 2.04. Representations and Warranties of the Depositor as to the Mortgage Loans.
The Depositor hereby represents and warrants to the Trustee with respect to the Mortgage Loans that, as of the
Closing Date, assuming good title has been conveyed to the Depositor, the Depositor had good title to the Mortgage Loans and Mortgage
Notes, and did not encumber the Mortgage Loans during its period of ownership thereof, other than as contemplated by the Agreement.
It is understood and agreed that the representations and warranties set forth in this Section 2.04 shall survive
delivery of the Mortgage Files to the related Custodian.
SECTION 2.05. Delivery of Opinion of Counsel in Connection with Substitutions.
Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 shall be made
more than ninety (90) days after the Closing Date unless the Seller delivers to the Trustee and the Trust Administrator an Opinion of
Counsel, which Opinion of Counsel shall not be at the expense of any of the Trustee, the Trust Administrator or the Trust Fund,
addressed to the Trustee and the Trust Administrator, to the effect that such substitution will not (i) result in the imposition of
the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in Sections 860F(a)(2) and
860G(d) of the Code, respectively, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any
Certificates are outstanding; provided, however, that no Opinion of Counsel shall be required if (A) the substitution occurs within
two years of the Closing Date and (B) the substitution occurs with respect to Mortgage Loans that are "defective" under the Code and
the Seller delivers to the Trustee and the Trust Administrator an Officer's Certificate substantially in the form of Exhibit Z.
SECTION 2.06. Issuance of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans together with the assignment to it of all other
assets included in the Trust Fund, receipt of which, subject to the provisions of Section 2.02, is hereby acknowledged. Concurrently
with such assignment and delivery and in exchange therefor, the Trust Administrator, pursuant to the written request of the Depositor
executed by an officer of the Depositor, has executed the Certificates and caused them to be authenticated and delivered to or upon
the order of the Depositor in authorized denominations which evidence ownership of the Trust Fund. The rights of the Holders of such
Certificates to receive distributions from the Trust Fund and all ownership interests of the Holders of the Certificates in such
distributions shall be as set forth in this Agreement.
SECTION 2.07. REMIC Provisions.
As set forth in Section 2.07 of the Series Supplement.
SECTION 2.08. Covenants of the Master Servicer and each Servicer.
(a) The Master Servicer and each Servicer, severally and not jointly, hereby covenants to the Depositor, the
Trustee and the Trust Administrator as follows:
(i) Such Servicer or the Master Servicer (to the extent it is a successor servicer) shall comply in
the performance of its obligations under this Agreement in all material respects with all reasonable rules and requirements
of the insurer under each Mortgage Guaranty Insurance Policy; and
(ii) No written information, certificate of an officer, statement furnished in writing or written
report delivered to the Depositor, any affiliate of the Depositor, the Trustee or the Trust Administrator and prepared by
the Master Servicer or such Servicer pursuant to this Agreement shall contain any untrue statement of a material fact.
(b) The Master Servicer and each Servicer agrees to indemnify the Trust Fund, the Depositor, the Master
Servicer, the Trust Administrator and the Trustee for losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and other costs and expenses imposed on or incurred by the Trust Fund, the Depositor, the Master
Servicer, the Trust Administrator or the Trustee, as a result of a breach of the Master Servicer's or such Servicer's, as applicable,
covenants set forth above in Section 2.08(a); provided, that the Master Servicer shall not provide indemnification for any damages
caused by information provided to the Master Servicer by any other party to this Agreement, any Designated Servicer, the Interest
Rate Cap Counterparty, the Swap Counterparty, any Custodian, any Subcontractor or any Sub-Servicer.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
SECTION 3.01. Servicers to Service Mortgage Loans.
For and on behalf of the Certificateholders, as independent contractors of the Trust, (i) each Servicer, severally
and not jointly, shall service and administer the related Non-Designated Mortgage Loans in accordance with the terms of this
Agreement and with Accepted Servicing Practices and with all applicable requirements of the Servicing Criteria, (ii) the Master
Servicer shall, in accordance with Section 3.03 of this Agreement, master service and administer the Non-Designated Mortgage Loans
(other than the WMMSC Serviced Mortgage Loans) by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans (other
than the WMMSC Serviced Mortgage Loans) by the related Servicer (other than WMMSC) according to the terms of this Agreement and
(iii) the Master Servicer shall, in accordance with the Section 3.20 of this Agreement, master service and administer the Designated
Mortgage Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by the related Designated Servicer
according to the terms of the related Designated Servicing Agreement. The obligations of each of GreenPoint, SPS, Xxxxx Fargo and
WMMSC hereunder to service and administer the Mortgage Loans shall be limited to the GreenPoint Serviced Mortgage Loans, the SPS
Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, and the WMMSC Serviced Mortgage Loans, respectively; and with
respect to the duties and obligations of each Servicer, references herein to related "Mortgage Loans" shall be limited to the
GreenPoint Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of GreenPoint, the SPS
Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of SPS, the Xxxxx Fargo Serviced
Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx Fargo and the WMMSC Serviced
Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of WMMSC; and in no event shall any Servicer
have any responsibility or liability with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to
master service and administer the Mortgage Loans shall be limited to the GreenPoint Serviced Mortgage Loans, the SPS Serviced
Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, the Special Serviced Mortgage Loans and the Designated Mortgage Loans.
Notwithstanding anything to the contrary contained in this Agreement, the Master Servicer shall have no obligations to master service
or administer the WMMSC Serviced Mortgage Loans. In connection with such servicing and administration of the Non-Designated Mortgage
Loans, the Master Servicer and each Servicer shall have full power and authority, acting alone and/or through Sub-Servicers as
provided in Section 3.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection
with such servicing and administration, including but not limited to, the power and authority, subject to the terms hereof (i) to
execute and deliver, on behalf of the Certificateholders and the Trust, customary consents or waivers and other instruments and
documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but
only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv) to
effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided, that
neither the Master Servicer nor a Servicer shall take any action that is inconsistent with or prejudices the interests of the Trust
Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the Trustee, the Trust
Administrator or the Certificateholders under this Agreement. The Master Servicer and each Servicer shall represent and protect the
interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim,
proceeding or litigation regarding a Mortgage Loan, and shall not make or permit any modification, waiver or amendment of any
Mortgage Loan that would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax under
Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the Master Servicer and each
Servicer, in its own name or in the name of the Depositor and the Trust, is hereby authorized and empowered by the Depositor, the
Trust and the Trust Administrator, when the Master Servicer or such Servicer believes it appropriate in its reasonable judgment, to
execute and deliver, on behalf of the Trust, the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of
them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable
instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the
Certificateholders. The Master Servicer and each Servicer shall prepare and deliver to the Depositor and/or the Trustee and/or the
Trust Administrator such documents requiring execution and delivery by either or both of them as are necessary or appropriate to
enable the Master Servicer or such Servicer to master service and administer or service and administer the Mortgage Loans, as
applicable, to the extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents pursuant
to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the Trust Administrator shall execute
such documents and deliver them to the Master Servicer or such Servicer.
In accordance with the standards of the first paragraph of this Section 3.01 and unless determined in good faith to
be a Nonrecoverable Advance, each Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the
payment of taxes and assessments on the Mortgaged Properties related to the Non-Designated Mortgage Loans, which advances constitute
Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to
Section 3.06, and further as provided in Section 3.08. In no event shall any Servicer be required to make any Servicing Advance which
would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and
assessments on the Mortgaged Properties related to the Non-Designated Mortgage Loans and related insurance premiums shall not, for
the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related
Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit; provided, however,
that the limitations contained in this sentence shall not apply to modifications made pursuant to Section 3.05(a). The parties to
this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to the terms of this Agreement and agree that no
Servicing Advance shall be rejected or disallowed by any party unless it has been shown that such Servicing Advance was not made in
accordance with this Agreement.
Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of the
Non-Designated Mortgage Loans pursuant to another servicing agreement, the servicing provisions contained in this Agreement shall
supersede the servicing provisions contained in such other servicing agreement from and after the Closing Date, except that such
other servicing agreement shall survive and govern with respect to excess servicing fees and termination without cause. In addition,
the Master Servicer hereby acknowledges that, to the extent the Master Servicer or any Designated Servicer has previously serviced
some or all of the Designated Mortgage Loans pursuant to another servicing agreement, the provisions contained in the related
Designated Servicing Agreement shall supersede the provisions contained in such other servicing agreement from and after the Closing
Date.
Notwithstanding anything in this Agreement to the contrary, the purchase of any Mortgage Loan by any Person shall be
subject to, and shall in no way adversely affect, the rights of the owner of the servicing rights related to such Mortgage Loan.
With respect to each Mortgage Loan, the related Servicer (other than WMMSC) shall fully furnish, in accordance with
the Fair Credit Reporting Act and its implementing regulations and any other applicable laws, accurate and complete information
(e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a
monthly basis, to the extent that such Mortgage Loan has been serviced by such Servicer for a period of at least sixty (60) days.
With respect to each WMMSC Serviced Mortgage Loan, WMMSC will furnish information regarding its borrower credit
files to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and its implementing
regulations applicable to WMMSC.
Each Servicer is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in
its own name or in the name of any Sub-Servicer, when a Servicer or any Sub-Servicer, as the case may be, believes it appropriate in
its best judgment to register any related Mortgage Loan on the MERS® System, or cause the removal from the registration of such
Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any
and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in
the name of MERS, solely as nominee for the Trustee and its successors and assigns.
SECTION 3.02. Subservicing; Enforcement of the Obligations of Sub-Servicers.
(a) The Non-Designated Mortgage Loans may be subserviced by a Sub-Servicer on behalf of the related Servicer in
accordance with the servicing provisions of this Agreement; provided, that the Sub-Servicer must be a FNMA-approved lender or a FHLMC
seller/servicer in good standing. With respect to the Non-Designated Mortgage Loans, each Servicer may perform any of its servicing
responsibilities hereunder or may cause the Sub-Servicer to perform any such servicing responsibilities on its behalf, but the use by
such Servicer of the Sub-Servicer shall not release such Servicer from any of its obligations hereunder and such Servicer shall
remain responsible hereunder for all acts and omissions of the Sub-Servicer as fully as if such acts and omissions were those of such
Servicer. With respect to the Non-Designated Mortgage Loans, each Servicer shall pay all fees and expenses of any Sub-Servicer
engaged by such Servicer from its own funds.
A Servicer shall not permit a Sub-Servicer to perform any servicing responsibilities hereunder with respect to the
Non-Designated Mortgage Loans unless that Sub-Servicer first agrees in writing with such Servicer to deliver an 1123 Certificate, an
Assessment of Compliance and an Accountant's Attestation in such manner and at such times that permits that Servicer to comply with
Sections 13.06, 13.07 and 13.08 of this Agreement.
Notwithstanding the foregoing, with respect to the Non-Designated Mortgage Loans, each Servicer shall be entitled to
outsource one or more separate servicing functions to a Person (each, an "Outsourcer") that does not meet the eligibility
requirements for a Sub-Servicer, so long as such outsourcing does not constitute the delegation of such Servicer's obligation to
perform all or substantially all of the servicing of the related Non-Designated Mortgage Loans to such Outsourcer. In such event,
the use by a Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such
Servicer shall remain responsible hereunder for all acts and omissions of such Outsourcer as fully as if such acts and omissions were
those of such Servicer, and such Servicer shall pay all fees and expenses of the Outsourcer from such Servicer's own funds.
A Servicer shall not outsource one or more separate servicing functions hereunder with respect to the Non-Designated
Mortgage Loans to any Subcontractor unless that Subcontractor first agrees in writing with such Servicer to deliver an Assessment of
Compliance and an Accountant's Attestation in such manner and at such times that permits that Servicer to comply with Sections 13.06,
13.07 and 13.08 of this Agreement.
Each Servicer may in connection with its duties as Servicer hereunder enter into transactions with any of its
Affiliates relating to the Non-Designated Mortgage Loans; provided that (a) such Servicer acts (i) in accordance with Accepted
Servicing Practices and the terms of this Agreement, and (ii) in the ordinary course of business of such Servicer; and (b) the terms
of such transaction are no less favorable to such Servicer than it would obtain in a comparable arm's-length transaction with a
Person that is not an Affiliate of such Servicer. Notwithstanding the preceding sentence, any such transaction between a Servicer and
any of its Affiliates shall not release such Servicer from any of its obligations hereunder and such Servicer shall remain
responsible hereunder for all acts and omissions of such Affiliate with respect to such Mortgage Loans serviced by it as fully as if
such acts and omissions were those of such Servicer. Any fees and expenses relating to such transaction between such Servicer and
its Affiliate that are not otherwise reimbursable to such Servicer pursuant to this Agreement shall be borne by the parties thereto
and shall not be an expense or fee of the Trust, the Depositor, the Trustee, the Trust Administrator, the Seller or the Master
Servicer.
(b) With respect to any Non-Designated Mortgage Loans, at the cost and expense of a Servicer, without any right
of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection Account, such Servicer shall
be entitled to terminate the rights and responsibilities of its Sub-Servicer and arrange for any servicing responsibilities to be
performed by a successor Sub-Servicer meeting the requirements set forth in Section 3.02(a), provided, however, that nothing
contained herein shall be deemed to prevent or prohibit such Servicer, at such Servicer's option, from electing to service the
related Non-Designated Mortgage Loans itself. In the event that a Servicer's responsibilities and duties under this Agreement are
terminated pursuant to Section 8.01, and if requested to do so by the Trustee or Trust Administrator or such Servicer shall, at its
own cost and expense terminate the rights and responsibilities of its Sub-Servicer as soon as is reasonably possible. Each Servicer
shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of its Sub-Servicer from
such Servicer's own funds without any right of reimbursement from the Depositor, Trustee, Trust Administrator, or the applicable
Collection Account.
(c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between a
Servicer and its Sub-Servicer or a Servicer and its Outsourcer, or any reference herein to actions taken through the Sub-Servicer,
the Outsourcer, or otherwise, the related Servicer shall not be relieved of its obligations to the Depositor, the Trust, Trustee, the
Trust Administrator or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it
alone were servicing and administering the related Non-Designated Mortgage Loans. Each Servicer shall be entitled to enter into an
agreement with its Sub-Servicer and Outsourcer for indemnification of such Servicer by such Sub-Servicer or Outsourcer, as
applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.
For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments
with respect to the related Non-Designated Mortgage Loans that are received by a related Sub-Servicer regardless of whether such
payments are remitted by the Sub-Servicer to such Servicer.
Any Subservicing Agreement and any other transactions or services relating to the Non-Designated Mortgage Loans
involving a Sub-Servicer shall be deemed to be between the Sub-Servicer, and the related Servicer alone, and the Depositor, the
Trustee, the Trust Administrator, the Master Servicer, the other Servicers and the Special Servicer shall have no obligations, duties
or liabilities with respect to a Sub-Servicer including no obligation, duty or liability of the Depositor, Trustee, the Trust
Administrator, the Master Servicer, the Special Servicer or other Servicers to pay a Sub-Servicer's fees and expenses.
(d) Each Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, a
"Facility") under which (i) such Servicer assigns or pledges to another person (a "Lender") (A) such Servicer's rights under this
Agreement to be reimbursed for any Advances or Servicing Advances, and (B) any and all rights of such Servicer under this Agreement
resulting from such Servicer's performance of its obligations under this Agreement, including, without limitation, any Servicing
Fees, interest income, Ancillary Income, and other payments received by such Servicer for servicing the Mortgage Loans related
thereto and (ii) the Lender agrees to fund some or all Advances and/or Servicing Advances required to be made by such Servicer
pursuant to this Agreement. No consent of the Trustee, Trust Administrator, Master Servicer, Certificateholders, Rating Agency or
any other party is required before such Servicer may enter into a Facility; provided, however, that the consent of the Trust
Administrator shall be required before such Servicer may cause to be outstanding at one time more than one Facility. Notwithstanding
the existence of any Facility, such Servicer shall remain obligated pursuant to this Agreement to make Advances and Servicing
Advances pursuant to and as required by this Agreement, and to perform all duties and obligations of such Servicer under this
Agreement and shall not be relieved of such obligations by virtue of such Facility.
SECTION 3.03. Master Servicing by Master Servicer.
For and on behalf of the Certificateholders, the Master Servicer shall oversee and enforce the obligation of Xxxxx
Fargo, GreenPoint and SPS to service and administer the Xxxxx Fargo Serviced Mortgage Loans, GreenPoint Serviced Mortgage Loans and
SPS Serviced Mortgage Loans, respectively, in accordance with the terms of this Agreement and shall have full power and authority to
do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In
performing its obligations hereunder, the Master Servicer shall act in a manner consistent with this Agreement and with customary and
usual standards of practice of prudent mortgage loan master servicers. Furthermore, the Master Servicer shall oversee and consult
with the Servicers (other than WMMSC) as necessary from time-to-time to carry out the Master Servicer's obligations hereunder, shall
receive, review and evaluate all reports, information and other data provided to the Master Servicer by the Servicers (other than
WMMSC) and shall cause each Servicer (other than WMMSC) to perform and observe the covenants, obligations and conditions to be
performed or observed by such Servicer under this Agreement.
With respect to any Distribution Date, no later than the related Cash Remittance Date, the Master Servicer shall
remit to the Trust Administrator for deposit in the Certificate Account the amount of the Compensating Interest Payment for the
Master Servicer, with respect to each Mortgage Loan, for the related Prepayment Period, to the extent any of Xxxxx Fargo, GreenPoint,
SPS or the related Designated Servicer, as applicable, defaults in its obligation to make such Compensating Interest Payment pursuant
to Section 3.05. The aggregate of such deposits shall be made from the Master Servicer's own funds, without reimbursement therefor.
SECTION 3.04. Trustee to Act as Master Servicer or Servicer.
In the event that (A) the Master Servicer shall for any reason no longer be Master Servicer hereunder, or (B) any
Servicer (other than WMMSC) shall for any reason no longer be a Servicer hereunder and the Master Servicer shall for any reason no
longer be Master Servicer hereunder (including, in each case, by reason of an Event of Default), then in each case, the Trustee or
its successor shall thereupon assume all of the rights and obligations of the Master Servicer or such Servicer hereunder arising
thereafter (except that the Trustee shall not be (i) liable for losses of the Master Servicer or such Servicer pursuant to
Section 3.09 hereof or any acts or omissions of the related predecessor of the Master Servicer or such Servicer hereunder,
(ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or
substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to
Section 2.02 or 2.03 hereof or (iv) deemed to have made any representations and warranties of the Master Servicer or such Servicer
hereunder); (v) be obligated to perform any obligation of the Master Servicer or such Servicer under Section 13.06 or Section 13.08
with respect to any period of time during which the Trustee was not acting as the Master Servicer or Servicer). Any such assumption
shall be subject to Section 8.02 hereof. Notwithstanding the foregoing, if the Trustee has become the successor to the Master
Servicer or a Servicer hereunder, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act, appoint,
or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution, the appointment of
which does not adversely affect the then-current rating of the Certificates, as the successor to the Master Servicer or a Servicer
hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer or such
Servicer, as applicable, provided that such successor to the Master Servicer or such Servicer, as applicable, shall not be deemed to
have made any representation or warranty as to any Mortgage Loan made by the Master Servicer or such Servicer, as applicable.
Each Servicer shall, upon request of the Trust Administrator, but at the expense of such Servicer, deliver to the
assuming party all documents and records relating to each Subservicing Agreement or substitute Subservicing Agreement and the
Mortgage Loans then being serviced thereunder and hereunder by such Servicer and an accounting of amounts collected or held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreement or substitute Subservicing
Agreement to the assuming party.
SECTION 3.05. Collection of Mortgage Loans; Collection Accounts; Certificate Account.
(a) Continuously from the date hereof until the principal and interest on all Non-Designated Mortgage Loans
have been paid in full or such Non-Designated Mortgage Loans have become Liquidated Mortgage Loans, each Servicer shall proceed in
accordance with Accepted Servicing Practices to collect all payments due under each of the related Non-Designated Mortgage Loans when
the same shall become due and payable to the extent consistent with this Agreement and the terms and provisions of any related
Mortgage Guaranty Insurance Policy and shall take special care with respect to the Non-Designated Mortgage Loans for which a Servicer
collects escrow payments in ascertaining and estimating Escrow Payments and all other charges that will become due and payable with
respect to the Non-Designated Mortgage Loans and the related Mortgaged Properties, to the end that the installments payable by the
related Mortgagors will be sufficient to pay such charges as and when they become due and payable. Consistent with the foregoing, in
connection with Non-Designated Mortgage Loans which it is directly servicing, each Servicer may in its discretion extend the Due
Dates for payments due on a Mortgage Note for a period not greater than 180 days; provided, however, that no such Servicer can extend
the maturity of any such Non-Designated Mortgage Loan past the date on which the final payment is due on the latest maturing Mortgage
Loan as of the Cut-off Date. In the event of any such arrangement, the related Servicer shall make Advances on the related
Non-Designated Mortgage Loans in accordance with the provisions of Section 5.01 during the scheduled period in accordance with the
amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements. No Servicer shall be
required to institute or join in litigation with respect to collection of any payment (whether under a Mortgage, Mortgage Note or
otherwise or against any public or governmental authority with respect to a taking or condemnation) if it reasonably believes that
enforcing the provision of the Mortgage or other instrument pursuant to which such payment is required is prohibited by applicable
law.
Consistent with the foregoing, in instances when a Non-Designated Mortgage Loan is in default or default is
reasonably foreseeable (within the meaning of the REMIC Provisions), and if in the related Servicer's determination, in accordance
with Accepted Servicing Practices, such modification is not materially adverse to the interests of the Certificateholders (taking
into account any estimated Realized Loss that might result absent such action), the related Servicer may modify the terms of such
Non-Designated Mortgage Loan to (1) capitalize to the principal balance of such Non-Designated Mortgage Loan unreimbursed Monthly
Advances, unreimbursed Servicing Advances, unpaid Servicing Fees, and related amounts due to the related Servicer; (2) defer such
amounts to a balloon payment due on the final payment date of such Non-Designated Mortgage Loan; (3) extend the maturity of any such
Non-Designated Mortgage Loan, but in no instance past the date on which the final payment is due on the latest maturing Mortgage Loan
in the related Loan Group as of the Initial Cut-off Date; (4) reduce the related Mortgage Rate (provided that the Mortgage Rate of
any fixed-rate Mortgage Loan may not be reduced, and the Mortgage Rate of any adjustable rate Mortgage Loan may not be reduced below
the Mortgage Rate of such Mortgage Loan immediately prior to the related first adjustment date); and/or (5) accept less than the
outstanding principal balance as satisfaction of such Mortgage Loan; provided, however, that the related Servicer shall be obligated,
if so directed by the Modification Oversight Agent (who shall notify the Master Servicer when it directs a Servicer), to obtain the
consent of the Modification Oversight Agent prior to taking such action, unless such action is required by applicable law.
To the extent a Servicer is required to obtain the consent of the Modification Oversight Agent prior to any
modification, it shall submit to the Modification Oversight Agent any information the Modification Oversight Agent requires, in such
form as the Modification Oversight Agent shall reasonably request, or in such form as may be mutually agreed upon between such
Servicer and the Modification Oversight Agent, with respect to each Mortgage Loan subject to a proposed modification.
The Modification Oversight Agent acknowledges that it may, in the course of performing its responsibilities under
this Agreement, be exposed to or acquire information concerning the Mortgage Loans and the related Mortgagors that may be furnished
orally, electronically or in writing by the related Servicer, for the purpose of reviewing the modification of a Mortgage Loan, which
information constitutes "nonpublic personal information" within the meaning of the Xxxxx-Xxxxx-Xxxxx Act of 1999; nonpublic
financial, business, scientific, and technical information of such Servicer (including but not limited to patterns, plans,
compilations, program devices, formulas, designs, methods, techniques, processes, procedures, programs), which information is
proprietary or confidential to the Servicer (collectively, "Confidential Information"). The Modification Oversight Agent agrees to
hold the Confidential Information in strict confidence and not use any Confidential Information of any Servicer (i) other than in
connection with its obligations under this Agreement; (ii) for its own benefit; (iii) for the benefit of any third party; or (iv) to
such Servicer's detriment. The Modification Oversight Agent may disclose Confidential Information to its employees or agents
(collectively, "Representatives") who have a need to know such information in connection with the performance of the Modification
Oversight Agent's obligations under this Agreement, provided that the Modification Oversight Agent advises its Representatives
exposed to such Confidential Information of their obligation to keep such information confidential.
(b) Each Servicer shall segregate and hold all funds collected and received pursuant to a Non-Designated
Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Collection
Accounts, in the form of time deposit or demand accounts, titled "[Servicer's name], in trust for the Holders of [Name of Series
Trust]" or, if established and maintained by a Sub-Servicer on behalf of a Servicer, "[Sub-Servicer's name], in trust for [Servicer's
name]" or "[Sub-Servicer's name], as agent, trustee and/or bailee of principal and interest custodial account for [Servicer's name],
its successors and assigns, for various owners of interest in [Servicer's name] mortgage-backed pools. In the event that a
Sub-Servicer employs a Sub-Servicer, the Collection Account shall be titled "[name of Sub-Servicer's sub-servicer], in trust for
[Sub-Servicer's name]." Each Collection Account maintained by each Servicer (other than Xxxxx Fargo), shall be an Eligible Account
acceptable to the Depositor and the Trust Administrator. Each Collection Account maintained by Xxxxx Fargo shall be an Eligible
Account. Funds deposited in a Collection Account may be drawn on by the related Servicer in accordance with Section 3.08. Any funds
deposited in a Collection Account (other than an account established by WMMSC) shall either be invested in Eligible Investments or at
all times be fully insured to the full extent permitted under applicable law. Notwithstanding the foregoing, one of the Collection
Accounts established by WMMSC shall be an Investment Account.
(c) Each Servicer shall deposit in the applicable Collection Account on a daily basis, within two Business Days
of receipt, unless otherwise indicated, and retain therein, the following collections remitted by Sub-Servicers or payments received
by such Servicer and payments made by such Servicer subsequent to the Cut-off Date, other than payments of principal and interest due
on or before the Cut-off Date:
(i) all payments on account of principal on the related Non-Designated Mortgage Loans, including all
Principal Prepayments;
(ii) all payments on account of interest on the related Non-Designated Mortgage Loans adjusted to the
per annum rate equal to the Mortgage Rate reduced by the sum of the related Expense Fee Rate, as applicable;
(iii) all Liquidation Proceeds on the related Non-Designated Mortgage Loans;
(iv) all Insurance Proceeds on the related Non-Designated Mortgage Loans including amounts required to
be deposited pursuant to Section 3.09 (other than proceeds to be held in the Escrow Account and applied to the restoration
or repair of the Mortgaged Property or released to the Mortgagor in accordance with Section 3.09);
(v) all Advances made by such Servicer pursuant to Section 5.01;
(vi) no later than the withdrawal from the Collection Account pursuant to Section 3.08(a)(ix) each
month, the applicable amount of the Compensating Interest Payment for such Servicer for the related Prepayment Period. The
aggregate of such deposits shall be made from such Servicer's own funds, without reimbursement therefor;
(vii) any amounts required to be deposited by such Servicer in respect of net monthly income from
REO Property related to any Non-Designated Mortgage Loan pursuant to Section 3.11;
(viii) all Assigned Prepayment Premiums, if applicable; and
(ix) any other amounts required to be deposited hereunder.
The foregoing requirements for deposit into each Collection Account shall be exclusive, it being understood and
agreed that, without limiting the generality of the foregoing, with respect to the Non-Designated Mortgage Loans, Ancillary Income
need not be deposited by such Servicer into such Collection Account. In addition, notwithstanding the provisions of this
Section 3.05, each Servicer may deduct from amounts received by it, prior to deposit into the applicable Collection Account, any
portion of any Scheduled Payment representing (i) the applicable Servicing Fee and any other amounts owed to such Servicer pursuant
to Section 3.14 and (ii) with respect to each Non-Designated Mortgage Loan covered by a Lender Paid Mortgage Guaranty Insurance
Policy, any amounts required to effect timely payment of the premiums on such Mortgage Guaranty Insurance Policy pursuant to
Section 3.09(c). In the event that a Servicer shall remit any amount not required to be remitted, it may at any time withdraw or
direct the institution maintaining the related Collection Account to withdraw such amount from such Collection Account, any provision
herein to the contrary notwithstanding. Such withdrawal or direction may be accomplished by delivering written notice thereof to the
Trustee or such other institution maintaining such Collection Account which describes the amounts deposited in error in such
Collection Account. Each Servicer shall maintain adequate records with respect to all withdrawals made by it pursuant to this
Section 3.05. All funds deposited in a Collection Account shall be held in trust for the Certificateholders until withdrawn in
accordance with Section 3.08(a).
(d) On or prior to the Closing Date, the Trust Administrator shall establish and maintain, on behalf of the
Certificateholders, the Certificate Account. The Trust Administrator shall, promptly upon receipt, deposit in the Certificate
Account and retain therein the following:
(i) pursuant to Section 3.08(a)(ix), the aggregate amount remitted by each Servicer of Non-Designated
Mortgage Loans to the Trust Administrator and (x) and the aggregate amount remitted by each Designated Servicer to the
Master Servicer or Trust Administrator pursuant to their respective Designated Servicing Agreements, in each case including
any Assigned Prepayment Premiums;
(ii) any amount deposited by the Trust Administrator pursuant to Section 3.05(e) in connection with any
losses on Eligible Investments;
(iii) all Compensating Interest Payments remitted by the Master Servicer to the Trust Administrator
pursuant to Section 3.03 and Section 3.20(c);
(iv) all Advances remitted by the Master Servicer to the Trust Administrator pursuant to Section 5.01
and Section 3.20(b); and
(v) any other amounts deposited hereunder which are required to be deposited in the Certificate
Account.
In the event that the Master Servicer or a Servicer shall remit to the Trust Administrator any amount not required
to be remitted, the Master Servicer or such Servicer, as applicable, may at any time direct the Trust Administrator to withdraw such
amount from the Certificate Account, any provision herein to the contrary notwithstanding. Such direction may be accomplished by
delivering an Officer's Certificate to the Trust Administrator which describes the amounts deposited in error in the Certificate
Account. All funds deposited in the Certificate Account shall be held by the Trust Administrator in trust for the Certificateholders
until disbursed in accordance with this Agreement or withdrawn in accordance with Section 3.08(b). In no event shall the Trust
Administrator incur liability for withdrawals from the Certificate Account at the direction of the Master Servicer or any Servicer.
(e) Each institution at which a Collection Account, a Prefunding Account, a Capitalized Interest Account or the
Certificate Account is maintained shall either hold such funds on deposit uninvested or shall invest the funds therein as directed in
writing by the related Servicer, the Depositor, the Depositor or the Trust Administrator, respectively, in Eligible Investments,
which shall mature not later than (i) in the case of a Collection Account, the Cash Remittance Date, (ii) in the case of the
Certificate Account or a Capitalized Interest Account, the Business Day immediately preceding the Distribution Date, or on the
Distribution Date, with respect to Eligible Investments invested with an affiliate of the Trust Administrator and (iii) in the case
of a Prefunding Account, the Business Day immediately preceding a Subsequent Transfer Date or on the Subsequent Transfer Date if the
invested funds are managed or advised by the Trust Administrator or its affiliates. All income and gain net of any losses realized
from any such balances or investment of funds on deposit in a Collection Account shall be for the benefit of the related Servicer as
servicing compensation and shall be remitted to it monthly as provided herein. The amount of any realized losses in a Collection
Account incurred in any such account in respect of any such investments shall promptly be deposited by the related Servicer (from its
own funds) in the related Collection Account. Neither the Trustee nor the Trust Administrator shall be liable for the amount of any
loss incurred in respect of any investment or lack of investment of funds held in a Collection Account, Prefunding Account or
Capitalized Interest Account and made in accordance with this Section 3.05. All income and gain net of any losses realized from any
such investment of funds on deposit in the Certificate Account shall be for the benefit of the Trust Administrator as compensation
and shall be remitted to it monthly as provided herein. The amount of any realized losses in the Certificate Account incurred in any
such account in respect of any such investments shall promptly be deposited by the Trust Administrator (from its own funds) in the
Certificate Account. The Depositor shall direct the Trust Administrator in writing as to the investment of amounts in any Prefunding
Account or Capitalized Interest Account. In the absence of such written direction, all funds on deposit in a Prefunding Account or
Capitalized Interest Account may be invested by the Trust Administrator in the Xxxxx Fargo Advantage Prime Investment Money Market
Fund or any successor fund thereto. All income and gain net of any losses realized from any such balances or investment of funds on
deposit in a Prefunding Account or Capitalized Interest Account shall be for the benefit of the Depositor and shall be remitted to it
monthly. The amount of any net investment losses in a Prefunding Account or Capitalized Interest Account shall promptly be deposited
by the Depositor (from its own funds) in such Prefunding Account or Capitalized Interest Account, as applicable.
(f) Each Servicer, other than Xxxxx Fargo, shall give notice to the Trustee, the Trust Administrator, the
Seller, each Rating Agency and the Depositor of any proposed change of the location of the related Collection Account prior to any
change thereof. Xxxxx Fargo shall give notice to the Depositor of any proposed change of the location of the related Collection
Account prior to any change thereof and, upon receipt of such notice, the Depositor shall give notice to the Trustee, the Trust
Administrator, the Seller and each Rating Agency. The Trust Administrator shall give notice to the Master Servicer and each
Servicer, the Seller, each Rating Agency, the Trustee and the Depositor of any proposed change of the location of the Certificate
Account prior to any change thereof.
(g) The Trust Administrator shall establish and maintain, on behalf of the Certificateholders, each Prefunding
Account. On the Closing Date, the Depositor shall remit the related Prefunded Amount to the Trust Administrator for deposit in a
Prefunding Account. On each Subsequent Transfer Date, upon satisfaction of the conditions for such Subsequent Transfer Date set
forth in Sections 2.01(f) and (g), with respect to the related Subsequent Transfer Agreement, the Trust Administrator shall remit to
the Depositor the applicable Aggregate Subsequent Transfer Amount as payment of the purchase price for the related Subsequent
Mortgage Loans.
If any funds remain in a Prefunding Account on the Distribution Date immediately following the end of the related
Prefunding Period, to the extent that they represent earnings on the amounts originally deposited into such Prefunding Account, the
Trust Administrator shall distribute them to the order of the Depositor. The remaining funds, other than any investment earnings,
shall be transferred to the Certificate Account to be included as part of principal distributions to the related Certificates on such
Distribution Date.
(h) The Trust Administrator shall establish and maintain, on behalf of the Certificateholders, each Capitalized
Interest Account. On the Closing Date, the Depositor shall remit the Capitalized Interest Deposits to the Trust Administrator for
deposit in the related Capitalized Interest Account. On the Business Day prior to the first three Distribution Dates, the Trust
Administrator shall transfer from the Capitalized Interest Account to the Certificate Account an amount equal to the Capitalized
Interest Distributions for such Distribution Date and the Trust Administrator shall transfer from the Capitalized Interest Account to
the Depositor, an amount equal to the Capitalized Interest Release Amount for such Distribution Date.
SECTION 3.06. Establishment of and Deposits to Escrow Accounts; Permitted Withdrawals from Escrow Accounts;
Payments of Taxes, Insurance and Other Charges.
(a) To the extent required by the related Mortgage Note and not violative of applicable law, the applicable
Servicer shall segregate and hold all funds collected and received pursuant to a Non-Designated Mortgage Loan constituting Escrow
Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow
Accounts, in the form of time deposit or demand accounts, titled "[Servicer's name], as Servicer for [Name of Series Trust],
Adjustable Rate Mortgage-Backed Pass-Through Certificates, [Series Name]," or, if established and maintained by a Sub-Servicer on
behalf of a Servicer, "[Sub-Servicer's name], in trust for [Servicer's name]" or "[Sub-Servicer's name], as agent, trustee and/or
bailee of taxes and insurance custodial account for [Servicer's name], its successors and assigns, for various owners of interest in
[Servicer's name] mortgage backed pools. In the event that a Sub-Servicer employs a sub-servicer, the Escrow Accounts shall be titled
"[name of Sub-Servicer's sub-servicer] in trust for [Sub-Servicer's name]. The Escrow Accounts shall be Eligible Accounts. Funds
deposited in the Escrow Account may be drawn on by the related Servicer in accordance with Section 3.06(d).
(b) Each Servicer shall deposit or cause to be deposited in its Escrow Account or Accounts on a daily basis
within two Business Days of receipt and retain therein:
(i) all Escrow Payments collected on account of the related Non-Designated Mortgage Loans, for the
purpose of effecting timely payment of any such items as required under the terms of this Agreement; and
(ii) all amounts representing Insurance Proceeds which are to be applied to the restoration or repair
of any Mortgaged Property related to a Non-Designated Mortgage Loan.
(c) Each Servicer shall make withdrawals from the Escrow Account only to effect such payments as are required
under this Agreement, as set forth in Section 3.06(d). Each Servicer shall be entitled to retain any interest paid on funds deposited
in the related Escrow Account by the depository institution, other than interest on escrowed funds required by law to be paid to the
Mortgagor. To the extent required by law, the applicable Servicer shall pay interest on escrowed funds to the Mortgagor
notwithstanding that the Escrow Account may be non interest bearing or that interest paid thereon is insufficient for such purposes.
(d) Withdrawals from the Escrow Account or Accounts may be made or caused to be made by the related Servicer
only:
(i) to effect timely payments of ground rents, taxes, assessments, water rates, mortgage insurance
premiums, condominium charges, fire and hazard insurance premiums or other items constituting Escrow Payments for the
related Mortgage;
(ii) to reimburse such Servicer for any Servicing Advances made by the such Servicer with respect to a
related Non-Designated Mortgage Loan, but only from amounts received on the related Non-Designated Mortgage Loan which
represent late collections of Escrow Payments thereunder;
(iii) to refund to any Mortgagor any funds found to be in excess of the amounts required under the terms
of the related Non-Designated Mortgage Loan;
(iv) for transfer to the related Collection Account to reduce the principal balance of the related
Non-Designated Mortgage Loan in accordance with the terms of the related Mortgage and Mortgage Note;
(v) for application to restore or repair of the Mortgaged Property related to a Non-Designated
Mortgage Loan in accordance with the procedures outlined in Section 3.09(e);
(vi) to pay to the related Servicer, or any Mortgagor related to a Non-Designated Mortgage Loan to the
extent required by law, any interest paid on the funds deposited in such Escrow Account;
(vii) to clear and terminate such Escrow Account on the termination of this Agreement; and
(viii) to remove funds inadvertently placed in the Escrow Account by the related Servicer.
(e) With respect to each Non-Designated Mortgage Loan, the applicable Servicer shall maintain accurate records
reflecting the status of ground rents and taxes and any other item which may become a lien senior to the lien of the related Mortgage
and the status of Mortgage Guaranty Insurance Policy premiums, and fire and hazard insurance coverage and shall obtain, from time to
time, all bills for the payment of such charges (including renewal premiums) and shall effect or cause to be effected payment thereof
prior to the applicable penalty or termination date.
SECTION 3.07. Access to Certain Documentation and Information Regarding the Non-Designated Mortgage Loans;
Inspections.
(a) The Master Servicer and each Servicer shall afford the Depositor, the Trustee and the Trust Administrator
reasonable access to all records and documentation regarding the Non-Designated Mortgage Loans and all accounts, insurance
information and other matters relating to this Agreement, such access being afforded without charge, but only upon reasonable written
request and during normal business hours at the office designated by the Master Servicer or such Servicer. In addition, each
Servicer (other than WMMSC) shall afford the Master Servicer reasonable access to all records and documentation regarding the
Non-Designated Mortgage Loans and all accounts, insurance information and other matters relating to this Agreement, such access being
afforded without charge, but only upon reasonable written request and during normal business hours at the office designated by such
Servicer. In addition, each Servicer (other than WMMSC) shall provide to the Special Servicer reasonable access to all records and
documentation regarding the Non-Designated Mortgage Loans serviced by it that become Special Serviced Mortgage Loans.
(b) Each Servicer, separately with respect to the Non-Designated Mortgage Loans each directly services, shall
inspect the related Mortgaged Properties as often as deemed necessary by such Servicer in such party's sole discretion, to assure
itself that the value of such Mortgaged Property is being preserved. In addition, if any Non-Designated Mortgage Loan is more than
60 days delinquent, such Servicer, as applicable, shall conduct subsequent inspections in accordance with Accepted Servicing
Practices or as may be required by the primary mortgage guaranty insurer. Each Servicer shall keep a written or electronic report of
each such inspection.
SECTION 3.08. Permitted Withdrawals from the Collection Accounts and Certificate Account.
(a) Each Servicer may from time to time make withdrawals from the related Collection Account for the following
purposes:
(i) to pay to such Servicer (to the extent not previously retained by such Servicer) the servicing
compensation to which it is entitled pursuant to Section 3.14, and to pay to such Servicer, as additional servicing
compensation, earnings on or investment income with respect to funds in or credited to such Collection Account, and with
respect to Xxxxx Fargo, to pay (to the extent not previously retained by Xxxxx Fargo) any REO Disposition Fee to which it is
entitled pursuant to Section 3.11(e);
(ii) to reimburse such Servicer for unreimbursed Advances made by it, such right of reimbursement
pursuant to this subclause (ii) being limited to amounts received on the Non-Designated Mortgage Loan(s) in respect of which
any such Advance was made (including without limitation, late recoveries of payments, Liquidation Proceeds and Insurance
Proceeds to the extent received by such Servicer);
(iii) to reimburse such Servicer for any Nonrecoverable Advance previously made or any amount expended
pursuant to Section 3.11(a);
(iv) to reimburse such Servicer for (A) unreimbursed Servicing Advances or such Servicer's right to
reimbursement pursuant to this clause (A) with respect to any Non-Designated Mortgage Loan being limited to amounts received
on such Non-Designated Mortgage Loan which represent late payments of principal and/or interest (including, without
limitation, Liquidation Proceeds and Insurance Proceeds with respect to such Non-Designated Mortgage Loan) respecting which
any such advance was made and (B) for unpaid Servicing Fees as provided in Section 3.11 hereof;
(v) to pay to the purchaser, with respect to each Non-Designated Mortgage Loan or property acquired in
respect thereof that has been purchased pursuant to Section 2.02, 2.03 or 3.11, all amounts received thereon after the date
of such purchase;
(vi) to make any payments required to be made pursuant to Section 2.07 (g);
(vii) to reimburse the Seller, such Servicer or the Depositor for expenses incurred by any of them and
reimbursable pursuant to Section 7.03 hereof;
(viii) to withdraw any amount deposited in such Collection Account and not required to be deposited
therein;
(ix) on the Cash Remittance Date, to withdraw the amount required to make payments to the
Certificateholders as set forth in the Series Supplement, in each case applicable to the Non-Designated Mortgage Loans
serviced by such Servicer, who shall remit the aggregate of such amounts to the Trust Administrator for deposit in the
Certificate Account;
(x) with respect to each Non-Designated Mortgage Loan covered by a Lender Paid Mortgage Guaranty
Insurance Policy, to effect timely payment of the related premiums on such Mortgage Guaranty Insurance Policy, as
applicable, pursuant to Section 3.09(c), to the extent not deducted by such Servicer prior to deposit into the applicable
Collection Account pursuant to Section 3.05(c);
(xi) on or prior to 4:00 p.m. (New York City time) on the Cash Remittance Date preceding each
Distribution Date, each applicable Servicer shall withdraw an amount equal to the sum of all Assigned Prepayment Premiums
received during the related Prepayment Period applicable to the Mortgage Loans serviced by such Servicer, and remit such
amount to the Trust Administrator for deposit in the Certificate Account;
(xii) to clear and terminate such Collection Account upon termination of this Agreement pursuant to
Section 11.01 hereof; and
(xiii) to reimburse such Servicer for any Capitalization Reimbursement Amounts not previously reimbursed.
Each Servicer shall keep and maintain separate accounting, on a Non-Designated Mortgage Loan by Mortgage Loan basis,
for the purpose of justifying any withdrawal from the related Collection Account pursuant to such subclauses (i), (ii), (iv) and
(v). Prior to making any withdrawal from a Collection Account pursuant to subclause (iii) for reimbursement of a Nonrecoverable
Advance, the related Servicer shall deliver to the Trust Administrator a certificate of a Servicing Officer indicating the amount of
any previous Advance or Servicing Advance determined by such Servicer to be a Nonrecoverable Advance and identifying the related
Non-Designated Mortgage Loans(s), and their respective portions of such Nonrecoverable Advance. In connection with the payment of a
Purchase Price, if a Servicer is not required to remit unreimbursed Advances and Servicing Advances as specified in the definition of
Purchase Price, such Servicer shall be deemed to have been reimbursed for such amount.
If a Servicer fails to remit to the Master Servicer for distribution to the Certificateholders any payment,
including any Advance to be made by the Servicer on a Cash Remittance Date (without regard to any grace period), the Servicer shall
pay to the Master Servicer, for the account of the Master Servicer, interest on such late remittance from and including the Cash
Remittance Date to but excluding the date on which such remittance is made, at an annual rate equal to the Federal Funds Rate plus
one percentage point (but in no event greater than the maximum permitted by law).
(b) The Trust Administrator shall withdraw funds from the Certificate Account for distributions to
Certificateholders, in the manner specified in this Agreement (and to withhold from the amounts so withdrawn, the amount of any taxes
that it is authorized to withhold pursuant to Section 2.07). In addition, the Trust Administrator may from time to time make
withdrawals from the Certificate Account for the following purposes:
(i) to pay to itself any investment income earned for the related Distribution Date, and to pay to
itself, the Master Servicer or any Custodian any other amounts to which it, the Master Servicer or any Custodian is entitled
to reimbursement or payment under the terms of this Agreement or the Custodial Agreement;
(ii) to withdraw and return to the Master Servicer or the applicable Servicer for deposit to the
applicable Collection Account any amount deposited in the Certificate Account and not required to be deposited therein; and
(iii) to clear and terminate the Certificate Account upon termination of the Agreement pursuant to
Section 11.01 hereof.
SECTION 3.09. Maintenance of Hazard Insurance; Mortgage Impairment Insurance and Mortgage Guaranty Insurance
Policy; Claims; Restoration of Mortgaged Property.
(a) Each Servicer shall cause to be maintained for each related Non-Designated Mortgage Loan hazard insurance
such that all buildings upon the related Mortgaged Property are insured by a generally acceptable insurer rated either: "V" or better
in the current Best's Key Rating Guide ("Best's") or acceptable to FNMA or FHLMC against loss by fire, hazards of extended coverage
and such other hazards as are customary in the area where the related Mortgaged Property is located, in an amount which is at least
equal to the lesser of (i) the replacement value of the improvements securing such Non-Designated Mortgage Loan and (ii) the greater
of (A) the outstanding principal balance of such Non-Designated Mortgage Loan and (B) an amount such that the proceeds of such policy
shall be sufficient to prevent the Mortgagor and/or the mortgagee from becoming a co insurer.
If upon origination of the Non-Designated Mortgage Loan, the related Mortgaged Property was located in an area
identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards (and such flood
insurance has been made available), the related Servicer shall cause a flood insurance policy to be maintained with respect to such
Non-Designated Mortgage Loan. Such policy shall meet the requirements of the current guidelines of the Federal Insurance
Administration and be in an amount representing coverage equal to the lesser of (i) the minimum amount required, under the terms of
coverage, to compensate for any damage or loss on a replacement cost basis (or the unpaid principal balance of the mortgage if
replacement cost coverage is not available for the type of building insured) and (ii) the maximum amount of insurance which is
available under the Flood Disaster Protection Act of 1973, as amended.
If a Mortgage related to a Non-Designated Mortgage Loan is secured by a unit in a condominium project, the related
Servicer shall verify that the coverage required of the owner's association, including hazard, flood, liability, and fidelity
coverage, is being maintained in accordance with the requirements of the related Servicer for mortgage loans that it services on its
own account.
Each Servicer shall cause to be maintained on each Mortgaged Property related to a Non-Designated Mortgage Loan such
other additional special hazard insurance as may be required pursuant to such applicable laws and regulations as shall at any time be
in force and as shall require such additional insurance, or pursuant to the requirements of any Mortgage Guaranty Insurance Policy
insurer, or as may be required to conform with Accepted Servicing Practices to the extent permitted by the Mortgage Note, the
Mortgage or applicable law provided that the related Servicer shall not be required to bear the cost of such insurance.
All policies required hereunder shall name the related Servicer as loss payee and shall be endorsed with standard or
union mortgagee clauses, without contribution, which shall provide for prior written notice of any cancellation, reduction in amount
or material change in coverage.
Each Servicer shall not interfere with the Mortgagor's freedom of choice at the origination of such Non-Designated
Mortgage Loan in selecting either his insurance carrier or agent, provided, however, that such Servicer shall not accept any such
insurance policies from insurance companies unless such companies are rated: B:III or better in Best's or acceptable to FNMA or FHLMC
and are licensed to do business in the jurisdiction in which the Mortgaged Property is located. The related Servicer shall determine
that such policies provide sufficient risk coverage and amounts, that they insure the property owner, and that they properly describe
the property address.
Pursuant to Section 3.05, any amounts collected by a Servicer under any such policies (other than amounts to be
deposited in the related Escrow Account and applied to the restoration or repair of the related Mortgaged Property, or property
acquired in liquidation of the Non-Designated Mortgage Loan, or to be released to the Mortgagor, in accordance with such Servicer's
normal servicing procedures) shall be deposited in the related Collection Account (subject to withdrawal pursuant to Section 3.08(a)).
Any cost incurred by a Servicer in maintaining any such insurance shall not, for the purpose of calculating monthly
distributions to the Certificateholders or remittances to the Trust Administrator for their benefit, be added to the principal
balance of the Non-Designated Mortgage Loan, notwithstanding that the terms of the Non-Designated Mortgage Loan so permit; provided,
however, that the limitations contained in this sentence shall not apply to modifications made pursuant to Section 3.05(a). Such
costs shall constitute a Servicing Advance and will be reimbursable to the related Servicer to the extent permitted by Section 3.08
hereof. It is understood and agreed that no earthquake or other additional insurance is to be required of any Mortgagor related to a
Non-Designated Mortgage Loan or maintained on property acquired in respect of a Mortgage related to a Non-Designated Mortgage Loan
other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional
insurance.
(b) In the event that a Servicer shall obtain and maintain a blanket policy insuring against losses arising
from fire and hazards covered under extended coverage on all of the related Non-Designated Mortgage Loans, then, to the extent such
policy provides coverage in an amount equal to the amount required pursuant to Section 3.09(a) and otherwise complies with all other
requirements of Section 3.09(a), it shall conclusively be deemed to have satisfied its obligations as set forth in Section 3.09(a).
Any amounts collected by a Servicer under any such policy relating to a Non-Designated Mortgage Loan shall be deposited in the
related Collection Account subject to withdrawal pursuant to Section 3.08(a). Such policy may contain a deductible clause, in which
case, in the event that there shall not have been maintained on the related Mortgaged Property a policy complying with
Section 3.09(a), and there shall have been a loss which would have been covered by such policy, the related Servicer shall deposit in
the related Collection Account at the time of such loss the amount not otherwise payable under the blanket policy because of such
deductible clause, such amount to be deposited from such Servicer's funds, without reimbursement therefor. Upon request of the Trust
Administrator, a Servicer shall cause to be delivered to the Trust Administrator a certified true copy of such policy and a statement
from the insurer thereunder that such policy shall in no event be terminated or materially modified without 30 days' prior written
notice to the Trust Administrator. In connection with its activities as Servicer of the related Non-Designated Mortgage Loans, such
Servicer agrees to present, on behalf of itself, the Depositor, and the Trust Administrator for the benefit of the
Certificateholders, claims under any such blanket policy.
(c) Unless otherwise required in accordance with applicable state and federal law relating to the cancellation
of, or collection of premiums for mortgage guaranty insurance, with respect to each Non-Designated Mortgage Loan with a Loan-to-Value
Ratio in excess of 80% which the Seller represented to be covered by a Mortgage Guaranty Insurance Policy as of the Cut-off Date, the
related Servicer shall, without any cost to the Depositor or Trust Administrator, maintain or cause the Mortgagor to maintain in full
force and effect a Mortgage Guaranty Insurance Policy insuring that portion of the Non-Designated Mortgage Loan in excess of 75% of
value, and shall pay or shall cause the Mortgagor to pay, the premium thereon on a timely basis, until the loan-to-value ratio of
such Non-Designated Mortgage Loan is reduced to 80%, based on either (i) a current appraisal of the Mortgaged Property or (ii) the
appraisal of the Mortgaged Property obtained at the time the Non-Designated Mortgage Loan was originated. In the event that such
Mortgage Guaranty Insurance Policy shall be terminated prior to the loan-to-value ratio of such Non-Designated Mortgage Loan being
reduced to 80%, the related Servicer shall obtain from another Qualified Insurer a comparable replacement policy, with a total
coverage equal to the remaining coverage of such terminated Mortgage Guaranty Insurance Policy. If the insurer shall cease to be a
Qualified Insurer, the related Servicer shall determine whether recoveries under the Mortgage Guaranty Insurance Policy are
jeopardized for reasons related to the financial condition of such insurer, it being understood that such Servicer shall in no event
have any responsibility or liability for any failure to recover under the Mortgage Guaranty Insurance Policy for such reason. If the
related Servicer determines that recoveries are so jeopardized, it shall notify the Mortgagor, if required, and obtain from another
Qualified Insurer a replacement insurance policy. The related Servicer shall not take any action which would result in noncoverage
under any applicable Mortgage Guaranty Insurance Policy of any loss which, but for the actions of such Servicer would have been
covered thereunder. In connection with any assumption or substitution agreement entered into or to be entered into pursuant to
Section 3.10, each Servicer shall promptly notify the insurer under the related Mortgage Guaranty Insurance Policy, if any, of such
assumption or substitution of liability in accordance with the terms of such Mortgage Guaranty Insurance Policy and shall take all
actions which may be required by such insurer as a condition to the continuation of coverage under such Mortgage Guaranty Insurance
Policy, provided that such required actions are in compliance with all applicable law. If such Mortgage Guaranty Insurance Policy is
terminated as a result of such assumption or substitution of liability, the related Servicer shall obtain a replacement Mortgage
Guaranty Insurance Policy as provided above; provided that under applicable law and the terms of the related Mortgage Note and
Mortgage the cost of such policy may be charged to the successor Mortgagor.
With respect to each Non-Designated Mortgage Loan covered by a Lender Paid Mortgage Guaranty Insurance Policy, the
applicable Servicer shall effect timely payment of the premiums on such Mortgage Guaranty Insurance Policy from amounts on deposit in
the Collection Account, or deducted by such Servicer prior to deposit into the applicable Collection Account pursuant to
Section 3.05(c) with respect to such Non-Designated Mortgage Loan. If amounts on deposit in the Collection Account, or deducted by
such Servicer prior to deposit into the applicable Collection Account pursuant to Section 3.05(c) with respect to such Non-Designated
Mortgage Loan are not sufficient to pay the premiums on such Mortgage Guaranty Insurance Policy, the applicable Servicer shall effect
timely payment of such premiums, and such costs shall be recoverable by such Servicer from the related Liquidation Proceeds or
otherwise as a Servicing Advance pursuant to Section 3.08(a). With respect to each Non-Designated Mortgage Loan covered by a
Mortgage Guaranty Insurance Policy that is not a Lender Paid Mortgage Guaranty Insurance Policy, the applicable Servicer shall effect
timely payment of the premiums on such Mortgage Guaranty Insurance Policy, and such costs not otherwise recoverable from the
Mortgagor shall be recoverable by such Servicer from the related Liquidation Proceeds or otherwise as a Servicing Advance pursuant to
Section 3.08(a).
(d) In connection with its activities as servicer, each Servicer shall prepare and present, on behalf of
itself, the Depositor, the Trust, the Trustee, the Trust Administrator and the Certificateholders, claims to the insurer under any
Mortgage Guaranty Insurance Policy related to a Non-Designated Mortgage Loan in a timely fashion in accordance with the terms of such
Mortgage Guaranty Insurance Policy and, in this regard, to take such reasonable action as shall be necessary to permit recovery under
any Mortgage Guaranty Insurance Policy respecting defaulted Non-Designated Mortgage Loans. Pursuant to Section 3.05, any amounts
collected by a Servicer under any Mortgage Guaranty Insurance Policy shall be deposited in the related Collection Account, subject to
withdrawal pursuant to Section 3.08.
(e) With respect to any Non-Designated Mortgage Loan, each Servicer need not obtain the approval of the Trustee
or the Trust Administrator prior to releasing any Insurance Proceeds to the related Mortgagor to be applied to the restoration or
repair of the related Mortgaged Property if such release is in accordance with Accepted Servicing Practices. At a minimum, each
Servicer shall comply with the following conditions in connection with any such release of Insurance Proceeds:
(i) such Servicer shall receive satisfactory independent verification of completion of repairs and
issuance of any required approvals with respect thereto;
(ii) such Servicer shall take all steps necessary to preserve the priority of the lien of the Mortgage,
including, but not limited to requiring waivers with respect to mechanics' and materialmen's liens; and
(iii) pending repairs or restoration, such Servicer shall place the Insurance Proceeds in the related
Escrow Account.
(f) With respect to any Non-Designated Mortgage Loan, if the Trust Administrator is named as an additional loss
payee, the related Servicer is hereby empowered to endorse any loss draft issued in respect of such a claim in the name of the
Trustee or the Trust Administrator.
SECTION 3.10. Enforcement of Due on Sale Clauses; Assumption Agreements.
(a) With respect to any Non-Designated Mortgage Loan, each Servicer shall use its best efforts to enforce any
"due-on-sale" provision contained in any related Mortgage or Mortgage Note and to deny assumption by the person to whom the Mortgaged
Property has been or is about to be sold whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor
remains liable on the Mortgage and the Mortgage Note. When the Mortgaged Property has been conveyed by the Mortgagor, the related
Servicer shall, to the extent it has knowledge of such conveyance, exercise its rights to accelerate the maturity of such
Non-Designated Mortgage Loan under the "due-on-sale" clause applicable thereto, provided, however, that such Servicer shall not
exercise such rights if prohibited by law from doing so or if the exercise of such rights would impair or threaten to impair any
recovery under the related Mortgage Guaranty Insurance Policy, if any.
(b) With respect to any Non-Designated Mortgage Loan, if a Servicer reasonably believes it is unable under
applicable law to enforce such "due-on-sale" clause, such Servicer shall enter into (i) an assumption and modification agreement with
the person to whom such property has been conveyed, pursuant to which such person becomes liable under the Mortgage Note and the
original Mortgagor remains liable thereon or (ii) in the event such Servicer is unable under applicable law to require that the
original Mortgagor remain liable under the Mortgage Note, a substitution of liability agreement with the purchaser of the Mortgaged
Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is
substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, a Servicer shall not be deemed to
be in default under this Section 3.10 by reason of any transfer or assumption which such Servicer reasonably believes it is
restricted by law from preventing, for any reason whatsoever. In connection with any such assumption, no material term of the
Mortgage Note, including without limitation, the Mortgage Rate borne by the related Mortgage Note, the term of the Non-Designated
Mortgage Loan or the outstanding principal amount of the Non-Designated Mortgage Loan shall be changed.
(c) To the extent that any Non-Designated Mortgage Loan is assumable, the related Servicer shall inquire
diligently into the creditworthiness of the proposed transferee, and shall use the underwriting criteria for approving the credit of
the proposed transferee which are used by FNMA with respect to underwriting mortgage loans of the same type as the Non-Designated
Mortgage Loans. If the credit of the proposed transferee does not meet such underwriting criteria, the related Servicer diligently
shall, to the extent permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the
Non-Designated Mortgage Loan.
(d) With respect to any Non-Designated Mortgage Loan, subject to each Servicer's duty to enforce any
due-on-sale clause to the extent set forth in this Section 3.10, in any case in which the related Mortgaged Property has been conveyed
to a Person by the related Mortgagor, and such Person is to enter into an assumption agreement or modification agreement or
supplement to the Mortgage Note or Mortgage that requires the signature of the Trustee, or if an instrument of release signed by the
Trustee is required releasing the Mortgagor from liability on the Non-Designated Mortgage Loan, such Servicer shall prepare and
deliver or cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to execute the
assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement
to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or
Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such
Person. In connection with any such assumption, no material term of the Mortgage Note may be changed. Together with each such
substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the related Servicer shall
deliver an Officer's Certificate signed by a Servicing Officer stating that the requirements of this subsection have been met in
connection therewith. The related Servicer shall notify the Trustee and the Trust Administrator that any such substitution or
assumption agreement has been completed by forwarding to the Trustee and the Trust Administrator a copy of such substitution or
assumption agreement, and shall forward the original to the related Custodian which shall be added to the related Mortgage File and
shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments
constituting a part thereof. Any fee collected by a Servicer for entering into an assumption or substitution of liability agreement
shall be retained by such Servicer as additional servicing compensation.
SECTION 3.11. Realization Upon Defaulted Mortgage Loans.
(a) Each Servicer shall use reasonable efforts to foreclose upon or otherwise comparably convert the ownership
of properties securing such of the related Non-Designated Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments. In connection with such foreclosure or other
conversion, each Servicer shall take such action as (i) such Servicer would take under similar circumstances with respect to a
similar mortgage loan held for its own account for investment, (ii) shall be consistent with Accepted Servicing Practices, (iii) such
Servicer shall determine consistently with Accepted Servicing Practices to be in the best interest of the Trust and
Certificateholders, and (iv) is consistent with the requirements of the insurer under any Required Insurance Policy; provided,
however, that such Servicer shall not be required to expend its own funds in connection with any foreclosure or towards the
restoration of any property unless it shall determine (i) that such restoration and/or foreclosure will increase the proceeds of
liquidation of the related Non-Designated Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses
will be recoverable to it through Liquidation Proceeds. Any funds expended by any Servicer pursuant to this Section 3.11(a) shall be
reimbursable in full pursuant to Section 3.08(a)(iii). The related Servicer shall be responsible for all other costs and expenses
incurred by it in any such proceedings; provided, however, that it shall be entitled to reimbursement thereof from the Liquidation
Proceeds with respect to the related Mortgaged Property or otherwise as a Servicing Advance in accordance with Section 3.08(a).
With respect to any Non-Designated Mortgage Loan, notwithstanding anything to the contrary contained in this
Agreement, in connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in the event the related Servicer has
reasonable cause to believe that the related Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the
Trust Administrator otherwise requests, an environmental inspection or review of such Mortgaged Property conducted by a qualified
inspector shall be arranged for by such Servicer. Upon completion of the inspection, the related Servicer shall promptly provide the
Trust Administrator with a written report of environmental inspection.
In the event the environmental inspection report indicates that the Mortgaged Property is contaminated by hazardous
or toxic substances or wastes, the related Servicer shall not proceed with foreclosure or acceptance of a deed in lieu of foreclosure
if the estimated costs of the environmental clean up, as estimated in the environmental inspection report, together with the
Servicing Advances and Advances made by such Servicer and the estimated costs of foreclosure or acceptance of a deed in lieu of
foreclosure exceeds the estimated value of the Mortgaged Property. If however, the aggregate of such clean up and foreclosure costs,
Advances and Servicing Advances are less than or equal to the estimated value of the Mortgaged Property, then the related Servicer
may, in its reasonable judgment and in accordance with Accepted Servicing Practices, choose to proceed with foreclosure or acceptance
of a deed in lieu of foreclosure and such Servicer shall be reimbursed for all reasonable costs associated with such foreclosure or
acceptance of a deed in lieu of foreclosure and any related environmental clean up costs, as applicable, from the related Liquidation
Proceeds, or if the Liquidation Proceeds are insufficient to fully reimburse such Servicer, such Servicer shall be entitled to be
reimbursed from amounts in the related Collection Account pursuant to Section 3.08(a) hereof. In the event the related Servicer does
not proceed with foreclosure or acceptance of a deed in lieu of foreclosure pursuant to the first sentence of this paragraph, such
Servicer shall be reimbursed for all Advances and Servicing Advances made with respect to the related Mortgaged Property from the
related Collection Account pursuant to Section 3.08(a) hereof, and such Servicer shall have no further obligation to service such
Non-Designated Mortgage Loan under the provisions of this Agreement.
(b) With respect to any REO Property related to a Non-Designated Mortgage Loan, the deed or certificate of sale
shall, subject to applicable laws, be taken in the name of the Trustee for the benefit of the Certificateholders, or its nominee, on
behalf of the Certificateholders. The Trustee's name shall be placed on the title to such REO Property solely as the Trustee
hereunder and not in its individual capacity. The related Servicer shall ensure that the title to such REO Property references this
Agreement and the Trustee capacity hereunder. Pursuant to its efforts to sell such REO Property, the related Servicer shall in
accordance with Accepted Servicing Practices manage, conserve, protect and operate each REO Property for the purpose of its prompt
disposition and sale. The related Servicer, either itself or through an agent selected by such Servicer, shall manage, conserve,
protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property
for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. Upon request,
the related Servicer shall furnish to the Trust Administrator on or before each Distribution Date a statement with respect to any
REO Property covering the operation of such REO Property for the previous calendar month and such Servicer's efforts in connection
with the sale of such REO Property and any rental of such REO Property incidental to the sale thereof for the previous calendar
month. That statement shall be accompanied by such other information as the Trust Administrator shall reasonably request and which is
necessary to enable the Trust Administrator to comply with the reporting requirements of the REMIC Provisions. The net monthly
rental income, if any, from such REO Property shall be deposited in the related Collection Account no later than the close of
business on each Determination Date. The related Servicer shall perform the tax reporting and withholding required by Sections 1445
and 6050J of the Code with respect to foreclosures and abandonments, the tax reporting required by Section 6050H of the Code with
respect to the receipt of mortgage interest from individuals and any tax reporting required by Section 6050P of the Code with respect
to the cancellation of indebtedness by certain financial entities, by preparing such tax and information returns as may be required,
in the form required, and delivering the same to the Trust Administrator for filing.
To the extent consistent with Accepted Servicing Practices, the related Servicer shall also maintain on each
REO Property related to a Non-Designated Mortgage Loan fire and hazard insurance with extended coverage in an amount which is equal to
the outstanding principal balance of the related Non-Designated Mortgage Loan (as reduced by any amount applied as a reduction of
principal at the time of acquisition of the REO Property), liability insurance and, to the extent required and available under the
Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above.
(c) In the event that the Trust Fund acquires any Mortgaged Property as aforesaid or otherwise in connection
with a default or imminent default on a Mortgage Loan, the related Servicer shall dispose of such Mortgaged Property prior to three
years after the end of the calendar year of its acquisition by the Trust Fund unless (i) the Trustee and the Trust Administrator
shall have been supplied with an Opinion of Counsel to the effect that the holding by the Trust Fund of such Mortgaged Property
subsequent to such three-year period will not result in the imposition of taxes on "prohibited transactions" of any REMIC hereunder
as defined in section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates
are outstanding, in which case the Trust Fund may continue to hold such Mortgaged Property (subject to any conditions contained in
such Opinion of Counsel) or (ii) the applicable Servicer shall have applied for, prior to the expiration of such three-year period,
an extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year
period shall be extended by the applicable extension period. Notwithstanding any other provision of this Agreement, no Mortgaged
Property acquired by the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used for the production of
income by or on behalf of the Trust Fund in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to
fail to qualify as "foreclosure property" within the meaning of section 860G(a)(8) of the Code or (ii) subject any REMIC hereunder to
the imposition of any federal, state or local income taxes on the income earned from such Mortgaged Property under Section 860G(c) of
the Code or otherwise, unless the related Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the
imposition of any such taxes.
In the event of a default on a Mortgage Loan one or more of whose obligors is not a United States Person, as that
term is defined in Section 7701(a)(30) of the Code, in connection with any foreclosure or acquisition of a deed in lieu of
foreclosure (together, "foreclosure") in respect of such Mortgage Loan, the related Servicer shall cause compliance with the
provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any successor thereto) necessary to assure that no withholding tax
obligation arises with respect to the proceeds of such foreclosure except to the extent, if any, that proceeds of such foreclosure
are required to be remitted to the obligors on such Mortgage Loan.
(d) The decision of a Servicer to foreclose on a defaulted Non-Designated Mortgage Loan shall be subject to a
determination by such Servicer that the proceeds of such foreclosure would exceed the costs and expenses of bringing such a
proceeding. The income earned from the management of any REO Properties, net of reimbursement to such Servicer for expenses incurred
(including any property or other taxes) in connection with such management and net of applicable accrued and unpaid Servicing Fees,
and unreimbursed Advances and Servicing Advances, shall be applied to the payment of principal of and interest on the related
defaulted Non-Designated Mortgage Loans (with interest accruing as though such Non-Designated Mortgage Loans were still current) and
all such income shall be deemed, for all purposes in this Agreement, to be payments on account of principal and interest on the
related Mortgage Notes and shall be deposited into the related Collection Account. To the extent the net income received during any
calendar month is in excess of the amount attributable to amortizing principal and accrued interest at the related Mortgage Rate on
the related Non-Designated Mortgage Loan for such calendar month, such excess shall be considered to be a partial prepayment of
principal of the related Non-Designated Mortgage Loan.
(e) The proceeds from any liquidation of a Non-Designated Mortgage Loan, as well as any income from a related
REO Property, will be applied in the following order of priority: first, to reimburse the related Servicer for any related
unreimbursed Servicing Advances and Servicing Fees, and with respect to Xxxxx Fargo, any REO Disposition Fees related to such
Mortgage Loan; second, to reimburse such Servicer for any unreimbursed Advances; third, to reimburse the related Collection Account
for any Nonrecoverable Advances (or portions thereof) that were previously withdrawn by such Servicer pursuant to
Section 3.08(a)(iii) that related to such Non-Designated Mortgage Loan; fourth, to accrued and unpaid interest (to the extent no
Advance has been made for such amount or any such Advance has been reimbursed) on the Non-Designated Mortgage Loan or related
REO Property, at the per annum rate equal to the related Mortgage Rate reduced by the related Expense Fee Rate, to the Due Date
occurring in the month in which such amounts are required to be distributed; and fifth, as a recovery of principal of the Mortgage
Loan. Excess proceeds, if any, from the liquidation of a Liquidated Mortgage Loan and/or with respect to recoveries obtained
following the liquidation of a Liquidated Mortgage Loan ("Excess Proceeds") that is a Non-Designated Mortgage Loan shall be retained
by the related Servicer as additional servicing compensation pursuant to Section 3.14.
SECTION 3.12. Trustee and Trust Administrator to Cooperate; Release of Mortgage Files.
Upon the payment in full of any Non-Designated Mortgage Loan, or the receipt by a Servicer of a notification that
payment in full will be escrowed in a manner customary for such purposes, such Servicer shall immediately notify the related
Custodian by delivering, or causing to be delivered a "Request for Release" substantially in the form of Exhibit K. Upon receipt of
such request, such Custodian shall within three Business Days release the related Mortgage File to the related Servicer, and the
Trustee shall within three Business Days of such Servicer's direction execute and deliver to such Servicer the deed of reconveyance
or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage in each case provided by such Servicer,
and such Custodian shall deliver the Mortgage Note with written evidence of cancellation thereon. Expenses incurred in connection
with any instrument of satisfaction or deed of reconveyance shall be chargeable to the related Mortgagor. From time to time and as
shall be appropriate for the servicing or foreclosure of any Non-Designated Mortgage Loan, including for such purpose, collection
under any policy of flood insurance, any fidelity bond or errors or omissions policy, or for the purposes of effecting a partial
release of any Mortgaged Property from the lien of the Mortgage or the making of any corrections to the Mortgage Note or the Mortgage
or any of the other documents included in the Mortgage File, the related Custodian within three Business Days of delivery to such
Custodian of a Request for Release in the form of Exhibit K signed by a Servicing Officer, release the Mortgage File to the related
Servicer. Subject to the further limitations set forth below, the related Servicer shall cause the Mortgage File or documents so
released to be returned to the related Custodian on its behalf, when the need therefor by such Servicer no longer exists, unless the
Non-Designated Mortgage Loan is liquidated and the proceeds thereof are deposited in the related Collection Account, in which case
such Servicer shall deliver to the Trustee, or the related Custodian a Request for Release in the form of Exhibit K, signed by a
Servicing Officer. Each Servicer is also authorized to cause the removal from the registration on the MERS® System of such Mortgage
and to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of
satisfaction or cancellation or of partial or full release, including an assignment of such loan to the Trustee.
If a Servicer at any time seeks to initiate a foreclosure proceeding in respect of any Mortgaged Property related to
a Non-Designated Mortgage Loan as authorized by this Agreement, such Servicer shall deliver or cause to be delivered to the Trustee,
for signature, as appropriate, any court pleadings, requests for trustee's sale or other documents necessary to effectuate such
foreclosure or any legal action brought to obtain judgment against the Mortgagor on the Mortgage Note or the Mortgage or to obtain a
deficiency judgment or to enforce any other remedies or rights provided by the Mortgage Note or the Mortgage or otherwise available
at law or in equity.
SECTION 3.13. Documents, Records and Funds in Possession of a Servicer to be Held for the Trust.
Notwithstanding any other provisions of this Agreement, each Servicer shall transmit to the related Custodian, as
required by this Agreement all documents and instruments in respect of a Non-Designated Mortgage Loan coming into the possession of
the related Servicer from time to time required to be delivered to the Trustee, or such Custodian on its behalf, pursuant to the
terms hereof and shall account fully to the Trust Administrator for any funds received by such Servicer or which otherwise are
collected by such Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any Non-Designated Mortgage Loan. All
Mortgage Files and funds collected or held by, or under the control of, a Servicer in respect of any Non-Designated Mortgage Loans,
whether from the collection of principal and interest payments or from Liquidation Proceeds, including but not limited to, any funds
on deposit in a Collection Account, shall be held by the related Servicer for and on behalf of the Trust, the Trustee or the Trust
Administrator and shall be and remain the sole and exclusive property of the Trust, subject to the applicable provisions of this
Agreement. Each Servicer also agrees that it shall not create, incur or subject any Mortgage File or any funds that are deposited in
the related Collection Account, Certificate Account or any related Escrow Account, or any funds that otherwise are or may become due
or payable to the Trust, the Trustee or the Trust Administrator for the benefit of the Certificateholders, to any claim, lien,
security interest, judgment, levy, writ of attachment or other encumbrance, or assert by legal action or otherwise any claim or right
of setoff against any Mortgage File or any funds collected on, or in connection with, a Non-Designated Mortgage Loan, except,
however, that such Servicer shall be entitled to set off against and deduct from any such funds any amounts that are properly due and
payable to such Servicer under this Agreement.
SECTION 3.14. Servicing Fee; Indemnification of Master Servicer.
(a) As compensation for its services hereunder, each Servicer shall be entitled to withdraw from the applicable
Collection Account or to retain from interest payments on the related Non-Designated Mortgage Loans, the amount of its Servicing Fee,
for each Mortgage Loan serviced by it, less any amounts in respect of its Servicing Fee, as applicable, payable by such Servicer
pursuant to Section 3.05(c)(vi). The Servicing Fee for each Servicer is limited to, and payable solely from, the interest portion of
such Scheduled Payments collected by such Servicer or as otherwise provided in Section 3.08(a). In connection with the servicing of
any Special Serviced Mortgage Loan, the Special Servicer shall receive the Servicing Fee for such Special Serviced Mortgage Loan as
its compensation and Ancillary Income with respect to Special Serviced Mortgage Loans.
(b) With respect to each Non-Designated Mortgage Loan, additional servicing compensation in the form of
Ancillary Income and Excess Proceeds shall be retained by the related Servicer and additional servicing compensation in the form of
Payoff Interest, to the extent not required to make payments in respect of Compensating Interest Payments, shall be retained by SPS
and WMMSC. Each Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder
(including the payment of any expenses incurred in connection with any Subservicing Agreement entered into pursuant to Section 3.02
and the payment of any premiums for insurance required pursuant to Section 3.16) and shall not be entitled to reimbursement thereof
except as specifically provided for in this Agreement.
(c) The Master Servicer shall be compensated by the Trust Administrator as separately agreed. The Master
Servicer and any director, officer, employee or agent of the Master Servicer shall be indemnified by DLJMC (or if DLJMC shall fail to
do so, by the Trust) and held harmless against any loss, liability or expense (including reasonable attorney's fees and expenses)
incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the Certificates or (c) the performance of
any of the Master Servicer's duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance,
bad faith or negligence in the performance of any of the Master Servicer's duties hereunder or incurred by reason of any action of
the Master Servicer taken at the direction of the Certificateholders; provided, however, that the sum of (x) such indemnity amounts
payable by DLJMC or the Trust to the Master Servicer pursuant to this Section 3.14(c), (y) the indemnity amounts payable by DLJMC or
the Trust to the Trust Administrator pursuant to Section 10.05 and (z) the indemnity amounts payable by DLJMC or the Trust to Xxxxx
Fargo, as Custodian, pursuant to a Custodial Agreement with Xxxxx Fargo as Custodian, shall not exceed $200,000 per year; provided,
further, that any amounts not payable by DLJMC or the Trust to the Master Servicer due to the preceding proviso shall be payable by
DLJMC (or if DLJMC fails to do so, by the Trust) in any succeeding year, subject to the aggregate $200,000 per annum limitation
imposed by the preceding proviso. Such indemnity shall survive the termination of this Agreement or the resignation or removal of
the Master Servicer hereunder.
SECTION 3.15. Access to Certain Documentation.
Upon reasonable advance notice in writing for any review requiring on-site access or upon reasonable notice for any
other type of access, each Servicer shall provide to the Depositor, the Trust Administrator, the Master Servicer (for all Servicers
other than WMMSC) and the Trustee certain reports and reasonable access to information and documentation regarding the Mortgage Loans
serviced by such Servicer sufficient to permit any Certificateholder to comply with applicable regulations of the OTS, the FDIC or
other regulatory authorities with respect to investment in the Certificates; provided, that each Servicer shall be entitled to be
reimbursed by each such Certificateholder for actual expenses incurred by such Servicer in providing such reports and access.
Nothing in this Section 3.15 shall limit the obligation of the Master Servicer or any Servicer to observe any applicable law
prohibiting disclosure of information regarding the Mortgagors and the failure of the Master Servicer or such Servicer to provide
access as provided in this Section 3.15 or Section 3.07 as a result of such obligation shall not constitute a breach of this
Section 3.15 or Section 3.07. Nothing in this Section 3.15 shall require the Master Servicer or any Servicer to collect, create,
collate or otherwise generate any information that it does not generate in its usual course of business.
SECTION 3.16. Maintenance of Fidelity Bond and Errors and Omissions Insurance.
Each Servicer shall maintain with responsible companies, at its own expense, a blanket Fidelity Bond and an Errors
and Omissions Insurance Policy, with broad coverage on all officers, employees or other persons acting in any capacity requiring such
persons to handle funds, money, documents or papers relating to the related Mortgage Loans ("Servicer Employees"). Any such Fidelity
Bond and Errors and Omissions Insurance Policy shall be in the form of the Mortgage Banker's Blanket Bond and shall protect and
insure the related Servicer against losses, including forgery, theft, embezzlement, fraud, errors and omissions and negligent acts of
such Servicer Employees. Such Fidelity Bond and Errors and Omissions Insurance Policy also shall protect and insure each Servicer
against losses in connection with the release or satisfaction of a related Mortgage Loan without having obtained payment in full of
the indebtedness secured thereby. No provision of this Section 3.16 requiring such Fidelity Bond and Errors and Omissions Insurance
Policy shall diminish or relieve a Servicer from its duties and obligations as set forth in this Agreement. The minimum coverage
under any such bond and insurance policy shall be at least equal to the corresponding amounts required by FNMA, unless the related
Servicer has obtained a waiver of such requirement. Upon the request of the Trust Administrator, the related Servicer shall cause to
be delivered to the Trust Administrator a certificate of insurance of the insurer and the surety including a statement from the
surety and the insurer that such fidelity bond and insurance policy shall in no event be terminated or materially modified without 30
days' prior written notice to the Trust Administrator.
The Master Servicer shall maintain insurance in such amounts generally acceptable for entities serving as master
servicer.
SECTION 3.17. Special Serviced Mortgage Loans; Repurchase of Certain Mortgage Loans.
(a) If directed by the Special Servicer and solely at the Special Servicer's option, a Servicer, other than
WMMSC, (each, a "Transferring Servicer") shall transfer the servicing of any Mortgage Loan (other than a WMMSC Serviced Mortgage
Loan) serviced by the Transferring Servicer which is 90 days or more delinquent (determined as of the close of business of the last
day of the month preceding the related Data Remittance Date) to the Special Servicer. The Special Servicer shall thereupon assume
all of the rights and obligations of the Transferring Servicer hereunder arising thereafter and the Transferring Servicer shall have
no further rights or obligations hereunder with respect to such Mortgage Loan (except that the Special Servicer shall not be
(i) liable for losses of the Transferring Servicer pursuant to Section 3.09 hereof or for any acts or omissions of the Transferring
Servicer hereunder prior to the servicing transfer date, (ii) obligated to effectuate repurchases or substitutions of Mortgage Loans
hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof,
(iii) deemed to have made any representations and warranties of a Transferring Servicer hereunder or (iv) be subject to any other
agreement not executed by the Special Servicer). Upon the transfer of the servicing of any such Mortgage Loan to the Special
Servicer, the Special Servicer shall be entitled to the related Servicing Fee and other compensation accruing after the servicing
transfer date with respect to such Mortgage Loans pursuant to Section 3.14.
In connection with the transfer of the servicing of any Mortgage Loan to the Special Servicer, the Transferring
Servicer, at the Special Servicer's expense, shall deliver to the Special Servicer all documents and records relating to such
Mortgage Loans and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and
efficient transfer of the servicing to the Special Servicer. On the servicing transfer date, the Special Servicer shall reimburse
the Transferring Servicer for all unreimbursed Advances, Servicing Advances and Servicing Fees, as applicable, relating to the
Mortgage Loans for which the servicing is being transferred. The Special Servicer shall be entitled to be reimbursed pursuant to
Section 3.08 or otherwise pursuant to this Agreement for all such Advances, Servicing Advances and Servicing Fees, as applicable,
paid by the Transferring Servicer pursuant to this Section 3.17 (a). In addition, the Special Servicer shall notify the Master
Servicer of such transfer and the effective date of such transfer, and amend the Mortgage Loan Schedule to reflect that such Mortgage
Loans are Special Serviced Mortgage Loans.
(b) The Special Servicer, at its option, may (but is not obligated to) purchase from the Trust Fund, (i) any
Mortgage Loan that is delinquent in payment 90 or more days or (ii) any related Mortgage Loan with respect to which there has been
initiated legal action or other proceedings for the foreclosure of the related Mortgaged Property either judicially or
non-judicially, in each case, provided that the applicable Servicer has the right to transfer the related servicing rights without the
payment of any compensation to a Sub-Servicer. In the event that the Special Servicer exercises such option, the Purchase Price
therefor shall be deposited in the related Collection Account and upon such deposit of the Purchase Price and receipt of a Request
for Release in the form of Exhibit K hereto, the Custodian shall release the related Mortgage File held for the benefit of the
Certificateholders to the Special Servicer, and the Trustee shall execute and deliver at the Special Servicer's direction such
instruments of transfer or assignment prepared by the Special Servicer, in each case without recourse, as shall be necessary to
transfer title from the Trustee to the Special Servicer. The applicable Servicer shall be entitled to reimbursement from the Special
Servicer for all expenses incurred by it in connection with the transfer of any Mortgage Loan to the Special Servicer pursuant to
this Section 3.17 (b).
(c) With respect to any Mortgage Loan, a Servicer of such Mortgage Loan may (but is not obligated to) enter
into a special servicing agreement with an unaffiliated Holder of a 100% Percentage Interest of the most junior outstanding Class of
related Subordinate Certificates. Any such agreement may contain provisions whereby such Holder may (i) instruct the related
Servicer to commence or delay foreclosure proceedings with respect to any such Mortgage Loan that is delinquent and will contain
provisions for the deposit of cash with such Servicer by such Holder that would be available for distribution to Certificateholders
if Liquidation Proceeds are less than they otherwise may have been had such Servicer acted in accordance with its normal procedures,
(ii) purchase any such Mortgage Loan that is delinquent from the Trust Fund immediately prior to the commencement of foreclosure
proceedings at a price equal to the Purchase Price, and/or (iii) assume all of the servicing rights and obligations (as a
Sub-Servicer on behalf of the related Servicer) with respect to any such Mortgage Loan that is delinquent so long as (A) such Holder
meets the requirements for a Sub-Servicer set forth in Section 3.02(a), (B) such Holder has a current special servicing ranking of at
least "Average" from S&P, (C) such Holder shall subservice such Mortgage Loan in accordance with this Agreement, and (D) the related
Servicer has the right to transfer such servicing rights without the payment of any compensation to a Sub-Servicer.
SECTION 3.18. Indemnification of the Trust Administrator, the Master Servicer and the Servicers.
Each Servicer (other than WMMSC) agrees to indemnify and hold the Master Servicer harmless from and against any and
all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by the Master Servicer as a
result of or in connection with the failure by such Servicer to perform the obligations or responsibilities imposed upon or
undertaken by such Servicer under this Agreement.
The Master Servicer agrees to indemnify and hold each Servicer (other than WMMSC) harmless from and against any and
all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by such Servicer as a result
of or in connection with the failure by the Master Servicer to perform the obligations or responsibilities imposed upon or undertaken
by the Master Servicer under this Agreement.
WMMSC agrees to indemnify and hold the Trust Administrator harmless from and against any and all losses, claims,
expenses, costs or liabilities (including attorneys fees and court costs) incurred by the Trust Administrator as a result of or in
connection with the failure by WMMSC to perform the obligations or responsibilities imposed upon or undertaken by WMMSC under this
Agreement.
The Trust Administrator agrees to indemnify and hold WMMSC harmless from and against any and all losses, claims,
expenses, costs or liabilities (including attorneys fees and court costs) incurred by WMMSC as a result of or in connection with the
failure by the Trust Administrator to perform the obligations or responsibilities imposed upon or undertaken by the Trust
Administrator under this Agreement.
SECTION 3.19. Notification of Adjustments.
With respect to each Mortgage Loan, the related Servicer shall adjust the Mortgage Rate on the related Adjustment
Date in compliance with the requirements of applicable law and the related Mortgage and Mortgage Note. The related Servicer shall
execute and deliver any and all necessary notices required under applicable law and the terms of the related Mortgage Note and
Mortgage regarding the Mortgage Rate adjustments. Upon the discovery by the related Servicer or the receipt of notice from the Trust
Administrator that such Servicer has failed to adjust a Mortgage Rate in accordance with the terms of the related Mortgage Note, such
Servicer shall immediately deposit in the Certificate Account from its own funds the amount of any interest loss or deferral caused
the Trust Administrator thereby.
SECTION 3.20. Designated Mortgage Loans.
(a) For and on behalf of the Certificateholders, the Master Servicer shall oversee and enforce the obligation
of each Designated Servicer to service and administer the related Designated Mortgage Loans in accordance with the terms of the
related Designated Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary
or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master
Servicer shall act in a manner consistent with this Agreement and with customary and usual standards of practice of prudent mortgage
loan master servicers. Furthermore, the Master Servicer shall oversee and consult with each Designated Servicer as necessary from
time-to-time to carry out the Master Servicer's obligations hereunder, and shall receive, review and evaluate all reports,
information and other data provided to the Master Servicer by each Designated Servicer.
The Master Servicer shall terminate the rights and obligations of any Designated Servicer under the related
Designated Servicing Agreement, upon the failure of such Designated Servicer to perform any of its obligations under such Designated
Servicing Agreement, which failure results in an event of default as provided in such Designated Servicing Agreement. In the event a
Designated Servicer is terminated pursuant to the preceding sentence, the Master Servicer shall notify the Depositor and the Trust
Administrator and shall either (a) select and engage a successor servicer of the related Mortgage Loans or (b) act as successor
servicer of the related Mortgage Loans. In either case, the Designated Mortgage Loans related to such Designated Servicing Agreement
shall be serviced by the successor to such Designated Servicer pursuant to the servicing provisions of this Agreement, and such
Designated Mortgage Loans shall be deemed as "Non-Designated Mortgage Loans" under this Agreement; provided, however, it is
understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual
servicing functions can be fully transferred to such successor Designated Servicer. Such enforcement, including, without limitation,
the legal prosecution of claims, termination of Designated Servicing Agreements and the pursuit of other appropriate remedies, shall
be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would
require were it the owner of the related Mortgage Loans. The Master Servicer shall pay the costs of such enforcement at its own
expense, provided that the Master Servicer shall not be required to prosecute or defend any legal action except to the extent that
the Master Servicer shall have received reasonable indemnity for its costs and expenses in pursuing such action.
To the extent that the costs and expenses of the Master Servicer related to any termination of a Designated
Servicer, appointment of a successor Designated Servicer or the transfer and assumption of servicing by the Master Servicer with
respect to any Designated Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence
costs and expenses associated with an evaluation of the potential termination of a Designated Servicer as a result of an event of
default by such Designated Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all
servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by
the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer
to service the Mortgage Loans in accordance with this Agreement) are not fully reimbursed by the terminated Designated Servicer, the
Master Servicer shall be entitled to reimbursement of such costs and expenses from the Trust.
(b) Each month, if a Designated Servicer fails to make a required Advance by the date such Advance is required
to be made under the related Designated Servicing Agreement, the Master Servicer shall on the Cash Remittance Date deposit in the
amount of any required Advance in the Certificate Account.
(c) Each month, the Master Servicer shall make Compensating Interest Payments with respect to the Designated
Mortgage Loans to the extent provided in Section 3.03.
SECTION 3.21. Assigned Prepayment Premiums.
(a) Notwithstanding anything in this Agreement to the contrary, in the event of a Principal Prepayment, the
applicable Servicer may not waive any Assigned Prepayment Premium or portion thereof required by the terms of the related Mortgage
Note unless (i) the related Mortgage Loan is in default or foreseeable default and such waiver (a) is standard and customary in
servicing mortgage loans similar to the Mortgage Loans and (b) would, in the reasonable judgment of such Servicer, maximize recovery
of total proceeds taking into account the value of such Assigned Prepayment Premium and the related Mortgage Loan, (ii) (A) the
enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership, or other similar law relating to
creditors' rights generally or (2) due to acceleration in connection with a foreclosure or other involuntary payment, or (B) the
enforceability is otherwise limited or prohibited by applicable law, (iii) the enforceability would be considered "predatory"
pursuant to written guidelines issued by any applicable federal, state or local authority having jurisdiction over such matters,
(iv) such Servicer is unable to locate documentation sufficient to allow it to confirm the existence and amount of such Assigned
Prepayment Premium after using commercially reasonable efforts to locate such documentation, which efforts shall include, but are not
limited to, seeking such documentation from the Depositor, the Seller, the related Custodian and from its own records or files or (v)
the related Mortgaged Property has been damaged such that the current value of the Mortgaged Property has been reduced by at least
half as a result of a natural disaster or other insured or uninsured peril, and the borrower has elected to pay the loan in full
rather than rebuild the Mortgaged Property. For the avoidance of doubt, the applicable Servicer may waive an Assigned Prepayment
Premium in connection with a short sale or short payoff on a defaulted Mortgage Loan. If an applicable Servicer has waived all or a
portion of an Assigned Prepayment Premium relating to a Principal Prepayment, other than as provided above, such Servicer shall
deliver to the Trust Administrator no later than the next succeeding Cash Remittance Date, for deposit into the Certificate Account,
the amount of such Assigned Prepayment Premium (or such portion thereof as had been waived) for distribution in accordance with the
terms of this Agreement, and if such Servicer fails to deliver such amount, any of the Trust Administrator, the Master Servicer, the
Trustee or the Seller may enforce such obligation of such Servicer to make such payment. If such Servicer has waived all or a
portion of an Assigned Prepayment Premium for any reason, it shall include such information, including the reason for such waiver, in
any monthly reports it provides, and such Servicer if other than Xxxxx Fargo, shall notify the Trust Administrator, the Seller, the
Master Servicer and the Trustee of such waiver, and if such Servicer is Xxxxx Fargo, Xxxxx Fargo shall notify the Trust Administrator
and the Trust Administrator shall forward any such notice to the Seller, the Master Servicer and the Trustee. Notwithstanding any
provision in this Agreement to the contrary, in the event the Assigned Prepayment Premium payable under the terms of the related
Mortgage Note is less than the amount of the Assigned Prepayment Premium set forth in the Mortgage Loan Schedule or other information
provided to the applicable Servicer, such Servicer shall not have any liability or obligation with respect to such difference. The
Master Servicer shall not have any responsibility for verifying the accuracy of the amount of Assigned Prepayment Premiums remitted
by the Servicers.
(b) Notwithstanding anything in this Agreement to the contrary, the Trustee and the Trust Administrator shall
have no obligation to collect Prepayment Premiums from any Servicer or Designated Servicer other than Xxxxx Fargo, in its capacity as
a Servicer (or any of its successors and assigns), GreenPoint (or any of its successors and assigns) or SPS (or any of its successors
and assigns).
ARTICLE IV
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS
SECTION 4.01. Priorities of Distribution.
As set forth in Section 4.01 of the Series Supplement.
SECTION 4.02. Allocation of Losses.
As set forth in Section 4.02 of the Series Supplement.
SECTION 4.03. Recoveries.
As set forth in Section 4.03 of the Series Supplement.
SECTION 4.04. Monthly Statements to Certificateholders.
(a) Not later than each Distribution Date, the Trust Administrator shall prepare and cause to be made available
to each Certificateholder, the Master Servicer, each Servicer, the Trustee, the Depositor, the Swap Counterparty and each Rating
Agency, a statement setting forth with respect to the related distribution: (A) the items listed in Exhibit T, other than items
(vi)(a), (vi)(b), (vi)(c) and (vi)(d), (B) the amounts on deposit in each Prefunding Account (including a breakdown of amounts
released during the prior calendar month in respect of Aggregate Subsequent Transfer Amounts) and (C) the amount on deposit in each
Capitalized Interest Account (including a breakdown of amounts released for the calendar month preceding such Distribution Date).
The Trust Administrator's responsibility for disbursing the above information to the Certificateholders is limited
to the availability, timeliness and accuracy of the information derived from the Master Servicer and each Servicer, which shall be
provided as required in Section 4.05.
On each Distribution Date, the Trust Administrator shall provide Bloomberg Financial Markets, L.P. ("Bloomberg")
CUSIP level factors for each Class of Offered Certificates as of such Distribution Date, using a format and media mutually acceptable
to the Trust Administrator and Bloomberg. In connection with providing the information specified in this Section 4.04 to Bloomberg,
the Trust Administrator and any director, officer, employee or agent of the Trust Administrator shall be indemnified and held
harmless by DLJMC, to the extent, in the manner and subject to the limitations provided in Section 9.05. The Trust Administrator
shall also make the monthly statements to Certificateholders available each month to each party referred to in Section 4.04(a) via
the Trust Administrator's website. The Trust Administrator's website can be accessed at xxxx://xxx.xxxxxxx.xxx or at such other site
as the Trust Administrator may designate from time to time. Persons that are unable to use the above website are entitled to have a
paper copy mailed to them via first class mail by calling the Trust Administrator at 000-000-0000. The Trust Administrator shall
have the right to change the way the reports referred to in this Section 4.04 are distributed in order to make such distribution more
convenient and/or more accessible to the above parties and to the Certificateholders. The Trust Administrator shall provide timely
and adequate notification to all above parties and to the Certificateholders regarding any such change. The Trust Administrator may
fully rely upon and shall have no liability with respect to information provided by the Master Servicer or any Servicer.
(b) Upon request, within a reasonable period of time after the end of each calendar year, the Trust
Administrator shall cause to be furnished to each Person who at any time during the calendar year was a Certificateholder, a
statement containing the information set forth in items (i)(c), (i)(d), (ii)(c) and (ii)(d) of Exhibit T aggregated for such calendar
year or applicable portion thereof during which such Person was a Certificateholder. Such obligation of the Trust Administrator
shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Trust
Administrator pursuant to any requirements of the Code as from time to time in effect.
(c) In addition to the foregoing, the Trust Administrator shall post an electronic file containing current loan
level data with respect to the Mortgage Loans ("Loan Level Data"), on a monthly basis, to the website referred to in Section
4.04(a). The Loan Level Data will include fields as agreed to by the Depositor and the Trust Administrator from time to time. The
Loan Level Data will be based solely on information provided by the Servicers, and the Trust Administrator's provision of the Loan
Level Data is subject to the availability, timeliness and accuracy of the information provided by the Servicers. The Loan Level Data
will not include any personally identifiable information, including but not limited to: borrower name, borrower address, property
address, borrower social security number, and originator's loan account number. The Loan Level Data may include recent property
valuation information, including based on a recent broker's price opinion. As agreed to by the Depositor and the Trust
Administrator, the format of the Loan Level Data may be modified at any time, and the posting of the Loan Level Data may be
discontinued at any time. The Trust Administrator shall not be required to provide the Loan Level Data in paper form.
SECTION 4.05. Servicer to Cooperate.
Each Servicer (other than WMMSC and SPS) shall provide to the Master Servicer, the information set forth in
Exhibits H-1, H-2 and H-3 and any other information the Master Servicer requires, and SPS shall provide to the Master Servicer, the
information set forth in Exhibits H-1, H-2, P and Q and any other information the Master Servicer requires, in each case in such form
as the Master Servicer shall reasonably request, or in such form as may be mutually agreed upon between such Servicer and the Master
Servicer, with respect to each Mortgage Loan serviced by such Servicer no later than (i) with respect to a Servicer other than Xxxxx
Fargo, 12:00 noon (New York City time) on the Data Remittance Date, and (ii) with respect to Xxxxx Fargo, on the Data Remittance
Date, to enable the Master Servicer to provide such information to the Trust Administrator.
Each Servicer (other than WMMSC) also shall provide to the Master Servicer, the information set forth in
Exhibit H-1, solely relating to Payoffs received during the related Prepayment Period, in such form as the Master Servicer shall
reasonably request, or in such form as may be mutually agreed upon between such Servicer and the Master Servicer, with respect to
each Mortgage Loan serviced by such Servicer no later than the Additional Data Remittance Date, to enable the Master Servicer to
provide such information to the Trust Administrator.
The Master Servicer, with respect to the Mortgage Loans which are not WMMSC Serviced Mortgage Loans, and WMMSC, with
respect to the WMMSC Serviced Mortgage Loans, shall provide to the Trust Administrator the information set forth in Exhibits H-1, H-2
and H-3 in such form as the Trust Administrator shall reasonably request no later than 12:00 noon (New York City time) on the related
Data Remittance Date or on the related Additional Data Remittance Date, as applicable, to enable the Trust Administrator to calculate
the amounts to be distributed to each Class of Certificates and otherwise perform its distribution, accounting and reporting
requirements hereunder.
SECTION 4.06. Cross-Collateralization; Adjustments to Available Funds.
As set forth in Section 4.06 of the Series Supplement.
SECTION 4.07. Interest Rate Cap Account(s).
As set forth in Section 4.07 of the Series Supplement.
SECTION 4.08. Supplemental Interest Trust(s).
As set forth in Section 4.08 of the Series Supplement.
SECTION 4.09. Rights of Swap Counterparty.
The Swap Counterparty, if any, shall be deemed a third-party beneficiary of this Agreement to the same extent as if
it were a party hereto and shall have the right to enforce its rights under this Agreement. For the protection and enforcement of
the provisions of this Section, the Swap Counterparty shall be entitled to relief as can be given either at law or in equity.
SECTION 4.10. Replacement Swap Counterparty.
As set forth in Section 4.10 of the Series Supplement.
ARTICLE V
ADVANCES BY THE MASTER SERVICER AND SERVICERS
SECTION 5.01. Advances by the Trust Administrator, Master Servicer and Servicers.
With respect to the Non-Designated Mortgage Loans, each Servicer shall deposit in the related Collection Account as
Advances an amount equal to all Scheduled Payments (with interest at the Mortgage Rate less the Servicing Fee Rate) which were due on
such Non-Designated Mortgage Loans serviced by it during the applicable Collection Period and which were delinquent at the close of
business on the immediately preceding Determination Date; provided, however, that with respect to any Balloon Loan that is delinquent
on its maturity date, a Servicer shall not be required to advance the related balloon payment but shall be required to continue to
make Advances in accordance with this Section 5.01 with respect to such Balloon Loan in an amount equal to (a) for each Servicer
other than WMMSC, an assumed scheduled payment that would otherwise be due based on the original amortization schedule for that
Mortgage Loan (with interest at the Mortgage Rate less the Servicing Fee Rate) and (b) for WMMSC, one month's interest on the
outstanding principal balance at the applicable Mortgage Rate, in each case to the extent the related Servicer deems such amount to
be recoverable. Each Servicer's obligation to make such Advances as to any related Non-Designated Mortgage Loan shall continue
through the last Scheduled Payment due prior to the payment in full of such Non-Designated Mortgage Loan, or through the date that
the related Mortgaged Property has, in the judgment of the related Servicer, been completely liquidated. Each Servicer shall not be
required to advance shortfalls of principal or interest resulting from the application of the Relief Act.
With respect to any Non-Designated Mortgage Loan, to the extent required by Accepted Servicing Practices, the Master
Servicer and each Servicer shall be obligated to make Advances in accordance with the provisions of this Agreement; provided,
however, that such obligation with respect to any related Non-Designated Mortgage Loan shall cease if the Master Servicer or a
Servicer determines, in its reasonable opinion, that Advances with respect to such Non-Designated Mortgage Loan are Nonrecoverable
Advances. In the event that the Master Servicer or such Servicer determines that any such Advances are Nonrecoverable Advances, the
Master Servicer or such Servicer shall provide the Trust Administrator with a certificate signed by a Servicing Officer evidencing
such determination.
With respect to any Non-Designated Mortgage Loan, if the amount of Advances received from a Servicer (other than
WMMSC) is less than the amount required to be advanced by such Servicer, the Master Servicer shall be obligated to make a payment in
an amount equal to such deficiency, subject to any determination by the Master Servicer that any portion of the amount required to be
advanced is a Nonrecoverable Advance. With respect to any WMMSC Serviced Mortgage Loan, if the amount of Advances received from
WMMSC is less than the amount required to be advanced by WMMSC, the Trust Administrator shall be obligated to make a payment in an
amount equal to such deficiency, subject to any determination by the Trust Administrator that any portion of the amount required to
be advanced is a Nonrecoverable Advance.
With respect to any of the Non-Designated Mortgage Loans, if an Advance is required to be made hereunder by a
Servicer, such Servicer shall on the Cash Remittance Date either (i) deposit in the Collection Account from its own funds an amount
equal to such Advance, (ii) cause to be made an appropriate entry in the records of the Collection Account that funds in such account
being held for future distribution or withdrawal have been, as permitted by this Section 5.01, used by such Servicer to make such
Advance or (iii) make Advances in the form of any combination of clauses (i) and (ii) aggregating the amount of such Advance. Any
such funds being held in a Collection Account for future distribution and so used shall be replaced by such Servicer from its own
funds by deposit in such Collection Account on or before any future Distribution Date in which such funds would be due or from other
funds in such Collection Account being held for future distribution at that time.
With respect to any Designated Mortgage Loan, the Master Servicer shall make Advances as required by
Section 3.20(b) of this Agreement.
ARTICLE VI
THE CERTIFICATES
SECTION 6.01. The Certificates.
The Certificates shall be in substantially the forms set forth in Xxxxxxxx X, X, X, X-0, X-0, E, F and G hereto,
with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or as
may in the reasonable judgment of the Trust Administrator or the Depositor be necessary, appropriate or convenient to comply, or
facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any securities exchange on which any of the Certificates
may be listed, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by their
execution thereof.
Subject to Section 11.03 respecting the final distribution on the Certificates, on each Distribution Date the Trust
Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer
in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if
(i) such Holder has so notified the Trust Administrator at least five Business Days prior to the related Record Date and (ii) such
Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Principal Balance of any Class of Certificates or
(c) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class
mail to such Certificateholder at the address of such holder appearing in the Certificate Register.
The definitive Certificates shall be printed, typewritten, lithographed or engraved or produced by any combination
of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which any of the
Certificates may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution thereof.
The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess
thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable
minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement of the Series Supplement.
The Certificates shall be executed by manual or facsimile signature on behalf of the Trust Administrator by a
Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such
signatures were affixed, authorized to sign on behalf of the Trust Administrator shall bind the Trust Administrator, notwithstanding
that such individuals or any of them have ceased to be so authorized prior to the authentication and delivery of such Certificates or
did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or
be valid for any purpose, unless there appears on such Certificate a certificate of authentication executed by the Trust
Administrator by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the
only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication.
SECTION 6.02. Registration of Transfer and Exchange of Certificates.
(a) The Trust Administrator shall maintain, or cause to be maintained, a Certificate Register in which, subject
to such reasonable regulations as it may prescribe, the Trust Administrator shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate, the
Trust Administrator shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new
Certificates in like aggregate interest and of the same Class.
(b) At the option of a Certificateholder, Certificates may be exchanged for other Certificates of authorized
denominations and the same aggregate interest in the Trust Fund and of the same Class, upon surrender of the Certificates to be
exchanged at the office or agency of the Trust Administrator set forth in Section 6.06. Whenever any Certificates are so surrendered
for exchange, the Trust Administrator shall execute, authenticate and deliver the Certificates which the Certificateholder making the
exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the Trust Administrator duly executed by the Holder thereof
or his attorney duly authorized in writing.
(c) No service charge to the Certificateholders shall be made for any registration of transfer or exchange of
Certificates, but payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any
transfer or exchange of Certificates may be required.
(d) All Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently
destroyed by the Trust Administrator in accordance with the Trust Administrator's customary procedures.
(e) No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective
registration statement under the 1933 Act and effective registration or qualification under applicable state securities laws, or is
made in a transaction which does not require such registration or qualification. Except in connection with any transfer of a Private
Certificate by the Depositor to any affiliate or any transfer of a Private Certificate from the Depositor or an affiliate of the
Depositor to an owner trust or other entity established by the Depositor, in the event that a transfer is to be made in reliance upon
an exemption from the 1933 Act and such laws, in order to assure compliance with the 1933 Act and such laws, the Certificateholder
desiring to effect such transfer and such Certificateholder's prospective transferee shall each certify to the Trust Administrator in
writing the facts surrounding the transfer in substantially the form set forth in Exhibit L (the "Transferor Certificate") and
(i) deliver a letter in substantially the form of either (A) Exhibit M-1 (the "Investment Letter"), provided that all of the Private
Certificates of a Class shall be transferred to one investor or the Depositor otherwise consents to such transfer, (B) Exhibit M-2
(the "Rule 144A Letter") or (C) Exhibit M-3 (the "Regulation S Letter") or (ii) there shall be delivered to the Trust Administrator
at the expense of the transferor an Opinion of Counsel that such transfer may be made pursuant to an exemption from the 1933 Act.
The Depositor shall provide to any Holder of a Private Certificate and any prospective transferee designated by any such Holder,
information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the
condition to eligibility set forth in Rule 144A(d)(4) or Regulation S, as applicable, for transfer of any such Certificate without
registration thereof under the 1933 Act pursuant to the registration exemption provided by Rule 144A or Regulation S. The Trust
Administrator shall cooperate with the Depositor in providing the information referenced in the preceding sentence, including
providing to the Depositor such information regarding the Certificates, the Mortgage Loans and other matters regarding the Trust Fund
as the Depositor shall reasonably request to meet its obligation under the preceding sentence. Each Holder of a Private Certificate
desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust Administrator, the Depositor, the Seller, the
Master Servicer, each Servicer, the Special Servicer and the Modification Oversight Agent against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and state laws.
(f) Except in connection with any transfer of a Private Certificate by the Depositor to any affiliate or any
transfer of a Private Certificate from the Depositor or an affiliate of the Depositor to an owner trust or other entity established
by the Depositor, no transfer of an ERISA-Restricted Certificate (except for the Residual Certificates) shall be made unless the
Trust Administrator shall have received in accordance with Exhibit X-0, Xxxxxxx X-0 or Exhibit M-3, as applicable, either (i) a
representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trust
Administrator, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or
Section 4975 of the Code, or a person using the assets of any such plan or arrangement, which representation letter shall not be an
expense of the Trustee, the Trust Administrator or the Trust Fund, (ii) if the purchaser is an insurance company and the Certificate
has been the subject of an ERISA-Qualifying Underwriting, a representation that the purchaser is an insurance company which is
purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e)
of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered
under Sections I and III of PTCE 95-60 or (iii) in the case of any such Certificate presented for registration in the name of an
employee benefit plan or arrangement subject to Section 406 of ERISA or Section 4975 of the Code (or comparable provisions of any
subsequent enactments), or a person using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trust
Administrator to the effect that the purchase or holding of such Certificate will not result in prohibited transactions under
Section 406 of ERISA and/or Section 4975 of the Code and will not subject the Depositor, the Trustee, the Trust Administrator, the
Master Servicer or any other Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel
shall not be an expense of such parties or the Trust Fund. No transfer of a Residual Certificate shall be made unless the Trust
Administrator shall have received, in accordance with Exhibit N, a representation letter from the transferee of such Certificate,
acceptable to and in form and substance satisfactory to the Trust Administrator, to the effect that such transferee is not an
employee benefit plan or arrangement subject to Section 406 of ERISA or Section 4975 of the Code, or a person using the assets of any
such plan or arrangement, which representation letter shall not be an expense of the Trustee, the Trust Administrator or the Trust
Fund. In the event the representations referred to in this Section 6.02(f) are not furnished, such representations shall be deemed
to have been made to the trustee by the transferee's acceptance of such ERISA-Restricted Certificate by any beneficial owner who
purchases an interest in such Certificate if such Certificate is a Book-Entry Certificate. In the event that a representation is
violated, or any attempt to transfer an ERISA-Restricted Certificate to a plan or arrangement or person using a plan's or
arrangement's assets is attempted without the delivery to the Trust Administrator of the Opinion of Counsel described above, the
attempted transfer or acquisition of such Certificate shall be void and of no effect.
(g) Additional restrictions on transfers of the Residual Certificates are set forth below:
(i) Each Person who has or who acquires any ownership interest in a Residual Certificate shall be
deemed by the acceptance or acquisition of such ownership interest to have agreed to be bound by the following provisions
and to have irrevocably authorized the Trust Administrator or its designee under clause (iii)(A) below to deliver payments
to a Person other than such Person and to negotiate the terms of any mandatory sale under clause (iii)(B) below and to
execute all instruments of transfer and to do all other things necessary in connection with any such sale. The rights of
each Person acquiring any ownership interest in a Residual Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any ownership interest in a Residual Certificate shall
be other than a Disqualified Organization and shall promptly notify the Trust Administrator of any change or impending
change in its status as other than a Disqualified Organization.
(B) In connection with any proposed transfer of any ownership interest in a Residual
Certificate to a U.S. Person, the Trust Administrator shall require delivery to it, and shall not register the transfer
of a Residual Certificate until its receipt of (1) an affidavit and agreement (a "Transferee Affidavit and Agreement"
attached hereto as Exhibit N) from the proposed transferee, in form and substance satisfactory to the Trust
Administrator, representing and warranting, among other things, that it is not a non U.S. Person, that such transferee
is other than a Disqualified Organization, that it is not acquiring its ownership interest in a Residual Certificate
that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not other than a
Disqualified Organization, that for so long as it retains its ownership interest in a Residual Certificate, it shall
endeavor to remain other than a Disqualified Organization, and that it has reviewed the provisions of this
Section 6.02(g) and agrees to be bound by them, and (2) a certificate, attached hereto as Exhibit O, from the Holder
wishing to transfer a Residual Certificate, in form and substance satisfactory to the Trust Administrator, representing
and warranting, among other things, that no purpose of the proposed transfer is to allow such Holder to impede the
assessment or collection of tax.
(C) Notwithstanding the delivery of a Transferee Affidavit and Agreement by a proposed
transferee under clause (B) above, if the Trust Administrator has actual knowledge that the proposed transferee is not
other than a Disqualified Organization, no transfer of an ownership interest in a Residual Certificate to such proposed
transferee shall be effected.
(D) Each Person holding or acquiring any ownership interest in a Residual Certificate agrees,
by holding or acquiring such ownership interest, to require a Transferee Affidavit and Agreement from the other Person
to whom such Person attempts to transfer its ownership interest and to provide a certificate to the Trust Administrator
in the form attached hereto as Exhibit O.
(ii) The Trust Administrator shall register the transfer of any Residual Certificate only if it shall
have received the Transferee Affidavit and Agreement, a certificate of the Holder requesting such transfer in the form
attached hereto as Exhibit O and all of such other documents as shall have been reasonably required by the Trust
Administrator as a condition to such registration.
(iii) (A) If any Disqualified Organization shall become a Holder of a Residual Certificate, then
the last preceding Holder that was other than a Disqualified Organization shall be restored, to the extent permitted by
law, to all rights and obligations as Holder thereof retroactive to the date of registration of such transfer of such
Residual Certificate. If any non U.S. Person shall become a Holder of a Residual Certificate, then the last preceding
Holder that is a U.S. Person shall be restored, to the extent permitted by law, to all rights and obligations as Holder
thereof retroactive to the date of registration of the transfer to such non U.S. Person of such Residual Certificate. If
a transfer of a Residual Certificate is disregarded pursuant to the provisions of Treasury Regulations Section 1.860E-1
or Section 1.860G-3, then the last preceding Holder that was other than a Disqualified Organization shall be restored,
to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration
of such transfer of such Residual Certificate. The Trust Administrator shall be under no liability to any Person for any
registration of transfer of a Residual Certificate that is in fact not permitted by this Section 6.02(g) or for making
any payments due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder
under the provisions of this Agreement.
(B) If any purported transferee of a Residual Certificate shall become a Holder of a Residual
Certificate in violation of the restrictions in this Section 6.02(g) and to the extent that the retroactive restoration
of the rights of the Holder of such Residual Certificate as described in clause (iii)(A) above shall be invalid, illegal
or unenforceable, then the Depositor shall have the right, without notice to the Holder or any prior Holder of such
Residual Certificate, to sell such Residual Certificate to a purchaser selected by the Depositor on such terms as the
Depositor may choose. Such purported transferee shall promptly endorse and deliver a Residual Certificate in accordance
with the instructions of the Depositor. Such purchaser may be the Depositor itself or any affiliate of the Depositor.
The proceeds of such sale, net of the commissions (which may include commissions payable to the Depositor or its
affiliates), expenses and taxes due, if any, shall be remitted by the Depositor to such purported transferee. The terms
and conditions of any sale under this clause (iii)(B) shall be determined in the sole discretion of the Depositor, and
the Depositor shall not be liable to any Person having an ownership interest or a purported ownership interest in a
Residual Certificate as a result of its exercise of such discretion.
(iv) The Master Servicer and each Servicer, on behalf of the Trust Administrator, shall make available,
upon written request from the Trust Administrator, all information reasonably available to it that is necessary to compute
any tax imposed (A) as a result of the transfer of an ownership interest in a Residual Certificate to any Person who is not
other than a Disqualified Organization, including the information regarding "excess inclusions" of such Residual Certificate
required to be provided to the Internal Revenue Service and certain Persons as described in Treasury Regulation
Section 1.860D 1(b)(5), and (B) as a result of any regulated investment company, real estate investment trust, common trust
fund, partnership, trust, estate or organizations described in Section 1381 of the Code having as among its record holders
at any time any Person who is not other than a Disqualified Organization. Reasonable compensation for providing such
information may be required by the Master Servicer or the related Servicer from such Person.
(v) The provisions of this Section 6.02(g) set forth prior to this Section 6.02(g)(v) may be modified,
added to or eliminated by the Depositor, provided that there shall have been delivered to the Trust Administrator the
following:
(A) written notification from each Rating Agency to the effect that the modification,
addition to or elimination of such provisions will not cause such Rating Agency to downgrade its then current rating of
the Certificates; and
(B) a certificate of the Depositor stating that the Depositor has received an Opinion of
Counsel, in form and substance satisfactory to the Depositor, to the effect that such modification, addition to or
elimination of such provisions will not cause the Trust Fund to cease to qualify as a REMIC and will not create a risk
that (i) the Trust Fund may be subject to an entity level tax caused by the transfer of a Residual Certificate to a
Person which is not other than a Disqualified Organization or (2) a Certificateholder or another Person will be subject
to a REMIC related tax caused by the transfer of applicable Residual Certificate to a Person which is not other than a
Disqualified Organization.
(vi) The following legend shall appear on each Residual Certificate:
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A
TRANSFER AFFIDAVIT TO THE DEPOSITOR AND THE TRUST ADMINISTRATOR THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED
STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN
SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS
SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF
THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), OR (C) BEING HEREINAFTER REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS
TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN
REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION
OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT
WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT
NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF
THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
(h) The Trust Administrator shall have no liability to the Trust Fund arising from a transfer of any such
Certificate in reliance upon a certification, ruling or Opinion of Counsel described in this Section 6.02; provided, however, that
the Trust Administrator shall not register the transfer of any Residual Certificate if it has actual knowledge that the proposed
transferee does not meet the qualifications of a permitted Holder of a Residual Certificate as set forth in this Section 6.02.
(i) Each Holder of a Swap Certificate or any interest therein shall be deemed to have represented, by its
acquisition or holding of such certificate or any interest therein, that as of any date prior to the termination of the Swap
Agreement, at least one of PTCE 84-14, 90-1, 91-38, 95-60 or 96-23 or other applicable exemption applies to such Holder's right to
receive payments from the Supplemental Interest Trust.
SECTION 6.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (a) any mutilated Certificate is surrendered to the Trust Administrator, or the Trust Administrator receives
evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there is delivered to each Servicer, the
Trustee and the Trust Administrator such security or indemnity as may be required by them to save each of them harmless, then, in the
absence of notice to the Trustee and the Trust Administrator that such Certificate has been acquired by a protected purchaser, the
Trust Administrator shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor and interest in the Trust Fund. In connection with the issuance of any new
Certificate under this Section 6.03, the Trust Administrator may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trust
Administrator) connected therewith. Any replacement Certificate issued pursuant to this Section 6.03 shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.
SECTION 6.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer, each Servicer, the Trust Administrator, and
any agent of the Master Servicer or any Servicer, the Trust Administrator may treat the person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving distributions as provided in this Agreement and for all
other purposes whatsoever, and none of the Master Servicer or the Servicers, the Trust Administrator, nor any agent of the Master
Servicer or a Servicer or the Trust Administrator shall be affected by any notice to the contrary.
SECTION 6.05. Access to List of Certificateholders' Names and Addresses.
(a) If three or more Certificateholders (i) request in writing from the Trust Administrator a list of the names
and addresses of Certificateholders, (ii) state that such Certificateholders desire to communicate with other Certificateholders with
respect to their rights under this Agreement or under the Certificates and (iii) provide a copy of the communication which such
Certificateholders propose to transmit, then the Trust Administrator shall, within ten Business Days after the receipt of such
request, afford such Certificateholders access during normal business hours to a current list of the Certificateholders. The expense
of providing any such information requested by a Certificateholder shall be borne by the Certificateholders requesting such
information and shall not be borne by the Trust Administrator or the Trustee. Every Certificateholder, by receiving and holding a
Certificate, agrees that the Trustee and the Trust Administrator shall not be held accountable by reason of the disclosure of any
such information as to the list of the Certificateholders hereunder, regardless of the source from which such information was derived.
(b) The Master Servicer and each Servicer, so long as it is a servicer hereunder, DLJMC and the Depositor shall
have unlimited access to a list of the names and addresses of the Certificateholders which list shall be provided by the Trust
Administrator promptly upon request.
SECTION 6.06. Maintenance of Office or Agency.
The Trust Administrator shall maintain or cause to be maintained at its expense an office or offices or agency or
agencies in Minneapolis, Minnesota where Certificates may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Trust Administrator in respect of the Certificates and this Agreement may be served. The Trust
Administrator initially designates its Corporate Trust Office as its office for such purpose. The Trust Administrator shall give
prompt written notice to the Certificateholders of any change in the location of any such office or agency.
SECTION 6.07. Book-Entry Certificates.
Notwithstanding the foregoing, the Book-Entry Certificates, upon original issuance, shall be issued in the form of
one or more typewritten Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency,
by, or on behalf of, the Depositor. The Book-Entry Certificates shall initially be registered on the Certificate Register in the
name of Cede & Co., the nominee of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive
certificate representing such Beneficial Holder's interest in the Certificates, except as provided in Section 6.09. Unless and until
definitive, fully registered Certificates ("Definitive Certificates") have been issued to the Beneficial Holders pursuant to
Section 6.09:
(a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry
Certificates;
(b) the Depositor and the Trust Administrator may deal with the Clearing Agency for all purposes with respect
to the Book-Entry Certificates (including the making of distributions on such Certificates) as the sole Holder of such Certificates;
(c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this
Agreement, the provisions of this Section 6.07 shall control; and
(d) the rights of the Beneficial Holders of the Book-Entry Certificates shall be exercised only through the
Clearing Agency and the Participants and shall be limited to those established by law and agreements between such Beneficial Holders
and the Clearing Agency and/or the Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are
issued pursuant to Section 6.09, the initial Clearing Agency will make book-entry transfers among the Participants and receive and
transmit distributions of principal and interest on the related Book-Entry Certificates to such Participants.
For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the
direction of, Holders of the Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of
such Certificates, such direction or consent may be given by the Clearing Agency at the direction of Beneficial Holders owning such
Certificates evidencing the requisite percentage of principal amount of such Certificates. The Clearing Agency may take conflicting
actions with respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.
SECTION 6.08. Notices to Clearing Agency.
Whenever notice or other communication to the Holders of Book-Entry Certificates is required under this Agreement,
unless and until Definitive Certificates shall have been issued to the related Certificateholders pursuant to Section 6.09, the Trust
Administrator shall give all such notices and communications specified herein to be given to Holders of the Book-Entry Certificates
to the Clearing Agency which shall give such notices and communications to the related Participants in accordance with its applicable
rules, regulations and procedures.
SECTION 6.09. Definitive Certificates.
If (a) the Depositor advises the Trust Administrator in writing that the Clearing Agency is no longer willing or
able to properly discharge its responsibilities under the Depository Agreement with respect to the Certificates and the Trust
Administrator or the Depositor is unable to locate a qualified successor, (b) the Depositor, with the consent of the applicable
Participants, advises the Trust Administrator in writing that it elects to terminate the book-entry system with respect to the
Book-Entry Certificates through the Clearing Agency or (c) after the occurrence of an Event of Default, Holders of Book-Entry
Certificates evidencing not less than 66-2/3% of the aggregate Class Principal Balance of the Book-Entry Certificates advise the
Trust Administrator in writing that the continuation of a book-entry system with respect to the such Certificates through the
Clearing Agency is no longer in the best interests of the Holders of such Certificates with respect to the Book-Entry Certificates
and the applicable Participants consent, the Trust Administrator shall notify all Holders of such Certificates of the occurrence of
any such event and the availability of Definitive Certificates. Upon surrender to the Trust Administrator of such Certificates by
the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trust Administrator
shall authenticate and deliver the Definitive Certificates. Neither the Depositor nor the Trust Administrator shall be liable for
any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing
Agency shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with respect to such
Definitive Certificates, and the Trust Administrator shall recognize the Holders of Definitive Certificates as Certificateholders
hereunder.
ARTICLE VII
THE DEPOSITOR, THE SELLER, THE MASTER
SERVICER, THE SERVICERS, THE SPECIAL SERVICER AND THE MODIFICATION OVERSIGHT AGENT
SECTION 7.01. Liabilities of the Seller, the Depositor, the Master Servicer, the Servicers, the Special Servicer
and the Modification Oversight Agent.
The Depositor, the Seller, the Master Servicer, each Servicer, the Special Servicer and the Modification Oversight
Agent shall be liable under this Agreement to any other party to this Agreement, including the liability of each Servicer (other than
WMMSC) to the Master Servicer in accordance herewith only to the extent of the obligations specifically and respectively imposed upon
and undertaken by them herein.
SECTION 7.02. Merger or Consolidation of the Seller, the Depositor, the Master Servicer, the Servicers, the
Special Servicer or the Modification Oversight Agent.
Subject to the immediately succeeding paragraph, the Depositor, the Seller, the Master Servicer, each Servicer, the
Special Servicer and the Modification Oversight Agent shall each do or cause to be done all things necessary to preserve and keep in
full force and effect its existence, rights and franchises (charter and statutory) and shall each obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform its respective duties under
this Agreement.
Any Person into which the Depositor, the Seller, the Master Servicer, any Servicer, the Special Servicer or the
Modification Oversight Agent may be merged or consolidated, or any Person resulting from any merger or consolidation to which the
Depositor, the Seller, the Master Servicer, any Servicer, the Special Servicer or the Modification Oversight Agent shall be a party,
or any Person succeeding to the business of the Depositor, the Seller, the Master Servicer, any Servicer, the Special Servicer or the
Modification Oversight Agent, shall be the successor of the Depositor, the Seller, the Master Servicer, such Servicer, the Special
Servicer or the Modification Oversight Agent, as the case may be, hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that
(i) the successor or surviving Person to the Master Servicer, any such Servicer (other than WMMSC) or the Special Servicer shall be
qualified to sell mortgage loans to, and to service mortgage loans on behalf of, FNMA or FHLMC, and (ii) the successor or surviving
Person to WMMSC shall have a net worth of at least $15,000,000, unless each of the Rating Agencies acknowledge, at the expense of the
successor or surviving person to WMMSC, that its rating of the Certificates in effect immediately prior to such assignment will not
be qualified or reduced as a result of such successor or surviving Person to WMMSC not having a net worth of at least $15,000,000.
Notwithstanding anything else in this Section 7.02 or in Section 7.04 hereof to the contrary, the Master Servicer or
a Servicer may assign its rights and delegate its duties and obligations under this Agreement; provided, however, that the Master
Servicer or such Servicer gives the Depositor, the Trustee and the Trust Administrator notice of such assignment; provided, further,
(a) that such purchaser or transferee accepting such assignment and delegation shall be an institution that is a FNMA and FHLMC
approved seller/servicer in good standing, which has a net worth of at least $15,000,000, and which is willing to service the
Mortgage Loans and (b) such purchaser or transferee executes and delivers to the Depositor, the Trustee and the Trust Administrator
an agreement accepting such delegation and assignment, which contains an assumption by such Person of the rights, powers, duties,
responsibilities, obligations and liabilities of the Master Servicer or such Servicer, with like effect as if originally named as a
party to this Agreement; provided, further, that each of the Rating Agencies acknowledge that its rating of the Certificates in
effect immediately prior to such assignment will not be qualified or reduced as a result of such assignment and delegation. In the
case of any such assignment and delegation, the Master Servicer or such Servicer shall be released from its obligations under this
Agreement (except as provided above), except that the Master Servicer or the related Servicer shall remain liable for all liabilities
and obligations incurred by it as the Master Servicer or Servicer hereunder prior to the satisfaction of the conditions to such
assignment and delegation set forth in the preceding sentence.
SECTION 7.03. Limitation on Liability of the Seller, the Depositor, the Master Servicer, the Servicers, the
Special Servicer, the Modification Oversight Agent and Others.
(a) None of the Depositor, the Master Servicer, any Servicer, the Seller, the Special Servicer, the
Modification Oversight Agent, or any of the directors, officers, employees or agents of the Depositor, the Master Servicer, any
Servicer, the Seller, the Special Servicer or the Modification Oversight Agent shall be under any liability to the Certificateholders
for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in
judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer, any Servicer, the Seller, the
Special Servicer or the Modification Oversight Agent against any breach of representations, warranties or covenants (including any
indemnification obligations provided in Section 2.08) made by it herein or protect the Depositor, the Master Servicer, any Servicer,
the Seller, the Special Servicer or the Modification Oversight Agent or any such director, officer, employee or agent from any
liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of
duties or by reason of reckless disregard of obligations and duties hereunder.
The Depositor, the Master Servicer, any Servicer, the Seller, the Special Servicer and the Modification Oversight
Agent and any director, officer, employee or agent of the Depositor, the Master Servicer, any Servicer, the Seller, the Special
Servicer or the Modification Oversight Agent may rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer, any Servicer, the Seller, the
Special Servicer and the Modification Oversight Agent and any director, officer, employee or agent of the Depositor, the Master
Servicer, any Servicer, the Seller, the Special Servicer or the Modification Oversight Agent shall be indemnified by the Trust Fund
and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or
the Certificates, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence
in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder.
None of the Depositor, the Master Servicer, any Servicer, the Seller, the Special Servicer or the Modification
Oversight Agent shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its
respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the
Depositor, the Master Servicer, any Servicer, the Seller, the Special Servicer or the Modification Oversight Agent may in its
discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties
of the parties hereto and interests of the Trustee, the Trust Administrator and the Certificateholders hereunder. In such event, the
legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust
Fund, and the Depositor, the Master Servicer, any Servicer, the Seller, the Special Servicer and the Modification Oversight Agent, as
applicable, shall be entitled to be reimbursed therefor from the Trust Fund. The right of each Servicer and the Modification
Oversight Agent to indemnity and reimbursement pursuant to this Section 7.03 shall survive the resignation or termination of such
Servicer as set forth herein.
(b) Each Servicer and the Special Servicer shall indemnify the Trust Administrator and the Trustee and hold
them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and
related costs, judgments, and any other costs, fees and expenses that the Trust Administrator or the Trustee may sustain in any way
related to the failure of such Servicer or Special Servicer to perform its duties and service the Mortgage Loans in compliance with
the terms of this Agreement. The related Servicer or the Special Servicer, as applicable, shall notify immediately the Trust
Administrator and the Trustee if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with
the prior written consent of the Trust Administrator) the defense of any such claim and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it, the Trust
Administrator or the Trustee in respect of such claim. The related Servicer or the Special Servicer, as applicable, shall follow any
written instructions received from the Trust Administrator in connection with such claim. Except as otherwise provided herein, the
Trust Administrator promptly shall reimburse such Servicer or the Special Servicer, as applicable, for all amounts advanced by such
entity pursuant to the second preceding sentence except when the claim is in any way related to the failure of such Servicer or the
Special Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement.
SECTION 7.04. Master Servicer, Servicers, Special Servicer and Modification Oversight Agent Not to Resign;
Transfer of Servicing.
(a) None of the Master Servicer, any Servicer, the Special Servicer or the Modification Oversight Agent shall
resign from the obligations and duties hereby imposed on it except (i) upon appointment of a successor master servicer, successor
servicer, successor special servicer or successor modification oversight agent and receipt by the Trustee and the Trust Administrator
of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of
the Certificates related to the applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination under clause (ii) permitting the resignation of the Master Servicer, a
Servicer, the Special Servicer or the Modification Oversight Agent shall be evidenced by an Opinion of Counsel to such effect
delivered to the Trustee and the Trust Administrator. No such resignation shall become effective until the successor master
servicer, successor servicer, successor special servicer or successor modification oversight agent shall have assumed the Master
Servicer's, such Servicer's, the Special Servicer's or the Modification Oversight Agent's, as applicable, responsibilities, duties,
liabilities and obligations hereunder.
(b) Notwithstanding the foregoing, at DLJMC's request, so long as it is the owner of the related servicing
rights, the Master Servicer or any Servicer shall resign, upon the selection and appointment of a successor master servicer or
servicer, as applicable; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in
Section 7.04(a)(i) above. Notwithstanding the foregoing, in the event that the Master Servicer is appointed as the successor servicer
to SPS, the requirements of Section 7.04(a)(i) shall be waived. If the Master Servicer resigns pursuant to this Section 7.04(b),
DLJMC shall pay the Master Servicer an amount equal to the product of (a) the Stated Principal Balance of all of the Mortgage Loans
(other than the WMMSC Serviced Mortgage Loans) then outstanding and (b) 0.02%.
(c) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust
Administrator hereunder, at DLJMC's request, the Master Servicer shall resign, upon the selection and appointment of a successor
master servicer; provided that DLJMC delivers to the Trustee and the Trust Administrator the letter required in
Section 7.04(a)(i) above.
(d) Notwithstanding the foregoing, at DLJMC's request, the Special Servicer shall resign, upon the selection
and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the Trustee and the Trust Administrator the
letter required in Section 7.04(a)(i) above.
(e) Notwithstanding the foregoing, at DLJMC's request, the Modification Oversight Agent shall resign, upon the
selection and appointment of a successor modification oversight agent by DLJMC; provided that DLJMC delivers to the Trustee and the
Trust Administrator the letter required in Section 7.04(a)(i) above.
SECTION 7.05. Master Servicer, Seller, Special Servicer, Modification Oversight Agent and Servicers May Own
Certificates.
Each of the Master Servicer, the Seller, the Special Servicer, the Modification Oversight Agent and each Servicer in
its individual or any other capacity may become the owner or pledgee of Certificates with the same rights as it would have if it were
not the Master Servicer, the Seller, the Special Servicer, the Modification Oversight Agent or a Servicer.
ARTICLE VIII
DEFAULT
SECTION 8.01. Events of Default.
"Event of Default," wherever used herein, and as to the Master Servicer or any Servicer, means any one of the
following events (whatever reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or
governmental body):
(a) any failure by the Master Servicer or a Servicer to remit to the Certificateholders or to the Trust
Administrator any payment other than an Advance required to be made by the Master Servicer or such Servicer under the terms of this
Agreement, which failure shall continue unremedied for a period of (i) with respect to the Master Servicer or a Servicer other than
Xxxxx Fargo, one Business Day and (ii) with respect to Xxxxx Fargo, two Business Days, after the date upon which written notice of
such failure shall have been given to the Master Servicer or such Servicer by the Trust Administrator or the Depositor or to the
Master Servicer or the related Servicer and the Trust Administrator by the Holders of Certificates having not less than 25% of the
Voting Rights evidenced by the Certificates; or
(b) any failure by the Master Servicer or a Servicer to observe or perform in any material respect any other of
the covenants or agreements on the part of the Master Servicer or a Servicer contained in this Agreement (except as set forth in
(c) and (g) below) which failure (i) materially affects the rights of the Certificateholders and (ii) shall continue unremedied for a
period of 60 days after the date on which written notice of such failure shall have been given to the Master Servicer or such
Servicer by the Trust Administrator or the Depositor, or to the Master Servicer or a Servicer and the Trust Administrator by the
Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates; or
(c) if a representation or warranty set forth in Section 2.03 hereof made solely in its capacity as the Master
Servicer or a Servicer shall prove to be materially incorrect as of the time made in any respect that materially and adversely
affects interests of the Certificateholders, and the circumstances or condition in respect of which such representation or warranty
was incorrect shall not have been eliminated or cured within 90 days after the date on which written notice thereof shall have been
given to the Master Servicer or the related Servicer by the Trust Administrator for the benefit of the Certificateholders or by the
Depositor; or
(d) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the
appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer or a
Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or
(e) the Master Servicer or a Servicer shall consent to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to
the Master Servicer or such Servicer or all or substantially all of the property of the Master Servicer or such Servicer; or
(f) the Master Servicer or a Servicer shall admit in writing its inability to pay its debts generally as they
become due, file a petition to take advantage of, or commence a voluntary case under, any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or
(g) any failure of the Master Servicer or a Servicer to make any Advance in the manner and at the time required
to be made from its own funds pursuant to Section 5.01 of this Agreement and after receipt of written notice from the Trust
Administrator of such failure, which failure continues unremedied (i) with respect to the Master Servicer or a Servicer, other than
WMMSC or Xxxxx Fargo (in its capacity as a Servicer), after 5:00 p.m. (New York City time) on the Business Day immediately following
the Master Servicer's or such Servicer's receipt of such notice, (ii) with respect to Xxxxx Fargo (in its capacity as a Servicer), on
the second Business Day immediately following Xxxxx Fargo's receipt of such notice and (iii) with respect to WMMSC, after 2:00 p.m.
(New York City time) on the Business Day immediately following WMMSC's receipt of such notice; or
(h) either (a) the servicer rankings or ratings for a Servicer (other than WMMSC) are downgraded to "below
average" status by one or more of the Rating Agencies rating the Certificates or (b) one or more Classes of the Certificates are
downgraded or placed on negative watch due in whole or in part to the performance or servicing of a Servicer (other than WMMSC); or
(i) the servicer rankings or ratings for a Servicer (other than WMMSC) are downgraded two or more levels below
the level in effect on the Closing Date by one or more of the Rating Agencies rating the Certificates; or
(j) either (a) either (i) the master servicer rankings or ratings for the Master Servicer are downgraded two or
more levels below the level in effect on the Closing Date by one or more of the Rating Agencies rating the Certificates or (ii) the
Master Servicer rankings or ratings for the Master Servicer, are downgraded to "below average" status by one or more of the Rating
Agencies rating the Certificates or (b) one or more Classes of the Certificates are downgraded or placed on negative watch due in
whole or in part to the performance or master servicing of the Master Servicer; or
(k) any failure by an applicable Servicer to either (a) remit payment of an Assigned Prepayment Premium to the
Collection Account or (b) remit funds in the amount equal to an Assigned Prepayment Premium which the applicable Servicer has failed
to collect, in each case as required pursuant to this Agreement, which failure continues unremedied for a period of one Business Day
after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by
the Trust Administrator, the Master Servicer, the Trustee or the Depositor; or
(l) any failure by the Modification Oversight Agent, the Master Servicer or a Servicer to comply with the
provisions of Article XIII.
If an Event of Default due to the actions or inaction of the Master Servicer or a Servicer described in clauses
(a) through (f) and (l) of this Section 8.01 shall occur, then, and in each and every such case, so long as such Event of Default
shall not have been remedied, (i) the Trust Administrator shall at the direction of DLJMC, the Trustee or the Holders of Certificates
evidencing not less than 25% of the Voting Rights evidenced by the Certificates, by notice in writing to the Master Servicer or such
Servicer (with a copy to the Rating Agencies), terminate all of the rights and obligations of the Master Servicer or such Servicer
under this Agreement (other than rights to reimbursement for Advances and Servicing Advances previously made, as provided in
Section 3.08), (ii) the Master Servicer may, if such Event of Default is due to the actions or inactions of a Servicer (other than
WMMSC), by notice in writing to such Servicer (with a copy to the Rating Agencies), terminate all of the rights and obligations of
such Servicer (other than WMMSC) under this Agreement (other than rights to reimbursement for Advances and Servicing Advances
previously made, as provided in Section 3.08) and (iii) the Trust Administrator may, if such Event of Default is due to the actions
or inactions of WMMSC, by notice in writing to WMMSC (with a copy to the Rating Agencies), terminate all of the rights and
obligations of WMMSC under this Agreement (other than rights to reimbursement for Advances and Servicing Advances previously made, as
provided in Section 3.08).
If an Event of Default described in clause (g) shall occur, (i) if the Master Servicer has failed to make any
Advance, the Trustee, (ii) if WMMSC has failed to make any Advance, the Trust Administrator, and (iii) if any Servicer (other than
WMMSC) has failed to make any Advance, the Master Servicer, shall prior to the next Distribution Date, immediately make such Advance
and terminate the rights and obligations of the Master Servicer or applicable Servicer, as applicable, hereunder and succeed to the
rights and obligations of the Master Servicer or such Servicer, as applicable, hereunder pursuant to Section 8.02, including the
obligation to make Advances on such succeeding Distribution Date pursuant to the terms hereof. No Event of Default with respect to
the Master Servicer or a Servicer shall affect the rights or duties of any other Servicer or constitute an Event of Default as to any
other Servicer.
If an Event of Default described in clause (h), (i) or (k) occurs, (i) if the Event of Default relates to WMMSC, the
Trust Administrator, and (ii) if the Event of Default relates to any Servicer other than WMMSC, the Master Servicer, shall at the
direction of DLJMC, by notice in writing to such Servicer, terminate all of the rights and obligations of such Servicer under this
Agreement (other than rights to reimbursement for Advances and Servicing Advances previously made, as provided in Section 3.08) and
shall appoint as successor Servicer the entity selected by DLJMC in accordance with Section 8.02; provided that DLJMC shall first
furnish to the Master Servicer a letter from each Rating Agency that the appointment of such successor will not result in a
downgrading of the rating of any of the Certificates.
If an Event of Default described in clause (j) occurs, the Trustee shall at the direction of DLJMC, by notice in
writing to the Master Servicer, terminate all of the rights and obligations of the Master Servicer under this Agreement (other than
rights to reimbursement for Advances previously made, as provided in Section 3.08) and shall appoint as successor Master Servicer the
entity selected by DLJMC in accordance with Section 8.02; provided that DLJMC shall first furnish to the Trustee a letter from each
Rating Agency that the appointment of such successor will not result in a downgrading of the rating of any of the Certificates.
No Event of Default with respect to the Servicer shall affect the rights or duties of the Master Servicer or
constitute an Event of Default as to the Master Servicer.
SECTION 8.02. Master Servicer or Trust Administrator to Act; Appointment of Successor.
On and after the time the Master Servicer or a Servicer receives a notice of termination pursuant to Section 8.01
hereof or resigns pursuant to Section 7.04 hereof, subject to the provisions of Section 3.04 hereof, the Trustee (in the case of the
Master Servicer), the Trust Administrator (in the case of WMMSC), or the Master Servicer (in the case of any Servicer other than
WMMSC) shall be the successor in all respects to the Master Servicer or such Servicer, as applicable, in its capacity as servicer
under this Agreement and with respect to the transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master Servicer or such Servicer, as applicable, by the terms
and provisions hereof; provided, that the Trustee, the Trust Administrator or the Master Servicer, as applicable, shall not be deemed
to have made any representation or warranty as to any Mortgage Loan made by the Master Servicer or any Servicer, as applicable, and
shall not effect any repurchases or substitutions of any Mortgage Loan; provided, further, that it is understood and acknowledged by
the parties hereto that there will be a full period of transition (not to exceed ninety (90) days) before the actual servicing
functions of any Servicer can be fully transferred to Xxxxx Fargo as successor Servicer; provided, further, that during such period
of transition Xxxxx Fargo, as successor Servicer, shall continue to make all required Compensating Interest Payments and Advances.
As compensation therefor, the Trustee, the Trust Administrator or the Master Servicer, as applicable, shall be entitled to all funds
relating to the Mortgage Loans that the Master Servicer or related Servicer (the "Replaced Servicer") would have been entitled to
charge to the related Collection Account if the Replaced Servicer had continued to act hereunder (except that the Replaced Servicer
shall retain the right to be reimbursed for advances (including, without limitation, Advances and Servicing Advances) theretofore
made by the Replaced Servicer with respect to which it would be entitled to be reimbursed as provided in Section 3.08 if it had not
been so terminated or resigned). Notwithstanding the foregoing, if the Trustee, the Trust Administrator or the Master Servicer, as
applicable, has become the successor to a Replaced Servicer, in accordance with this Section 8.02, the Trustee, the Trust
Administrator or the Master Servicer, as applicable, may, if it shall be unwilling to so act, or shall, if it is unable to so act,
appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution, the
appointment of which does not adversely affect the then current rating of the Certificates, as the successor to the Master Servicer
or a Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the
Master Servicer or such Servicer, as applicable, provided that such successor to the Master Servicer or the Servicer, as applicable,
shall not be deemed to have made any representation or warranty as to any Mortgage Loan made by the Master Servicer or the related
Servicer, as applicable. Pending appointment of a successor to the Master Servicer or a Servicer, as applicable, hereunder, the
Trustee, the Trust Administrator or the Master Servicer, as applicable, unless such party is prohibited by law from so acting, shall
act in such capacity as provided herein. In connection with such appointment and assumption, the Trustee, the Trust Administrator or
the Master Servicer, as applicable, may make such arrangements for the compensation of such successor out of payments on Mortgage
Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the
Replaced Servicer, hereunder. The Trustee, the Trust Administrator or the Master Servicer, as applicable, and such successor shall
take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. None of the Trustee, the
Trust Administrator, the Master Servicer nor any other successor servicer shall be deemed to be in default hereunder by reason of any
failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by the failure of a Replaced
Servicer to deliver, or any delay in delivering, cash, documents or records to it.
A Replaced Servicer that has been terminated shall, at the request of the Trustee, the Trust Administrator or the
Master Servicer, as applicable, but at the expense of such Replaced Servicer deliver to the assuming party all documents and records
relating to the applicable Mortgage Loans and an accounting of amounts collected and held by it and otherwise use commercially
reasonable efforts to effect the orderly and efficient transfer and assignment of such servicing, but only to the extent of the
Mortgage Loans serviced thereunder, to the assuming party. Notwithstanding anything to the contrary contained herein, the
termination of a Servicer under this Agreement shall not extend to any Sub-Servicer meeting the requirements of Section 3.02(a) and
otherwise servicing the related Mortgage Loans in accordance with the servicing provisions of this Agreement.
The Master Servicer and each Servicer shall cooperate with the Trustee and the Trust Administrator and any successor
servicer in effecting the termination of a Replaced Servicer's responsibilities and rights hereunder, including without limitation,
the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by such Servicer to
the applicable Collection Account or thereafter received with respect to the Mortgage Loans.
None of the Trustee, the Trust Administrator nor any other successor servicer shall be deemed to be in default
hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by
(a) the failure of the Master Servicer or any Servicer to (i) deliver, or any delay in delivering, cash, documents or records to it,
or (ii) cooperate as required by this Agreement, or (b) restrictions imposed by any regulatory authority having jurisdiction over the
Master Servicer or the related Servicer.
Any successor to a Servicer as servicer shall during the term of its service as servicer maintain in force the
policy or policies that such Servicer is required to maintain pursuant to Section 3.09(b) hereof.
If a Servicer that has been terminated fails to pay all costs related to the transition of servicing to the
successor Servicer, the successor Servicer shall be entitled to reimbursement of those amounts from the Trust.
In connection with the termination or resignation of a Servicer hereunder, either (i) the successor Servicer,
including the Trust Administrator or Master Servicer if either of such parties is acting as successor Servicer, shall represent and
warrant that it or an affiliate is a member of MERS in good standing and shall agree to comply in all material respects with the
rules and procedures of MERS in connection with the servicing of the related Mortgage Loans that are registered with MERS, or
(ii) the Replaced Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in causing MERS to execute and
deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver
such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or
servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System
the successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer to the extent such
costs relate to the qualification of such successor Servicer as a member of MERS, otherwise at the cost and expense of the Replaced
Servicer). The Replaced Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The
successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of
recording thereon or a copy certified by the public recording office in which such assignment was recorded.
SECTION 8.03. Notification to Certificateholders.
(a) Upon any termination or appointment of a successor to the Master Servicer or any Servicer, the Trust
Administrator shall give prompt written notice thereof to the Seller and the Certificateholders at their respective addresses
appearing in the Certificate Register and to the Rating Agencies, or, as applicable, the Master Servicer shall give prompt written
notice thereof to the Trust Administrator.
(b) Within two Business Days after the occurrence of any Event of Default, the Trust Administrator shall
transmit by mail to the Seller and all Certificateholders, and the Rating Agencies notice of each such Event of Default hereunder
known to the Trust Administrator, unless such Event of Default shall have been cured or waived.
SECTION 8.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights of Certificates affected by a default or Event of Default
hereunder may waive any default or Event of Default; provided, however, that (a) a default or Event of Default under clause (g) of
Section 8.01 may be waived, only by all of the Holders of Certificates affected by such default or Event of Default and (b) no waiver
pursuant to this Section 8.04 shall affect the Holders of Certificates in the manner set forth in Section 12.01(b)(i), (ii) or
(iii). Upon any such waiver of a default or Event of Default by the Holders representing the requisite percentage of Voting Rights
of Certificates affected by such default or Event of Default, such default or Event of Default shall cease to exist and shall be
deemed to have been cured and remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other default
or Event of Default or impair any right consequent thereon except to the extent expressly so waived.
ARTICLE IX
CONCERNING THE TRUSTEE
SECTION 9.01. Duties of Trustee.
The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default
that may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge has
occurred and remains uncured, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the
same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs. Any permissive right of the Trustee set forth in this Agreement shall not be construed as a duty.
The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement
shall examine them to determine whether they conform to the requirements of this Agreement. The Trustee shall have no duty to
recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document, order or other
instrument so furnished to the Trustee. If any such instrument is found not to conform in any material respect to the requirements
of this Agreement, the Trustee shall notify the Certificateholders of such instrument in the event that the Trustee, after so
requesting, does not receive a satisfactorily corrected instrument.
No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent
action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in compliance with
this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided, however, that:
(a) prior to the occurrence of an Event of Default of which a Responsible Officer of the Trustee shall have
actual knowledge, and after the curing or of all such Events of Default that may have occurred, the duties and obligations of the
Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be personally liable except for
the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations
shall be read into this Agreement against the Trustee and the Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the
requirements of this Agreement which it reasonably believed in good faith to be genuine and to have been duly executed by the proper
authorities respecting any matters arising hereunder;
(b) the Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible
Officer or Responsible Officers of the Trustee, unless the Trustee was negligent in ascertaining or investigating the pertinent facts;
(c) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be
taken by it in good faith in accordance with this Agreement at the direction of the Holders of Certificates evidencing greater than
50% of the Voting Rights allocated to each Class of Certificates relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement;
(d) no provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur
any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it
shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it; and
(e) the Trustee shall have no responsibility for any act or omission of the Trust Administrator or a Custodian,
it being understood and agreed that the Trustee, Trust Administrator and any Custodian are independent contractors and not agents,
partners or joint venturers.
The Trustee shall not be deemed to have knowledge of any Event of Default or event which, with notice or lapse of
time, or both, would become an Event of Default, unless a Responsible Officer of the Trustee shall have received written notice
thereof from a Servicer, the Depositor or a Certificateholder, or a Responsible Officer of the Trustee has actual notice thereof, and
in the absence of such notice no provision hereof requiring the taking of any action or the assumption of any duties or
responsibility by the Trustee following the occurrence of any Event of Default or event which, with notice or lapse of time or both,
would become an Event of Default, shall be effective as to the Trustee.
The Trustee shall have no duty hereunder with respect to any complaint, claim, demand, notice or other document it
may receive or which may be alleged to have been delivered to or served upon it by the parties as a consequence of the assignment of
any Mortgage Loan hereunder; provided, however, that the Trustee shall use its best efforts to remit to the Master Servicer or the
related Servicer upon receipt of any such complaint, claim, demand, notice or other document (i) which is delivered to the Corporate
Trust Office of the Trustee, (ii) of which a Responsible Officer has actual knowledge, and (iii) which contains information
sufficient to permit the Trustee to make a determination that the real property to which such document relates is a Mortgaged
Property.
SECTION 9.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 9.01:
(i) the Trustee may request and rely upon and shall be protected in acting or refraining from acting
upon any resolution, Officer's Certificate, certificate of auditors, Servicing Officers or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to
be genuine and to have been signed or presented by the proper party or parties;
(ii) the Trustee may consult with counsel, financial advisors or accountants and any advice of such
Persons or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;
(iii) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by
this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or
direction of any of the Certificateholders pursuant to the provisions of this Agreement, unless such Certificateholders
shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be
incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge (which has not
been cured or waived), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree
of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such
person's own affairs;
(iv) the Trustee shall not be personally liable for any action taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;
(v) prior to the occurrence of an Event of Default hereunder and after the curing or waiver of all
Events of Default that may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing so to do by Holders of Certificates evidencing greater than 50%
of the Voting Rights allocated to each Class of Certificates; provided, however, that if the payment within a reasonable
time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this
Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such
action; the reasonable expense of every such investigation shall be paid (A) by the Master Servicer or by the applicable
Servicer in the event that such investigation relates to an Event of Default by the Master Servicer or by such Servicer,
respectively, if an Event of Default by the Master Servicer or by such Servicer shall have occurred and is continuing, and
(B) otherwise by the Certificateholders requesting the investigation;
(vi) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any such agent or attorney appointed with due care;
(vii) the Trustee shall not be required to expend its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder if it shall have reasonable grounds for believing that repayment
of such funds or adequate indemnity against such liability is not assured to it;
(viii) the Trustee shall not be liable for any loss on any investment of funds pursuant to this
Agreement; and
(ix) the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not
be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the
performance of such act.
(b) All rights of action under this Agreement or under any of the Certificates, enforceable by the Trustee, may
be enforced by it without the possession of any of the Certificates, or the production thereof at the trial or other proceeding
relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit of
all the Holders of such Certificates, subject to the provisions of this Agreement.
SECTION 9.03. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein shall be taken as the statements of the Depositor or the Master Servicer or a
Servicer, as the case may be, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations
as to the validity or sufficiency of this Agreement, the Certificates or of any Mortgage Loan or related document or of MERS or the
MERS® System. The Trustee shall not be accountable for the use or application by the Depositor, the Seller, the Master Servicer or
any Servicers of any funds paid to the Depositor or the Master Servicer or any Servicer in respect of the Mortgage Loans or deposited
in or withdrawn from the Certificate Account by the Depositor, the Seller, the Master Servicer or the Servicers. The Trustee shall
not be responsible for the legality or validity of this Agreement or the validity, priority, perfection or sufficiency of the
security for the Certificates issued or intended to be issued hereunder. The Trustee shall have no responsibility for filing any
financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any
security interest or lien granted to it hereunder or to record this Agreement.
SECTION 9.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the owner or pledgee of Certificates and may transact
business with the other parties hereto and with their Affiliates, with the same rights as it would have if it were not the Trustee.
SECTION 9.05. Trustee's Fees and Expenses.
The Trustee shall be compensated by the Trust Administrator as separately agreed. The Trustee and any director,
officer, employee or agent of the Trustee shall be indemnified by DLJMC and held harmless (up to a maximum of $150,000) against any
loss, liability or expense (including reasonable attorney's fees and expenses) (i) incurred in connection with any claim or legal
action relating to (a) this Agreement, the Certificates, any Custodial Agreement, any Interest Rate Cap Agreement, any Swap
Agreement, any Designated Servicing Agreement, or (b) the performance of any of the Trustee's duties hereunder or under any Custodial
Agreement, Interest Rate Cap Agreement, Swap Agreement or Designated Servicing Agreement, other than any loss, liability or expense
incurred by reason of willful misconduct, bad faith or negligence in the performance of any of the Trustee's duties hereunder or
incurred by reason of any action of the Trustee taken at the direction of the Certificateholders and (ii) resulting from any error in
any tax or information return prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this
Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the Depositor covenants and
agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee, and except for any such expense, disbursement or
advance as may arise from the Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the Trustee, for all
reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this
Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated with the
closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer
or appraiser that is not regularly employed by the Trustee, to the extent that the Trustee must engage such persons to perform acts
or services hereunder and (C) printing and engraving expenses in connection with preparing any Definitive Certificates. Except as
otherwise provided herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses incurred by
the Trustee in the ordinary course of its duties as Trustee hereunder or for any other expenses. Anything in this Agreement to the
contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind
whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage
and regardless of the form of action.
SECTION 9.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or association organized and doing business under the laws
of any state or the United States of America, authorized under such laws to exercise corporate trust powers, having ratings on its
long term debt obligations at the time of such appointment in at least the third highest rating category by both Xxxxx'x and S&P
(provided that if such rating is in the third highest rating category of S&P, the Trustee shall also have a short-term rating from
S&P of A-1) or such lower ratings as will not cause Xxxxx'x or S&P to lower their then current ratings of the Certificates, having a
combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority. If
such corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this Section 9.06 the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 9.06, the
Trustee shall resign immediately in the manner and with the effect specified in Section 9.07 hereof.
SECTION 9.07. Resignation and Removal of Trustee.
The Trustee may at any time resign and be discharged from the trusts hereby created by (a) giving written notice of
resignation to the Depositor, DLJMC, the Trust Administrator, the Master Servicer, the Special Servicer, the Modification Oversight
Agent and the Servicers and by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders at their
addresses appearing on the Certificate Register, and to the Rating Agencies, not less than 60 days before the date specified in such
notice when, subject to Section 9.08, such resignation is to take effect, and (b) acceptance by a successor trustee in accordance
with Section 9.08 meeting the qualifications set forth in Section 9.06.
If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 9.06 hereof and
shall fail to resign after written request thereto by the Depositor, or if at any time the Trustee shall become incapable of acting,
or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or
liquidation or if the Trustee breaches any of its obligations or representations hereunder, then the Depositor may remove the Trustee
and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee
and one copy to the successor trustee. The Trustee may also be removed at any time by the Holders of Certificates evidencing not
less than 50% of the Voting Rights evidenced by the Certificates. Notice of any removal of the Trustee and acceptance of appointment
by the successor trustee shall be given to the Rating Agencies by the Depositor.
If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving
of such notice of resignation or receipt of a notice of removal, the resigning Trustee may, at the Trust Fund's expense, petition any
court of competent jurisdiction for the appointment of a successor trustee.
Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions
of this Section 9.07 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 9.08
hereof.
SECTION 9.08. Successor Trustee.
Any successor trustee appointed as provided in Section 9.07 hereof shall execute, acknowledge and deliver to the
Depositor and to its predecessor trustee an instrument accepting such appointment hereunder and thereupon the resignation or removal
of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if
originally named as trustee herein. The Depositor, upon receipt of all amounts due it hereunder, and the predecessor trustee shall
execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and
confirming in the successor trustee all such rights, powers, duties, and obligations.
No successor trustee shall accept appointment as provided in this Section 9.08 unless at the time of such acceptance
such successor trustee shall be eligible under the provisions of Section 9.06 hereof and its acceptance shall not adversely affect
the then current rating of the Certificates.
Upon acceptance of appointment by a successor trustee as provided in this Section 9.08, the Depositor shall mail
notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate
Register. If the Depositor fails to mail such notice within ten days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of the Depositor.
SECTION 9.09. Merger or Consolidation of Trustee.
Any Person into which the Trustee may be merged or converted or with which it may be consolidated or any Person
resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to the
business of the Trustee, shall be the successor of the Trustee hereunder, provided that such Person shall be eligible under the
provisions of Section 9.06 hereof without the execution or filing of any paper or further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding.
SECTION 9.10. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be
located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to
appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees jointly with the Trustee, or separate trustee
or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the
benefit of the applicable Certificateholders, such title to the Trust Fund, or any part thereof, and, subject to the other provisions
of this Section 9.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider
necessary or desirable. If the Master Servicer shall not have joined in such appointment within fifteen days after the receipt by it
of a request to do so, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the
power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a
successor trustee under Section 9.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under Section 9.08.
Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the
following provisions and conditions:
(a) all rights, powers, duties and obligations conferred or imposed upon the Trustee, except for any obligation
of the Trustee under this Agreement to advance funds on behalf of the Master Servicer or a Servicer, shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such
separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent
that under any law of any jurisdiction in which any particular act or acts are to be performed by the Trustee (whether as Trustee
hereunder or as successor to the Master Servicer or a Servicer), the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Fund or any portion
thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the
direction of the Trustee;
(b) no trustee hereunder shall be held personally liable by reason of any act or omission of any other trustee
hereunder; and
(c) the Master Servicer and the Trustee acting jointly may at any time accept the resignation of or remove any
separate trustee or co-trustee.
Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then
separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or
co-trustee shall refer to this Agreement and the conditions of this Article IX. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically
including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be filed with the Trustee and a copy thereof given to the Master Servicer or the Servicers and
the Depositor.
Any separate trustee or co-trustee may, at any time, constitute the Trustee its agent or attorney-in-fact, with full
power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf
and in its name. The Trust Administrator shall not be responsible for all action or inaction of any separate trustee or co-trustee.
If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of
a new or successor trustee.
SECTION 9.11. Office of the Trustee.
The office of the Trustee for purposes of receipt of notices and demands is the Corporate Trust Office.
ARTICLE X
CONCERNING THE TRUST ADMINISTRATOR
SECTION 10.01. Duties of Trust Administrator.
The Trust Administrator, prior to the occurrence of an Event of Default of which a Responsible Officer of the Trust
Administrator shall have actual knowledge and after the curing or waiver of all Events of Default that may have occurred, undertakes
with respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. In case
an Event of Default of which a Responsible Officer of the Trust Administrator shall have actual knowledge has occurred and remains
uncured, the Trust Administrator shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree
of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such
person's own affairs. Any permissive right of the Trust Administrator set forth in this Agreement shall not be construed as a duty.
The Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trust Administrator that are specifically required to be furnished pursuant to any
provision of this Agreement shall examine them to determine whether they conform to the requirements of this Agreement. The Trust
Administrator shall have no duty to recompute, recalculate or verify the accuracy of any resolution, certificate, statement, opinion,
report, document, order or other instrument so furnished to the Trust Administrator. If any such instrument is found not to conform
in any material respect to the requirements of this Agreement, the Trust Administrator shall notify the Certificateholders of such
instrument in the event that the Trust Administrator, after so requesting, does not receive a satisfactorily corrected instrument.
No provision of this Agreement shall be construed to relieve the Trust Administrator from liability for its own
negligent action, its own negligent failure to act or its own misconduct, its negligent failure to perform its obligations in
compliance with this Agreement, or any liability which would be imposed by reason of its willful misfeasance or bad faith; provided,
however, that:
(a) prior to the occurrence of an Event of Default of which a Responsible Officer of the Trust Administrator
shall have actual knowledge, and after the curing or of all such Events of Default that may have occurred, the duties and obligations
of the Trust Administrator shall be determined solely by the express provisions of this Agreement, the Trust Administrator shall not
be personally liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no
implied covenants or obligations shall be read into this Agreement against the Trust Administrator and the Trust Administrator may
conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or
opinions furnished to the Trust Administrator and conforming to the requirements of this Agreement which it reasonably believed in
good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;
(b) the Trust Administrator shall not be personally liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trust Administrator, unless the Trust Administrator was negligent in ascertaining
or investigating the pertinent facts;
(c) the Trust Administrator shall not be personally liable with respect to any action taken, suffered or
omitted to be taken by it in good faith in accordance with this Agreement or at the direction of the Holders of Certificates
evidencing greater than 50% of the Voting Rights allocated to each Class of Certificates relating to the time, method and place of
conducting any proceeding for any remedy available to the Trust Administrator, or exercising any trust or power conferred upon the
Trust Administrator, under this Agreement; and
(d) no provision of this Agreement shall require the Trust Administrator to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or
powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.
The Trust Administrator shall have no duty (A) to see to any recording, filing or depositing of this Agreement or
any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to
the maintenance of any such recording, filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to
see to any insurance, or (C) to see to the payment or discharge of any tax, assessment or other governmental charge or any lien or
encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund other than from funds available
in the Certificate Account.
Except with respect to an Event of Default described in clause (a) of Section 8.01, the Trust Administrator shall
not be deemed to have knowledge of any Event of Default or event which, with notice or lapse of time, or both, would become an Event
of Default, unless a Responsible Officer of the Trust Administrator shall have received written notice thereof from the Master
Servicer or a Servicer, the Depositor, or a Certificateholder, or a Responsible Officer of the Trust Administrator has actual notice
thereof, and in the absence of such notice no provision hereof requiring the taking of any action or the assumption of any duties or
responsibility by the Trust Administrator following the occurrence of any Event of Default or event which, with notice or lapse of
time or both, would become an Event of Default, shall be effective as to the Trust Administrator.
The Trust Administrator shall have no duty hereunder with respect to any complaint, claim, demand, notice or other
document it may receive or which may be alleged to have been delivered to or served upon it by the parties as a consequence of the
assignment of any Mortgage Loan hereunder; provided, however, that the Trust Administrator shall use its best efforts to remit to the
Master Servicer or the Servicer upon receipt of any such complaint, claim, demand, notice or other document (i) which is delivered to
the Corporate Trust Office of the Trust Administrator, (ii) of which a Responsible Officer has actual knowledge, and (iii) which
contains information sufficient to permit the Trust Administrator to make a determination that the real property to which such
document relates is a Mortgaged Property.
SECTION 10.02. Certain Matters Affecting the Trust Administrator.
(a) Except as otherwise provided in Section 10.01:
(i) the Trust Administrator may request and rely upon and shall be protected in acting or refraining
from acting upon any resolution, Officer's Certificate, certificate of auditors, Servicing Officers or any other
certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or
document believed by it to be genuine and to have been signed or presented by the proper party or parties;
(ii) the Trust Administrator may consult with counsel, financial advisors or accountants and any advice
of such Persons or opinion of counsel shall be full and complete authorization and protection in respect of any action taken
or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel;
(iii) the Trust Administrator shall be under no obligation to exercise any of the trusts or powers
vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders pursuant to the provisions of this Agreement, unless such
Certificateholders shall have offered to the Trust Administrator reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the
Trust Administrator of the obligation, upon the occurrence of an Event of Default of which a Responsible Officer of the
Trust Administrator shall have actual knowledge (which has not been cured or waived), to exercise such of the rights and
powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent person
would exercise or use under the circumstances in the conduct of such person's own affairs;
(iv) the Trust Administrator shall not be personally liable for any action taken, suffered or omitted
by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by
this Agreement;
(v) prior to the occurrence of an Event of Default hereunder and after the curing or waiver of all
Events of Default that may have occurred, the Trust Administrator shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document, unless requested in writing so to do by Holders of Certificates evidencing
greater than 50% of the Voting Rights allocated to each Class of Certificates; provided, however, that if the payment within
a reasonable time to the Trust Administrator of the costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trust Administrator, not reasonably assured to the Trust Administrator by
the security afforded to it by the terms of this Agreement, the Trust Administrator may require reasonable indemnity against
such expense or liability as a condition to taking any such action; the reasonable expense of every such investigation shall
be paid (A) by the Master Servicer or by the applicable Servicer in the event that such investigation relates to an Event of
Default by the Master Servicer or by such Servicer, respectively, if an Event of Default by the Master Servicer or such
Servicer shall have occurred and is continuing, and (B) otherwise by the Certificateholders requesting the investigation;
(vi) the Trust Administrator may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trust Administrator shall not be responsible for any
misconduct or negligence on the part of any such agent or attorney appointed with due care;
(vii) the Trust Administrator shall not be required to expend its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such liability is not assured to it;
(viii) the Trust Administrator shall not be liable for any loss on any investment of funds pursuant to
this Agreement except as provided in Section 3.05(e);
(ix) the right of the Trust Administrator to perform any discretionary act enumerated in this Agreement
shall not be construed as a duty, and the Trust Administrator shall not be answerable for other than its negligence or
willful misconduct in the performance of such act; and
(x) The Trust Administrator shall not be required to give any bond or surety in respect of the
execution of the Trust Fund created hereby or the powers granted hereunder.
(b) All rights of action under this Agreement or under any of the Certificates, enforceable by the Trust
Administrator, may be enforced by it without the possession of any of the Certificates, or the production thereof at the trial or
other proceeding relating thereto, and any such suit, action or proceeding instituted by the Trust Administrator shall be brought in
its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement.
SECTION 10.03. Trust Administrator Not Liable for Certificates or Mortgage Loans.
The recitals contained herein shall be taken as the statements of the Depositor or the Master Servicer or a
Servicer, as the case may be, and the Trust Administrator assumes no responsibility for their correctness. The Trust Administrator
makes no representations as to the validity or sufficiency of this Agreement, the Certificates or of any Mortgage Loan or related
document. The Trust Administrator shall not be accountable for the use or application by the Depositor, the Seller, the Master
Servicer or the Servicers of any funds paid to the Depositor or the Master Servicer or any Servicer in respect of the Mortgage Loans
or deposited in or withdrawn from the Certificate Account by the Depositor, the Seller, the Master Servicer or the Servicers. The
Trust Administrator shall not be responsible for the legality or validity of this Agreement or the validity, priority, perfection or
sufficiency of the security for the Certificates issued or intended to be issued hereunder. The Trust Administrator shall have no
responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or
maintain the perfection for any security interest or lien granted to it hereunder or to record this Agreement.
SECTION 10.04. Trust Administrator May Own Certificates.
The Trust Administrator in its individual or any other capacity may become the owner or pledgee of Certificates with
the same rights as it would have if it were not the Trust Administrator.
SECTION 10.05. Trust Administrator's Fees and Expenses.
As compensation for its services hereunder, the Trust Administrator shall be entitled to the investment income or
other benefit derived from balances in the Certificate Account pursuant to Section 3.05(e) (the "Trust Administrator Fee"). The
Trust Administrator and any director, officer, employee or agent of the Trust Administrator shall be indemnified by DLJMC (or if
DLJMC shall fail to do so, by the Trust) and held harmless against any loss, liability or expense (including reasonable attorney's
fees and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, the Certificates, any
Custodial Agreement, any Interest Rate Cap Agreement, any Swap Agreement and any Designated Servicing Agreement, or (b) the
performance of any of the Trust Administrator's duties hereunder or under any Custodial Agreement, Interest Rate Cap Agreement, Swap
Agreement or Designated Servicing Agreement, other than any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence in the performance of any of the Trust Administrator's duties hereunder or incurred by reason of any action of
the Trust Administrator taken at the direction of the Certificateholders and (ii) resulting from any error in any tax or information
return prepared by the Master Servicer or a Servicer; provided, however, that the sum of (x) such indemnity amounts payable by DLJMC
or the Trust to the Trust Administrator pursuant to this Section 10.05 and (y) the indemnity amounts payable by DLJMC or the Trust to
the Master Servicer pursuant to Section 3.14(c), shall not exceed $200,000 per year; provided, further, that any amounts not payable
by DLJMC or the Trust to the Trust Administrator due to the preceding proviso shall be payable by DLJMC (or if DLJMC fails to do so,
by the Trust) in any succeeding year, subject to the aggregate $200,000 per annum limitation imposed by the preceding proviso. Such
indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust Administrator hereunder.
Without limiting the foregoing, DLJMC (or if DLJMC fails to do so, the Trust) shall, except as otherwise agreed upon in writing by
DLJMC and the Trust Administrator, and except for any such expense, disbursement or advance as may arise from the Trust
Administrator's negligence, bad faith or willful misconduct, pay or reimburse the Trust Administrator (up to a maximum of $150,000),
for all reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance with any of the
provisions of this Agreement with respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not
associated with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and disbursements of any
accountant, engineer or appraiser that is not regularly employed by the Trust Administrator, to the extent that the Trust
Administrator must engage such persons to perform acts or services hereunder and (C) printing and engraving expenses in connection
with preparing any Definitive Certificates. In addition, DLJMC (or if DLJMC fails to do so, the Trust) shall pay or reimburse the
Trust Administrator for recertification fees required to be paid by the Trust Administrator pursuant to the Custodial Agreement.
Except as otherwise provided herein, the Trust Administrator shall not be entitled to payment or reimbursement for any routine
ongoing expenses incurred by the Trust Administrator in the ordinary course of its duties as Trust Administrator, Registrar, Tax
Matters Person or Paying Agent hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall the Trust
Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to
lost profits), even if the Trust Administrator has been advised of the likelihood of such loss or damage and regardless of the form
of action.
SECTION 10.06. Eligibility Requirements for Trust Administrator.
The Trust Administrator hereunder shall at all times be (a) an institution the deposits of which are fully insured
by the FDIC and (b) a corporation or banking association organized and doing business under the laws of any state or the United
States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state authority and (c) with respect to every successor Trust
Administrator hereunder an institution the long-term unsecured debt obligations of which are rated at least Baa3 or better by Xxxxx'x
and BBB or better by S&P unless the failure of the Trust Administrator's long-term unsecured debt obligations to have such ratings
would not result in the lowering of the ratings originally assigned to any Class of Certificates. If such corporation or banking
association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 10.06 the combined capital and surplus of such corporation or association
shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at
any time the Trust Administrator shall cease to be eligible in accordance with the provisions of this Section 10.06, the Trust
Administrator shall resign immediately in the manner and with the effect specified in Section 10.07 hereof.
SECTION 10.07. Resignation and Removal of Trust Administrator.
The Trust Administrator may at any time resign and be discharged from the trusts hereby created by (a) giving
written notice of resignation to the Depositor, the Seller, the Trustee, the Master Servicer, the Special Servicer, the Modification
Oversight Agent and the Servicers and by mailing notice of resignation by first class mail, postage prepaid, to the
Certificateholders at their addresses appearing on the Certificate Register, and to the Rating Agencies, not less than 60 days before
the date specified in such notice when, subject to Section 10.08, such resignation is to take effect, and (b) acceptance by a
successor trust administrator in accordance with Section 10.08 meeting the qualifications set forth in Section 10.06.
If at any time the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 10.06
hereof and shall fail to resign after written request thereto by the Depositor, or if at any time the Trust Administrator shall
become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trust Administrator or of its property
shall be appointed, or any public officer shall take charge or control of the Trust Administrator or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation or if the Trust Administrator breaches any of its obligations or
representations hereunder, then the Depositor may remove the Trust Administrator and appoint a successor trust administrator by
written instrument, in duplicate, one copy of which instrument shall be delivered to the Trust Administrator and one copy to the
successor trust administrator. The Trust Administrator may also be removed at any time by the Trustee or the Holders of Certificates
evidencing not less than 50% of the Voting Rights evidenced by the Certificates. Notice of any removal of the Trust Administrator
and acceptance of appointment by the successor trust administrator shall be given to the Rating Agencies by the Depositor.
If no successor trust administrator shall have been so appointed and have accepted appointment within 30 days after
the giving of such notice of resignation or receipt of a notice of removal, the resigning Trust Administrator may, at the Trust
Fund's expense, petition any court of competent jurisdiction for the appointment of a successor trust administrator.
Notwithstanding the foregoing, if the Master Servicer shall for any reason no longer be Master Servicer hereunder,
at DLJMC's request, the Trust Administrator shall resign, upon the selection and appointment of a successor trust administrator
meeting the qualifications set forth in Section 10.06.
Any resignation or removal of the Trust Administrator and appointment of a successor trust administrator pursuant to
any of the provisions of this Section 10.07 shall become effective upon acceptance of appointment by the successor trust
administrator as provided in Section 10.08 hereof.
SECTION 10.08. Successor Trust Administrator.
Any successor trust administrator appointed as provided in Section 10.07 hereof shall execute, acknowledge and
deliver to the Depositor and to its predecessor trust administrator an instrument accepting such appointment hereunder and thereupon
the resignation or removal of the predecessor trust administrator shall become effective and such successor trust administrator,
without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally named as Trust Administrator herein. The Depositor, upon receipt of all
amounts due it hereunder, and the predecessor trust administrator shall execute and deliver such instruments and do such other things
as may reasonably be required for more fully and certainly vesting and confirming in the successor trust administrator all such
rights, powers, duties, and obligations.
No successor trust administrator shall accept appointment as provided in this Section 10.08 unless at the time of
such acceptance such successor trust administrator shall be eligible under the provisions of Section 10.06 hereof and its acceptance
shall not adversely affect the then current rating of the Certificates.
Upon acceptance of appointment by a successor trust administrator as provided in this Section 10.08, the Depositor
shall mail notice of the succession of such trust administrator hereunder to all Holders of Certificates at their addresses as shown
in the Certificate Register. If the Depositor fails to mail such notice within ten days after acceptance of appointment by the
successor trust administrator, the successor trust administrator shall cause such notice to be mailed at the expense of the Depositor.
SECTION 10.09. Merger or Consolidation of Trust Administrator.
Any Person into which the Trust Administrator may be merged or converted or with which it may be consolidated or any
Person resulting from any merger, conversion or consolidation to which the Trust Administrator shall be a party, or any Person
succeeding to the business of the Trust Administrator, shall be the successor of the Trust Administrator hereunder, provided that
such Person shall be eligible under the provisions of Section 10.06 hereof without the execution or filing of any paper or further
act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
SECTION 10.10. Appointment of Co-Trust Administrator or Separate Trust Administrator.
Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of the Trust Fund or property securing any Mortgage Note may at the time be
located, the Master Servicer and the Trust Administrator acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Trust Administrator to act as co-trust administrator or co-trust
administrators jointly with the Trust Administrator, or separate trust administrator or separate trust administrators, of all or any
part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the applicable
Certificateholders, such title to the Trust Fund, or any part thereof, and, subject to the other provisions of this Section 10.10,
such powers, duties, obligations, rights and trusts as the Master Servicer and the Trust Administrator may consider necessary or
desirable. If the Master Servicer shall not have joined in such appointment within fifteen days after the receipt by it of a request
to do so, or in the case an Event of Default shall have occurred and be continuing, the Trust Administrator alone shall have the
power to make such appointment. No co-trust administrator or separate trust administrator hereunder shall be required to meet the
terms of eligibility as a successor trust administrator under Section 10.06 and no notice to Certificateholders of the appointment of
any co-trust administrator or separate trust administrator shall be required under Section 10.08.
Every separate trust administrator and co-trust administrator shall, to the extent permitted by law, be appointed
and act subject to the following provisions and conditions:
(a) all rights, powers, duties and obligations conferred or imposed upon the Trust Administrator, except for
any obligation of the Trust Administrator under this Agreement to advance funds on behalf of the Master Servicer or the Servicer,
shall be conferred or imposed upon and exercised or performed by the Trust Administrator and such separate trust administrator or
co-trust administrator jointly (it being understood that such separate trust administrator or co-trust administrator is not authorized
to act separately without the Trust Administrator joining in such act), except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed by the Trust Administrator (whether as Trust Administrator hereunder or as
successor to the Master Servicer or the Servicer), the Trust Administrator shall be incompetent or unqualified to perform such act or
acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Fund or any portion
thereof in any such jurisdiction) shall be exercised and performed singly by such separate trust administrator or co-trust
administrator, but solely at the direction of the Trust Administrator;
(b) no trust administrator hereunder shall be held personally liable by reason of any act or omission of any
other trust administrator hereunder; and
(c) the Master Servicer and the Trust Administrator acting jointly may at any time accept the resignation of or
remove any separate trust administrator or co-trust administrator.
Any notice, request or other writing given to the Trust Administrator shall be deemed to have been given to each of
the then separate trust administrators and co-trust administrators, as effectively as if given to each of them. Every instrument
appointing any separate trust administrator or co-trust administrator shall refer to this Agreement and the conditions of this
Article X. Each separate trust administrator and co-trust administrator, upon its acceptance of the trusts conferred, shall be
vested with the estates or property specified in its instrument of appointment, either jointly with the Trust Administrator or
separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of
this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trust Administrator. Every
such instrument shall be filed with the Trust Administrator and a copy thereof given to the Master Servicer or the Servicers and the
Depositor.
Any separate trust administrator or co-trust administrator may, at any time, constitute the Trust Administrator, its
agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. The Trust Administrator shall not be responsible for any action or inaction
of any separate Trust Administrator or Co-Trust Administrator. If any separate trust administrator or co-trust administrator shall
die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and
be exercised by the Trust Administrator, to the extent permitted by law, without the appointment of a new or successor trust
administrator.
SECTION 10.11. Office of the Trust Administrator.
The office of the Trust Administrator for purposes of receipt of notices and demands is the Corporate Trust Office.
SECTION 10.12. Tax Return.
The Master Servicer and each Servicer, upon request, shall furnish the Trust Administrator with all such information
related to the Mortgage Loans in the possession of the Master Servicer or such Servicer as may be reasonably required in connection
with the preparation by the Trust Administrator of all tax and information returns of the Trust Fund, and the Trust Administrator
shall sign such returns. The Master Servicer and each Servicer, severally and not jointly, shall indemnify the Trust Administrator
for all reasonable costs, including legal fees and expenses, related to errors in such tax returns due to errors only in such
information provided by the Master Servicer or by such Servicer.
SECTION 10.13. Determination of Certificate Index.
On each Interest Determination Date, the Trust Administrator shall determine each Certificate Index for the Accrual
Period and inform the Master Servicer of such rate and such rate shall be final and binding, absent a manifest error of the Trust
Administrator.
ARTICLE XI
TERMINATION
As set forth in Article XI of the Series Supplement.
ARTICLE XII
MISCELLANEOUS PROVISIONS
SECTION 12.01. Amendment.
(a) This Agreement may be amended from time to time by the Depositor, the Master Servicer, the Servicers, the
Special Servicer, the Modification Oversight Agent, the Seller, the Trust Administrator and the Trustee, without the consent of any
of the Certificateholders,
(i) to cure any error or ambiguity,
(ii) to correct or supplement any provisions herein that may be inconsistent with any other provisions
herein or in the Prospectus Supplement,
(iii) to modify, eliminate or add to any of its provisions to such extent as shall be necessary or
desirable to maintain the qualification of the Trust Fund as a REMIC at all times that any Certificate is outstanding or to
avoid or minimize the risk of the imposition of any federal income tax on the Trust Fund pursuant to the Code that would be
a claim against the Trust Fund, provided that the Trustee has received an Opinion of Counsel to the effect that (A) such
action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any
such federal income tax and (B) such action will not adversely affect the status of the Trust Fund as a REMIC or adversely
affect in any material respect the interests of any Certificateholder,
(iv) in connection with the appointment of a successor servicer, to modify, eliminate or add to any of
the servicing provisions, provided the Rating Agencies confirm the rating of the Certificates, or
(v) to make any other provisions with respect to matters or questions arising under this Agreement
that are not materially inconsistent with the provisions of this Agreement, provided that such action shall not adversely
affect in any material respect the interests of any Certificateholder or cause an Adverse REMIC Event. Any Amendment
pursuant to Section 12.01(a)(v) shall not be deemed to adversely affect in any material respect the interests of any
Certificateholder if a letter is obtained from each Rating Agency stating that such amendment would not result in the
downgrading or withdrawal of the respective ratings then assigned to the Certificates; or to comply with the provisions of
Regulation AB.
(b) Except as provided in Section 12.01(c), this Agreement may be amended from time to time by the Depositor,
the Master Servicer, the Servicers, the Special Servicer, the Modification Oversight Agent, the Seller, the Trust Administrator and
the Trustee with the consent of the Holders of Certificates evidencing, in the aggregate, not less than 66 2/3% of the Voting Rights
of all the Certificates for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Holders of the Certificates; provided, however, that no such amendment
may (i) reduce in any manner the amount of, delay the timing of or change the manner in which payments received on or with respect to
Mortgage Loans are required to be distributed with respect to any Certificate without the consent of the Holder of such Certificate,
(ii) adversely affect in any material respect the interests of the Holders of a Class of Certificates in a manner other than as set
forth in (i) above without the consent of the Holders of Certificates evidencing not less than 66 2/3% of the Voting Rights of such
Class, (iii) reduce the aforesaid percentages of Voting Rights, the holders of which are required to consent to any such amendment
without the consent of 100% of the Holders of Certificates of the Class affected thereby, (iv) change the percentage of the Stated
Principal Balance of the Mortgage Loans specified in Section 11.01(a) relating to optional termination of the Trust Fund, (v) change
the percentage of the Stated Principal Balance of the Mortgage Loans specified in Sections 11.01(d) or (e) relating to a Terminating
Auction Sale, or (vi) modify the provisions of this Section 12.01.
It shall not be necessary for the consent of Certificateholders under this Section 12.01 to approve the particular
form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such
reasonable regulations as the Trust Administrator may prescribe.
(c) This Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special
Servicer, the Modification Oversight Agent, the Servicers, the Trust Administrator and the Trustee for the purpose of making one or
more REMIC elections with respect to one or more Classes of Certificates delivered to the Trustee and issuing one or more additional
classes of certificates representing interests in the Classes of Certificates delivered to the Trustee; provided, however, such
amendment shall require the consent of 100% of the Holders of the Certificates of the Class or Classes delivered to the Trust
Administrator and such amendment shall not cause an Adverse REMIC Event.
(d) Promptly after the execution of any amendment to this Agreement, the Trust Administrator shall furnish
written notification of the substance of such amendment to each Certificateholder, and the Rating Agencies.
(e) Prior to the execution of any amendment to this Agreement, each of the Trustee and the Trust Administrator
shall receive and be entitled to conclusively rely on an Opinion of Counsel (at the expense of the Person seeking such amendment)
stating that the execution of such amendment is authorized and permitted by this Agreement. The Trustee and the Trust Administrator
may, but shall not be obligated to, enter into any such amendment which affects the Trustee's or the Trust Administrator's own
rights, duties or immunities under this Agreement.
(f) The Master Servicer and the Trust Administrator may consent to any amendment of a Designated Servicing
Agreement to make any other provisions with respect to matters or questions arising under such Designated Servicing Agreement or this
Agreement that are not materially inconsistent with the provisions of such Designated Servicing Agreement and this Agreement,
provided that such action shall not adversely affect in any material respect the interests of any Certificateholder or cause an
Adverse REMIC Event. Any amendment pursuant to this Section 12.01(f) shall not be deemed to adversely affect in any material respect
the interests of any Certificateholders if a letter is obtained from each Rating Agency stating that such amendment would not result
in the downgrading or withdrawal of the respective ratings then assigned to the Certificates.
(g) Neither the Master Servicer nor the Trust Administrator shall consent to any amendment of a Designated
Servicing Agreement which shall adversely affect in any material respect the interests of the Holders of a Class of Certificates
without the consent of the Holders of Certificates evidencing not less than 66-2/3% of the Voting Rights of such Class.
It shall not be necessary for the consent of Certificateholders under this Section 12.01 to approve the particular
form of any proposed amendment of a Designated Servicing Agreement, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by
Certificateholders shall be subject to such reasonable regulations as the Trust Administrator may prescribe.
Promptly after the execution of any amendment to a Designated Servicing Agreement pursuant to Section 12.01(f) or
(g), the Trust Administrator shall furnish, upon written notice of such amendment, written notification of the substance of such
amendment to each Certificateholder, and the Rating Agencies.
(h) Notwithstanding any other provision of this Agreement, no amendment shall be made affecting the rights of
the Holders of the Class P Certificates to receive Assigned Prepayment Premiums, including any amendment to Section 3.21, without the
consent of 100% of the Holders of the Class P Certificates.
(i) Notwithstanding anything to the contrary in this Section 12.01, the Master Servicer, the Special Servicer,
the Modification Oversight Agent, the Servicers, the Seller, the Trust Administrator and the Trustee shall reasonably cooperate with
the Depositor and its counsel to enter into such amendments or modifications to the Agreement as may be necessary to comply with
Regulation AB and any interpretation thereof by the Commission.
(j) Without the consent of the Swap Counterparty, the Seller and the Depositor shall not enter into any
amendment or modification of the terms and provisions of this Agreement if such amendment or modification would materially adversely
affect the rights and interests of the Swap Counterparty hereunder.
SECTION 12.02. Recordation of Agreement; Counterparts.
(a) This Agreement (other than Schedule I) is subject to recordation in all appropriate public offices for real
property records in all the counties or other comparable jurisdictions in which any or all of the Mortgaged Properties are situated,
and in any other appropriate public recording office or elsewhere. Such recordation, if any, shall be effected by the Depositor at
its expense, but only upon direction by the Trustee (acting at the direction of the holders of Certificates evidencing a majority of
the aggregate Class Principal Balance) accompanied by an Opinion of Counsel (at the Depositor's expense) to the effect that
non-recordation materially and adversely affects the interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as herein provided and for other
purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to
be an original, and such counterparts shall constitute but one and the same instrument.
SECTION 12.03. Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO THE CONFLICT OF LAW PRINCIPALS THEREOF, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
SECTION 12.04. Intention of Parties.
(a) It is the express intent of the Depositor, the Seller, the Master Servicer, the Special Servicer, the
Modification Oversight Agent, the Servicers, the Trust Administrator and the Trustee that (i) the conveyance by DLJMC of the Mortgage
Loans to the Depositor pursuant to the Assignment and Assumption Agreement and (v) the conveyance by the Depositor to the Trustee as
provided for in Section 2.01 of each of the Seller's and Depositor's right, title and interest in and to the Mortgage Loans be, and
be construed as, an absolute sale and assignment by DLJMC to the Depositor and by the Depositor to the Trustee of the Mortgage Loans
for the benefit of the Certificateholders. Further, it is not intended that any conveyance be deemed to be a pledge of the Mortgage
Loans by DLJMC to the Depositor or by the Depositor to the Trustee to secure a debt or other obligation. However, in the event that
the Mortgage Loans are held to be property of DLJMC or the Depositor, as applicable, or if for any reason the Assignment and
Assumption Agreement or this Agreement is held or deemed to create a security interest in the Mortgage Loans, then it is intended
that (i) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York
Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (ii) the conveyances provided for in
Section 2.01 shall be deemed to be a grant by the Seller and the Depositor to the Trustee on behalf of the Certificateholders, to
secure payment in full of the Secured Obligations (as defined below), of a security interest in all of the Seller's and the
Depositor's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and
to the Mortgage Loans, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the
related Mortgage Files, and all accounts, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit
accounts, certificates of deposit, goods, letters of credit, advices of credit and uncertificated securities consisting of, arising
from or relating to (A) the Mortgage Loans, including with respect to each Mortgage Loan, the Mortgage Note and related Mortgage, and
all other documents in the related Trustee Mortgage Files, and including any Qualified Substitute Mortgage Loans; (B) pool insurance
policies, hazard insurance policies and any bankruptcy bond relating to the foregoing, if applicable; (C) the Certificate Account;
(D) the Collection Account; (E) all amounts payable after the Cut-off Date to the holders of the Mortgage Loans in accordance with
the terms thereof; (F) all income, payments, proceeds and products of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the
Certificate Account, whether in the form of cash, instruments, securities or other property; and (G) all cash and non-cash proceeds
of any of the foregoing; (iii) the possession by the Trustee or any other agent of the Trustee of Mortgage Notes or such other items
of property as constitute instruments, money, documents, advices of credit, letters of credit, goods, certificated securities or
chattel paper shall be deemed to be a "possession by the secured party," or possession by a purchaser or a person designated by him
or her, for purposes of perfecting the security interest pursuant to the Uniform Commercial Code (including, without limitation,
Sections 9-313, 8-313 or 8-321 thereof); and (iv) notifications to persons holding such property, and acknowledgments, receipts or
confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, securities intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of
perfecting such security interest under applicable law. "Secured Obligations" means (i) the rights of each Certificateholder to be
paid any amount owed to it under this Agreement and (ii) all other obligations of the Seller and the Depositor under this Agreement
and the Assignment and Assumption Agreement.
(b) The Seller and the Depositor, and, at the Depositor's direction, the Master Servicer or the Servicers, the
Trustee and the Trust Administrator, shall, to the extent consistent with this Agreement, take such reasonable actions as may be
necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the other property
described above, such security interest would be deemed to be a perfected security interest of first priority as applicable. The
Depositor shall prepare and file, at the related Servicer's expense, all filings necessary to maintain the effectiveness of any
original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee's security
interest in or lien on the Mortgage Loans, including without limitation (i) continuation statements, and (ii) such other statements
as may be occasioned by any transfer of any interest of the Master Servicer or any Servicer or the Depositor in any Mortgage Loan.
SECTION 12.05. Notices.
In addition to other notices provided under this Agreement, the Trust Administrator shall notify the Rating Agencies
in writing: (a) of any substitution of any Mortgage Loan; (b) of any payment or draw on any insurance policy applicable to the
Mortgage Loans; (c) of the final payment of any amounts owing to a Class of Certificates; (d) any Event of Default under this
Agreement; and (e) in the event any Mortgage Loan is purchased in accordance with this Agreement.
All directions, demands and notices hereunder shall be in writing and shall be deemed to have been duly given when
received (i) in the case of the Depositor, with respect to notices required to be delivered by the Trust Administrator pursuant to
Article XIII, Credit Suisse First Boston Mortgage Securities Corp. via facsimile to (000) 000-0000 or via email to
Xxxxx.Xxxxxxxxx@Xxxxxx-Xxxxxx.xxx, and for all other purposes, Credit Suisse First Boston Mortgage Securities Corp., 00 Xxxxxxx
Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxx (with a copy to DLJ Mortgage Acceptance Corp., 00 Xxxxxxx Xxxxxx,
0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxx); (ii) in the case of the Trustee, the Corporate Trust Office,
Attention: Xxxxxxx X. Xxxxxxxx, or such other address as may hereafter be furnished to the Depositor in writing by the Trustee;
(iii) in the case of DLJMC, 11 Madison Avenue, 4th Floor, New York, New York 10010, Attention: Xxxxx Xxxx, Fax: (000) 000-0000 (with a
copy to DLJ Mortgage Acceptance Corp., 00 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxxx, Fax: (917)
000-0000), or such other address as may be hereafter furnished to the Depositor and the Trustee by DLJMC in writing; (iv) in the case
of Xxxxx'x, 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxxxx Xxxxxxxxx; (v) in the case of Standard & Poor's, 00
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; (vi) in the case of SPS, 0000 Xxxxx Xxxx Xxxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, Attention:
Xxxxxx Xxxxx, with a copy to 0000 Xxxxx Xxxx Xxxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, Attention: General Counsel; (vii) in the case of
Xxxxx Fargo, as Master Servicer, Corporate Trust Office, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, XX 00000, Attention: [Name of Series
Trust] or such other address as may be hereafter furnished to the Depositor or the Trustee in writing by Xxxxx Fargo; (viii) in the
case of the Trust Administrator, the Corporate Trust Office; (ix) in the case of the Special Servicer or Modification Oversight
Agent, Select Portfolio Servicing, Inc., 00000 XX Xxxxxxxx Xxx, Xxxxxxxxx, Xxxxxx 00000, Attention: Xxxxx Xxxxxxxx, (x) in the case of
Xxxxx Fargo, with respect to servicing issues, Xxxxx Xxxxx Xxxx, X.X., 0 Xxxx Xxxxxx, Xxx Xxxxxx, Xxxx 00000-0000, Attention: Xxxx X.
Xxxxx, MAC-X2302-033, Fax: (000) 000-0000, and with respect to all other issues, Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxx Xxx,
Xxxxxxxxx, Xxxxxxxx 00000, Attention: Xxxx X. Xxxxxxxx, MAC-X3902-02X, Fax: (000) 000-0000, in each case with a copy to Xxxxx Xxxxx
Xxxx, X.X., 0 Xxxx Xxxxxx, Xxx Xxxxxx, Xxxx 00000-0000, Attention: General Counsel, MAC-X2401-06T, or such other address as may be
hereafter furnished in writing by Xxxxx Fargo, (xi) in the case of the Swap Counterparty or Interest Rate Cap Counterparty, Credit
Suisse International, Xxx Xxxxx Xxxxxx, Xxxxxx X00 0XX, Attention: Head of Credit Risk Management, with copies to: Managing Director
- Operations Department and Managing Director - Legal Department, or such other address as may be hereafter furnished in writing by
the Swap Counterparty or Interest Rate Cap Counterparty, as applicable, (xii) in the case of WMMSC, to Washington Mutual Mortgage
Securities Corp., 0000 Xxxxxx Xxxxxx, XXX 3501, Xxxxxxx, Xxxxxxxxxx 00000, Attention: Servicing Compliance, with a copy to Washington
Mutual Mortgage Securities Corp., 0000 Xxxxxx Xxxxxx, XXX 3501, Xxxxxxx, Xxxxxxxxxx 00000, Attention: Legal Department or such other
address as may be hereafter furnished in writing to the Depositor and the Trustee by WMMSC, (xiii) in the case of GreenPoint, to
GreenPoint Mortgage Funding, Inc., 000 Xxxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000, Attention: Secondary Marketing, cc: General
Counsel and (xiv) with respect to any other party, as set forth in the Series Supplement.
Notices to Certificateholders shall be deemed given when mailed, first class postage prepaid.
SECTION 12.06. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions
of this Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 12.07. Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund,
nor entitle such Certificateholder's legal representative or heirs to claim an accounting or to take any action or commence any
proceeding in any court for a petition or winding up of the Trust Fund, or otherwise affect the rights, obligations and liabilities
of the parties hereto or any of them.
No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the
operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth or
contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or
members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by
the parties to this Agreement pursuant to any provision hereof.
No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to
institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder
previously shall have given to the Trust Administrator a written notice of an Event of Default and of the continuance thereof, as
provided herein, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the
Certificates shall also have made written request upon the Trust Administrator to institute such action, suit or proceeding in its
own name as Trust Administrator hereunder and shall have offered to the Trust Administrator such reasonable indemnity as it may
require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trust Administrator, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit
or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner
whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights
of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder
or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this Section 12.07, each and every Certificateholder and
the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.
SECTION 12.08. Certificates Nonassessable and Fully Paid.
It is the intention of the Depositor that Certificateholders shall not be personally liable for obligations of the
Trust Fund, that the interests in the Trust Fund represented by the Certificates shall be nonassessable for any reason whatsoever,
and that the Certificates, upon due authentication thereof by the Trust Administrator pursuant to this Agreement, are and shall be
deemed fully paid.
SECTION 12.09. Protection of Assets.
Except for transactions and activities entered into in connection with the securitization that is the subject of
this agreement, the trust created by this agreement is not authorized and has no power to:
(i) borrow money or issue debt;
(ii) merge with another entity, reorganize, liquidate or sell assets; or
(iii) engage in any business or activities.
Each party to this agreement agrees that it will not file an involuntary bankruptcy petition against the Trust Fund
or initiate any other form of insolvency proceeding until 366 days after the Certificates have been paid.
SECTION 12.10. Non-Solicitation.
From and after the date of this Agreement, each of the Depositor, the Seller, the Master Servicer, the Servicers
(other than WMMSC), the Trust Administrator and the Trustee agrees that it will not take any action or permit or cause any action to
be taken by any of its agents or affiliates, or by any independent contractors on any such party's behalf, to personally, by
telephone, by mail, or electronically by e-mail or through the internet or otherwise, solicit the borrower or obligor under any
Mortgage Loan to refinance the Mortgage Loan, in whole or in part. Notwithstanding the foregoing, it is understood and agreed that
neither (i) promotions undertaken by the Depositor, the Seller, the Master Servicer, any Servicer (other than WMMSC), the Trust
Administrator or the Trustee or any affiliate of any such party that originates mortgage loans in the normal course, which are
directed to the general public at large, or segments thereof, including, without limitation, mass mailings based on commercially
acquired mailing lists or newspaper, radio and television advertisements nor (ii) serving the refinancing needs of a Mortgagor who,
without solicitation, contacts either party in connection with the refinance of such Mortgage or Mortgage Loan, shall constitute
solicitation under this Section 12.10, provided, that no segment of the general public shall consist primarily of the borrowers or
obligors under the Mortgage Loans. None of the Depositor, the Seller, the Master Servicer, any Servicer (other than WMMSC), the
Trust Administrator or the Trustee shall permit the sale of the name of any Mortgagor or any list of names that consist primarily of
the Mortgages to any Person.
WMMSC covenants and agrees that it shall not take any action to solicit the refinancing of any Mortgage Loan
following the date hereof or provide information to any other entity to solicit the refinancing of any Mortgage Loan; provided, that
the foregoing shall not preclude WMMSC or any of its affiliates from (a) engaging in general solicitations to its customer base,
including by mass mailing or as part of monthly or periodic statements mailed to its borrowers or to holders of deposit or other
accounts, (b) engaging in solicitations to the general public, including without limitation by mass mailing, newspaper, radio,
television or other media which are not specifically directed toward the Mortgagors, (c) engaging in solicitations of optional
insurance or other bank products (not including mortgage loans), (d) refinancing the Mortgage Loan of any Mortgagor who, without
solicitation, contacts WMMSC to request the refinancing of the related Mortgage Loan or (e) engaging in any action to solicit the
refinancing of any Mortgage Loan to the extent such action would be permitted under the Xxxxxx Xxx Selling Guide or the Xxxxxx Mae
Servicing Guide, provided that WMMSC agrees that it shall not, in engaging in any such solicitation, specifically target any of the
Mortgage Loans.
ARTICLE XIII
EXCHANGE ACT REPORTING
SECTION 13.01. Commission Reporting.
The Trust Administrator, each Servicer and the Master Servicer shall reasonably cooperate with the Depositor in
connection with the Trust's satisfying the reporting requirements under the Exchange Act. The Trust Administrator shall prepare on
behalf of the Depositor any Forms 8-K, 10-D and 10-K customary for similar securities as required by the Exchange Act and the rules
and regulations of the Commission thereunder, and the Depositor or Master Servicer, as specified below, shall sign and the Trust
Administrator shall file (via XXXXX) such Forms on behalf of the Depositor.
Form 10-D and Form 10-K require the registrant to indicate (by checking "yes" or "no") that it "(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days."
The Depositor hereby represents to the Trust Administrator that, as of the Closing Date, the Depositor has filed all such required
reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor
shall notify the Trust Administrator in writing, no later than the fifth calendar day after the related Distribution Date with
respect to the filing of a report on Form 10-D and no later than March 15th with respect to the filing of a report on Form 10-K, if
the answer to each question should be "no." The Trust Administrator shall be entitled to rely on such representations in preparing,
executing and/or filing any such report.
SECTION 13.02. Form 10-D Reporting
Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Trust
Administrator shall prepare and file on behalf of the Trust Fund any Form 10-D required by the Exchange Act, in form and substance as
required by the Exchange Act. The Trust Administrator shall file each Form 10-D with a copy of the related Monthly Statement
attached thereto. Any disclosure in addition to the Monthly Statement that is required to be included on Form 10-D ("Additional
Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit S to the Depositor and the Trust Administrator and
directed and approved by the Depositor pursuant to the following paragraph and the Trust Administrator shall have no duty or
liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except as set forth in the next
paragraph.
As set forth on Exhibit S hereto, within five calendar days after the related Distribution Date, (i) the parties set
forth thereon shall be required to provide to the Trust Administrator and the Depositor, to the extent known by a responsible officer
thereof, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Administrator and such party, the form
and substance of any Additional Form 10-D Disclosure, if applicable, together with an additional disclosure notification in the form
of Exhibit W hereto (an "Additional Disclosure Notification") and (ii) the Depositor shall approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Depositor shall be
responsible for any reasonable fees and expenses assessed or incurred by the Trust Administrator in connection with including any
Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
After preparing the Form 10-D, the Trust Administrator shall forward electronically a draft copy of the Form 10-D to
the Depositor as soon as possible, however, in no event later than the 11th calendar day after the related Distribution Date. Within
two business days of receipt, but in no event no later than the Business Day prior to the date specified in the next sentence, the
Depositor shall notify the Trust Administrator of any changes to or approval of such Form 10-D. In the absence of receipt of any
written changes or approval, the Trust Administrator shall be entitled to assume that such Form 10-D is in final form and the Trust
Administrator may proceed with the execution and filing of the Form 10-D. No later than two Business Days prior to the 15th calendar
day after the related Distribution Date, a duly authorized representative of the Master Servicer shall sign the Form 10-D. If a
Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Trust Administrator shall follow the
procedures set forth in Section 13.05. Promptly (but no later than one Business Day) after filing with the Commission, the Trust
Administrator shall make available on its internet website a final executed copy of each Form 10-D prepared and filed by the Trust
Administrator. Each party to this Agreement acknowledges that the performance by the Master Servicer and the Trust Administrator of
its duties under this Section 13.02 related to the timely preparation, execution and filing of Form 10-D is contingent upon such
parties strictly observing all applicable deadlines in the performance of their duties under this Section 13.02. Neither the Trust
Administrator nor the Master Servicer shall have any liability for any loss, expense, damage or claim arising out of or with respect
to any failure to properly prepare, timely execute and/or timely file such Form 10-D, where such failure results from the Trust
Administrator's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to
prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.
SECTION 13.03. Form 10-K Reporting
Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the
Exchange Act (the "10-K Filing Deadline") (it being understood that the fiscal year for the Trust ends on December 31st of each
year), commencing in March of the calendar year following the calendar year in which the Closing Date of the related Series occurs,
the Trust Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange
Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust
Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements and the related
Designated Servicing Agreement, (i) the Item 1123 Certification for each Servicer, each Additional Servicer, the Master Servicer,
Trust Administrator, the Modification Oversight Agent and any Servicing Function Participant engaged by such parties (each, a
"Reporting Servicer") as described under Section 13.06, (ii)(A) the Assessment of Compliance with servicing criteria for each
Reporting Servicer as described under Section 13.07, and (B) if any Reporting Servicer's Assessment of Compliance identifies any
material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer's Assessment
of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why
such report is not included, (iii)(A) the Accountant's Attestation for each Reporting Servicer, as described under Section 13.08, and
(B) if any Accountant's Attestation identifies any material instance of noncompliance, disclosure identifying such instance of
noncompliance, or if any such Accountant's Attestation is not included as an exhibit to such Form 10-K, disclosure that such report
is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in
Section 13.09; provided, however, that the Trust Administrator, at its discretion, may omit from the Form 10-K any Item 1123
Certification, Assessment of Compliance or Accountants Attestation that is not required to be filed with such Form 10-K pursuant to
Regulation AB. Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K
("Additional Form 10-K Disclosure") shall be reported by the parties set forth on Exhibit Y to the Depositor and Trust Administrator
and directed and approved by the Depositor pursuant to the following paragraph and the Trust Administrator shall have no duty or
liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next
paragraph.
As set forth on Exhibit Y hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act
reporting requirements, commencing in the calendar year following the calendar year in which the Closing Date of the related Series
occurs, (i) the parties set forth on Exhibit Y shall be required to provide to the Trust Administrator and the Depositor, to the
extent known by a responsible officer thereof, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust
Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an
Additional Disclosure Notification and (ii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be,
the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor shall be responsible for any reasonable fees and
expenses assessed or incurred by the Trust Administrator in connection with including any Additional Form 10-K Disclosure on
Form 10-K pursuant to this paragraph.
After preparing the Form 10-K, the Trust Administrator shall forward electronically a draft copy of the Form 10-K to
the Depositor for review. Within three (3) business days of receipt, but in no event later than March 25, the Depositor shall notify
the Trust Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the
absence of receipt of any written changes or approval the Trust Administrator shall be entitled to assume that such Form 10-K is in
final form. No later than the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the Depositor shall sign
the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by
overnight mail) to the Trust Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be
amended, the Trust Administrator shall follow the procedures set forth in Section 13.05. Promptly (but no later than 1 Business Day)
after filing with the Commission, the Trust Administrator shall make available on its internet website a final executed copy of each
Form 10-K prepared and filed by the Trust Administrator. The parties to this Agreement acknowledge that the performance by the
Master Servicer and the Trust Administrator of its duties under this Section 13.03 related to the timely preparation and filing of
Form 10-K is contingent upon such parties (and the Custodians, Designated Servicers and any Additional Servicer or other Servicing
Function Participant) strictly observing all applicable deadlines in the performance of their duties under Article XIII. Neither the
Trust Administrator nor the Master Servicer shall have any liability for any loss, expense, damage or claim arising out of or with
respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the Trust
Administrator's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to
prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
SECTION 13.04. Form 8-K Reporting
Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a
"Reportable Event"), and if requested by the Depositor, the Trust Administrator shall prepare and file on behalf of the Trust any
Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance
of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on
Form 8-K ("Form 8-K Disclosure Information") shall be reported by the parties set forth on Exhibit U to the Depositor and the Trust
Administrator and directed and approved by the Depositor pursuant to the following paragraph and the Trust Administrator shall have
no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as
set forth in the next paragraph.
As set forth on Exhibit U hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no
later than the end of business(New York City time) on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties
to this transaction shall be required to provide to the Trust Administrator and the Depositor, to the extent known by a responsible
officer thereof, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Administrator and such party,
the form and substance of any Form 8-K Disclosure Information, if applicable, together with an Additional Disclosure Notification and
(ii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K
Disclosure Information. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Trust
Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph.
After preparing the Form 8-K, the Trust Administrator shall forward electronically a draft copy of the Form 8-K to
the Depositor for review. Promptly, but no later than the close of business on the 3rd business day after the Reportable Event, the
Depositor shall notify the Trust Administrator in writing of any changes to or approval of such Form 8-K. In the absence of receipt
of any written changes or approval, the Trust Administrator shall be entitled to assume that such Form 8-K is in final form and a
duly authorized representative of the Trust Administrator may proceed with the execution and filing of the Form 8-K. A duly
authorized representative of the Master Servicer shall sign the Form 8-K. If a Form 8-K cannot be filed on time or if a previously
filed Form 8-K needs to be amended, the Trust Administrator shall follow the procedures set forth in Section 13.05. Promptly (but no
later than one Business Day) after filing with the Commission, the Trust Administrator shall make available on its internet website a
final executed copy of each Form 8-K prepared and filed by the Trust Administrator. The parties to this Agreement acknowledge that
the performance by the Trust Administrator and the Master Servicer of its duties under this Section 13.04 related to the timely
preparation and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of
their duties under this Section 13.04. Neither the Master Servicer nor the Trust Administrator shall have any liability for any
loss, expense, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K,
where such failure results from the Trust Administrator's inability or failure to obtain or receive, on a timely basis, any
information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own
negligence, bad faith or willful misconduct.
SECTION 13.05. Delisting; Amendment; Late Filing of Reports
On or before January 30 of the first year in which the Trust Administrator is able to do so under applicable law,
the Trust Administrator shall prepare and file a Form 15 Suspension Notification relating to the automatic suspension of reporting in
respect of the Trust under the Exchange Act.
In the event that the Trust Administrator is unable to timely file with the Commission all or any required portion
of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered
to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Trust Administrator
shall promptly notify electronically the Depositor. In the case of Form 10-D and 10-K, the parties to this Agreement shall cooperate
to prepare and file a Form 12b-25 and a 10-D/A and 10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of
Form 8-K, the Trust Administrator shall, upon receipt of all required Form 8-K Disclosure Information and upon the approval and
direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed
Form 8-K, 10-D or 10-K needs to be amended in connection with any additional Form 10-D Disclosure (other than for the purpose of
restating the Monthly Report), the Trust Administrator shall electronically notify the Depositor and such parties shall cooperate to
prepare any necessary Form 8-K/A, 10-D/A or 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K or 10-D shall be signed by
a duly authorized representative of the Master Servicer. Any amendment to Form 10-K shall be signed by the Depositor. The parties
to this Agreement acknowledge that the performance by the Trust Administrator and the Master Servicer of their duties under this
Section 13.05 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is
contingent upon each such party performing its duties under this Section 13.05. Neither the Trust Administrator nor the Master
Servicer shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly
prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results
from the Trust Administrator's inability or failure to obtain or receive, on a timely basis, any information from any other party
hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not
resulting from its own negligence, bad faith or willful misconduct.
SECTION 13.06. Annual Statements of Compliance
The Master Servicer, the Trust Administrator, the Modification Oversight Agent and each Servicer shall deliver or
otherwise make available (and the Master Servicer, the Trust Administrator, the Modification Oversight Agent and each Servicer shall
cause any Servicing Function Participant engaged by it to deliver or otherwise make available) to the Depositor, the Trustee and the
Trust Administrator on or before March 15 of each year, commencing in March of the calendar year following the calendar year in which
the Closing Date of the related Series occurs, an Officer's Certificate (an "Item 1123 Certificate") stating, as to the signer
thereof, that (A) a review of such party's activities during the preceding calendar year or portion thereof and of such party's
performance under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made
under such officer's supervision and (B) to the best of such officer's knowledge, based on such review, such party has fulfilled all
its obligations under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all
material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any
material respect, specifying each such failure known to such officer and the nature and status thereof. Promptly after receipt of
each such Item 1123 Certificate, the Depositor shall review such Item 1123 Certificate and, if applicable, consult with each such
party, as applicable, as to the nature of any failures by such party, in the fulfillment of any of such party's obligations hereunder
or, in the case of an Additional Servicer, under such other applicable agreement, provided, however, that Xxxxx Fargo, in its
capacity as a Servicer, shall only be obligated to provide the Item 1123 Officer's Certificate to the Master Servicer and the Master
Servicer shall forward such 1123 Officer's Certificate to the Depositor, the Trustee and the Trust Administrator or, if there is no
Master Servicer, to the Depositor and the Depositor shall forward such 1123 Officer's Certificate to the Trustee and the Trust
Administrator.
The Master Servicer shall include all annual statements of compliance received by it from each Servicer with its own
annual statement of compliance to be submitted to the Trust Administrator pursuant to this Section 13.06.
In the event the Master Servicer, the Trust Administrator or any Servicing Function Participant engaged by any such
party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing
Function Participant, as the case may be, such party shall provide an Item 1123 Certificate pursuant to this Section 13.06 or to such
applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.
The Master Servicer shall enforce any obligation of any Designated Servicer, to the extent set forth in the related
Designated Servicing Agreement, to deliver to the Master Servicer an Item 1123 Certificate as may be required pursuant to the related
Designated Servicing Agreement. The Master Servicer shall include such Item 1123 Certificate with its own Item 1123 Certificate to
be submitted to the Trust Administrator, the Depositor and the Trustee pursuant to this Section 13.06.
SECTION 13.07. Annual Assessments of Compliance.
By March 15 of each year, commencing in March of the calendar year following the calendar year in which the Closing
Date of the related Series occurs, the Master Servicer, the Trust Administrator, the Modification Oversight Agent and each Servicer,
each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function
Participant engaged by it to furnish or otherwise make available, each at its own expense, to the Trust Administrator, the Trustee
and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (an "Assessment of Compliance") that
contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria for each
party as set forth on Exhibit R, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the
Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal
year covered by the Form 10-K required to be filed pursuant to Section 13.03, including, if there has been any material instance of
noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a
statement that a registered public accounting firm has issued an Accountant's Attestation on such party's Assessment of Compliance
with the Relevant Servicing Criteria as of and for such period.
No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, each Servicer, the
Modification Oversight Agent and the Master Servicer shall each forward to the Trust Administrator the name of each Servicing
Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by
such Servicing Function Participant; provided, however, that the Master Servicer need not provide information to the Trust
Administrator so long as the Master Servicer and the Trust Administrator are the same person. When the Master Servicer, the
Modification Oversight Agent and each Servicer (or any Servicing Function Participant engaged by them) submit their Assessments of
Compliance to the Trust Administrator, such parties shall also at such time include the Assessments of Compliance (and Accountant's
Attestation) pursuant to Section 13.08 of each Servicing Function Participant engaged by it; provided, however, that Xxxxx Fargo, in
its capacity as a Servicer, shall only be obligated to provide disclosure pursuant to the first and second paragraphs of this
Section 13.07 to the Master Servicer and the Master Servicer shall forward such items to the appropriate parties or, if there is no
Master Servicer, to the Depositor and the Depositor shall forward such items to the Trustee and the Trust Administrator.
Promptly after receipt of each Assessment of Compliance, the Depositor shall review each such report and, if
applicable, consult with the Master Servicer, the Trust Administrator, the Modification Oversight Agent, each Servicer and any
Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant
Servicing Criteria by each such party. None of such parties shall be required to deliver any such assessments until March 30 in any
given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect
of the Trust for the preceding calendar year.
The Master Servicer shall include all annual reports on assessment of compliance received by it from the Servicers
with its own assessment of compliance to be submitted to the Trust Administrator pursuant to this Section 13.07.
In the event the Master Servicer, the Trust Administrator or any Servicing Function Participant engaged by any such
party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other
applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this
Section 13.07, or such other applicable agreement, notwithstanding any such termination, assignment of resignation.
The Master Servicer shall enforce any obligation of the Designated Servicers and the Custodians, to the extent set
forth in the related Designated Servicing Agreement or Custodial Agreement, as applicable, to deliver to the Master Servicer an
Assessment of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the
related Designated Servicing Agreement or Custodial Agreement, as applicable. The Master Servicer shall include such Assessment of
Compliance with its own Assessment of Compliance to be submitted to the Trust Administrator and the Trustee pursuant to this
Section 13.07.
SECTION 13.08. Accountant's Attestation
By March 15 of each year, commencing in the calendar year following the calendar year in which the Closing Date of
the related Series occurs, the Master Servicer, the Trust Administrator, the Modification Oversight Agent and each Servicer, each at
its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its
own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trust
Administrator, the Modification Oversight Agent or a Servicer or such other Servicing Function Participants, as the case may be) and
that is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's Attestation") to
the Trust Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the
management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on
the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the
PCAOB, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in
all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant
Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in
such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted
use language.
Promptly after receipt of such Accountant's Attestations from the Master Servicer, each Servicer, each Designated
Servicer, each Custodian, the Trust Administrator, the Modification Oversight Agent or any Servicing Function Participant engaged by
such parties, (i) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any
defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable
agreement, and (ii) the Trust Administrator shall confirm that each Assessment of Compliance is coupled with an Accountant's
Attestation meeting the requirements of this Section 13.08 and notify the Depositor of any exceptions. None of such parties shall be
required to deliver any such assessments until March 30 in any given year so long as it has received written confirmation from the
Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year.
The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to
be submitted to the Trust Administrator pursuant to this Section 13.08.
In the event the Master Servicer, the Trust Administrator, the Custodians, any Servicer, the Modification Oversight
Agent or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns
pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Designated Servicing Agreement or Subservicing
Agreement, as the case may be, such party shall, at its sole expense, cause a registered public accounting firm to provide an
attestation pursuant to this Section 13.08, or such other applicable agreement, notwithstanding any such termination, assignment or
resignation.
The Master Servicer shall enforce any obligation of the Designated Servicers and the Custodians, to the extent set
forth in the related Designated Servicing Agreement and the related Custodial Agreement, as applicable, to deliver to the Master
Servicer an attestation as may be required pursuant to, the related Designated Servicing Agreement or Custodial Agreement as
applicable. The Master Servicer shall include each such attestation with its own Accountant's Attestation to be submitted to the
Trust Administrator pursuant to this Section 13.08.
SECTION 13.09. Xxxxxxxx-Xxxxx Certification
Each Form 10-K shall include a certification (the "Xxxxxxxx-Xxxxx Certification") required to be included therewith
pursuant to the Xxxxxxxx-Xxxxx Act. Each Servicer, the Master Servicer, the Modification Oversight Agent and the Trust Administrator
shall provide, and each Servicer, the Master Servicer, the Modification Oversight Agent and the Trust Administrator shall cause any
Servicing Function Participant engaged by it to, provide to the Person who signs the Xxxxxxxx-Xxxxx Certification (the "Certifying
Person"), by March 15 of each year in which the Trust is subject to the reporting requirements of the Exchange Act and otherwise
within a reasonable period of time upon request, a certification (each, a "Back-Up Certification"), in the form attached hereto as
Exhibit V, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity's
officers, directors and Affiliates (collectively with the Certifying Person, "Certification Parties") can reasonably rely. The
Depositor shall serve as the Certifying Person on behalf of the Trust. In the event the Master Servicer, the Trust Administrator or
any Servicing Function Participant engaged by such party is terminated or resigns pursuant to the terms of this Agreement, or any
applicable Subservicing Agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person
pursuant to this Section 13.09 with respect to the period of time it was subject to this Agreement or any applicable Subservicing
Agreement, as the case may be.
The Master Servicer shall enforce any obligation of the Designated Servicers, to the extent set forth in the related
Designated Servicing Agreement, to deliver to the Master Servicer a certification similar to the Back-Up Certification as may be
required pursuant to the related Designated Servicing Agreement.
SECTION 13.10. Indemnification
Each party required to deliver an Assessment of Compliance and an Accountant's Attestation and/or an Item 1123
Certification under Article XIII (each, a "Responsible Party) shall indemnify and hold harmless the Trust Administrator, the Master
Servicer and the Depositor and each of their directors, officers, employees, agents, and affiliates from and against any and all
claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and
expenses arising out of or based upon (a) any breach by such Responsible Party of any if its obligations under this Article XIII
including particularly its obligation to provide any Assessment of Compliance and an Accountant's Attestation and/or an Item 1123
Certification or any information, data or material required to be included in any Exchange Act report, (b) any misstatement or
omission in any information, data or materials provided by such Responsible Party (or, in the case of the Trust Administrator or
Master Servicer, any material misstatement of material omission in (i) any Compliance Statement, Assessment of Compliance or
Attestation report delivered by it, or by any Servicing Function Participant engaged by it, pursuant to this Agreement, or (ii) any
Additional Form 10-D Disclosure or Additional Form 10-K Disclosure concerning the Master Servicer or the Trust Administrator, or (c)
the negligence, bad faith or willful misconduct of such Responsible Party in connection with the performance of any if its
obligations hereunder. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master
Servicer, the Trust Administrator or the Depositor, then each Responsible Party agrees that it shall contribute to the amount paid or
payable by the Trust Administrator, the Master Servicer or the Depositor, as applicable, as a result of any claims, losses, damages
or liabilities incurred by the Master Servicer, the Trust Administrator or the Depositor, as applicable, in such proportion as is
appropriate to reflect the relative fault of the Master Servicer, the Trust Administrator or the Depositor, as applicable, on the one
hand and such Responsible Party, on the other. This indemnification shall survive the termination of this Agreement or the
termination of any party to this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
EXHIBIT A
FORM OF CLASS A CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE").
Certificate No. : A-__-1
Cut-off Date : _______________
First Distribution Date : _______________
Initial Certificate Balance
of this Certificate
("Denomination") : _______________
Initial Certificate Balances
of all Certificates
of this Class : _______________
CUSIP : _______________
Pass-Through Rate : Variable
Maturity Date : _______________
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Credit Suisse First Boston Mortgage Securities Corp.,
Adjustable Rate Mortgage-Backed Pass-Through Certificates, [Series Name]
Class [__]-A-[__]
evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class
with respect to a Trust Fund consisting primarily of a pool of adjustable rate conventional mortgage loans (the
"Mortgage Loans") secured by first liens on one- to four-family residential properties.
Credit Suisse First Boston Mortgage Securities Corp., as Depositor
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance
at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer, the Servicers, the Special Servicer, the
Modification Oversight Agent, the Trust Administrator or the Trustee referred to below or any of their respective affiliates.
Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that CEDE & CO., is the registered owner of the Percentage Interest evidenced by this Certificate (obtained
by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this
Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans
deposited by Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor"). The Trust Fund was created pursuant to a Series
Supplement dated as of the Cut-off Date specified above and the Standard Terms of Pooling and Servicing Agreement dated February 1,
2007 (collectively, the "Agreement") by and among the Depositor, the Seller(s), the Master Servicer, the Trust Administrator, the
Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers that are party to the Series Supplement. To the
extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by
virtue of the acceptance hereof assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trust Administrator.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be duly executed.
Dated: ___________________
XXXXX FARGO BANK, N.A.
as Trust Administrator
By______________________________________________
Countersigned:
By ___________________________
Authorized Signatory of
XXXXX FARGO BANK, N.A.
as Trust Administrator
EXHIBIT B
FORM OF CLASS [__]-M CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
Certificate No. : 1
Cut-off Date : _______________
First Distribution Date : _______________
Initial Certificate Balance
of this Certificate
("Denomination") : _______________
Initial Certificate Balances
of all Certificates
of this Class : _______________
CUSIP : _______________
Pass-Through Rate : Variable
Maturity Date : _______________
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
[Name of Series Trust],
Adjustable Rate Mortgage-Backed Pass-Through Certificates, [Series Name]
Class [__]-M-[__]
evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class
with respect to a Trust Fund consisting primarily of a pool of adjustable rate conventional mortgage loans (the
"Mortgage Loans") secured by first liens on one- to four-family residential properties.
Credit Suisse First Boston Mortgage Securities Corp., as Depositor
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance
at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer, the Servicers, the Special Servicer, the
Modification Oversight Agent, the Trust Administrator or the Trustee referred to below or any of their respective affiliates.
Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that CEDE & CO., is the registered owner of the Percentage Interest evidenced by this Certificate (obtained
by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this
Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans
deposited by Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor"). The Trust Fund was created pursuant to a Series
Supplement dated as of the Cut-off Date specified above and the Standard Terms of Pooling and Servicing Agreement dated February 1,
2007 (collectively, the "Agreement") by and among the Depositor, the Seller(s), the Master Servicer, the Trust Administrator, the
Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers that are party to the Series Supplement. To the
extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by
virtue of the acceptance hereof assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trust Administrator.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be duly executed.
Dated: __________________
XXXXX FARGO BANK, N.A.
as Trust Administrator
By______________________________________________
Countersigned:
By ___________________________
Authorized Signatory of
XXXXX FARGO BANK, N.A.
as Trust Administrator
EXHIBIT C
FORM OF CLASS [__]-B CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
[THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"). ANY RESALE OR TRANSFER OF THIS
CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS
OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.]
PURSUANT TO SECTION 6.02(f) OF THE AGREEMENT, AN ERISA-RESTRICTED CERTIFICATE OR ANY INTEREST HEREIN MAY NOT BE TRANSFERRED UNLESS
THE TRANSFEREE DELIVERS TO THE TRUSTEE (I) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN
OR ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THE CODE OR A
PERSON USING THE ASSETS OF SUCH A PLAN OR ARRANGEMENT OR (II) IF THE PURCHASER IS AN INSURANCE COMPANY AND THE CERTIFICATE HAS BEEN
THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
HEREIN OR (III) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. IN THE EVENT THE
REPRESENTATIONS REFERRED TO IN THE PRECEDING SENTENCE ARE NOT FURNISHED, SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO THE
TRUSTEE BY THE TRANSFEREE'S ACCEPTANCE OF THIS CERTIFICATE, OR BY ANY BENEFICIAL OWNER WHO PURCHASES AN INTEREST IN THIS CERTIFICATE
IF SUCH CERTIFICATE IS A BOOK-ENTRY CERTIFICATE. IN THE EVENT THAT A REPRESENTATION IS VIOLATED, OR ANY ATTEMPT TO TRANSFER THIS
CERTIFICATE TO A PLAN OR ARRANGEMENT OR PERSON USING A PLAN'S OR ARRANGEMENT'S ASSETS IS ATTEMPTED WITHOUT THE DELIVERY TO THE
TRUSTEE OF THE OPINION OF COUNSEL DESCRIBED ABOVE, THE ATTEMPTED TRANSFER OR ACQUISITION OF THIS CERTIFICATE SHALL BE VOID AND OF NO
EFFECT.
Certificate No. : 1
Cut-off Date : _______________
First Distribution Date : _______________
Initial Certificate Balance
of this Certificate
("Denomination") : _______________
Initial Certificate Balances
of all Certificates
of this Class : _______________
Percentage Interest : 100%
CUSIP : _______________
Pass-Through Rate : Variable
Maturity Date : _______________
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
[Name of Series Trust],
Adjustable Rate Mortgage-Backed Pass-Through Certificates, [Series Name]
Class [__]-B-[__]
evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class
with respect to a Trust Fund consisting primarily of a pool of adjustable rate conventional mortgage loans (the
"Mortgage Loans") secured by first liens on one- to four-family residential properties.
Credit Suisse First Boston Mortgage Securities Corp., as Depositor
This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller,
the Master Servicer, the Servicers, the Special Servicer, the Modification Oversight Agent, the Trustee or the Trust Administrator
referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured
by any governmental agency or instrumentality.
This certifies that [_____________________________________________], is the registered owner of the Percentage Interest
evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all
Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting
primarily of the Mortgage Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor"). The Trust Fund
was created pursuant to a Series Supplement dated as of the Cut-off Date specified above and the Standard Terms of Pooling and
Servicing Agreement dated February 1, 2007 (collectively, the "Agreement") by and among the Depositor, the Seller(s), the Master
Servicer, the Trust Administrator, the Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers that are
party to the Series Supplement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
[For Privately Offered Certs only] [No transfer of this Certificate shall be made unless such transfer is made pursuant to
an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the
registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption
from the Securities Act and such laws, in order to assure compliance with the Securities Act and such laws, the Certificateholder
desiring to effect such transfer and such Certificateholder's prospective transferee shall each certify to the Trust Administrator in
writing the facts surrounding the transfer and (i) deliver a letter in substantially the form of either Exhibit L and either
(A) Exhibit M 1, provided that all of the Certificates of the Class shall be transferred to one investor or the Depositor otherwise
consents to such transfer, or (B) Exhibit M-2 or (ii) there shall be delivered to the Trust Administrator at the expense of the
transferor an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act. The Holder hereof
desiring to affect such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust Administrator and the Depositor
against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.]
Pursuant to Section 6.02(f) of the Agreement, no transfer of an ERISA-Restricted Certificate shall be made unless the
Trustee shall have received either (i) a representation letter from the transferee of such ERISA-Restricted Certificate, acceptable
to and in form and substance satisfactory to the Trust Administrator, to the effect that such transferee is not an employee benefit
plan or arrangement subject to Section 406 of ERISA or Section 4975 of the Code, or a person using the assets of any such plan or
arrangement which representation letter shall not be an expense of the Trustee, the Trust Administrator or the Trust Fund, (ii) if
the purchaser is an insurance company and the ERISA-Restricted Certificate has been the subject of an ERISA-Qualifying Underwriting,
a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an
"insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE
95-60")) and that the purchase and holding of such Certificate are covered under Sections I and III of PTCE 95-60 or (iii) in the case
of any such ERISA-Restricted Certificate presented for registration in the name of an employee benefit plan subject to Section 406 of
ERISA or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a person using such plan's or
arrangement's assets, an Opinion of Counsel satisfactory to the Trust Administrator to the effect that the purchase or holding of
such Certificate will not result in prohibited transactions under Section 406 of ERISA and/or Section 4975 of the Code and will not
subject the Depositor, the Trustee, the Trust Administrator, the Master Servicer or any other Servicer to any obligation in addition
to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of such parties or the Trust Fund. In the
event the representations referred to in the preceding sentence are not furnished, such representation shall be deemed to have been
made to the trustee by the transferee's acceptance of an ERISA-Restricted Certificate or by any beneficial owner who purchases an
interest in this certificate in book-entry form. In the event that a representation is violated, or any attempt to transfer an
ERISA-Restricted Certificate to a plan or arrangement or person using a plan's or arrangement's assets is attempted without the
delivery to the Trustee of the Opinion of Counsel described above, the attempted transfer or acquisition of this certificate shall be
void and of no effect.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trust Administrator.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be duly executed.
Dated: __________________
XXXXX FARGO BANK, N.A.
as Trust Administrator
By_____________________________________________
Countersigned:
By ___________________________
Authorized Signatory of
XXXXX FARGO BANK, N.A.
as Trust Administrator
EXHIBIT D-1
FORM OF CLASS AR CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP OF "RESIDUAL INTERESTS" ISSUED BY "REAL ESTATE
MORTGAGE INVESTMENT CONDUITS," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUST
ADMINISTRATOR A TRANSFEREE AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR A
REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR ARRANGEMENT, OR SECTION 4975 OF THE CODE OR A PERSON USING THE ASSETS
OF SUCH A PLAN OR ARRANGEMENT. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO
OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA OR TO SECTION 4975 OF THE CODE SHALL BE VOID
AND OF NO EFFECT.
Certificate No. : 1
Cut-off Date : _______________
First Distribution Date : _______________
Initial Certificate Balance
of this Certificate
("Denomination") : _______________
Initial Certificate Balances
of all Certificates
of this Class : _______________
CUSIP : _______________
Pass-Through Rate : Variable
Maturity Date : _______________
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
[Name of Series Trust],
Adjustable Rate Mortgage-Backed Pass-Through Certificates, [Series Name]
Class AR
evidencing a percentage interest in the distributions allocable to the Class AR Certificates with respect to a Trust
Fund consisting primarily of a pool of adjustable rate conventional mortgage loans (the "Mortgage Loans") secured by
first liens on one- to four-family residential properties.
Credit Suisse First Boston Mortgage Securities Corp., as Depositor
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance
at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer, the Servicers, the Special Servicer, the
Modification Oversight Agent, the Trustee or the Trust Administrator referred to below or any of their respective affiliates.
Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that Credit Suisse Securities (USA) LLC, is the registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of
the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of
the Mortgage Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor"). The Trust Fund was created
pursuant to a Series Supplement dated as of the Cut-off Date specified above and the Standard Terms of Pooling and Servicing
Agreement dated February 1, 2007 (collectively, the "Agreement") by and among the Depositor, the Seller(s), the Master Servicer, the
Trust Administrator, the Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers that are party to the
Series Supplement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender
of this Class AR Certificate at the Corporate Trust Office or the office or agency maintained by the Trust Administrator in New York,
New York.
Pursuant to the Agreement, no transfer of this Residual Certificate shall be made unless the Trust Administrator shall have
received a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the
Trust Administrator, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of
ERISA or Section 4975 of the Code, or a person using the assets of any such plan or arrangement which representation letter shall not
be an expense of the Trustee, the Trust Administrator or the Trust Fund. In the event the representations referred to in the
preceding sentence are not furnished, such representation shall be deemed to have been made to the Trust Administrator by the
transferee's acceptance of this Residual Certificate or by any beneficial owner who purchases an interest in this Certificate in
book-entry form. In the event that a representation is violated, or any attempt to transfer this Residual Certificate to a plan or
arrangement or person using a plan's or arrangement's assets is attempted, the attempted transfer or acquisition of this Certificate
shall be void and of no effect.
Each Holder of this Class AR Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement,
including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class AR
Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class AR Certificate may be transferred without
delivery to the Trust Administrator of a transfer affidavit of the initial owner or the proposed transferee in the form described in
the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class AR Certificate must agree to require a
transferee affidavit from any other person to whom such person attempts to transfer its Ownership Interest in this Class AR
Certificate as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class AR
Certificate must agree not to transfer an Ownership Interest in this Class AR Certificate if it has actual knowledge that the
proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class
AR Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trust Administrator.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be duly executed.
Dated: __________________
XXXXX FARGO BANK, N.A.
as Trust Administrator
By_____________________________________________
Countersigned:
By ___________________________
Authorized Signatory of
XXXXX FARGO BANK, N.A.
as Trust Administrator
EXHIBIT D-2
FORM OF CLASS AR-L CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUST
ADMINISTRATOR A TRANSFEREE AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR A
REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR ARRANGEMENT, OR SECTION 4975 OF THE CODE OR A PERSON USING
THE ASSETS OF SUCH A PLAN OR ARRANGEMENT. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS
CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA OR TO SECTION 4975 OF THE CODE
SHALL BE VOID AND OF NO EFFECT.
Certificate No. : 1
Cut-off Date : _______________
First Distribution Date : _______________
Initial Certificate Balance
of this Certificate
("Denomination") : _______________
Initial Certificate Balances
of all Certificates
of this Class : _______________
CUSIP : _______________
Pass-Through Rate : Variable
Maturity Date : _______________
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
[Name of Series Trust],
Adjustable Rate Mortgage-Backed Pass-Through Certificates, [Series Name]
Class AR-L
evidencing a percentage interest in the distributions allocable to the Class AR-L Certificates with respect to a
Trust Fund consisting primarily of a pool of fixed rate conventional mortgage loans (the "Mortgage Loans") secured
by first liens on one- to four-family residential properties.
Credit Suisse First Boston Mortgage Securities Corp., as Depositor
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate
Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation
of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer, the Servicer, the Trustee or the
Trust Administrator referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality.
This certifies that [__________________________________], is the registered owner of the Percentage Interest
evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all
Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting
primarily of the Mortgage Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor"). The Trust Fund
was created pursuant to a Series Supplement dated as of the Cut-off Date specified above and the Standard Terms of Pooling and
Servicing Agreement dated February 1, 2007 (collectively, the "Agreement") by and among the Depositor, the Seller(s), the Master
Servicer, the Trust Administrator, the Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers that are
party to the Series Supplement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and
surrender of this Class AR-L Certificate at the Corporate Trust Office or the office or agency maintained by the Trust Administrator
in New York, New York.
Pursuant to the Agreement, no transfer of this Residual Certificate shall be made unless the Trust Administrator
shall have received a representation letter from the transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trust Administrator, to the effect that such transferee is not an employee benefit plan or arrangement subject to
Section 406 of ERISA or Section 4975 of the Code, or a person using the assets of any such plan or arrangement which representation
letter shall not be an expense of the Trustee, the Trust Administrator or the Trust Fund. In the event the representations referred
to in the preceding sentence are not furnished, such representation shall be deemed to have been made to the Trust Administrator by
the transferee's acceptance of this Residual Certificate or by any beneficial owner who purchases an interest in this Certificate in
book-entry form. In the event that a representation is violated, or any attempt to transfer this Residual Certificate to a plan or
arrangement or person using a plan's or arrangement's assets is attempted, the attempted transfer or acquisition of this Certificate
shall be void and of no effect.
Each Holder of this Class AR-L Certificate will be deemed to have agreed to be bound by the restrictions of the
Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this
Class AR-L Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class AR-L Certificate may be transferred
without delivery to the Trust Administrator of a transfer affidavit of the initial owner or the proposed transferee in the form
described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class AR-L Certificate must agree
to require a transferee affidavit from any other person to whom such person attempts to transfer its Ownership Interest in this Class
AR-L Certificate as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class
AR-L Certificate must agree not to transfer an Ownership Interest in this Class AR-L Certificate if it has actual knowledge that the
proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class
AR-L Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported
transferee.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which
further provisions shall for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless
manually countersigned by an authorized signatory of the Trust Administrator.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be duly executed.
Dated: __________________
XXXXX FARGO BANK, N.A.
as Trust Administrator
By_______________________________________________________
Countersigned:
By ___________________________
Authorized Signatory of
XXXXX FARGO BANK, N.A.
as Trust Administrator
EXHIBIT E
FORM OF CLASS P CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"). ANY RESALE OR TRANSFER OF THIS
CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS
OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
PURSUANT TO SECTION 6.02(f) OF THE AGREEMENT, NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR (I) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR SECTION 4975 OF
THE CODE OR A PERSON USING THE ASSETS OF SUCH A PLAN OR ARRANGEMENT, OR (II) IF THE PURCHASER IS AN INSURANCE COMPANY AND THE
CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE
AGREEMENT REFERRED TO HEREIN OR (III) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
IN THE EVENT THE REPRESENTATIONS REFERRED TO IN THE PRECEDING SENTENCE ARE NOT FURNISHED, SUCH REPRESENTATION SHALL BE DEEMED TO HAVE
BEEN MADE TO THE TRUST ADMINISTRATOR BY THE TRANSFEREE'S ACCEPTANCE OF THIS CERTIFICATE, OR BY ANY BENEFICIAL OWNER WHO PURCHASES AN
INTEREST IN THIS CERTIFICATE IF SUCH CERTIFICATE IS A BOOK-ENTRY CERTIFICATE. IN THE EVENT THAT A REPRESENTATION IS VIOLATED, OR ANY
ATTEMPT TO TRANSFER THIS CERTIFICATE TO A PLAN OR ARRANGEMENT OR PERSON ACTING ON BEHALF OF A PLAN OR USING A PLAN'S OR ARRANGEMENT'S
ASSETS IS ATTEMPTED WITHOUT THE DELIVERY TO THE TRUST ADMINISTRATOR OF THE OPINION OF COUNSEL DESCRIBED ABOVE, THE ATTEMPTED TRANSFER
OR ACQUISITION OF THIS CERTIFICATE SHALL BE VOID AND OF NO EFFECT.
THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY DISTRIBUTIONS IN RESPECT OF PRINCIPAL.
Certificate No. : P-1
Cut-off Date : _______________
First Distribution Date : _______________
Percentage Interest : ____%
CUSIP : _______________
Maturity Date : _______________
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
[Name of Series Trust],
Adjustable Rate Mortgage-Backed Pass-Through Certificates, [Series Name],
Class P
evidencing a 100% Percentage Interest in the distributions allocable to the Class P Certificates with respect to a
Trust Fund consisting primarily of a pool of adjustable rate conventional mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties.
Credit Suisse First Boston Mortgage Securities Corp., as Depositor
This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller,
the Master Servicer, the Servicers, the Special Servicer, the Modification Oversight Agent, the Trustee or the Trust Administrator
referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured
by any governmental agency or instrumentality.
This certifies that _____________________________, is the registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of
the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of
the Mortgage Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor"). The Trust Fund was created
pursuant to a Series Supplement dated as of the Cut-off Date specified above and the Standard Terms of Pooling and Servicing
Agreement dated February 1, 2007 (collectively, the "Agreement") by and among the Depositor, the Seller(s), the Master Servicer, the
Trust Administrator, the Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers that are party to the
Series Supplement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
No transfer of this Certificate shall be made unless such transfer is made pursuant to an effective registration statement
under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under said Act and
such laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and such laws, in order
to assure compliance with the Securities Act and such laws, the Certificateholder desiring to effect such transfer and such
Certificateholder's prospective transferee shall each certify to the Trust Administrator in writing the facts surrounding the
transfer and (i) deliver a letter in substantially the form of either Exhibit L and either (A) Exhibit M-1, provided that all of the
Certificates of the Class shall be transferred to one investor or the Depositor otherwise consents to such transfer, or (B) Exhibit
M-2 or (ii) there shall be delivered to the Trust Administrator at the expense of the transferor an Opinion of Counsel that such
transfer may be made pursuant to an exemption from the Securities Act. The Holder hereof desiring to effect such transfer shall, and
does hereby agree to, indemnify the Trustee, the Trust Administrator and the Depositor against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and state laws.
Pursuant to the Agreement, no transfer of an ERISA-Restricted Certificate shall be made unless the Trust Administrator shall
have received either (i) a representation letter from the transferee of such ERISA-Restricted Certificate, acceptable to and in form
and substance satisfactory to the Trust Administrator, to the effect that such transferee is not an employee benefit plan or
arrangement subject to Section 406 of ERISA or Section 4975 of the Code, or a person using the assets of any such plan or arrangement
which representation letter shall not be an expense of the Trustee, the Trust Administrator or the Trust Fund, (ii) if the purchaser
is an insurance company and the ERISA-Restricted Certificate has been the subject of an ERISA-Qualifying Underwriting, a
representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance
company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and
that the purchase and holding of such Certificate are covered under Sections I and III of PTCE 95-60 or (iii) in the case of any such
ERISA-Restricted Certificate presented for registration in the name of an employee benefit plan subject to Section 406 of ERISA or
Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a person using such plan's or arrangement's
assets, an Opinion of Counsel satisfactory to the Trust Administrator to the effect that the purchase or holding of such Certificate
will not result in prohibited transactions under Section 406 of ERISA and/or Section 4975 of the Code and will not subject the
Depositor, the Trustee, the Trust Administrator, the Master Servicer or any other Servicer to any obligation in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense of such parties or the Trust Fund. In the event the
representations referred to in the preceding sentence are not furnished, such representation shall be deemed to have been made to the
Trust Administrator by the transferee's acceptance of an ERISA-Restricted Certificate or by any beneficial owner who purchases an
interest in this certificate in book-entry form. In the event that a representation is violated, or any attempt to transfer an
ERISA-Restricted Certificate to a plan or arrangement or person using a plan's or arrangement's assets is attempted without the
delivery to the Trust Administrator of the Opinion of Counsel described above, the attempted transfer or acquisition of this
certificate shall be void and of no effect.
Reference is hereby made to the further provisions of this Certificate set forth following the signature page hereof, which
further provisions shall for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trust Administrator.
On any Distribution Date on which the Stated Principal Balance of Mortgage Loans in such Loan Groups as are specified in the
Agreement are less than those percentages set forth in the Agreement, all remaining Mortgage Loans in such Loan Groups and all
property acquired in respect of such Mortgage Loans may be purchased as provided in the Agreement. In the event that no such
purchase occurs, the obligations and responsibilities created by the Agreement will terminate upon the later of the maturity or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all
property in respect thereof and the distribution to Certificateholders of all amounts required to be distributed pursuant to the
Agreement. In no event, however, will the trust created by the Agreement continue beyond the earlier of (i) the expiration of 21
years from the death of the last survivor of the descendants living at the date of the Agreement of a certain person named in the
Agreement or (ii) the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having
the latest scheduled maturity date as of the related Cut-off Date. Any term used herein that is defined in the Agreement shall have
the meaning assigned in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be duly executed.
Dated: _______________________
XXXXX FARGO BANK, N.A.
as Trust Administrator
By______________________________________________
Countersigned:
By ___________________________
Authorized Signatory of
XXXXX FARGO BANK, N.A.
as Trust Administrator
EXHIBIT F
FORM OF CLASS [__]-X CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"). ANY RESALE OR TRANSFER OF THIS
CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS
OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
PURSUANT TO SECTION 6.02(f) OF THE AGREEMENT, NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR (I) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR SECTION 4975 OF
THE CODE OR A PERSON USING THE ASSETS OF SUCH A PLAN OR ARRANGEMENT, OR (II) IF THE PURCHASER IS AN INSURANCE COMPANY AND THE
CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE
AGREEMENT REFERRED TO HEREIN OR (III) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
IN THE EVENT THE REPRESENTATIONS REFERRED TO IN THE PRECEDING SENTENCE ARE NOT FURNISHED, SUCH REPRESENTATION SHALL BE DEEMED TO HAVE
BEEN MADE TO THE TRUST ADMINISTRATOR BY THE TRANSFEREE'S ACCEPTANCE OF THIS CERTIFICATE, OR BY ANY BENEFICIAL OWNER WHO PURCHASES AN
INTEREST IN THIS CERTIFICATE IF SUCH CERTIFICATE IS A BOOK-ENTRY CERTIFICATE. IN THE EVENT THAT A REPRESENTATION IS VIOLATED, OR ANY
ATTEMPT TO TRANSFER THIS CERTIFICATE TO A PLAN OR ARRANGEMENT OR PERSON ACTING ON BEHALF OF A PLAN OR USING A PLAN'S OR ARRANGEMENT'S
ASSETS IS ATTEMPTED WITHOUT THE DELIVERY TO THE TRUSTEE OF THE OPINION OF COUNSEL DESCRIBED ABOVE, THE ATTEMPTED TRANSFER OR
ACQUISITION OF THIS CERTIFICATE SHALL BE VOID AND OF NO EFFECT.
THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY DISTRIBUTIONS IN RESPECT OF PRINCIPAL.
Certificate No. : 1
Cut-off Date : _______________
First Distribution Date : _______________
Initial Notional Amount of this
Certificate ("Denomination") : _______________
Initial Class Notional Amount of
all Certificates of this Class : _______________
Percentage Interest : 100%
CUSIP : _______________
Pass-Through Rate : N/A
Maturity Date : _______________
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
[Name of Series Trust],
Adjustable Rate Mortgage-Backed Pass-Through Certificates, [Series Name]
Class [__]-X
evidencing a 100% Percentage Interest in the distributions allocable to the Class [__]-X Certificates with respect
to a Trust Fund consisting primarily of a pool of adjustable rate conventional mortgage loans (the "Mortgage Loans")
secured by first liens on one- to four-family residential properties.
Credit Suisse First Boston Mortgage Securities Corp., as Depositor
This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller,
the Master Servicer, the Servicers, the Special Servicer, the Modification Oversight Agent, the Trustee or the Trust Administrator
referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured
by any governmental agency or instrumentality.
This certifies that [_____________________________________________], is the registered owner of the Percentage Interest
evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all
Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting
primarily of the Mortgage Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor"). The Trust Fund
was created pursuant to a Series Supplement dated as of the Cut-off Date specified above and the Standard Terms of Pooling and
Servicing Agreement dated February 1, 2007 (collectively, the "Agreement") by and among the Depositor, the Seller(s), the Master
Servicer, the Trust Administrator, the Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers that are
party to the Series Supplement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
No transfer of this Certificate shall be made unless such transfer is made pursuant to an effective registration statement
under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under said Act and
such laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and such laws, in order
to assure compliance with the Securities Act and such laws, the Certificateholder desiring to effect such transfer and such
Certificateholder's prospective transferee shall each certify to the Trust Administrator in writing the facts surrounding the
transfer and (i) deliver a letter in substantially the form of either Exhibit L and either (A) Exhibit M 1, provided that all of the
Certificates of the Class shall be transferred to one investor or the Depositor otherwise consents to such transfer, or (B) Exhibit M
2 or (ii) there shall be delivered to the Trust Administrator at the expense of the transferor an Opinion of Counsel that such
transfer may be made pursuant to an exemption from the Securities Act. The Holder hereof desiring to effect such transfer shall, and
does hereby agree to, indemnify the Trustee, the Trust Administrator and the Depositor against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and state laws.
Pursuant to the Agreement, no transfer of an ERISA-Restricted Certificate shall be made unless the Trust Administrator shall
have received either (i) a representation letter from the transferee of such ERISA-Restricted Certificate, acceptable to and in form
and substance satisfactory to the Trust Administrator, to the effect that such transferee is not an employee benefit plan or
arrangement subject to Section 406 of ERISA or Section 4975 of the Code, or a person using the assets of any such plan or arrangement
which representation letter shall not be an expense of the Trustee, the Trust Administrator or the Trust Fund, (ii) if the purchaser
is an insurance company and the ERISA-Restricted Certificate has been the subject of an ERISA-Qualifying Underwriting, a
representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance
company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and
that the purchase and holding of such Certificate are covered under Sections I and III of PTCE 95-60 or (iii) in the case of any such
ERISA-Restricted Certificate presented for registration in the name of an employee benefit plan subject to Section 406 of ERISA or
Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a person using such plan's or arrangement's
assets, an Opinion of Counsel satisfactory to the Trust Administrator to the effect that the purchase or holding of such Certificate
will not result in prohibited transactions under Section 406 of ERISA and/or Section 4975 of the Code and will not subject the
Depositor, the Trustee, the Trust Administrator, the Master Servicer or any other Servicer to any obligation in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense of such parties or the Trust Fund. In the event the
representations referred to in the preceding sentence are not furnished, such representation shall be deemed to have been made to the
Trust Administrator by the transferee's acceptance of an ERISA-Restricted Certificate or by any beneficial owner who purchases an
interest in this certificate in book-entry form. In the event that a representation is violated, or any attempt to transfer an
ERISA-Restricted Certificate to a plan or arrangement or person using a plan's or arrangement's assets is attempted without the
delivery to the Trust Administrator of the Opinion of Counsel described above, the attempted transfer or acquisition of this
certificate shall be void and of no effect.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually
countersigned by an authorized signatory of the Trust Administrator.
On any Distribution Date on which the Stated Principal Balance of Mortgage Loans in such Loan Groups as are specified in the
Agreement are less than those percentages set forth in the Agreement, all remaining Mortgage Loans in such Loan Groups and all
property acquired in respect of such Mortgage Loans may be purchased as provided in the Agreement. In the event that no such
purchase occurs, the obligations and responsibilities created by the Agreement will terminate upon the later of the maturity or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all
property in respect thereof and the distribution to Certificateholders of all amounts required to be distributed pursuant to the
Agreement. In no event, however, will the trust created by the Agreement continue beyond the earlier of (i) the expiration of 21
years from the death of the last survivor of the descendants living at the date of the Agreement of a certain person named in the
Agreement or (ii) the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having
the latest scheduled maturity date as of the related Cut-off Date. Any term used herein that is defined in the Agreement shall have
the meaning assigned in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be duly executed.
Dated: __________________
XXXXX FARGO BANK, N.A.
as Trust Administrator
By_____________________________________________
Countersigned:
By ___________________________
Authorized Signatory of
XXXXX FARGO BANK, N.A.
as Trust Administrator
EXHIBIT G
FORM OF REVERSE OF CERTIFICATES
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
[Name of Series Trust],
Adjustable Rate Mortgage-Backed Pass-Through Certificates, [Series Name]
Class [__]-[__]-[__]
This Certificate is one of a duly authorized issue of Certificates designated as Credit Suisse First Boston Mortgage
Securities Corp., Adjustable Rate Mortgage-Backed Pass-Through Certificates, [Series Name], of the Series specified on the face
hereof (herein collectively called the "Certificates"), and representing a beneficial ownership interest in the Trust Fund created by
the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the
Certificate Account for payment hereunder and that neither the Trustee nor the Trust Administrator is liable to the
Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement,
subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests,
rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the
Trustee and the Trust Administrator.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month, or, if such 25th day is
not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date
specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the
Agreement. The Record Date applicable to each Distribution Date is (1) with respect to all Certificates other than the LIBOR
Certificates that are Book-Entry Certificates on such Distribution Date, the close of business on the last day of the calendar month
preceding the month in which such Distribution Date occurs and (2) with respect to the LIBOR Certificates that are Book-Entry
Certificates on such Distribution Date, the close of business on the Business Day immediately preceding such Distribution Date.
Distributions on this Certificate shall be made by wire transfer of immediately available funds to the account of the Holder
hereof at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Trust
Administrator in writing at least five Business Days prior to the related Record Date and such Certificateholder shall satisfy the
conditions to receive such form of payment set forth in the Agreement, or, if not, by check mailed by first class mail to the address
of such Certificateholder appearing in the Certificate Register. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the Corporate Trust Office or such other location specified in
the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights
and obligations of the Trustee, the Trust Administrator and the rights of the Certificateholders under the Agreement at any time by
the Depositor, the Master Servicer, the Servicers, the Special Servicer, the Modification Oversight Agent, the Seller, the Trustee
and the Trust Administrator with the consent of the Holders of Certificates affected by such amendment evidencing the requisite
Percentage Interest, as provided in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in
exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register of the Trust Administrator upon surrender of this Certificate for registration of transfer at
the Corporate Trust Office or the office or agency maintained by the Trust Administrator in New York, New York, accompanied by a
written instrument of transfer in form satisfactory to the Trust Administrator and the Certificate Registrar duly executed by the
holder hereof or such holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage Interest in the Trust Fund will be issued to the designated
transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement.
As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates
of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trust Administrator may require
payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, each Servicer, the Master Servicer, the Seller, the Trustee and the Trust Administrator and any agent of the
Depositor, each Servicer, the Master Servicer, the Seller, the Trustee or the Trust Administrator may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Servicers, the Master Servicer,
the Seller, the Trustee, the Trust Administrator or any such agent shall be affected by any notice to the contrary.
On any Distribution Date on which the Stated Principal Balance of Mortgage Loans in such Loan Groups as are specified in the
Agreement are less than those percentages set forth in the Agreement, all remaining Mortgage Loans in such Loan Groups and all
property acquired in respect of such Mortgage Loans may be purchased as provided in the Agreement. In the event that no such
purchase occurs, the obligations and responsibilities created by the Agreement will terminate upon the later of the maturity or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all
property in respect thereof and the distribution to Certificateholders of all amounts required to be distributed pursuant to the
Agreement. In no event, however, will the trust created by the Agreement continue beyond the earlier of (i) the expiration of 21
years from the death of the last survivor of the descendants living at the date of the Agreement of a certain person named in the
Agreement or (ii) the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having
the latest scheduled maturity date as of the related Cut-off Date. Any term used herein that is defined in the Agreement shall have
the meaning assigned in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
_______________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage
Interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Trust Administrator to issue a new Certificate of a like denomination and Class, to the above named
assignee and deliver such Certificate to the following address:
______________________________________________________________________________
Dated:
________________________________________________________________________
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ____________________________________
__________________________________________________________________________________________________________________________________,
for the account of _______________________________________________________________________________________________________________,
account number ____________, or, if mailed by check, to __________________________________________________________________________
__________________________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________________________
Applicable statements should be mailed to ________________________________________________________________________________________
__________________________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________________________
This information is provided by, the assignee named above, or, as its agent.
EXHIBIT H-1
FORM OF SERVICER INFORMATION
The following information will be emailed to the Master Servicer by each Servicer and to the Trust Administrator by the Master
Servicer:
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
Max
Column Name Description Decimal Format Comment Size
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
------------------------------------------------------------------------------------- --------- ---------------------- ------
Each file requires the following fields:
------------------------------------------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
SER_INVESTOR_NBR A value assigned by the Servicer to define a Text up to 20 digits
group of loans. 20
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
LOAN_NBR A unique identifier assigned to each loan by Text up to 10 digits
the investor. 10
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits
Servicer. This may be different than the 10
LOAN_NBR.
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
SCHED_PAY_AMT Scheduled monthly principal and scheduled 2 No commas(,) or
interest payment that a borrower is expected to dollar signs ($) 11
pay, P&I constant.
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
NOTE_INT_RATE The loan interest rate as reported by the 4 Max length of 6
Servicer. 6
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
NET_INT_RATE The loan gross interest rate less the service 4 Max length of 6
fee rate as reported by the Servicer. 6
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
SERV_FEE_RATE The servicer's fee rate for a loan as reported 4 Max length of 6
by the Servicer. 6
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
SERV_FEE_AMT The servicer's fee amount for a loan as 2 No commas(,) or
reported by the Servicer. dollar signs ($) 11
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
NEW_PAY_AMT The new loan payment amount as reported by the 2 No commas(,) or
Servicer. dollar signs ($) 11
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6
6
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
ARM_INDEX_RATE The index the Servicer is using to calculate a 4 Max length of 6
forecasted rate. 6
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at the 2 No commas(,) or
beginning of the processing cycle. dollar signs ($) 11
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
ACTL_END_PRIN_BAL The borrower's actual principal balance at the 2 No commas(,) or
end of the processing cycle. dollar signs ($) 11
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that MM/DD/YYYY
the borrower's next payment is due to the 10
Servicer, as reported by Servicer.
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or
dollar signs ($) 11
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
SERV_CURT_DATE_1 The curtailment date associated with the first MM/DD/YYYY
curtailment amount. 10
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or
curtailment amount, if applicable. dollar signs ($) 11
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or
dollar signs ($) 11
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
SERV_CURT_DATE_2 The curtailment date associated with the second MM/DD/YYYY
curtailment amount. 10
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or
curtailment amount, if applicable. dollar signs ($) 11
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or
dollar signs ($) 11
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
SERV_CURT_DATE_3 The curtailment date associated with the third MM/DD/YYYY
curtailment amount. 10
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or
curtailment amount, if applicable. dollar signs ($) 11
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
PIF_AMT The loan "paid in full" amount as reported by 2 No commas(,) or
the Servicer. dollar signs ($) 11
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
PIF_DATE The paid in full date as reported by the MM/DD/YYYY
Servicer. 10
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
Action Code Key:
ACTION_CODE The standard FNMA numeric code used to indicate 15=Bankruptcy, 2
the default/delinquent status of a particular 30=Foreclosure, ,
loan. 60=PIF,
63=Substitution,
65=Repurchase,70=REO
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or
reported by the Servicer. dollar signs ($) 11
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or
applicable. dollar signs ($) 11
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if applicable. 2 No commas(,) or
dollar signs ($) 11
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, 2 No commas(,) or
if applicable. dollar signs ($) 11
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
------------------------------------------------------------------------------------- --------- ---------------------- ------
Plus the following applicable fields:
------------------------------------------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount due 2 No commas(,) or
at the beginning of the cycle date to be passed dollar signs ($) 11
through to investors.
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
SCHED_END_PRIN_BAL The scheduled principal balance due to 2 No commas(,) or
investors at the end of a processing cycle. dollar signs ($) 11
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
SCHED_PRIN_AMT The scheduled principal amount as reported by 2 No commas(,) or
the Servicer for the current cycle -- only dollar signs ($) 11
applicable for Scheduled/Scheduled Loans.
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or
service fee amount for the current cycle as dollar signs ($) 11
reported by the Servicer -- only applicable for
Scheduled/Scheduled Loans.
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or
Servicer for the current reporting cycle -- dollar signs ($) 11
only applicable for Actual/Actual Loans.
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
ACTL_NET_INT The actual gross interest amount less the 2 No commas(,) or
service fee amount for the current reporting dollar signs ($) 11
cycle as reported by the Servicer -- only
applicable for Actual/Actual Loans.
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or
prepays on his loan as reported by the dollar signs ($) 11
Servicer.
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or
waived by the servicer. dollar signs ($) 11
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
MOD_DATE The Effective Payment Date of the Modification MM/DD/YYYY
for the loan. 10
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
MOD_TYPE The Modification Type. Varchar - value can
be alpha or numeric 30
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and interest 2 No commas(,) or
advances made by Servicer. dollar signs ($) 11
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
Flag to indicate if the repurchase of a loan is Y=Breach
BREACH_FLAG due to a breach of Representations and N=NO Breach 1
Warranties Let blank if N/A
----------------------------------- ------------------------------------------------- --------- ---------------------- ------
EXHIBIT H-2
REPORTING DATA FOR DEFAULTED LOANS
*The column/header names in bold are the minimum fields Xxxxx Fargo must receive from every Servicer
------------------------------------------- --------------------------------------------------------- ----------- --------------
Column/Header Name Description Decimal Format
Comment
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer.
This may be different than the LOAN_NBR
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
LOAN_NBR A unique identifier assigned to each loan by the
originator.
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
CLIENT_NBR Servicer Client Number
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
SERV_INVESTOR_NBR Contains a unique number as assigned by an external
servicer to identify a group of loans in their system.
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
BORROWER_FIRST_NAME First Name of the Borrower.
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
BORROWER_LAST_NAME Last name of the borrower.
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
XXXX_XXXXXXX Xxxxxx Name and Number of Property
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
PROP_STATE The state where the property located.
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
PROP_ZIP Zip code where the property is located.
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due to the MM/DD/YYYY
servicer at the end of processing cycle, as reported by
Servicer.
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to the bankruptcy
filing.
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been MM/DD/YYYY
approved by the courts
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. Either by MM/DD/YYYY
Dismissal, Discharged and/or a Motion For Relief Was
Granted.
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The MM/DD/YYYY
Servicer
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan Such As;
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation/Plan Is Scheduled to MM/DD/YYYY
End/Close
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer with MM/DD/YYYY
instructions to begin foreclosure proceedings.
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue Foreclosure MM/DD/YYYY
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a MM/DD/YYYY
Foreclosure Action
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected to MM/DD/YYYY
occur.
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure sale. 2 No commas(,)
or dollar
signs ($)
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the MM/DD/YYYY
property from the borrower.
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
LIST_DATE The date an REO property is listed at a particular MM/DD/YYYY
price.
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,)
or dollar
signs ($)
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
OFFER_DATE_TIME The date an offer is received by DA Admin or by the MM/DD/YYYY
Servicer.
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
REO_CLOSING_DATE The date the REO sale of the property is scheduled to MM/DD/YYYY
close.
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
OCCUPANT_CODE Classification of how the property is occupied.
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
PROP_CONDITION_CODE A code that indicates the condition of the property.
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
CURR_PROP_VAL The current "as is" value of the property based on 2
brokers price opinion or appraisal.
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
REPAIRED_PROP_VAL The amount the property would be worth if repairs are 2
completed pursuant to a broker's price opinion or
appraisal.
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
If applicable:
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
DELINQ_REASON_CODE The circumstances which caused a borrower to stop
paying on a loan. Code indicates the reason why the
loan is in default for this cycle.
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With Mortgage MM/DD/YYYY
Insurance Company.
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,)
or dollar
signs ($)
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim Payment MM/DD/YYYY
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,)
or dollar
signs ($)
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By The MM/DD/YYYY
Pool Insurer
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,)
or dollar
signs ($)
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,)
or dollar
signs ($)
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,)
or dollar
signs ($)
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,)
or dollar
signs ($)
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
------------------------------------------- --------------------------------------------------------- ----------- --------------
------------------------------------------- --------------------------------------------------------- ----------- --------------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
------------------------------------------- --------------------------------------------------------- ----------- --------------
The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o ASUM- Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale
o SS- Short Sale
o MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry
standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Xxxxx Fargo Bank with a description of
each of the Loss Mitigation Types prior to sending the file.
The Occupant Code field should show the current status of the property code as follows:
o Mortgagor
o Tenant
o Unknown
o Vacant
The Property Condition field should show the last reported condition of the property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:
------------------------ ---------------------------------------------------------
Delinquency Code Delinquency Description
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
001 FNMA-Death of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
002 FNMA-Illness of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
003 FNMA-Illness of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
004 FNMA-Death of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
005 FNMA-Marital difficulties
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
006 FNMA-Curtailment of income
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
007 FNMA-Excessive Obligation
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
008 FNMA-Abandonment of property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
009 FNMA-Distant employee transfer
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
011 FNMA-Property problem
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
012 FNMA-Inability to sell property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
013 FNMA-Inability to rent property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
014 FNMA-Military Service
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
015 FNMA-Other
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
016 FNMA-Unemployment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
017 FNMA-Business failure
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
019 FNMA-Casualty loss
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
022 FNMA-Energy environment costs
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
023 FNMA-Servicing problems
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
026 FNMA-Payment adjustment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
027 FNMA-Payment dispute
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
029 FNMA-Transfer of ownership pending
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
030 FNMA-Fraud
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
031 FNMA-Unable to contact borrower
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
INC FNMA-Incarceration
------------------------ ---------------------------------------------------------
The FNMA Delinquent Status Code field should show the Status of Default as follows:
------------------------ -------------------------------------------------------
Status Code Status Description
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
09 Forbearance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
17 Pre-foreclosure Sale Closing Plan Accepted
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
24 Government Seizure
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
26 Refinance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
27 Assumption
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
28 Modification
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
29 Charge-Off
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
30 Third Party Sale
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
31 Probate
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
32 Military Indulgence
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
43 Foreclosure Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
44 Deed-in-Lieu Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
49 Assignment Completed
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
61 Second Lien Considerations
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
62 Veteran's Affairs-No Bid
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
63 Veteran's Affairs-Refund
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
64 Veteran's Affairs-Buydown
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
65 Chapter 7 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
66 Chapter 11 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
67 Chapter 13 Bankruptcy
------------------------ -------------------------------------------------------
EXHIBIT H-3
FORM OF REALIZED LOSS CALCULATION
Calculation of Realized Loss/Gain Form 332- Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and all credits as separate line items. Claim packages
are due on the remittance report date. Late submissions may result in claims not being passed until the following month.
The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.
The numbers on the 332 form correspond with the numbers listed below.
Liquidation and Acquisition Expenses:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of
default through liquidation breaking out the net interest and servicing fees advanced is required.
2. The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent
payments had been made as agreed. For documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly
basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net
interest and servicing fees advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form - breakdown required showing period of coverage, base
tax, interest, penalty. Advances prior to default require evidence of servicer efforts to recover advances.
* For escrow advances - complete payment history (to calculate advances from last positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and WFB's approved Servicing Officer Certification
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental
proceeds.
Total Realized Loss (or Amount of Any Gain)
23. The total derived from subtracting line 22 from 13. If the amount represents a realized gain, show the amount in
parenthesis ( ).
Prepared by: __________________ Date: _______________
Phone: ______________________ Email Address:_____________________
---------------------------------- -------------------------------------- --------------------------------------------
Servicer Loan No. Servicer Name Servicer Address
---------------------------------- -------------------------------------- --------------------------------------------
XXXXX FARGO BANK, N.A. Loan No._____________________________
Borrower's Name: _________________________________________________________
Property Address: _________________________________________________________
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If "Yes", provide deficiency or cramdown amount _______________________________
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan $ ______________ (1)
(2) Interest accrued at Net Rate ________________(2)
(3) Accrued Servicing Fees ________________(3)
(4) Attorney's Fees ________________(4)
(5) Taxes (see page 2) ________________(5)
(6) Property Maintenance ________________(6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________(7)
(8) Utility Expenses ________________(8)
(9) Appraisal/BPO ________________(9)
(10) Property Inspections ________________(10)
(11) FC Costs/Other Legal Expenses ________________(11)
(12) Other (itemize) ________________(12)
Cash for Keys__________________________ ________________(12)
HOA/Condo Fees_______________________ ________________(12)
______________________________________ ________________(12)
Total Expenses $ _______________(13)
Credits:
(14) Escrow Balance $ _______________(14)
(15) HIP Refund ________________(15)
(16) Rental Receipts ________________(16)
(17) Hazard Loss Proceeds ________________(17)
(18) Primary Mortgage Insurance / Gov't Insurance ________________(18a) HUD Part A
________________(18b) HUD Part B
(19) Pool Insurance Proceeds ________________(19)
(20) Proceeds from Sale of Acquired Property ________________(20)
(21) Other (itemize) ________________(21)
_________________________________________ ________________(21)
Total Credits $________________(22)
Total Realized Loss (or Amount of Gain) $________________(23)
Escrow Disbursement Detail
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
Type Date Paid Period of Total Paid Base Amount Penalties Interest
(Tax /Ins.) Coverage
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
------------------ --------------- ---------------- ---------------- --------------- ---------------- ----------------
EXHIBIT I
FORM OF TRUST RECEIPT AND INITIAL CERTIFICATION
[_________________, 200_]
U.S. Bank National Association
as Trustee for the
[Name of Series Trust]
Corporate Trust Services/Structured Finance
60 Xxxxxxxxxx Avenue, EP MN WS3D
Xx. Xxxx, Xxxxxxxxx 00000
Xxxxx Fargo Bank, N.A.,
as Trust Administrator and Master Servicer for the
[Name of Series Trust]
0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, XX 00000
Credit Suisse First Boston Mortgage Securities Corp.
00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
Re: Custodial Agreement, dated as of [Cut-off Date of Series], among U.S. Bank National Association, as Trustee, Xxxxx
Fargo Bank, N.A., as Trust Administrator, and [_______________], as Custodian.
Ladies and Gentlemen:
In accordance with the provisions of Section 4 of the above-referenced Custodial Agreement, the undersigned, as the
Custodian, hereby certifies as to each Mortgage Loan in the Mortgage Loan Schedule that (i) it has received the original Mortgage
Note and Assignment of Mortgage with respect to each Mortgage Loan identified on the Mortgage Loan Schedule attached hereto and (ii)
such Mortgage Note has been reviewed by it and appears regular on its face and relates to such Mortgage Loan. The Custodian makes no
representations as to (i) the validity, legality, enforceability, sufficiency, due authorization or genuineness of any of the
documents contained in each Custodial File or of any of the Mortgage Loans or (ii) the collectability, insurability, effectiveness or
suitability of any such Mortgage Loan.
The Custodian hereby confirms that it is holding each such Mortgage Note, Assignment of Mortgage and Assignment of Note as
agent and bailee of, and custodian for the exclusive use and benefit, and subject to the sole direction, of the Trustee pursuant to
the terms and conditions of the Custodial Agreement.
This Trust Receipt and Initial Certification is not divisible or negotiable.
The Custodian will accept and act on instructions with respect to the Mortgage Loans subject hereto upon surrender of this
Trust Receipt and Initial Certification at its office at [CUSTODIAN ADDRESS], Attention: Document Custodian.
Capitalized terms used herein shall have the meaning ascribed to them in the Custodial Agreement.
[_______________________________],
as Custodian
By:_______________________________
Name:
Title:
EXHIBIT J
FORM OF TRUST RECEIPT AND FINAL CERTIFICATION
[date]
U.S. Bank National Association
as Trustee for the
[Name of Series Trust]
Corporate Trust Services/Structured Finance
60 Xxxxxxxxxx Avenue, EP MN WS3D
Xx. Xxxx, Xxxxxxxxx 00000
Xxxxx Fargo Bank, N.A.,
as Trust Administrator and Master Servicer for the
[Name of Series Trust]
0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, XX 00000
Credit Suisse First Boston Mortgage Securities Corp.
00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
Re: Custodial Agreement, dated as of [Cut-off Date of Series], among U.S. Bank National Association, as Trustee, Xxxxx
Fargo Bank, N.A., as Trust Administrator, and [____________________], as Custodian
Ladies and Gentlemen:
In accordance with the provisions of Section [5][6] of the above-referenced Custodial Agreement, the undersigned, as the
Custodian, hereby certifies that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full or any Mortgage Loan listed on the attachment hereto) it has reviewed the Custodial Files and has determined that (i) all
documents required to be delivered to it pursuant to Sections 2(i)-(ix) of the Custodial Agreement are in its possession; (ii) such
documents have been reviewed by it and appear regular on their face and related to such Mortgage Loan; (iii) all Assignments of
Mortgage or intervening assignments of mortgage, as applicable, have been submitted for recording in the jurisdictions in which
recording is necessary; and (iv) each Mortgage Note has been endorsed as provided in Section 2(ii) of the Custodial Agreement and
each Mortgage has been assigned in accordance with Section 2(vi) of the Custodial Agreement. The Custodian makes no representations
as to (i) the validity, legality, enforceability, sufficiency, due authorization or genuineness of any of the documents contained in
each Custodial File or of any of the Mortgage Loans or (ii) the collectability, insurability, effectiveness or suitability of any
such Mortgage Loan.
The Custodian hereby confirms that it is holding each such Custodial File as agent and bailee of, and custodian for the
exclusive use and benefit, and subject to the sole direction, of Trustee pursuant to the terms and conditions of the Custodial
Agreement.
This Trust Receipt and Final Certification is not divisible or negotiable.
The Custodian will accept and act on instructions with respect to the Mortgage Loans subject hereto upon surrender of this
Trust Receipt and Initial Certification at its office at [CUSTODIAN ADDRESS], Attention: Document Custodian.
Capitalized terms used herein shall have the meaning ascribed to them in the Custodial Agreement.
[_______________________________],
as Custodian
By:_______________________________
Name:
Title:
EXHIBIT K
FORM OF REQUEST FOR RELEASE
[date]
To: [Custodian]
In connection with the administration of the Mortgage Loans held by you as Custodian on behalf of the Trustee under
the Series Supplement dated as of ___________________ and the Standard Terms of Pooling and Servicing Agreement dated February 1,
2007 (collectively, the "Agreement") by and among the Depositor, the Seller(s), the Master Servicer, the Trust Administrator, the
Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers that are party to the Series Supplement, the
undersigned hereby requests a release of the Mortgage File held by you as Custodian with respect to the following described Mortgage
Loan for the reason indicated below.
Mortgagor's Name:
Address:
Loan No.:
Reason for requesting file:
____ 1. Mortgage Loan paid in full.
(The Servicer hereby certifies that all amounts received in connection with the Mortgage Loan
have been or will be credited to the Certificate Account pursuant to the Agreement.)
____ 2. Mortgage Loan repurchased. (The Servicer hereby certifies that the Purchase Price has been
credited to the Certificate Account pursuant to the Agreement.)
____ 3. The Mortgage Loan is being foreclosed.
____ 4. Other. (Describe)
The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the
provisions of the Agreement and will be returned, except if the Mortgage Loan has been paid in full or repurchased (in which case the
Mortgage File will be retained by us permanently) when no longer required by us for such purpose.
Capitalized terms used herein shall have the meanings ascribed to them in the Agreement.
[NAME OF SERVICER]
By:__________________________________________
Name:
Title:
EXHIBIT L
FORM OF TRANSFEROR CERTIFICATE
[date]
Credit Suisse First Boston Mortgage Securities Corp.
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
Xxxxx Fargo Bank, N.A.,
as Trust Administrator for the
[Name of Series Trust]
0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, XX 00000
Re: [__________________] Mortgage-Backed Pass-Through Certificates, Series 200_-__
Ladies and Gentlemen:
In connection with our disposition of the above Certificates we certify that (a) we understand that the Certificates
have not been registered under the Securities Act of 1933, as amended (the "Act"), and are being disposed by us in a transaction that
is exempt from the registration requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to
buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that
would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act, (c) to the extent we are
disposing of a Class AR Certificate, we have no knowledge the Transferee is not a Permitted Transferee and (d) to the extent we are
disposing of a Certificate in reliance upon Regulation S under the Act, that such transfer has been effected pursuant to and in
accordance with Regulation S under the Act, and accordingly that:
(1) the offer of the Certificates was not made to a person in the United States;
[(2) at the time the buy order was originated, the transferee was outside the United States or we and any
person acting on our behalf reasonably believed that the transferee was outside the United States;]*
[(2) the transaction was executed in, on or through the facilities of a designated offshore securities market
and neither us nor any person acting on our behalf knows that the transaction was prearranged with a
buyer in the United States;]*
* Insert one of these two provisions.
(3) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b)
of Regulation S, as applicable; and
(4) the transaction is not part of a plan or scheme to evade the registration requirements of the Act.
Very truly yours,
Print Name of Transferor
By:___________________________
Authorized Officer
EXHIBIT M-1
FORM OF INVESTMENT LETTER
[date]
Credit Suisse First Boston Mortgage Securities Corp.
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
Xxxxx Fargo Bank, N.A.,
as Trust Administrator for the
[Name of Series Trust]
0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, XX 00000
Re: [__________________] Mortgage-Backed Pass-Through Certificates, Series 200_-__
Ladies and Gentlemen:
In connection with our acquisition of the above Certificates we certify that (a) we understand that the Certificates
are not being registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and are being
transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we are an
"accredited investor," as defined in Regulation D under the Act, and have such knowledge and experience in financial and business
matters that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity to
ask questions of and receive answers from the Depositor concerning the purchase of the Certificates and all matters relating thereto
or any additional information deemed necessary to our decision to purchase the Certificates, (d) either (i) we are not an employee
benefit plan or arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of
the Internal Revenue Code of 1986, as amended, nor are we using the assets of any such plan or arrangement, (ii) we are providing an
Opinion of Counsel which establishes to the reasonable satisfaction of the Trust Administrator that the purchase and holding of
ERISA-Restricted Certificates by, on behalf of or with "plan assets" of such plan or arrangement will not result in non-exempt
prohibited transactions under Section 406 of ERISA or Section 4975 of the Code, and will not subject the Depositor, the Trustee, the
Trust Administrator, the Master Servicer or any other Servicer to any obligation in addition to those undertaken in this Agreement or
(iii) if, in the case of ERISA-Restricted Certificates that have been the subject of an ERISA-Qualifying Underwriting, we are an
insurance company, we are purchasing such Certificates with funds contained in an "insurance company general account" (as such term
is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and our purchase and holding of such
Certificates are covered under Sections I and III of PTCE 95-60, (e) we are acquiring the Certificates for investment for our own
account and not with a view to any distribution of such Certificates (but without prejudice to our right at all times to sell or
otherwise dispose of the Certificates in accordance with clause (g) below), (f) we have not offered or sold any Certificates to, or
solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect
thereto, or taken any other action which would result in a violation of Section 5 of the Act, and (g) we will not sell, transfer or
otherwise dispose of any Certificates unless (1) such sale, transfer or other disposition is made pursuant to an effective
registration statement under the Act or is exempt from such registration requirements, and if requested, we will at our expense
provide an opinion of counsel satisfactory to the addressees of this Certificate that such sale, transfer or other disposition may be
made pursuant to an exemption from the Act, (2) the purchaser or transferee of such Certificate has executed and delivered to you a
certificate to substantially the same effect as this certificate, and (3) the purchaser or transferee has otherwise complied with any
conditions for transfer set forth in the Series Supplement dated as of ___________________ and the Standard Terms of Pooling and
Servicing Agreement dated February 1, 2007 (collectively, the "Agreement") by and among the Depositor, the Seller(s), the Master
Servicer, the Trust Administrator, the Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers that are
party to the Series Supplement.
Very truly yours,
_________________________________
Print Name of Transferor
By:______________________________
Authorized Officer
EXHIBIT M-2
FORM OF RULE 144A LETTER
[date]
Credit Suisse First Boston Mortgage Securities Corp.
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
Xxxxx Fargo Bank, N.A.,
as Trust Administrator for the
[Name of Series Trust]
0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, XX 00000
Re: [__________________] Mortgage-Backed Pass-Through Certificates, Series 200_-__
Ladies and Gentlemen:
In connection with our acquisition of the above Certificates we certify that (a) we understand that the Certificates
are not being registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and are being
transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we have such
knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in
the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase
of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the
Certificates, (d) either (i) we are not an employee benefit plan or arrangement that is subject to the Employee Retirement Income
Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we using the assets of
any such plan or arrangement, (ii) we are providing an Opinion of Counsel which establishes to the reasonable satisfaction of the
Trust Administrator that the purchase and holding of ERISA-Restricted Certificates by, on behalf of or with "plan assets" of such
plan will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, and will not
subject the Depositor, the Trustee, the Trust Administrator, the Master Servicer or any other Servicer to any obligation in addition
to those undertaken in this Agreement or (iii) if, in the case of an ERISA-Restricted Certificates that have been the subject of an
ERISA-Qualifying Underwriting, we are an insurance company, we are purchasing such Certificates with funds contained in an "insurance
company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and
our purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60, (e) we have not, nor has anyone
acting on our behalf offered, transferred, pledged, sold or otherwise disposed of the Certificates, any interest in the Certificates
or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the
Certificates, any interest in the Certificates or any other similar security from, or otherwise approached or negotiated with respect
to the Certificates, any interest in the Certificates or any other similar security with, any person in any manner, or made any
general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a
distribution of the Certificates under the Act or that would render the disposition of the Certificates a violation of Section 5 of
the Act or require registration pursuant thereto, nor will act, nor has authorized or will authorize any person to act, in such
manner with respect to the Certificates, (f) we are a "qualified institutional buyer" as that term is defined in Rule 144A under the
Act ("Rule 144A") and have completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2, (g)
we are aware that the sale to us is being made in reliance on Rule 144A, and (i) we are acquiring the Certificates for our own
account or for resale pursuant to Rule 144A and further, understand that such Certificates may be resold, pledged or transferred only
(A) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or
(B) pursuant to another exemption from registration under the Act.
Very truly yours,
_________________________________
Print Name of Transferor
By:______________________________
Authorized Officer
EXHIBIT M-3
FORM OF REGULATION S LETTER
Credit Suisse First Boston Mortgage Securities Corp.
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
Xxxxx Fargo Bank, N.A.,
as Trust Administrator for the
[Name of Series Trust]
0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, XX 00000
Re: [__________________] Mortgage-Backed Pass-Through Certificates, Series 200 - (the "Certificates")
Ladies and Gentlemen:
In connection with our acquisition of the above Certificates we certify that (a) we understand that the Certificates
are not being registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and are being
transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we have such
knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in
the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase
of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the
Certificates, (d) either (i) we are not an employee benefit plan or arrangement that is subject to the Employee Retirement Income
Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we using the assets of
any such plan or arrangement, (ii) we are providing an Opinion of Counsel which establishes to the reasonable satisfaction of the
Trust Administrator that the purchase and holding of ERISA-Restricted Certificates by, on behalf of or with "plan assets" of such
plan will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, and will not
subject the Depositor, the Trustee, the Trust Administrator, the Master Servicer or any other Servicer to any obligation in addition
to those undertaken in this Agreement or (iii) if, in the case of an ERISA-Restricted Certificates that have been the subject of an
ERISA-Qualifying Underwriting, we are an insurance company, we are purchasing such Certificates with funds contained in an "insurance
company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and
our purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60, (e) we have not, nor has anyone
acting on our behalf offered, transferred, pledged, sold or otherwise disposed of the Certificates, any interest in the Certificates
or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the
Certificates, any interest in the Certificates or any other similar security from, or otherwise approached or negotiated with respect
to the Certificates, any interest in the Certificates or any other similar security with, any person in any manner, or made any
general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a
distribution of the Certificates under the Act or that would render the disposition of the Certificates a violation of Section 5 of
the Act or require registration pursuant thereto, nor will act, nor has authorized or will authorize any person to act, in such
manner with respect to the Certificates, (f) we are not a "U.S. person" within the meaning of Regulation S under the Act (a "Non-U.S.
Person"), (g) we are aware that the sale to us is being made in reliance on Regulation S, and (h) we are acquiring the Certificates
for our own account or for resale pursuant to Regulation S under the Act and further, understand that such Certificates may be
resold, pledged or transferred only (A) to a person reasonably believed to be a qualified institutional buyer that purchases for its
own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is
being made in reliance on Rule 144A, (B) to a Non-U.S. Person in accordance with Regulation S under the Act or (C) pursuant to
another exemption from registration under the Act.
Very truly yours,
[Print Name of Transferee]
By:____________________________________
Name:
Title:
EXHIBIT N
FORM OF TRANSFEREE AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] or [Name of Owner] (record or beneficial owner (the "Owner") of the Class
[AR/AR-L] Certificates (the "Class [AR/AR-L] Certificates")), a [savings institution] [corporation] duly organized and existing under
the laws of [the State of ] [the United States], on behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified organization" as of [date of transfer] within the
meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) will endeavor to remain other than
a disqualified organization for so long as it retains its ownership interest in the Class [AR/AR-L] Certificates, and (iii) is
acquiring the Class [AR/AR-L] Certificates for its own account. A "Permitted Transferee" is any person other than a "disqualified
organization." (For this purpose, a "disqualified organization" means the United States, any state or political subdivision thereof,
any agency or instrumentality of any of the foregoing (other than an instrumentality all of the activities of which are subject to
tax and, except for the Federal Home Loan Mortgage Corporation, a majority of whose board of directors is not selected by any such
governmental entity) or any foreign government, international organization or any agency or instrumentality of such foreign
government or organization, any rural electric or telephone cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax unless such organization is subject to the tax on unrelated business
taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on transfers of Class [AR/AR-L] Certificates
to disqualified organizations under the Code; (ii) that such tax would be on the transferor, or, if such transfer is through an agent
(which person includes a broker, nominee or middleman) for a non-Permitted Transferee, on the agent; (iii) that the person otherwise
liable for the tax shall be relieved of liability for the tax if the transferee furnishes to such person an affidavit that the
transferee is a Permitted Transferee and, at the time of transfer, such person does not have actual knowledge that the affidavit is
false; and (iv) that the Class [AR/AR-L] Certificates may be "noneconomic residual interests" within the meaning of Treasury
regulations promulgated pursuant to the Code and that the transferor of a noneconomic residual interest will remain liable for any
taxes due with respect to the income on such residual interest, if a significant purpose of the transfer was to enable the transferor
to impede the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity" holding Class [AR/AR-L] Certificates
if at any time during the taxable year of the pass-through entity a non-Permitted Transferee is the record holder of an interest in
such entity. (For this purpose, a "pass through entity" includes a regulated investment company, a real estate investment trust or
common trust fund, a partnership, trust or estate, and certain cooperatives.)
5. That the Owner is aware that the Trust Administrator will not register the Transfer of any Class [AR/AR-L]
Certificates unless the transferee, or the transferee's agent, delivers to it an affidavit and agreement, among other things, in
substantially the same form as this affidavit and agreement. The Owner expressly agrees that it will not consummate any such
transfer if it knows or believes that any of the representations contained in such affidavit and agreement are false.
6. That the Owner has reviewed the restrictions set forth on the face of the Class [AR/AR-L] Certificates and
the provisions of Section 6.02 of the Series Supplement dated as of ___________________ and the Standard Terms of Pooling and
Servicing Agreement dated February 1, 2007 (collectively, the "Agreement") by and among the Depositor, the Seller(s), the Master
Servicer, the Trust Administrator, the Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers that are
party to the Series Supplement, under which the Class [AR/AR-L] Certificates were issued. The Owner expressly agrees to be bound by
and to comply with such restrictions and provisions.
7. That the Owner consents to any additional restrictions or arrangements that shall be deemed necessary upon
advice of counsel to constitute a reasonable arrangement to ensure that the Class [AR/AR-L] Certificates will only be owned, directly
or indirectly, by an Owner that is a Permitted Transferee.
8. That the Owner's Taxpayer Identification Number is ________________.
9. That the Owner is a citizen or resident of the United States, a corporation, partnership or other entity
created or organized in, or under the laws of, the United States, any State thereof or the District of Columbia, or an estate or
trust whose income from sources without the United States is includable in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within the United States.
10. That no purpose of the Owner relating to the purchase of the Class [AR/AR-L] Certificate by the Owner is or
will be to impede the assessment or collection of tax.
11. That the Owner has no present knowledge or expectation that it will be unable to pay any United States
taxes owed by it so long as any of the Certificates remain outstanding.
12. That the Owner has no present knowledge or expectation that it will become insolvent or subject to a
bankruptcy proceeding for so long as any of the Certificates remain outstanding.
13. That no purpose of the Owner relating to any sale of the Class [AR/AR-L] Certificate by the Owner will be
to impede the assessment or collection of tax.
14. The Owner hereby agrees to cooperate with the Trustee and to take any action required of it by the Code or
Treasury regulations thereunder (whether now or hereafter promulgated) in order to create or maintain the REMIC status of the Trust
Fund.
15. That the Owner is not an employee benefit or other plan subject to the prohibited transaction provisions of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code") (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan)
acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan.
16. The Owner hereby agrees that it will not take any action that could endanger the REMIC status of the Trust
Fund or result in the imposition of tax on the Trust Fund unless counsel for, or acceptable to, the Trustee and the Trust
Administrator has provided an opinion that such action will not result in the loss of such REMIC status or the imposition of such
tax, as applicable.
17. The Owner has provided financial statements or other financial information requested by the transferor in
connection with the transfer of the Residual Certificates to permit the transferor to assess the financial capability of the Owner to
pay any such taxes.
IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on its behalf, pursuant to the authority of
its Board of Directors, by its [Title of Officer] and its corporate seal to be hereunto attached, attested by its [Assistant]
Secretary, this ____ day of ___________.
[NAME OF OWNER]
By:______________________________________________
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
__________________________________________
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer], known or proved to me to be the same person who
executed the foregoing instrument and to be the [Title of Officer] of the Owner, and acknowledged to me that he executed the same as
his free act and deed and the free act and deed of the Owner.
Subscribed and sworn before me this _____ day of _______________________.
_______________________________________________
NOTARY PUBLIC
COUNTY OF _____________________________________
STATE OF ______________________________________
My Commission expires the _____ day of __________________, 20____.
EXHIBIT O
FORM OF TRANSFER CERTIFICATE
[date]
Credit Suisse First Boston Mortgage Securities Corp.
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
Xxxxx Fargo Bank, N.A.,
as Trust Administrator for the
[Name of Series Trust]
0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, XX 00000
Re: [_________________________] Mortgage Backed Pass Through Certificates, Series 200_ ___, Class AR (the
"Certificates")
Ladies and Gentlemen:
This letter is delivered to you in connection with the sale by _________________ (the "Seller") to
____________________________________ (the "Purchaser") of a _______% Percentage Interest in the above referenced Certificates,
pursuant to Section 6.02 of the Series Supplement dated as of ___________________ and the Standard Terms of Pooling and Servicing
Agreement dated February 1, 2007 (collectively, the "Agreement") by and among the Depositor, the Seller(s), the Master Servicer, the
Trust Administrator, the Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers that are party to the
Series Supplement. All terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. The Seller
hereby certifies, represents and warrants to, and covenants with, the Depositor, the Trust Administrator and the Trustee that:
1. No purpose of the Seller relating to sale of the Certificate by the Seller to the Purchaser is or will be
to enable the Seller to impede the assessment or collection of any tax.
2. The Seller understands that the Purchaser has delivered to the Trust Administrator a transfer affidavit and
agreement in the form attached to the Agreement as Exhibit N. The Seller does not know or believe that any representation contained
therein is false.
3. The Seller has no actual knowledge that the proposed Transferee is not a Permitted Transferee.
4. The Seller has no actual knowledge that the Purchaser would be unwilling or unable to pay taxes due on its
share of the taxable income attributable to the Certificate.
5. The Seller has conducted a reasonable investigation of the financial condition of the Purchaser and, as a
result of the investigation, found that the Purchaser has historically paid its debts as they came due, and found no significant
evidence to indicate that the Purchaser will not continue to pay its debts as they come due in the future.
6. The Purchaser has represented to the Seller that, if the Certificate constitutes a noneconomic residual
interest, it (i) understands that as holder of a noneconomic residual interest it may incur tax liabilities in excess of any cash
flows generated by the interest, and (ii) intends to pay taxes associated with its holding of the Certificate as they become due.
Very truly yours,
[SELLER]
By:_________________________________________
Name:
Title:
EXHIBIT P
FORM OF SPS MORTGAGE LOANS REPORT
DATA AND FORMAT TO BE PROVIDED BY SPS TO THE MASTER SERVICER
(in Excel format)
ALL SPS MORTGAGE LOANS
FIELD FORMAT FIELD
Name* Text
Lien Position * Text/Number
FICO Score* Number
Original Occupancy* Text
Documentation* Text
Purpose* Text
Original Loan Amount* Number
Original Appraisal Value* Number
Original LTV* Number
Original P&I* Number
Original Interest Rate* Number
First Payment Date* MM/DD/YY
Origination Date* MM/DD/YY
Originator* Text
Loan Term* Number
Product Type (adjustable rate or fixed rate)* Text
Property Type* Text
Street Address* Text
City* Text
Zip Code* Text
State* Text
MI Certificate Number* Number
Prepayment Flag Text
Prepayment Expiration Date MM/DD/YY
Loan Number Text
Deal Identifier by Loan Text
Current Loan Amount Number
Current LTV Number
Current Interest Rate Number
Last Interest Payment Date MM/DD/YY
Current P&I Payment Amount Number
Paid Off Code Text
Scheduled Balance Number
Calculation of Retained Yield by Loan Number (if applicable to the transaction) Number
Reporting of Delinquency Status on Defaulted Mortgage Loans Text
Current Market Value Number
Date of Market Value MM/DD/YY
As-is Value Number
Repaired Value Number
Type of Valuation Text
Foreclosure Flag Text
Bankruptcy Flag Text
Date NOD sent to MI company MM/DD/YY
Foreclosure Start Date (Referral Date) MM/DD/YY
Scheduled Foreclosure Sale Date MM/DD/YY
Foreclosure Actual Sale Date MM/DD/YY
Actual Notice of Intent Date MM/DD/YY
Actual First Legal Date MM/DD/YY
Bankruptcy Chapter Number
Actual Bankruptcy Start Date MM/DD/YY
Actual Payment Plan Start and End Dates MM/DD/YY
List Date MM/DD/YY
List Price Number
Vacancy/Occupancy Status Text
Actual Eviction Start Date MM/DD/YY
Actual Eviction Completion Date MM/DD/YY
Actual REO Start Date MM/DD/YY
Sales Price Number
Actual Closing Date MM/DD/YY
Net Sales Proceeds Number
Mortgage Insurance Claim Filing Date MM/DD/YY
Mortgage Insurance Proceeds Received Number
Date Mortgage Insurance Proceeds Received MM/DD/YY
Collection History
EXHIBIT Q
FORM OF SPS FORECLOSURE SETTLEMENT STATEMENT
REMIC # Ending Interest Rate:
Original Amount of Loan: Fixed or Adjustable:
UPB Accrued Int to frcl sale:
Advanced Delinquent Interest:
Date Borrower Paid To: / /
Borrower's Name:
Property Address:
MSP Bank/Category
Note Date: / /
Date of REO: / /
Disposition Date: / /
Amount Date of Valuation Type of Valuation
Market Value AS IS: / /
Repaired
Supplemental Value AS IS: / /
Repaired
REO BPO Value: / /
List Price:
Sales Price:
Proceeds Expenses*
List Price: Servicing Advances:
Sales Price: 0.00 Payee 70R01 Acquisition:
Broker's Commission: Payee 75R60 REO:
Bonus Commission: Payee 75R49 Foreclosure:
Lien Purchase/Paid Off: Payee 75R36 Escrow:
Seller Closing Costs: Payee 75R52 Bankruptcy:
Repair Costs: Discrepancy Amount:
Seller Concessions: Servicing Advance Total: 0.00
Other Closing Costs: Advances Applied After Liquidation:
Prior Additional Advances:
Net Proceeds: 0.00 Escrow Advance:
Interest on Advances:
Escrow Balance: Other Advances:
Suspense Balance: Servicing Advance Holdbacks:
Restricted Escrow: Property Inspection:
Rental Income Received: BPO:
Insurance Settlement Received: Lender Placed Insurance:
Other: Utilities:
REO Repair Costs:
Total Liquidation Proceeds: 0.00 Foreclosure Fees:
Total Liquidation Expenses: 0.00 Bankruptcy:
Net Liquidation Proceeds: 0.00 Eviction Costs:
Loan Principal Balance: Transfer Tax:
Realized Gain/Loss Amount: 0.00 Reconveyance Fees:
Additional Proceeds Applied: Demand Fee:
Prior Additional Proceeds: Total Holdbacks: 0.00
Loss Severity: #DIV/0! Other Fees (Including Fee Code B):
Notes: UPB Accrued Interest to XXX: 0.00
Advanced Delinquent Interest: 0.00
Stopped Delinquent Interest:
Deferred Interest:
Additional Interest:
Total Liquidation Expenses: 0.00
* All amounts will be itemized, and to the extent not itemized, this form will be accompanied any documentation supporting all
amounts claimed on this form.
EXHIBIT R
RELEVANT SERVICING CRITERIA
The assessment of compliance to be delivered by the Master Servicer and the Trust Administrator shall address, at a minimum,
the criteria identified as below as "Applicable Servicing Criteria" with respect to such party:
Where there are multiple checks for criteria the attesting party will identify in their management assertion that they are attesting
only to the portion of the distribution chain they are responsible for in the related transaction agreements.
------------------ ----------------------------------------- ------------------ ----------------- ------------------
Regulation AB Servicing Criteria Servicers Master Servicer Trust
Reference Administrator
------------------ ----------------------------------------- ------------------ ------------------ ----------------
General Servicing Considerations
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(1)(i) Policies and procedures are instituted X X X
to monitor any performance or other
triggers and events of default in
accordance with the transaction
agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(1)(ii) If any material servicing activities X X
are outsourced to third parties,
policies and procedures are instituted
to monitor the third party's
performance and compliance with such
servicing activities.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(1)(iii) Any requirements in the transaction
agreements to maintain a back-up
servicer for the Pool Assets are
maintained.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(1)(iv) A fidelity bond and errors and X X
omissions policy is in effect on the
party participating in the servicing
function throughout the reporting
period in the amount of coverage
required by and otherwise in accordance
with the terms of the transaction
agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
Cash Collection and Administration
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(2)(i) Payments on pool assets are deposited X X X
into the appropriate custodial bank
accounts and related bank clearing
accounts no more than two business days
following receipt, or such other number
of days specified in the transaction
agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(2)(ii) Disbursements made via wire transfer on X X X
behalf of an obligor or to an investor
are made only by authorized personnel.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(2)(iii) Advances of funds or guarantees X X
regarding collections, cash flows or
distributions, and any interest or
other fees charged for such advances,
are made, reviewed and approved as
specified in the transaction
agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(2)(iv) The related accounts for the X X X
transaction, such as cash reserve
accounts or accounts established as a
form of over collateralization, are
separately maintained (e.g., with
respect to commingling of cash) as set
forth in the transaction agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(2)(v) Each custodial account is maintained at X X X
a federally insured depository
institution as set forth in the
transaction agreements. For purposes of
this criterion, "federally insured
depository institution" with respect to
a foreign financial institution means a
foreign financial institution that
meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange
Act.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(2)(vi) Unissued checks are safeguarded so as X
to prevent unauthorized access.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(2)(vii) Reconciliations are prepared on a X X X
monthly basis for all asset-backed
securities related bank accounts,
including custodial accounts and
related bank clearing accounts. These
reconciliations are (A) mathematically
accurate; (B) prepared within 30
calendar days after the bank statement
cutoff date, or such other number of
days specified in the transaction
agreements; (C) reviewed and approved
by someone other than the person who
prepared the reconciliation; and (D)
contain explanations for reconciling
items. These reconciling items are
resolved within 90 calendar days of
their original identification, or such
other number of days specified in the
transaction agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
Investor Remittances and Reporting
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(3)(i) Reports to investors, including those X X X
to be filed with the Commission, are
maintained in accordance with the
transaction agreements and applicable
Commission requirements. Specifically,
such reports (A) are prepared in
accordance with timeframes and other
terms set forth in the transaction
agreements; (B) provide information
calculated in accordance with the terms
specified in the transaction
agreements; (C) are filed with the
Commission as required by its rules and
regulations; and (D) agree with
investors' or the trustee's records as
to the total unpaid principal balance
and number of Pool Assets serviced by
the Servicer.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(3)(ii) Amounts due to investors are allocated X X X
and remitted in accordance with
timeframes, distribution priority and
other terms set forth in the
transaction agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(3)(iii) Disbursements made to an investor are X X X
posted within two business days to the
Servicer's investor records, or such
other number of days specified in the
transaction agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(3)(iv) Amounts remitted to investors per the X X X
investor reports agree with cancelled
checks, or other form of payment, or
custodial bank statements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
Pool Asset Administration
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(i) Collateral or security on pool assets X
is maintained as required by the
transaction agreements or related pool
asset documents.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(ii) Pool assets and related documents are X
safeguarded as required by the
transaction agreements
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(iii) Any additions, removals or X
substitutions to the asset pool are
made, reviewed and approved in
accordance with any conditions or
requirements in the transaction
agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(iv) Payments on pool assets, including any X
payoffs, made in accordance with the
related pool asset documents are posted
to the Servicer's obligor records
maintained no more than two business
days after receipt, or such other
number of days specified in the
transaction agreements, and allocated
to principal, interest or other items
(e.g., escrow) in accordance with the
related pool asset documents.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(v) The Servicer's records regarding the X
pool assets agree with the Servicer's
records with respect to an obligor's
unpaid principal balance.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(vi) Changes with respect to the terms or X
status of an obligor's pool assets
(e.g., loan modifications or re-agings)
are made, reviewed and approved by
authorized personnel in accordance with
the transaction agreements and related
pool asset documents.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(vii) Loss mitigation or recovery actions X
(e.g., forbearance plans, modifications
and deeds in lieu of foreclosure,
foreclosures and repossessions, as
applicable) are initiated, conducted
and concluded in accordance with the
timeframes or other requirements
established by the transaction
agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(viii) Records documenting collection efforts X
are maintained during the period a pool
asset is delinquent in accordance with
the transaction agreements. Such
records are maintained on at least a
monthly basis, or such other period
specified in the transaction
agreements, and describe the entity's
activities in monitoring delinquent
pool assets including, for example,
phone calls, letters and payment
rescheduling plans in cases where
delinquency is deemed temporary (e.g.,
illness or unemployment).
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(ix) Adjustments to interest rates or rates X
of return for pool assets with variable
rates are computed based on the related
pool asset documents.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(x) Regarding any funds held in trust for X
an obligor (such as escrow accounts):
(A) such funds are analyzed, in
accordance with the obligor's pool
asset documents, on at least an annual
basis, or such other period specified
in the transaction agreements; (B)
interest on such funds is paid, or
credited, to obligors in accordance
with applicable pool asset documents
and state laws; and (C) such funds are
returned to the obligor within 30
calendar days of full repayment of the
related pool assets, or such other
number of days specified in the
transaction agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(xi) Payments made on behalf of an obligor X
(such as tax or insurance payments) are
made on or before the related penalty
or expiration dates, as indicated on
the appropriate bills or notices for
such payments, provided that such
support has been received by the
servicer at least 30 calendar days
prior to these dates, or such other
number of days specified in the
transaction agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(xii) Any late payment penalties in X
connection with any payment to be made
on behalf of an obligor are paid from
the Servicer's funds and not charged to
the obligor, unless the late payment
was due to the obligor's error or
omission.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(xiii) Disbursements made on behalf of an X
obligor are posted within two business
days to the obligor's records
maintained by the servicer, or such
other number of days specified in the
transaction agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(xiv) Delinquencies, charge-offs and X X
uncollectible accounts are recognized
and recorded in accordance with the
transaction agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
------------------ ----------------------------------------- ------------------ ------------------ ----------------
1122(d)(4)(xv) Any external enhancement or other
support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation
AB, is maintained as set forth in the
transaction agreements.
------------------ ----------------------------------------- ------------------ ------------------ ----------------
[NAME OF COMPANY]
Date: _________________________
By:
Name: ________________________________
Title: ________________________________
EXHIBIT S
ADDITIONAL FORM 10-D DISCLOSURE
-------------------------------------------------------------------------------------------------------------------
ADDITIONAL FORM 10-D DISCLOSURE
-------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item on Form 10-D Party Responsible
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 1: Distribution and Pool Performance Information
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Information included in the [Monthly Statement] Servicer
Master Servicer
Trust Administrator
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Any information required by 1121 which is NOT included Depositor
on the [Monthly Statement]
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 2: Legal Proceedings
Any legal proceeding pending against the following
entities or their respective property, that is material
to Certificateholders, including any proceeding sknown
to be contemplated by governmental authorities:
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Issuing Entity (Trust Fund) Trustee, Master Servicer, Trust Administrator and
Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Sponsor (Seller) Seller (if a party to the Agreement) or Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Depositor Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Trustee Trustee
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Trust Administrator Trust Administrator
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Master Servicer Master Servicer
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Custodian Custodian
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• 1110(b) Originator Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Any 1108(a)(2) Servicer (other than the Master Servicer
Servicer or Trust Administrator)
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Any other party contemplated by 1100(d)(1) Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 3: Sale of Securities and Use of Proceeds Depositor
Information from Item 2(a) of Part II of Form 10-Q:
With respect to any sale of securities by the sponsor,
depositor or issuing entity, that are backed by the same
asset pool or are otherwise issued by the issuing
entity, whether or not registered, provide the sales and
use of proceeds information in Item 701 of Regulation
S-K. Pricing information can be omitted if securities
were not registered.
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 4: Defaults Upon Senior Securities Trust Administrator
Information from Item 3 of Part II of Form 10-Q: Trustee
Report the occurrence of any Event of Default (after
expiration of any grace period and provision of any
required notice)
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 5: Submission of Matters to a Vote of Security Trust Administrator
Holders Trustee
Information from Item 4 of Part II of Form 10-Q
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 6: Significant Obligors of Pool Assets Depositor
Item 1112(b) - Significant Obligor Financial Information*
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
*This information need only be reported on the Form 10-D
for the distribution period in which updated information
is required pursuant to the Item.
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 7: Significant Enhancement Provider Information
Item 1114(b)(2) - Credit Enhancement Provider Financial
Information*
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Determining applicable disclosure threshold Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Requesting required financial information (including Depositor
any required accountants' consent to the use thereof) or
effecting incorporation by reference
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 1115(b) - Derivative Counterparty Financial
Information*
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Determining current maximum probable exposure Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Determining current significance percentage Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Requesting required financial information (including Depositor
any required accountants' consent to the use thereof) or
effecting incorporation by reference
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
*This information need only be reported on the Form 10-D
for the distribution period in which updated information
is required pursuant to the Items.
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 8: Other Information Any party responsible for the applicable Form 8-K
Disclose any information required to be reported on Form Disclosure item
8-K during the period covered by the Form 10-D but not
reported
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 9: Exhibits
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Monthly Statement to Certificateholders Trust Administrator
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Exhibits required by Item 601 of Regulation S-K, such as Depositor
material agreements
---------------------------------------------------------- --------------------------------------------------------
EXHIBIT T
FORM OF MONTHLY STATEMENT TO CERTIFICATEHOLDERS
(i) With respect to each Class of Certificates which are not Notional Amount Certificates and, unless otherwise stated, the
related Distribution Date,
(a) the Initial Class Principal Balance of such Class as of the Cut-off Date;
(b) the Class Principal Balance of such Class before giving effect to the distribution of principal and interest;
(c) the amount of the related distribution on such Class allocable to interest;
(d) the amount of the related distribution on such Class allocable to principal;
(e) the sum of the principal and interest payable to such Class;
(f) the Realized Loss allocable to such Class;
(g) the Class Unpaid Interest Amount allocable to such Class;
(h) the Class Principal Balance of such Class after giving effect to the distribution of principal and interest;
(i) the Pass-Through Rate for such Class;
(j) any Basis Risk Shortfall allocable to such Class, if such amount is greater than zero;
(k) any shortfall in principal allocable to such Class, if such amount is greater than zero;
(ii) with respect to each Class of Certificates which are Notional Amount Certificates and, unless otherwise stated, the related
Distribution Date,
(a) the Notional Amount of such Class as of the Cut-off Date;
(b) the Notional Amount of such Class before giving effect to the distribution of interest;
(c) the amount of the related distribution on such Class allocable to interest;
(d) the amount of the related distribution on such Class allocable to principal;
(e) the sum of the principal and interest payable to such class;
(f) the Realized Loss allocable to such Class;
(g) the Class Unpaid Interest Amount allocable to such Class;
(h) the Notional Amount of such Class after giving effect to the distribution of interest;
(i) the Pass-Through Rate for such Class;
(j) any Basis Risk Shortfall allocable to such Class, if such amount is greater than zero;
(iii) with respect to a $1000 factor of the Initial Class Principal Balance of each Class of Certificates which are not Notional
Amount Certificates and the related Distribution Date,
(a) the CUSIP number assigned to such Class;
(b) the Class Principal Balance of such Class factor prior to giving effect to the distribution of principal and
interest;
(c) the amount of the related distribution allocable to interest on such Class factor;
(d) the amount of the related distribution allocable to principal on such Class factor;
(e) the sum of the principal and interest payable to such Class factor;
(f) the Class Principal Balance of such Class factor after giving effect to the distribution of principal and interest;
(iv) with respect to a $1000 factor of the Initial Class Principal Balance of each Class of Certificates which are Notional
Amount Certificates and the related Distribution Date,
(a) the CUSIP number assigned to such Class;
(b) the Notional Amount of such Class factor prior to giving effect to the distribution of interest;
(c) the amount of the related distribution allocable to interest on such Class factor;
(d) the amount of the related distribution allocable to principal on such Class factor;
(e) the sum of the principal and interest payable to such Class factor;
(f) the Notional Amount of such Class factor after giving effect to the distribution of interest;
(v) with respect to each Loan Group, in the aggregate, and, unless otherwise stated, the related Distribution Date,
(a) the Scheduled Payment of principal for such Loan Group;
(b) the amount of Principal Prepayments allocable to such Loan Group;
(c) the amount of principal allocable to such Loan Group as a result of repurchased Mortgage Loans in such Loan Group;
(d) the Substitution Adjustment Amount allocable to such Loan Group;
(e) the amount of Net Liquidation Proceeds allocable to such Loan Group;
(f) the amount of Insurance Proceeds allocable to such Loan Group;
(g) the amount of any other distributions allocable to principal for such Loan Group;
(h) the number of Mortgage Loans in such Loan Group as of the first day of the related Collection Period;
(i) the aggregate Stated Principal Balance of the Mortgage Loans in such Loan Group as of the first day of the related
Collection Period;
(j) the number of Mortgage Loans in such Loan Group as of the last day of the related Collection Period;
(k) the aggregate Stated Principal Balance of the Mortgage Loans in such Loan Group as of the last day of the related
Collection Period;
(l) the Master Servicing Fee, by Loan Group;
(m) the sum of the Servicing Fee, the Mortgage Guaranty Insurance Policy fees, if applicable and the [RMIC/TGIC/MGIC]
PMI fees, if applicable, for such Loan Group;
(n) the Trust Administrator Fee applicable to such Loan Group;
(o) the amount of current Advances allocable to such Loan Group;
(p) the amount of outstanding Advances allocable to such Loan Group;
(q) the number and aggregate principal amounts of Mortgage Loans that were delinquent, using the OTS method (1) 30 to 59
days, (2) 60 to 89 days and (3) 90 days or more, for such Loan Group, including delinquent bankrupt Mortgage Loans
but excluding foreclosure and REO Mortgage Loans;
(r) the number and aggregate principal amounts of Mortgage Loans that are currently in bankruptcy, but not delinquent,
for such Loan Group;
(s) the number and aggregate principal amounts of Mortgage Loans that are in foreclosure for such Loan Group;
(t) the Rolling Three-Month Delinquency Rate for such Loan Group;
(u) the number and aggregate principal amount of any REO properties as of the close of business on the Determination
Date preceding such Distribution Date for such Loan Group;
(v) current Realized Losses allocable to such Loan Group;
(w) cumulative Realized Losses allocable to such Loan Group;
(x) the weighted average term to maturity of the Mortgage Loans in such Loan Group as of the close of business on the
last day of the calendar month preceding the related Distribution Date;
(y) the number and principal amount of claims submitted under the Mortgage Guaranty Insurance Policy, as applicable;
(z) the number and principal amount of claims paid under the [RMIC/TGIC/MGIC] PMI Policy, as applicable;
(aa) the number of Mortgage Loans in such Loan Group that have Assigned Prepayment Premiums and for which prepayments
were made during the related Collection Period, as applicable;
(bb) the aggregate principal balance of Mortgage Loans in such Loan Group that have Assigned Prepayment Premiums and for
which prepayments were made during the related Collection Period, as applicable;
(cc) the aggregate amount of Assigned Prepayment Premiums collected for such Loan Group during the related Collection
Period, as applicable;
(dd) current Realized Losses allocated to each Mortgage Loan in such Loan Group that has previously been allocated a
Realized Loss;
(ee) cumulative Realized Losses allocated to each Mortgage Loan in such Loan Group that has previously been allocated a
Realized Loss;
(ff) current Recoveries allocable to such Loan Group;
(gg) cumulative Recoveries allocable to such Loan Group;
(hh) current aggregate Stated Principal Balance of Qualified Substitute Mortgage Loans substituted for Deleted Mortgage
Loans in such Loan Group;
(ii) cumulative aggregate Stated Principal Balance of Qualified Substitute Mortgage Loans substituted for Deleted
Mortgage Loans in such Loan Group;
(jj) with respect to all of the Mortgage Loans, in the aggregate, and, unless otherwise stated, the related Distribution
Date, for each Servicer that is servicing any of such Mortgage Loans, the aggregate Stated Principal Balance of
Mortgage Loans being serviced by such Servicer as of such Distribution Date; and
(vii) with respect to each overcollateralized Group of Certificates and, unless otherwise stated, the related Distribution Date,
(a) the Targeted Overcollateralization Amount for such Group;
(b) the Overcollateralization Amount for such Group;
(c) the Overcollateralization Deficiency for such Group;
(d) the Overcollateralization Release Amount for such Group;
(e) the Monthly Excess Interest for such Group;
(f) the amount of any payment to the [Class __-X] Certificates related to such Group;
(g) if applicable, the Excess Interest Amount from an unrelated Group of Certificates that provides additional credit
enhancement to the related overcollateralized Group of Certificates.
EXHIBIT U
FORM 8-K DISCLOSURE INFORMATION
-------------------------------------------------------------------------------------------------------------------
FORM 8-K DISCLOSURE INFORMATION
-------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item on Form 8-K Party Responsible
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 1.01- Entry into a Material Definitive Agreement All parties (as to themselves)
Disclosure is required regarding entry into or amendment
of any definitive agreement that is material to the
securitization, even if depositor is not a party.
Examples: servicing agreement, custodial agreement.
Note: disclosure not required as to definitive
agreements that are fully disclosed in the prospectus
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 1.02- Termination of a Material Definitive Agreement All parties (as to themselves)
Disclosure is required regarding termination of any
definitive agreement that is material to the
securitization (other than expiration in accordance with
its terms), even if depositor is not a party.
Examples: servicing agreement, custodial agreement.
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 1.03- Bankruptcy or Receivership Depositor
Disclosure is required regarding the bankruptcy or
receivership, with respect to any of the following:
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Sponsor (Seller) Depositor/Sponsor (Seller)
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Depositor Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Master Servicer Master Servicer
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Affiliated Servicer Servicer
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Other Servicer servicing 20% or more of the pool Servicer
assets at the time of the report
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Other material servicers Servicer
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Trustee Trustee
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Trust Administrator Trust Administrator
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Significant Obligor Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Credit Enhancer (10% or more) Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Derivative Counterparty Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Custodian Custodian
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 2.04- Triggering Events that Accelerate or Increase Depositor
a Direct Financial Obligation or an Obligation under an Master Servicer
Off-Balance Sheet Arrangement Trust Administrator
Includes an early amortization, performance trigger or
other event, including event of default, that would
materially alter the payment priority/distribution of
cash flows/amortization schedule.
Disclosure will be made of events other than waterfall
triggers which are disclosed in the monthly statements
to the certificateholders.
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 3.03- Material Modification to Rights of Security Trust Administrator
Holders Depositor
Disclosure is required of any material modification to
documents defining the rights of Certificateholders,
including the Agreement.
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 5.03- Amendments of Articles of Incorporation or Depositor
Bylaws; Change of Fiscal Year
Disclosure is required of any amendment "to the
governing documents of the issuing entity".
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 6.01- ABS Informational and Computational Material Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 6.02- Change of Servicer or Trust Administrator Master Servicer/Trust Administrator/Depositor/
Requires disclosure of any removal, replacement, Servicer/Trustee
substitution or addition of any master servicer,
affiliated servicer, other servicer servicing 10% or
more of pool assets at time of report, other material
servicers or trustee.
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Reg AB disclosure about any new servicer or master Servicer/Master Servicer/Depositor
servicer is also required.
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Reg AB disclosure about any new Trustee is also required. Trustee
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 6.03- Change in Credit Enhancement or External Depositor/Trust Administrator
Support
Covers termination of any enhancement in manner other
than by its terms, the addition of an enhancement, or a
material change in the enhancement provided. Applies to
external credit enhancements as well as derivatives.
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Reg AB disclosure about any new enhancement provider is Depositor
also required.
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 6.04- Failure to Make a Required Distribution Trust Administrator
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 6.05- Securities Act Updating Disclosure Depositor
If any material pool characteristic differs by 5% or
more at the time of issuance of the securities from the
description in the final prospectus, provide updated Reg
AB disclosure about the actual asset pool.
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
If there are any new servicers or originators required Depositor
to be disclosed under Regulation AB as a result of the
foregoing, provide the information called for in Items
1108 and 1110 respectively.
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 7.01- Reg FD Disclosure All parties (as to themselves)
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 8.01- Other Events Depositor
Any event, with respect to which information is not
otherwise called for in Form 8-K, that the registrant
deems of importance to certificateholders.
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 9.01- Financial Statements and Exhibits Responsible party for reporting/disclosing the
financial statement or exhibit
---------------------------------------------------------- --------------------------------------------------------
EXHIBIT V
FORM OF BACK-UP CERTIFICATION
Re: The Series Supplement dated as of ___________________ and the Standard Terms of Pooling and Servicing
Agreement dated February 1, 2007 (collectively, the "Agreement") by and among the Depositor, the Seller(s),
the Master Servicer, the Trust Administrator, the Special Servicer, the Modification Oversight Agent, the
Trustee and the Servicers that are party to the Series Supplement.
I, _______________________, the ________________________ of [NAME OF COMPANY] (the "Company"), certify to the Depositor, the
Master Servicer, the Trust Administrator, and their officers, with the knowledge and intent that they will rely upon this
certification, that:
(1) I have reviewed (i) the servicer compliance statement of the Company provided in accordance with Section 13.06 of
the Agreement (the "Compliance Statement"), (ii) the report on assessment of the Company's compliance with the servicing criteria
provided in accordance with Section 13.07 of the Agreement, (iii) the registered public accounting firm's attestation report provided
in accordance with Section 13.08 of the Agreement (the "Attestation Report"), and all servicing reports, officer's certificates and
other information relating to the servicing of the Mortgage Loans by the Company during 200[ ] that were delivered by the Company to
the Trust Administrator pursuant to the Agreement (collectively, the "Company Servicing Information");
(2) Based, on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under
which such statements were made, not misleading with respect to the period of time covered by the Company Servicing Information;
(3) Based on my knowledge, all of the Company Servicing Information required to be provided by the Company under the
Agreement has been provided to the Trust Administrator;
(4) I am responsible for reviewing the activities performed by the Company as servicer under the Agreement, and based on
my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance
Statement, the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under the Agreement in all
material respects; and
(5) The Compliance Statement required to be delivered by the Company pursuant to the Agreement, and the Servicing
Assessment and Attestation Report required to be provided by the Company and any Sub-Servicer or Subcontractor pursuant to the
Agreement, have been provided to Trust Administrator. Any material instances of noncompliance described in such reports have been
disclosed to Trust Administrator. Any material instance of noncompliance with the Servicing Criteria has been disclosed in such
reports.
By:____________________________________
Name:
Title
Date:
EXHIBIT W
ADDITIONAL DISCLOSURE NOTIFICATION
Xxxxx Fargo Bank, N.A.
Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
Email: xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx
Attn: Corporate Trust Services- CSFBMSC, [Name of Series Trust], Adjustable Rate Mortgage-Backed Pass-Through Certificates, [Series
Name]-SEC REPORT PROCESSING
Credit Suisse First Boston Mortgage Securities Corp.
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required
Ladies and Gentlemen:
In accordance with Article XIII of the Series Supplement dated as of ___________________ and the Standard Terms of Pooling and
Servicing Agreement dated February 1, 2007 (collectively, the "Agreement") by and among the Depositor, the Seller(s), the Master
Servicer, the Trust Administrator, the Special Servicer, the Modification Oversight Agent, the Trustee and the Servicers that are
party to the Series Supplement, the undersigned, as [ ], hereby notifies you that certain events have come to our
attention that [will] [may] need to be disclosed on Form [10-D] [ 10-K] [8-K].
Description of Additional Form [10-D][10-K][8-K] Disclosure:
List of any Attachments hereto to be included in the Additional Form [10-D][ 10-K][8-K] Disclosure:
Any inquiries related to this notification should be directed to [ ], phone number:
[ ]; email address: [ ].
[NAME OF PARTY],
as [role]
By:___________________________________________
Name:
Title:
EXHIBIT X
[RESERVED]
EXHIBIT Y
ADDITIONAL FORM 10-K DISCLOSURE
-------------------------------------------------------------------------------------------------------------------
ADDITIONAL FORM 10-K DISCLOSURE
-------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item on Form 10-K Party Responsible
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 1B: Unresolved Staff Comments Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 9B: Other Information Any party responsible for disclosure items on Form 8-K
Disclose any information required to be reported on Form
8-K during the fourth quarter covered by the Form 10-K
but not reported
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Item 15: Exhibits, Financial Statement Schedules Trust Administrator
Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Reg AB Item 1112(b): Significant Obligors of Pool Assets
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Significant Obligor Financial Information* Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
*This information need only be reported on the Form 10-D
for the distribution period in which updated information
is required pursuant to the Item.
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Reg AB Item 1114(b)(2): Credit Enhancement Provider
Financial Information
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Determining applicable disclosure threshold Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Requesting required financial information (including Depositor
any required accountants' consent to the use thereof) or
effecting incorporation by reference
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
*This information need only be reported on the Form 10-D
for the distribution period in which updated information
is required pursuant to the Items.
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Reg AB Item 1115(b): Derivative Counterparty Financial
Information
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Determining current maximum probable exposure Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Determining current significance percentage Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Requesting required financial information (including Depositor
any required accountants' consent to the use thereof) or
effecting incorporation by reference
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
*This information need only be reported on the Form 10-D
for the distribution period in which updated information
is required pursuant to the Items.
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Reg AB Item 1117: Legal Proceedings
Any legal proceeding pending against the following
entities or their respective property, that is material
to Certificateholders, including any proceeding sknown
to be contemplated by governmental authorities:
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Issuing Entity (Trust Fund) Trustee, Master Servicer, Trust Administrator and
Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Sponsor (Seller) Seller (if a party to the Agreement) or Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Depositor Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Trustee Trustee
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Trust Administrator Trust Administrator
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Master Servicer Master Servicer
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Custodian Custodian
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• 1110(b) Originator Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Any 1108(a)(2) Servicer (other than the Master Servicer
Servicer or Trust Administrator)
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Any other party contemplated by 1100(d)(1) Depositor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Reg AB Item 1119: Affiliations and Relationships
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Whether (a) the Sponsor (Seller), Depositor or Issuing Depositor as to (a)
Entity is an affiliate of the following parties, and (b) Sponsor/Seller as to (a)
to the extent known and material, any of the following
parties are affiliated with one another:
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Master Servicer Master Servicer
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Trust Administrator Trust Administrator
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Trustee Trustee
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Any other 1108(a)(3) servicer Servicer
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Any 1110 Originator Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Any 1112(b) Significant Obligor Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Any 1114 Credit Enhancement Provider Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Any 1115 Derivate Counterparty Provider Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Any other 1101(d)(1) material party Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Whether there are any "outside the ordinary course Depositor as to (a)
business arrangements" other than would be obtained in Sponsor/Seller as to (a)
an arm's length transaction between (a) the Sponsor
(Seller), Depositor or Issuing Entity on the one hand,
and (b) any of the following parties (or their
affiliates) on the other hand, that exist currently or
within the past two years and that are material to a
Certificateholder's understanding of the Certificates:
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Master Servicer Master Servicer
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Trust Administrator Trust Administrator
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Trustee Trustee
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Any other 1108(a)(3) servicer Servicer
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Any 1110 Originator Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Any 1112(b) Significant Obligor Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Any 1114 Credit Enhancement Provider Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Any 1115 Derivate Counterparty Provider Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Any other 1101(d)(1) material party Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
Whether there are any specific relationships involving Depositor as to (a)
the transaction or the pool assets between (a) the Sponsor/Seller as to (a)
Sponsor (Seller), Depositor or Issuing Entity on the one
hand, and (b) any of the following parties (or their
affiliates) on the other hand, that exist currently or
within the past two years and that are material:
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Master Servicer Master Servicer
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Trust Administrator Trust Administrator
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Trustee Trustee
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Any other 1108(a)(3) servicer Servicer
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Any 1110 Originator Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Any 1112(b) Significant Obligor Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Any 1114 Credit Enhancement Provider Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Any 1115 Derivate Counterparty Provider Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
---------------------------------------------------------- --------------------------------------------------------
• Any other 1101(d)(1) material party Depositor/Sponsor
---------------------------------------------------------- --------------------------------------------------------
EXHIBIT Z
FORM OF CERTIFICATION
REGARDING SUBSTITUTION OF DEFECTIVE MORTGAGE LOANS
OFFICER'S CERTIFICATE OF DLJ MORTGAGE CAPITAL, INC.
[__________], 200_
I, ____________, hereby certify that I am the duly authorized officer of DLJ Mortgage Capital, Inc., a Delaware corporation
("DLJMC"), and further certify that each of the Mortgage Loans substituted by DLJMC on _______________, 20[___] were in violation of
the terms of the Mortgages related thereto.
Capitalized terms used but not defined herein have the meanings ascribed to them in the Series Supplement dated as of
___________________ and the Standard Terms of Pooling and Servicing Agreement dated February 1, 2007 (collectively, the "Agreement")
by and among the Depositor, the Seller(s), the Master Servicer, the Trust Administrator, the Special Servicer, the Modification
Oversight Agent, the Trustee and the Servicers that are party to the Series Supplement.
DLJ MORTGAGE CAPITAL, INC.
____________________________________
Name:
Title:
SCHEDULE I
MORTGAGE LOAN SCHEDULE
(As set forth in the Series Supplement)
SCHEDULE IIA
Representations and Warranties of Seller - DLJ Mortgage Capital, Inc.
DLJMC Mortgage Capital, Inc. ("DLJ"), in its capacity as Seller, hereby makes the representations and warranties set
forth in this Schedule IIA to the Depositor, the Trustee and the Trust Administrator, as of the Closing Date, or if so specified
herein, as of the Cut off Date or such other date as may be specified. DLJMC is a corporation duly organized, validly existing and
in good standing under the laws of the state of its incorporation;
(i) DLJMC has full corporate power to own its property, to carry on its business as presently conducted and to enter
into and perform its obligations under this Agreement;
(ii) the execution and delivery by DLJMC of this Agreement have been duly authorized by all necessary corporate action on
the part of DLJMC; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein
contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a
default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on DLJMC
or its properties or the certificate of incorporation or by-laws of DLJMC, except those conflicts, breaches or defaults
which would not reasonably be expected to have a material adverse effect on DLJMC's ability to enter into this Agreement and
to consummate the transactions contemplated hereby;
(iii) the execution, delivery and performance by DLJMC of this Agreement and the consummation of the transactions
contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking
of any other action in respect of, any state, federal or other governmental authority or agency, except those consents,
approvals, notices, registrations or other actions as have already been obtained, given or made and, in connection with the
recordation of the Mortgages, powers of attorney or assignments of Mortgages not yet completed;
(iv) this Agreement has been duly executed and delivered by DLJMC and, assuming due authorization, execution and delivery
by the Trustee, the Trust Administrator, the Master Servicer, the Servicers, the Special Servicer, the Modification
Oversight Agent and the Depositor, constitutes a valid and binding obligation of DLJMC enforceable against it in accordance
with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the
rights of creditors generally); and
(v) to the knowledge of DLJMC, there are no actions, litigation, suits or proceedings pending or threatened against
DLJMC before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the
transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of DLJMC if
determined adversely to DLJMC would reasonably be expected to materially and adversely affect DLJMC's ability to perform its
obligations under this Agreement; and DLJMC is not in default with respect to any order of any court, administrative agency,
arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement.
SCHEDULE IIB
Representations and Warranties of Master Servicer - Xxxxx Fargo Bank, X.X.
Xxxxx Fargo Bank, N.A. ("Xxxxx Fargo"), in its capacity as Master Servicer, hereby makes the representations and
warranties set forth in this Schedule IIB to the Depositor, the Trust Administrator and the Trustee, as of the Closing Date, or if so
specified herein, as of the Cut-off Date or such other date as may be specified.
(i) Xxxxx Fargo is a national banking association duly formed, validly existing and in good standing and is qualified
under the laws of each state where required by applicable law or is otherwise exempt under applicable law from such
qualification.
(ii) Xxxxx Fargo has all requisite organizational power, authority and capacity to enter into the Agreement and to
perform the obligations required of it thereunder. The Agreement (assuming the due authorization and execution of the
Agreement by the other parties thereto) constitutes a valid and legally binding agreement of Xxxxx Fargo enforceable in
accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization and similar laws, and by equitable principles affecting the enforceability of the rights of creditors.
(iii) None of the execution and delivery of the Agreement, the consummation of any other transaction contemplated therein,
or the fulfillment of or compliance with the terms of the Agreement, will result in the breach of, or constitute a default
under, any term or provision of the organizational documents of Xxxxx Fargo or conflict with, result in a material breach,
violation or acceleration of or constitute a material default under, the terms of any indenture or other agreement or
instrument to which Xxxxx Fargo is a party or by which it is bound, or any statute, order, judgment, or regulation
applicable to Xxxxx Fargo of any court, regulatory body, administrative agency or governmental body having jurisdiction over
Xxxxx Fargo.
(iv) There is no action, suit, proceeding or investigation pending, or to Xxxxx Fargo's knowledge threatened, against
Xxxxx Fargo before any court, administrative agency or other tribunal (a) asserting the invalidity of the Agreement, (b)
seeking to prevent the consummation of any of the transactions contemplated thereby or (c) which might materially and
adversely affect the performance by Xxxxx Fargo of its obligations under, or the validity or enforceability of, the
Agreement.
(v) No consent, approval, authorization or order of any court, regulatory body or governmental agency or court is
required, under state or federal law prior to the execution, delivery and performance by Xxxxx Fargo of the Agreement or the
consummation of the transactions contemplated by the Agreement.
SCHEDULE IIC
Representations and Warranties of Servicer, Special Servicer and Modification Oversight Agent - Select Portfolio Servicing, Inc.
Select Portfolio Servicing, Inc. ("SPS"), in its capacities as Servicer, Special Servicer and Modification Oversight
Agent, hereby makes the representations and warranties set forth in this Schedule IIC to the Depositor, the Trustee, the Trust
Administrator and the Master Servicer, as of the Closing Date, or if so specified herein, as of the Cut-off Date or such other date
as may be specified.
(i) SPS is a corporation duly formed, validly existing and in good standing under the laws of the jurisdiction of its
incorporation and is qualified under the laws of each state where required by applicable law or is otherwise exempt under
applicable law from such qualification.
(ii) SPS has all requisite corporate power, authority and capacity to enter into the Agreement and to perform the
obligations required of it thereunder. The Agreement (assuming the due authorization and execution of the Agreement by the
other parties thereto) constitutes a valid and legally binding agreement of SPS enforceable in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and similar laws, and by
equitable principles affecting the enforceability of the rights of creditors.
(iii) None of the execution and delivery of the Agreement, the consummation of any other transaction contemplated therein,
or the fulfillment of or compliance with the terms of the Agreement, will result in the breach of, or constitute a default
under, any term or provision of the organizational documents of SPS or conflict with, result in a material breach, violation
or acceleration of or constitute a material default under, the terms of any indenture or other agreement or instrument to
which SPS is a party or by which it is bound, or any statute, order, judgment, or regulation applicable to SPS of any court,
regulatory body, administrative agency or governmental body having jurisdiction over SPS.
(iv) There is no action, suit, proceeding or investigation pending, or to SPS's knowledge threatened, against SPS before
any court, administrative agency or other tribunal (a) asserting the invalidity of the Agreement, (b) seeking to prevent the
consummation of any of the transactions contemplated thereby or (c) which might reasonably be expected to materially and
adversely affect the performance by SPS of its obligations under, or the validity or enforceability of, the Agreement.
(v) No consent, approval, authorization or order of any court, regulatory body or governmental agency or court is
required, under state or federal law prior to the execution, delivery and performance by SPS of the Agreement or the
consummation of the transactions contemplated by the Agreement.
(vi) With respect to each SPS Serviced Mortgage Loan and to the extent SPS has serviced any of the SPS Serviced Mortgage
Loans prior to the date of the Agreement, SPS has fully furnished, in accordance with the Fair Credit Reporting Act and its
implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files
to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis.
SCHEDULE IID
Representations and Warranties of Servicer - Xxxxx Fargo Bank, X.X.
Xxxxx Fargo Bank, N.A. ("Xxxxx Fargo"), in its capacity as Servicer, hereby makes the representations and warranties
set forth in this Schedule IID to the Depositor, the Trustee and the Trust Administrator, as of the Closing Date, or if so specified
herein, as of the Cut-off Date or such other date as may be specified.
(i) Xxxxx Fargo is a national banking association duly organized and in good standing under the laws of the United
States and is qualified under the laws of each state where required by applicable law or is otherwise exempt under
applicable law from such qualification.
(ii) Xxxxx Fargo has all requisite corporate power, authority and capacity to enter into the Agreement and to perform the
obligations required of it thereunder. The Agreement (assuming the due authorization and execution of the Agreement by the
other parties thereto) constitutes a valid and legally binding agreement of Xxxxx Fargo enforceable in accordance with its
terms, except as such enforceability may be limited by liquidation, conservatorship and similar laws administered by the
FDIC affecting the contract obligations of insured banks, and by equitable principles affecting the enforceability of the
rights of creditors.
(iii) None of the execution and delivery of the Agreement, the consummation of any other transaction contemplated therein,
or the fulfillment of or compliance with the terms of the Agreement, will result in the breach of, or constitute a default
under, any term or provision of the organizational documents of Xxxxx Fargo or conflict with, result in a material breach,
violation or acceleration of or constitute a material default under, the terms of any indenture or other agreement or
instrument to which Xxxxx Fargo is a party or by which it is bound, or any statute, order, judgment, or regulation
applicable to Xxxxx Fargo of any court, regulatory body, administrative agency or governmental body having jurisdiction over
Xxxxx Fargo.
(iv) There is no action, suit, proceeding or investigation pending, or to Xxxxx Fargo's knowledge threatened, against
Xxxxx Fargo before any court, administrative agency or other tribunal (a) asserting the invalidity of the Agreement, (b)
seeking to prevent the consummation of any of the transactions contemplated thereby or (c) which might materially and
adversely affect the performance by Xxxxx Fargo of its obligations under, or the validity or enforceability of, the
Agreement.
(v) No consent, approval, authorization or order of any court, regulatory body or governmental agency or court is
required, under state or federal law prior to the execution, delivery and performance by Xxxxx Fargo of the Agreement or the
consummation of the transactions contemplated by the Agreement.
SCHEDULE IIE
Representations and Warranties of Servicer - GreenPoint Mortgage Funding, Inc.
GreenPoint, in its capacity as Servicer, hereby makes the representations and warranties set forth in this Schedule
IIE to the Depositor, the Trustee, the Trust Administrator and the Master Servicer, as of the Closing Date, or if so specified
herein, as of the Cut-off Date or such other date as may be specified.
(i) GreenPoint is a corporation duly formed, validly existing and in good standing under the laws of the jurisdiction of
its incorporation and is qualified under the laws of each state where required by applicable law or is otherwise exempt
under applicable law from such qualification.
(ii) GreenPoint has all requisite corporate power, authority and capacity to enter into the Agreement and to perform the
obligations required of it thereunder. The Agreement (assuming the due authorization and execution of the Agreement by the
other parties thereto) constitutes a valid and legally binding agreement of GreenPoint enforceable in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and similar laws,
and by equitable principles affecting the enforceability of the rights of creditors.
(iii) None of the execution and delivery of the Agreement, the consummation of any other transaction contemplated therein,
or the fulfillment of or compliance with the terms of the Agreement, will result in the breach of, or constitute a default
under, any term or provision of the organizational documents of GreenPoint or conflict with, result in a material breach,
violation or acceleration of or constitute a material default under, the terms of any indenture or other agreement or
instrument to which GreenPoint is a party or by which it is bound, or any statute, order, judgment, or regulation applicable
to GreenPoint of any court, regulatory body, administrative agency or governmental body having jurisdiction over GreenPoint.
(iv) There is no action, suit, proceeding or investigation pending, or to GreenPoint's knowledge threatened, against
GreenPoint before any court, administrative agency or other tribunal (a) asserting the invalidity of the Agreement, (b)
seeking to prevent the consummation of any of the transactions contemplated thereby or (c) which might reasonably be
expected to materially and adversely affect the performance by GreenPoint of its obligations under, or the validity or
enforceability of, the Agreement.
(v) No consent, approval, authorization or order of any court, regulatory body or governmental agency or court is
required, under state or federal law prior to the execution, delivery and performance by GreenPoint of the Agreement or the
consummation of the transactions contemplated by the Agreement.
(vi) With respect to each GreenPoint Serviced Mortgage Loan, GreenPoint has fully furnished, in accordance with the Fair
Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable)
on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis.
SCHEDULE IIF
Representations and Warranties of Servicer - Washington Mutual Mortgage Securities Corp.
WMMSC, in its capacity as a Servicer, hereby makes the representations and warranties set forth in this Schedule IIF
to the Depositor, the Trustee and the Trust Administrator, as of the Closing Date, or if so specified herein, as of the Cut off Date
or such other date as may be specified.
(i) WMMSC is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction
of its incorporation and is qualified under the laws of each state where required by applicable law or is otherwise exempt
under applicable law from such qualification.
(ii) WMMSC has all requisite corporate power, authority and capacity to enter into the Agreement and to perform the
obligations required of it thereunder. The Agreement (assuming the due authorization and execution of the Agreement by the
other parties thereto) constitutes a valid and legally binding agreement of WMMSC enforceable in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and similar laws, and by
equitable principles affecting the enforceability of the rights of creditors.
(iii) None of the execution and delivery of the Agreement, the consummation of any other transaction contemplated therein,
or the fulfillment of or compliance with the terms of the Agreement, will result in the breach of, or constitute a default
under, any term or provision of the organizational documents of WMMSC or conflict with, result in a material breach,
violation or acceleration of or constitute a material default under, the terms of any indenture or other agreement or
instrument to which WMMSC is a party or by which it is bound, or any statute, order, judgment, or regulation applicable to
WMMSC of any court, regulatory body, administrative agency or governmental body having jurisdiction over WMMSC.
(iv) There is no action, suit, proceeding or investigation pending, or to WMMSC's knowledge threatened, against WMMSC
before any court, administrative agency or other tribunal (a) asserting the invalidity of the Agreement, (b) seeking to
prevent the consummation of any of the transactions contemplated thereby or (c) which might materially and adversely affect
the performance by WMMSC of its obligations under, or the validity or enforceability of, the Agreement.
(v) No consent, approval, authorization or order of any court, regulatory body or governmental agency or court is
required, under state or federal law prior to the execution, delivery and performance by WMMSC of the Agreement or the
consummation of the transactions contemplated by the Agreement.
(vi) With respect to each WMMSC Serviced Mortgage Loan, WMMSC has caused the related Sub-Subservicer to furnish
information regarding its borrower credit files to credit reporting agencies on a monthly basis in compliance with the
provisions of the Fair Credit Reporting Act and its implementing regulations applicable to WMMSC.
SCHEDULE III
Representations and Warranties of DLJMC - Mortgage Loans
DLJMC, in its capacity as Seller, hereby makes the representations and warranties set forth in this Schedule III to
the Depositor, the Trustee and the Trust Administrator, as of the Closing Date, or if so specified herein, as of the Cut off Date or
such other date as may be specified, with respect to the Mortgage Loans identified on Schedule I hereto, except as specified herein.
(i) The information set forth in Schedule I, with respect to the Mortgage Loans, is complete, true and correct
in all material respects;
(ii) No Mortgage Loan is 30 days or more contractually delinquent in payment and there are no material defaults
under the terms of any Mortgage Loan;
(iii) All taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold
payments or ground rents which previously became due and owing have been paid, or escrow funds have been
established in an amount sufficient to pay for every such escrowed item which remains unpaid and which has
been assessed but is not yet due and payable;
(iv) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any
respect, except by written instruments which have been recorded or sent for recording to the extent any
such recordation is required by law, or, necessary to protect the interest of the Depositor. No other
instrument of waiver, alteration or modification has been executed, and no Mortgagor has been released, in
whole or in part, from the terms thereof except in connection with an assumption agreement and which
assumption agreement is part of the Mortgage File and the terms of which are reflected in Schedule IA; the
substance of any such waiver, alteration or modification has been approved by the issuer of any related
Mortgage Guaranty Insurance Policy and title insurance policy, to the extent required by the related
policies;
(v) The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or
defense, including, without limitation, the defense of usury, nor will the operation of any of the terms of
the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render the Mortgage Note or
Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim
or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or
defense has been asserted with respect thereto;
(vi) All buildings or other customarily insured improvements upon the Mortgaged Property are insured by an
insurer acceptable under the FNMA Guides, against loss by fire, hazards of extended coverage and such other
hazards as are provided for in the FNMA Guides or by FHLMC, as well as all additional requirements set
forth in Section 4.09 of this Agreement. All such standard hazard policies are in full force and effect and
on the date of origination contained a standard mortgagee clause naming DLJMC and its successors in
interest and assigns as loss payee and such clause is still in effect and all premiums due thereon have
been paid. If required by the Flood Disaster Protection Act of 1973, as amended, the Mortgage Loan is
covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal
Insurance Administration which policy conforms to FNMA and FHLMC requirements, as well as all additional
requirements set forth in Section 4.09 of this Agreement. Such policy was issued by an insurer acceptable
under FNMA or FHLMC guidelines. The Mortgage obligates the Mortgagor thereunder to maintain all such
insurance at the Mortgagor's cost and expense, and on the Mortgagor's failure to do so, authorizes the
holder of the Mortgage to maintain such insurance at the Mortgagor's cost and expense and to seek
reimbursement therefor from the Mortgagor;
(vii) Each Mortgage Loan at the time it was made complied in all material respects with all applicable local,
state and federal laws, including, without limitation, usury, equal credit opportunity, disclosure,
recording and all applicable predatory and abusive lending laws;
(viii) The related Mortgage is a valid, subsisting, enforceable and perfected first lien on the Mortgaged
Property, including for Mortgage Loans that are not Cooperative Loans, all buildings on the Mortgaged
Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems
affixed to such buildings, and all additions, alterations and replacements made at any time with respect to
the foregoing securing the Mortgage Note's original principal balance. The Mortgage and the Mortgage Note
do not contain any evidence of any security interest or other interest or right thereto. Such lien is free
and clear of all adverse claims, liens and encumbrances having priority over the first lien, as applicable,
of the Mortgage subject only to (1) the lien of non-delinquent current real property taxes and assessments
not yet due and payable, (2) covenants, conditions and restrictions, rights of way, easements and other
matters of the public record as of the date of recording which are acceptable to mortgage lending
institutions generally and either (A) which are referred to or otherwise considered in the appraisal made
for the originator of the Mortgage Loan, or (B) which do not adversely affect the appraised value of the
Mortgaged Property as set forth in such appraisal, and (3) other matters to which like properties are
commonly subject which do not materially interfere with the benefits of the security intended to be
provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property.
Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with
the Mortgage Loan establishes and creates a valid, subsisting, enforceable and perfected first lien and
first priority security interest on the property described therein, and the Seller has the full right to
sell and assign the same to the Depositor;
(ix) The Mortgage Note and the related Mortgage are original and genuine and each is the legal, valid and
binding obligation of the maker thereof, enforceable in all respects in accordance with its terms subject
to bankruptcy, insolvency, moratorium, reorganization and other laws of general application affecting the
rights of creditors and by general equitable principles;
(x) DLJMC or its affiliate is the sole owner of record and holder of the Mortgage Loan and the indebtedness
evidenced by the Mortgage Note. Immediately prior to the transfer and assignment to the Depositor on the
Closing Date, the Mortgage Loan, including the Mortgage Note and the Mortgage, were not subject to an
assignment or pledge, and DLJMC had good and marketable title to and was the sole owner thereof and had
full right to transfer and sell the Mortgage Loan to the Depositor free and clear of any encumbrance,
equity, lien, pledge, charge, claim or security interest and has the full right and authority subject to no
interest or participation of, or agreement with, any other party, to sell and assign the Mortgage Loan and
following the sale of the Mortgage Loan, the Depositor will own such Mortgage Loan free and clear of any
encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest;
(xi) There are no mechanics' or similar liens or claims which have been filed for work, labor or material (and
no rights are outstanding that under law could give rise to such liens) affecting the related Mortgaged
Property which are or may be liens prior to or equal to the lien of the related Mortgage;
(xii) All improvements subject to the Mortgage which were considered in determining the appraised value of the
Mortgaged Property lie wholly within the boundaries and building restriction lines of the Mortgaged
Property (and wholly within the project with respect to a condominium unit) except for de minimis
encroachments permitted by the FNMA Guide and which have been noted on the appraisal or the title policy
affirmatively insures against loss or damage by reason of any violation, variation or encroachment adverse
circumstances which is either disclosed or would have been disclosed by an accurate survey, and no
improvements on adjoining properties encroach upon the Mortgaged Property except those which are insured
against by the title insurance policy referred to in clause (v) above or are acceptable under FNMA or FHLMC
guidelines and all improvements on the property comply with all applicable zoning and subdivision laws and
ordinances;
(xiii) The Mortgaged Property is not subject to any material damage by waste, fire, earthquake, windstorm, flood
or other casualty. At origination of the Mortgage Loan there was, and there currently is, no proceeding
pending for the total or partial condemnation of the Mortgaged Property;
(xiv) Each Mortgage Loan has been serviced in all material respects in compliance with accepted servicing
practices;
(xv) With respect to each Cooperative Loan, the related Mortgage is a valid, enforceable and subsisting first
security interest on the related Cooperative Shares securing the related Mortgage Note, subject only to (a)
liens of the Cooperative Property for unpaid assessments representing the Mortgagor's pro rata share of the
Cooperative Property's payments for its blanket mortgage, current and future real property taxes, insurance
premiums, maintenance fees and other assessments to which like collateral is commonly subject and (b) other
matters to which like collateral is commonly subject which do not materially interfere with the benefits of
the security intended to be provided by the Security Agreement. There are no liens against or security
interest in the Cooperative Shares relating to each Cooperative Loan (except for unpaid maintenance,
assessments and other amounts owed to the related Cooperative Property which individually or in the
aggregate will not have a material adverse effect on such Cooperative Loan), which have priority over
DLJMC's security interest in such Cooperative Shares;
(xvi) The Mortgage Loan complies with all terms, conditions and requirements of the originator's underwriting
standards in effect at the time of origination of such Mortgage Loan;
(xvii) Each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and Treasury
Regulations Section 1.860G-2(a)(1);
(xviii) With respect to each Mortgage Loan sold by any Seller, to the knowledge of DLJMC, (i) no borrower obtained
a prepaid single-premium credit insurance policy in connection with the origination of a Mortgage Loan,
(ii) the related Servicer of each such Mortgage Loan has fully furnished, in accordance with the Fair
Credit Reporting Act and its implementing regulations, accurate and complete information on its borrower
credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis; (iii) no
such Mortgage Loan will impose a Prepayment Penalty for a term in excess of five years; and (iv) with
respect to any Mortgage Loans that are on manufactured housing, such housing will be the principal
residence of the borrower upon origination of such mortgage loan;
(xix) DLJMC has delivered or caused to be delivered to the Trustee or the Custodian on behalf of the Trustee the
original Mortgage bearing evidence that such instruments have been recorded in the appropriate jurisdiction
where the Mortgaged Property is located as determined by DLJMC (or in lieu of the original of the Mortgage
or the assignment thereof, a duplicate or conformed copy of the Mortgage or the instrument of assignment,
if any, together with a certificate of receipt from DLJMC or the settlement agent who handled the closing
of the Mortgage Loan, certifying that such copy or copies represent true and correct copies represent true
and correct copy(ies) of the originals) and that such original(s) have been or are currently submitted to
be recorded in the appropriate governmental recording office of the jurisdiction where the Mortgaged
Property is located or a certification or receipt of the recording authority evidencing the same;
(xx) The Mortgage File contains each of the documents specified in Section 2.01(b) of this Agreement;
(xxi) No Mortgage Loan sold by the Seller secured by a Mortgaged Property located in the State of Georgia was
originated on or after October 1, 2002 and before March 7, 2003 and no Mortgage Loan secured by Mortgaged
Property located in the State of Georgia that was originated on or after March 7, 2003 is a "high cost home
loan" as defined in the Georgia Fair Lending Act (HB 1361), as amended;
(xxii) With respect to each Cooperative Loan, the Cooperative Shares that is pledged as security for the
Cooperative Loan is held by a person as a tenant-stockholder (as defined in Section 216 of the Code) in a
cooperative housing corporation (as defined in Section 216 of the Code);
(xxiii) None of the Mortgage Loans sold by the Seller are classified as (a) a "high cost mortgage" loan under the
Home Ownership and Equity Protection Act of 1994 or (b) a "high cost home," "covered," "high cost," "high
risk home" or "predatory" loan under any other applicable state, federal or local law;
(xxiv) With respect to each Mortgage Loan, (a) the Mortgage Loan was originated by a mortgagee approved by the
Secretary of Housing and Urban Development pursuant to sections 203 and 211 of the National Housing Act, a
savings and loan association, a savings bank, a commercial bank, credit union, insurance company or similar
institution which is supervised and examined by a federal or state authority or (b) at the time the
Mortgage Loan was originated, the originator was a mortgagee duly licensed as required by the State within
which the Mortgage Loan was originated, and was subject to supervision and examination conducted by the
applicable State authority of such State;
(xxv) With respect to each Mortgage Loan that has a Prepayment Premium feature, each such Prepayment Premium is
enforceable and, at the time such Mortgage Loan was originated, each Prepayment Premium complied with
applicable federal, state and local law, subject to federal preemption where applicable;
(xxvi) The related Servicer of each Mortgage Loan sold by the Seller will fully furnish, in accordance with the
Fair Credit Reporting Act and its implementing regulations, accurate and complete information on its
borrower credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis;
(xxvii) With respect to the Conforming Loans, the original principal balance of each such Mortgage Loan is within
Xxxxxxx Mac's dollar amount limits for conforming one- to four-family Mortgage Loans;
(xxviii) Each Mortgage Loan that is secured by residential real property (or a leasehold interest therein) has a
loan-to-value ratio of 100% or less by Cut-Off Date Principal Balance;
(xxix) No Mortgage Loan sold by the Seller is a "High Cost Loan" or "Covered Loan," as applicable, as such terms
are defined in the then current Standard & Poor's LEVELS® Glossary which is now Version 5.7 Revised,
Appendix E, in effect as of the Closing Date; and
(xxx) With respect to any Mortgage Loan originated on or after August 1, 2004, neither the related Mortgage nor
the related Mortgage Note requires the related Mortgagor to submit to arbitration to resolve any dispute
arising out of or relating in any way to the Mortgage Loan.
