CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
DEPOSITOR,
DLJ MORTGAGE CAPITAL, INC.,
SELLER,
XXXXX FARGO BANK, N.A.,
MASTER SERVICER, SERVICER AND TRUST ADMINISTRATOR,
SELECT PORTFOLIO SERVICING, INC.,
SERVICER, SPECIAL SERVICER AND MODIFICATION OVERSIGHT AGENT,
AND
U.S. BANK NATIONAL ASSOCIATION,
TRUSTEE
SERIES SUPPLEMENT
DATED AS OF MAY 1, 2007
TO
STANDARD TERMS OF POOLING AND SERVICING AGREEMENT
DATED AS OF MAY 1, 2007
RELATING TO
ADJUSTABLE RATE MORTGAGE TRUST 2007-2
ADJUSTABLE RATE MORTGAGE-BACKED PASS-THROUGH CERTIFICATES,
SERIES 2007-2
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS............................................................................................11
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES..........................................40
SECTION 2.01. Conveyance of Trust Fund..............................................................40
SECTION 2.02. Acceptance by the Trustee.............................................................40
SECTION 2.03. Representations and Warranties of the Seller, Master Servicer and Servicers...........40
SECTION 2.04. Representations and Warranties of the Depositor as to the Mortgage Loans..............46
SECTION 2.05. Delivery of Opinion of Counsel in Connection with Substitutions.......................46
SECTION 2.06. Issuance of Certificates..............................................................46
SECTION 2.07. REMIC Provisions......................................................................46
SECTION 2.08. Covenants of the Master Servicer and each Servicer....................................46
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS.......................................................46
ARTICLE IV PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS.........................................................46
SECTION 4.01. Priorities of Distribution............................................................46
SECTION 4.02. Allocation of Losses..................................................................55
SECTION 4.03. Recoveries............................................................................56
SECTION 4.04. Monthly Statements to Certificateholders..............................................56
SECTION 4.05. Servicer to Cooperate.................................................................59
SECTION 4.06. [Reserved]............................................................................59
SECTION 4.07. [Reserved]............................................................................59
SECTION 4.08. Supplemental Interest Trust...........................................................59
SECTION 4.09. Rights of Swap Counterparty...........................................................59
SECTION 4.10. Replacement Swap Counterparty.........................................................59
ARTICLE V ADVANCES BY THE MASTER SERVICER AND SERVICERS..........................................................59
ARTICLE VI THE CERTIFICATES......................................................................................59
ARTICLE VII THE DEPOSITOR, THE SELLER, THE MASTER SERVICER, THE SERVICERS, THE SPECIAL SERVICER AND
THE MODIFICATION OVERSIGHT AGENT..............................................................61
ARTICLE VIII DEFAULT.............................................................................................61
ARTICLE IX CONCERNING THE TRUSTEE................................................................................61
ARTICLE X CONCERNING THE TRUST ADMINISTRATOR.....................................................................61
ARTICLE XI TERMINATION...........................................................................................61
SECTION 11.01. Termination upon Liquidation or Purchase of all Mortgage Loans........................61
SECTION 11.02. Determination of the Terminating Entity...............................................65
SECTION 11.03. Procedure Upon Optional Termination or Terminating Auction Sale.......................65
SECTION 11.04. Additional Termination Requirements...................................................65
ARTICLE XII MISCELLANEOUS PROVISIONS.............................................................................65
ARTICLE XIII EXCHANGE ACT REPORTING..............................................................................65
EXHIBITS
Exhibit A: Standard Terms of Pooling and Servicing Agreement....................................A-1
SCHEDULES
Schedule I: Mortgage Loan Schedule...............................................................I-1
APPENDICES
Appendix A: [RESERVED]..................................................................Appendix A-1
THIS SERIES SUPPLEMENT dated as of May 1, 2007 (the "Series Supplement"), to the STANDARD TERMS OF POOLING AND
SERVICING AGREEMENT dated as of May 1, 2007 and attached hereto as Exhibit A (the "Standard Terms" and, together with this Series
Supplement, the "Pooling and Servicing Agreement" or "Agreement"), is hereby executed by and among CREDIT SUISSE FIRST BOSTON
MORTGAGE SECURITIES CORP., as depositor (the "Depositor"), DLJ MORTGAGE CAPITAL, INC. ("DLJMC"), as seller (in such capacity, the
"Seller"), XXXXX FARGO BANK, N.A., as master servicer (in such capacity, the "Master Servicer"), as a servicer (in such capacity, a
"Servicer"), and as trust administrator (in such capacity, the "Trust Administrator"), SELECT PORTFOLIO SERVICING, INC. ("SPS"), as a
servicer (in such capacity, a "Servicer"), as special servicer (in such capacity, the "Special Servicer"), and as modification
oversight agent (the "Modification Oversight Agent"), and U.S. BANK NATIONAL ASSOCIATION, as trustee (in such capacity, the
"Trustee"). Capitalized terms used in this Agreement and not otherwise defined will have the meanings assigned to them in Article I
below or, if not defined therein, in the Standard Terms.
PRELIMINARY STATEMENT
The Depositor is the owner of the Trust Fund (other than the Trust's rights under the Swap Agreement) that is hereby
conveyed to the Trustee in return for the Certificates. The Trust Fund (exclusive of any entitlement to Assigned Prepayment
Premiums, the Swap Agreement and the assets held in the Supplemental Interest Account) for federal income tax purposes shall consist
of four REMICs (referred to as "REMIC I," "REMIC II," "REMIC III" and "REMIC IV").
The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in
full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the
Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein
shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of this
Series Supplement.
REMIC I
As provided herein, the Trust Administrator will make an election to treat the segregated pool of assets consisting of the
Group 1 Mortgage Loans and certain other related assets (exclusive of any entitlement to Assigned Prepayment Premiums) subject to
this Agreement as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of
assets will be designated as "REMIC I." Component I of the Class AR-L Certificates will represent the sole Class of "residual
interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table
irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC I Pass-Through Rate") and initial Uncertificated
Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular Interests") and the Class Principal Balance of
Component I of the Class AR-L Certificates. The "latest possible maturity date" (determined solely for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity Date. None of the REMIC I
Regular Interests will be certificated.
Class Designation for each
REMIC I Regular Interest and Initial Uncertificated
Component I of the Class AR-L Uncertificated REMIC I Principal Balance or Class
Certificates Type of Interest Pass-Through Rate Principal Balance Final Maturity Date*
_____________________________________________________________________________________________________________________________________________
Class Y-1 Regular Variable(1) $ 182,550,050.00 June 2037
Class Z-1 Regular Variable(1) $ 11,961,304.61 June 2037
Component I of the Class AR-L Residual Variable(1) $ 50.00 June 2037
-------------------------------
* The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group
matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the "latest possible maturity date" shall be
the Final Maturity Date.
(1) Interest distributed to the REMIC I Regular Interests Y-1 and Z-1 and Component I of the Class AR-L Certificates on each Distribution Date will
have accrued at the weighted average of the Net Mortgage Rates for the Group 1 Loans on the applicable Uncertificated Principal Balance or Class
Principal Balance outstanding immediately before such Distribution Date.
REMIC II
As provided herein, the Trust Administrator will make an election to treat the segregated pool of assets consisting of the
Group 2 Mortgage Loans and certain other related assets (exclusive of any entitlement to Assigned Prepayment Premiums, the Swap
Agreement and the assets held in the Supplemental Interest Account) subject to this Agreement as a real estate mortgage investment
conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II."
Component II of the Class AR-L Certificates will represent the sole Class of "residual interests" in REMIC II for purposes of the
REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation,
remittance rate (the "Uncertificated REMIC II Pass-Through Rate") and initial Uncertificated Principal Balance for each of the
"regular interests" in REMIC II (the "REMIC II Regular Interests"). The "latest possible maturity date" (determined solely for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC II Regular Interest shall be the Maturity
Date. None of the REMIC II Regular Interests will be certificated.
Uncertificated REMIC II Initial Uncertificated REMIC I
Designation Pass-Through Rate Principal Balance ($)
___________________________________________________________________________________________________________
II-1-A Variable(1) 5,705,752.695
II-2-A Variable(1) 6,223,307.895
II-3-A Variable(1) 6,613,317.710
II-4-A Variable(1) 6,978,486.535
II-5-A Variable(1) 7,316,208.850
II-6-A Variable(1) 7,623,699.140
II-7-A Variable(1) 7,877,037.110
II-8-A Variable(1) 8,093,744.230
II-9-A Variable(1) 8,280,068.915
II-10-A Variable(1) 8,264,187.940
II-11-A Variable(1) 7,713,334.050
II-12-A Variable(1) 7,218,248.280
II-13-A Variable(1) 6,774,730.140
II-14-A Variable(1) 6,352,692.960
II-15-A Variable(1) 5,961,781.000
II-16-A Variable(1) 5,590,620.135
II-17-A Variable(1) 5,214,865.545
II-18-A Variable(1) 4,895,840.810
II-19-A Variable(1) 4,683,912.905
II-20-A Variable(1) 4,459,603.490
II-21-A Variable(1) 4,262,459.595
II-22-A Variable(1) 4,072,424.035
II-23-A Variable(1) 3,892,374.545
II-24-A Variable(1) 3,722,185.005
II-25-A Variable(1) 3,574,785.760
II-26-A Variable(1) 3,407,414.210
II-27-A Variable(1) 3,263,388.705
II-28-A Variable(1) 3,126,034.135
II-29-A Variable(1) 2,994,310.155
II-30-A Variable(1) 2,868,861.805
II-31-A Variable(1) 2,748,772.425
II-32-A Variable(1) 2,634,658.485
II-33-A Variable(1) 2,596,452.825
II-34-A Variable(1) 2,577,825.270
II-35-A Variable(1) 2,475,080.925
II-36-A Variable(1) 2,324,674.045
II-37-A Variable(1) 2,232,432.875
II-38-A Variable(1) 2,129,502.110
II-39-A Variable(1) 2,038,247.455
II-40-A Variable(1) 1,948,313.090
II-41-A Variable(1) 1,865,255.035
II-42-A Variable(1) 1,786,329.505
II-43-A Variable(1) 1,710,906.665
II-44-A Variable(1) 1,638,806.770
II-45-A Variable(1) 1,569,748.270
II-46-A Variable(1) 1,501,856.840
II-47-A Variable(1) 1,438,858.275
II-48-A Variable(1) 1,378,901.510
II-49-A Variable(1) 1,321,561.905
II-50-A Variable(1) 1,266,786.980
II-51-A Variable(1) 1,214,381.290
II-52-A Variable(1) 1,162,797.440
II-53-A Variable(1) 1,114,565.850
II-54-A Variable(1) 1,068,734.230
II-55-A Variable(1) 1,024,958.095
II-56-A Variable(1) 1,026,867.585
II-57-A Variable(1) 1,233,992.545
II-58-A Variable(1) 19,215,553.420
II-1-B Variable(1) 5,705,752.695
II-2-B Variable(1) 6,223,307.895
II-3-B Variable(1) 6,613,317.710
II-4-B Variable(1) 6,978,486.535
II-5-B Variable(1) 7,316,208.850
II-6-B Variable(1) 7,623,699.140
II-7-B Variable(1) 7,877,037.110
II-8-B Variable(1) 8,093,744.230
II-9-B Variable(1) 8,280,068.915
II-10-B Variable(1) 8,264,187.940
II-11-B Variable(1) 7,713,334.050
II-12-B Variable(1) 7,218,248.280
II-13-B Variable(1) 6,774,730.140
II-14-B Variable(1) 6,352,692.960
II-15-B Variable(1) 5,961,781.000
II-16-B Variable(1) 5,590,620.135
II-17-B Variable(1) 5,214,865.545
II-18-B Variable(1) 4,895,840.810
II-19-B Variable(1) 4,683,912.905
II-20-B Variable(1) 4,459,603.490
II-21-B Variable(1) 4,262,459.595
II-22-B Variable(1) 4,072,424.035
II-23-B Variable(1) 3,892,374.545
II-24-B Variable(1) 3,722,185.005
II-25-B Variable(1) 3,574,785.760
II-26-B Variable(1) 3,407,414.210
II-27-B Variable(1) 3,263,388.705
II-28-B Variable(1) 3,126,034.135
II-29-B Variable(1) 2,994,310.155
II-30-B Variable(1) 2,868,861.805
II-31-B Variable(1) 2,748,772.425
II-32-B Variable(1) 2,634,658.485
II-33-B Variable(1) 2,596,452.825
II-34-B Variable(1) 2,577,825.270
II-35-B Variable(1) 2,475,080.925
II-36-B Variable(1) 2,324,674.045
II-37-B Variable(1) 2,232,432.875
II-38-B Variable(1) 2,129,502.110
II-39-B Variable(1) 2,038,247.455
II-40-B Variable(1) 1,948,313.090
II-41-B Variable(1) 1,865,255.035
II-42-B Variable(1) 1,786,329.505
II-43-B Variable(1) 1,710,906.665
II-44-B Variable(1) 1,638,806.770
II-45-B Variable(1) 1,569,748.270
II-46-B Variable(1) 1,501,856.840
II-47-B Variable(1) 1,438,858.275
II-48-B Variable(1) 1,378,901.510
II-49-B Variable(1) 1,321,561.905
II-50-B Variable(1) 1,266,786.980
II-51-B Variable(1) 1,214,381.290
II-52-B Variable(1) 1,162,797.440
II-53-B Variable(1) 1,114,565.850
II-54-B Variable(1) 1,068,734.230
II-55-B Variable(1) 1,024,958.095
II-56-B Variable(1) 1,026,867.585
II-57-B Variable(1) 1,233,992.545
II-58-B Variable(1) 19,215,553.420
A-I Variable(1) 2,633,875.850
_______________
(1) Calculated as provided in the definition of Uncertificated REMIC II Pass-Through Rate.
REMIC III
As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the REMIC II
Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC III."
Component III of the Class AR-L Certificates will represent the sole Class of "residual interests" in REMIC III for purposes of the
REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation,
remittance rate (the "Uncertificated REMIC III Pass-Through Rate") and initial Uncertificated Principal Balance for each of the
"regular interests" in REMIC III (the "REMIC III Regular Interests"). The "latest possible maturity date" (determined solely for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC III Regular Interest shall be the Maturity
Date. None of the REMIC III Regular Interests will be certificated.
Class Designation for each
REMIC III Regular Interest Initial Uncertificated
and Component III of the Uncertificated REMIC III Principal Balance or
Class AR-L Certificates Type of Interest Pass-Through Rate Class Principal Balance Final Maturity Date*
_____________________________________________________________________________________________________________________________________________
Class LT-1 Regular Variable(1) $ 469,101,506.29 June 2037
Class LT-2 Regular Variable(1) $ 16,466.22 June 2037
Class LT-3 Regular 0.00% $ 30,451.67 June 2037
Class LT-4 Regular Variable(2) $ 30,451.67 June 2037
Class LT-IO Regular Variable (3) June 2037
Component III of the
Class AR-L Residual N/A $ 0.00 June 2037
-------------------------------
* The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group
matures. For federal income tax purposes, for each Class of REMIC III Regular and Residual Interests, the "latest possible maturity date" shall
be the Final Maturity Date.
(1) Interest distributed to the REMIC III Regular Interests LT-1 and LT-2 on each Distribution Date will have accrued at the weighted average of the
Net Mortgage Rates for the Group 2 Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date
(2) Interest distributed to the REMIC III Regular Interest LT-4 on each Distribution Date will have accrued at twice the weighted average of the Net
Mortgage Rates for the Group 2 Loans on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date.
(3) REMIC III Regular Interest LT-IO will not have an Uncertificated Principal Balance but will accrue interest on its uncertificated notional amount
calculated in accordance with the definition of "Uncertificated Notional Amount" herein.
REMIC IV
As provided herein, the Trust Administrator will elect to treat the segregated pool of assets consisting of the
REMIC I Regular Interests and REMIC III Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of
assets will be designated as "REMIC IV." The Class AR Certificates will represent the sole Class of "residual interests" in REMIC IV
for purposes of the REMIC Provisions under federal income tax law. The following table and the footnotes that follow irrevocably
sets forth the designation, Pass-Through Rate, aggregate Initial Class Principal Balance, and certain other features for each Class
of Certificates comprising the interests representing "regular interests" in REMIC IV and the Class AR Certificates. The "latest
possible maturity date" (determined solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each Class
of REMIC IV Regular Certificates shall be the Maturity Date. The REMIC IV Regular Interest IO will not be certificated.
Class Integral Multiples
Principal Pass-Through in Excess
Class Balance Rate (per annum) Minimum Denomination of Minimum
________________________________________________________________________________________________________________________________________________________
Class 1-A-1 $ 154,772,000.00 Variable(1) $25,000 $1
Class 1-A-2-1 $ 25,000,000.00 Variable(1) $25,000 $1
Class 1-A-2-2 $ 2,778,000.00 Variable(1) $25,000 $1
Class 2-A-1 $ 302,800,000.00 Variable(2) $25,000 $1
Class 2-A-2-1 $ 67,610,000.00 Variable(3) $25,000 $1
Class 2-A-2-2 $ 18,910,000.00 Variable(4) $25,000 $1
Class 2-A-3 $ 43,260,000.00 Variable(5) $25,000 $1
Class 2-M-1 $ 15,015,000.00 Variable(6) $25,000 $1
Class 2-M-2 $ 3,515,000.00 Variable(7) $25,000 $1
Class 2-M-3 $ 4,460,000.00 Variable(8) $25,000 $1
Class 2-M-4 $ 2,345,000.00 Variable(9) $25,000 $1
Class 2-M-5 $ 2,345,000.00 Variable(9) $25,000 $1
Class 2-M-6 $ 2,345,000.00 Variable(9) $25,000 $1
Class 2-M-7 $ 2,350,000.00 Variable(9) $25,000 $1
Class 1-B-1 $ 6,905,000.00 Variable(1) $25,000 $1
Class 1-B-2 $ 1,750,000.00 Variable(1) $25,000 $1
Class 1-B-3 $ 970,000.00 Variable(1) $25,000 $1
Class 1-B-4 $ 975,000.00 Variable(1) $25,000 $1
Class 1-B-5 $ 780,000.00 Variable(1) $25,000 $1
Class 1-B-6 $ 581,304.61 Variable(1) $25,000 $1*
Class 2-X $ 4,223,875.85(10) Variable(11) (12) N/A
Class P (13) N/A (14) N/A
Class AR $ 50.00 N/A (15) N/A
IO (16) (17) N/A N/A
_______________
* Except for one certificate of the Class 1-B-6 Certificates which shall contain any stub piece of less than $1.
(1) The Pass-Through Rate for the June 2007 Distribution Date for the Class 1-A-1, Class 1-A-2-1, Class 1-A-2-2, Class 1-B-1,
Class 1-B-2, Class 1-B-3, Class 1-B-4, Class 1-B-5 and Class 1-B-6 Certificates is 5.96961% per annum. After such Distribution
Date, the Pass-Through Rate for such Certificates shall be a per annum rate equal to the Net WAC Rate for Loan Group 1 for that
Distribution Date.
(2) The Pass-Through Rate for the June 2007 Distribution Date for the Class 2-A-1 Certificates is 5.530% per annum. After such
Distribution Date, the Pass-Through Rate for the Class 2-A-1 Certificates shall be a per annum rate equal to the least of (a) the
sum of the applicable Certificate Index and the applicable Certificate Margin for such Distribution Date, (b) the Net Funds Cap
and (c) 11.00%.
(3) The Pass-Through Rate for the June 2007 Distribution Date for the Class 2-A-2-1 Certificates is 5.470% per annum. After such
Distribution Date, the Pass-Through Rate for the Class 2-A-2-1 Certificates shall be a per annum rate equal to the least of
(a) the sum of the applicable Certificate Index and the applicable Certificate Margin for such Distribution Date, (b) the Net
Funds Cap and (c) 11.00%.
(4) The Pass-Through Rate for the June 2007 Distribution Date for the Class 2-A-2-2 Certificates is 5.640% per annum. After such
Distribution Date, the Pass-Through Rate for the Class 2-A-2-2 Certificates shall be a per annum rate equal to the least of
(a) the sum of the applicable Certificate Index and the applicable Certificate Margin for such Distribution Date, (b) the Net
Funds Cap and (c) 11.00%.
(5) The Pass-Through Rate for the June 2007 Distribution Date for the Class 2-A-3 Certificates is 5.660% per annum. After such
Distribution Date, the Pass-Through Rate for the Class 2-A-3 Certificates shall be a per annum rate equal to the least of (a) the
sum of the applicable Certificate Index and the applicable Certificate Margin for such Distribution Date, (b) the Net Funds Cap
and (c) 11.00%.
(6) The Pass-Through Rate for the June 2007 Distribution Date for the Class 2-M-1 Certificates is 5.770% per annum. After such
Distribution Date, the Pass-Through Rate for the Class 2-M-1 Certificates shall be a per annum rate equal to the least of (a) the
sum of the applicable Certificate Index and the applicable Certificate Margin for such Distribution Date, (b) the Net Funds Cap
and (c) 11.00%.
(7) The Pass-Through Rate for the June 2007 Distribution Date for the Class 2-M-2 Certificates is 5.920% per annum. After such
Distribution Date, the Pass-Through Rate for the Class 2-M-2 Certificates shall be a per annum rate equal to the least of (a) the
sum of the applicable Certificate Index and the applicable Certificate Margin for such Distribution Date, (b) the Net Funds Cap
and (c) 11.00%.
(8) The Pass-Through Rate for the June 2007 Distribution Date for the Class 2-M-3 Certificates is 6.470% per annum. After such
Distribution Date, the Pass-Through Rate for the Class 2-M-3 Certificates shall be a per annum rate equal to the least of (a) the
sum of the applicable Certificate Index and the applicable Certificate Margin for such Distribution Date, (b) the Net Funds Cap
and (c) 11.00%.
(9) The Pass-Through Rate for the June 2007 Distribution Date for the Class 2-M-4, Class 2-M-5, Class 2-M-6 and Class 2-M-7
Certificates is 6.820% per annum. After such Distribution Date, the Pass-Through Rate for such Certificates shall be a per annum
rate equal to the least of (a) the sum of the applicable Certificate Index and the applicable Certificate Margin for such
Distribution Date, (b) the Net Funds Cap and (c) 11.00%.
(10) The Class 2-X Certificates will not accrue interest on their Class Principal Balance. The Class 2-X Certificates accrue interest
on the Class 2-X Notional Amount.
(11) The Class 2-X Certificates will be comprised of two REMIC IV regular interests, a principal only regular interest designated
2-X-PO and an interest only regular interest designated 2-X-IO, which will be entitled to distributions as set forth herein. On
each Distribution Date, the Class 2-X Certificates shall be entitled to the Class 2-X Distributable Amount. With respect to any
Distribution Date, interest accrued on the Class 2-X Certificates during the related Accrual Period shall equal interest at the
related Pass-Through Rate on the Class 2-X Notional Amount immediately prior to such Distribution Date, in each case reduced by
any interest shortfalls with respect to the Mortgage Loans in the related Loan Group including Prepayment Interest Shortfalls to
the extent not covered by Compensating Interest Payments. The Pass-Through Rate for the Class 2-X Certificates or the REMIC IV
Regular Interest 2-X-IO for any Distribution Date shall equal a per annum rate equal to the percentage equivalent of a fraction,
the numerator of which is the product of (a) 30 and (b) the sum of the amounts calculated pursuant to clauses (i) through
(iv) below, and the denominator of which is the product of (a) the actual number of days in the related Accrual Period and
(b) the aggregate principal balance of the REMIC III Regular Interests LT1, LT2, LT3 and LT4. For purposes of calculating the
Pass-Through Rate for the Class 2-X Certificates, the numerator is equal to the sum of the following components:
(i) the Uncertificated Pass-Through Rate for REMIC III Regular Interests LT1 minus the Marker Rate, applied to a notional
amount equal to the aggregate Uncertificated Principal Balance of REMIC III Regular Interests LT1;
(ii) the Uncertificated Pass-Through Rate for REMIC III Regular Interest LT2 minus the Marker Rate, applied to a notional
amount equal to the Uncertificated Principal Balance of REMIC III Regular Interest LT2; and
(iii) the Uncertificated Pass-Through Rate for REMIC III Regular Interest LT4 minus twice the Marker Rate, applied to a
notional amount equal to the Uncertificated Principal Balance of REMIC III Regular Interest LT4.
Accrued interest on the Class 2-X Certificates shall accrue on the basis of a 360-day year and the actual number of days in the
related Accrual Period. Payments to any Class of Group 2 Certificates in respect of Basis Risk Shortfalls from the Group 2
Available Distribution Amount shall be deemed to have first been distributed from REMIC IV to the holders of the Class 2-X
Certificates in respect of the Class 2-X-IO REMIC IV Regular Interest and then paid by such holders to such Class of Group 2
Certificates.
(12) The Class 2-X Certificates will be issued in certificated, fully-registered form in minimum denominations of 20% of the
Percentage Interest therein and increments of 10% in excess thereof.
(13) The Class P Certificates will not have a Class Principal Balance. The Class P Certificates shall have an initial notional
balance of $240,011,928 and will be entitled to distributions of Assigned Prepayment Premiums only. Such entitlement shall not
be an interest in any REMIC created hereunder.
(14) The Class P Certificates will be issued in certificated, fully-registered form in minimum denominations of 20% of the Percentage
Interest therein and increments of 10% in excess thereof.
(15) The Class AR Certificates are issued in minimum Percentage Interests of 20%.
(16) For federal income tax purposes, REMIC IV Regular Interest IO will not have a Pass Through Rate, but will be entitled to 100% of
the amounts distributed on REMIC III Regular Interest LT-IO.
(17) For federal income tax purposes, REMIC IV Regular Interest IO will not have an Uncertificated Principal Balance, but will have a
notional amount equal to the Uncertificated Notional Amount of REMIC III Regular Interest LT-IO.
For the avoidance of doubt, the Trust Administrator shall account for any interest amount due to a Certificateholder
in excess of the interest rate on the REMIC Regular Interest issued by REMIC IV corresponding to such Certificate as part of the
payment made to the Class 2-X Certificates, to the extent it is entitled to funds from the REMIC, and then paid outside of the REMIC
pursuant to a separate contractual right to such Certificateholder.
The foregoing REMIC structure is intended to cause all of the cash from the Mortgage Loans to flow through to
REMIC IV as cash flow on a REMIC Regular Interest, without creating any shortfall-actual or potential (other than for credit losses)
to any REMIC Regular Interest. To the extent that the structure is believed to diverge from such intention the Trust Administrator
shall resolve ambiguities to accomplish such result and shall to the extent necessary rectify any drafting errors or seek
clarification to the structure without Certificateholder approval (but with guidance of counsel) to accomplish such intention.
Set forth below are designations of Classes of Certificates and Loan Groups to the categories used herein:
Book-Entry Certificates............. All Classes of Certificates other than the Physical Certificates.
Class A Certificates................ The Class 1-A and Group 2 Senior Certificates.
Class 1-A Certificates.............. The Class 1-A-1, Class 1-A-2-1 and Class 1-A-2-2 Certificates.
Class 1-B Certificates.............. The Class 1-B-1, Class 1-B-2, Class 1-B-3, Class 1-B-4, Class 1-B-5 and Class 1-B-6 Certificates.
Class M Certificates................ The Class 2-M-1, Class 2-M-2, Class 2-M-3, Class 2-M-4, Class 2-M-5, Class 2-M-6 and Class 2-M-7
Certificates.
Economic Residual Floater Certificates The Class 2-X Certificates.
ERISA-Restricted Certificates....... Residual Certificates and Private Certificates; and any Certificates that do not satisfy the
applicable ratings requirement under the Underwriter's Exemption.
Floater Certificates................ The Group 2 Certificates.
Floater Loan Group.................. Loan Group 2.
Group 1 Certificates................ The Class 1-A, Class 1-B and Residual Certificates.
Group 2 Certificates................ The Group 2 Senior Certificates, Class 2-X Certificates and Class M Certificates.
Group 2 Senior Certificates......... The Class 2-A-1, Class 2-A-2-1, Class 2-A-2-2 and Class 2-A-3 Certificates.
Group 2 Subordinate Certificates.... The Class M Certificates and Class 2-X Certificates.
LIBOR Certificates.................. The Group 2 Senior Certificates and Class M Certificates.
Notional Amount Certificates........ The Class 2-X Certificates and Class P Certificates.
Offered Certificates................ All Classes of Certificates other than the Private Certificates.
Pass-Through Certificates........... The Group 1 Certificates.
Pass-Through Loan Group............. Loan Group 1.
Private Certificates................ The Class 1-B-4, Class 1-B-5, Class 1-B-6, Class 2-X and Class P Certificates.
Physical Certificates............... The Residual Certificates and the Private Certificates.
Rating Agencies..................... Xxxxx'x and S&P.
Regular Certificates................ All Classes of Certificates other than the Residual Certificates.
Related Pass-Through Loan Groups.... Loan Group 1.
Residual Certificates............... The Class AR and Class AR-L Certificates.
Senior Certificates................. With respect to the Pass-Through Loan Group, the Class 1-A Certificates and the Residual
Certificates, and with respect to the Floater Loan Group, the Group 2 Senior Certificates.
Subordinate Certificates............ With respect to the Pass-Through Loan Group, the Class 1-B Certificates, and with respect to the
Floater Loan Group, the Group 2 Subordinate Certificates.
All covenants and agreements made by the Depositor herein are for the benefit and security of the
Certificateholders. The Depositor is entering into this Agreement, and the Trustee is accepting the trusts created hereby and
thereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.
The parties hereto intend to effect an absolute sale and assignment of the Mortgage Loans to the Trustee for the
benefit of Certificateholders under this Agreement. However, the Depositor and the Seller will hereunder absolutely assign and, as a
precautionary matter grant a security interest, in and to its rights, if any, in the Mortgage Loans to the Trustee on behalf of
Certificateholders to ensure that the interest of the Certificateholders hereunder in the Mortgage Loans is fully protected.
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the Depositor, the Seller, the Master Servicer, the
Servicers, the Special Servicer, the Modification Oversight Agent, the Trustee and the Trust Administrator agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have
the following meanings:
Accrual Period: For any interest bearing Class of Certificates (other than the LIBOR Certificates) and each Class
of REMIC I Regular Interests, REMIC II Regular Interests and REMIC III Regular Interests and any Distribution Date, the calendar
month immediately preceding such Distribution Date, and with respect to the LIBOR Certificates, the period beginning on the
immediately preceding Distribution Date (or the Closing Date, in the case of the first Accrual Period) and ending on the day
immediately preceding such Distribution Date.
Advance: With respect to any Countrywide Serviced Mortgage Loan and any Distribution Date, the payment required to
be made by Countrywide with respect to the Remittance Date (as defined in the Countrywide Underlying Servicing Agreement) in the
month of such Distribution Date pursuant to Subsection 11.19 of Exhibit 9 of the Countrywide Underlying Servicing Agreement.
With respect to any Fifth Third Serviced Mortgage Loan and any Distribution Date, the payment required to be made by
Fifth Third with respect to the Remittance Date (as defined in the Fifth Third Underlying Servicing Agreement) in the month of such
Distribution Date pursuant to Section 5.03 of the Fifth Third Underlying Servicing Agreement.
With respect to any IndyMac Serviced Mortgage Loan and any Distribution Date, the payment required to be made by
IndyMac with respect to the Remittance Date (as defined in the IndyMac Underlying Servicing Agreement) in the month of such
Distribution Date pursuant to Section 5.03 of the IndyMac Underlying Servicing Agreement.
With respect to any SunTrust Serviced Mortgage Loan and any Distribution Date, the payment required to be made by
SunTrust with respect to the Remittance Date (as defined in the SunTrust Underlying Servicing Agreement) in the month of such
Distribution Date pursuant to Section 5.03 of the SunTrust Underlying Servicing Agreement.
With respect to any Wachovia Serviced Mortgage Loan and any Distribution Date, the payment required to be made by
Wachovia with respect to the Remittance Date (as defined in the Wachovia Underlying Servicing Agreement) in the month of such
Distribution Date pursuant to Section 5.03 of the Wachovia Underlying Servicing Agreement.
With respect to any WaMu Bank Serviced Mortgage Loan and any Distribution Date, the payment required to be made by
WaMu Bank with respect to the Monthly Remittance Date (as defined in the WaMu Bank Underlying Servicing Agreement) in the month of
such Distribution Date pursuant to Section 2.16 of the WaMu Bank Underlying Servicing Agreement.
Adverse REMIC Event: As defined in Section 2.07(f).
Agreement: Collectively, this Series Supplement and the Standard Terms, and all amendments or supplements hereto.
Assigned Prepayment Premium: Any Prepayment Premium on a Xxxxx Fargo Serviced Mortgage Loan (other than any
Prepayment Premiums that Xxxxx Fargo is entitled to keep as additional servicing compensation pursuant to the underlying mortgage
loan purchase agreement or servicing rights purchase agreement between DLJMC and Xxxxx Fargo), any Prepayment Premium on a SPS
Serviced Mortgage Loan and any other Prepayment Premium on deposit in the Certificate Account.
Available Distribution Amount: With respect to any Distribution Date and each Pass-Through Loan Group, the sum of:
(i) all amounts in respect of Scheduled Payments (net of the related Expense Fees) due on the related Due Date
and received prior to the related Determination Date on the related Mortgage Loans, together with any Advances in respect
thereof;
(ii) all Insurance Proceeds (to the extent not applied to the restoration of the Mortgaged Property or released
to the Mortgagor in accordance with the applicable Servicer's Accepted Servicing Standards), all Liquidation Proceeds
received during the calendar month preceding the month of that Distribution Date on the related Mortgage Loans, in each case
net of unreimbursed Liquidation Expenses incurred with respect to such Mortgage Loans;
(iii) all Principal Prepayments received during the related Prepayment Period on the related Mortgage Loans,
excluding Prepayment Premiums;
(iv) amounts received with respect to such Distribution Date as the Substitution Adjustment Amount or Purchase
Price in respect of a Mortgage Loan in the related Loan Group repurchased by the Seller, purchased by a Holder of a
Subordinate Certificate pursuant to Section 3.11(f) or purchased by the Special Servicer pursuant to Section 3.11(g) as of
such Distribution Date;
(v) any amounts payable as Compensating Interest Payments by a Servicer with respect to the related Mortgage
Loans on such Distribution Date;
(vi) all Recoveries, if any; and
(vii) the portion of the Mortgage Loan Purchase Price related to such Loan Group paid in connection with an
Optional Termination up to the amount of the Par Value for such Loan Group;
in the case of clauses (i) through (iv) above reduced by amounts in reimbursement for Advances previously made and other amounts as
to which the Trustee, the Trust Administrator, the Custodian, a Servicer, the Special Servicer or the Master Servicer is entitled to
be reimbursed pursuant to this Agreement in respect of the related Mortgage Loans or otherwise.
Basis Risk Shortfall: For any Class of LIBOR Certificates and any Distribution Date, the sum of (i) the excess, if
any, of (a) the related Current Interest calculated on the basis of the least of (x) the applicable Certificate Index plus the
applicable Certificate Margin, (y) the Maximum Interest Rate and (z) 11.00% over (b) the related Current Interest for the applicable
Distribution Date, (ii) any amount described in clause (i) remaining unpaid from prior Distribution Dates, and (iii) interest on the
amount in clause (ii) for the related Accrual Period calculated at a per annum rate equal to the least of (x) the applicable
Certificate Index plus the applicable Certificate Margin, (y) the applicable Maximum Interest Rate and (z) 11.00%.
Capitalized Interest Account: Not Applicable.
Capitalized Interest Deposit: Not Applicable.
Capitalized Interest Distribution: Not Applicable.
Capitalized Interest Release Amount: Not Applicable.
Capitalized Interest Requirement: Not Applicable.
Capitalized Interest Requirement Rate: Not Applicable.
Carryforward Interest: For any Class of LIBOR Certificates and any Distribution Date, the sum of (1) the amount, if
any, by which (x) the sum of (A) Current Interest for such Class for the immediately preceding Distribution Date and (B) any unpaid
Carryforward Interest for such Class from previous Distribution Dates exceeds (y) the amount paid in respect of interest on such
Class on such immediately preceding Distribution Date, and (2) interest on such amount for the related Accrual Period at the
applicable Pass-Through Rate.
Certificate Balance: With respect to any Certificate (other than a Class 2-X Certificate or a Class P Certificate),
as defined in the Standard Terms.
With respect to each Class 2-X Certificate, on any date of determination, an amount equal to the Percentage Interest
evidenced by such Certificate multiplied by an amount equal to (i) the excess, if any, of (A) the Aggregate Loan Group Balance for
Loan Group 2 as of such date of determination, over (B) the then aggregate Class Principal Balance of the Group 2 Senior Certificates
and Class M Certificates then outstanding, which represents the sum of (i) the initial principal balance of the REMIC IV Regular
Interest 2-X-PO, as reduced by Realized Losses allocated thereto and payments deemed made thereon, and (ii) accrued and unpaid
interest on the REMIC IV Regular Interest 2-X-IO, as reduced by Realized Losses allocated thereto.
The Class P Certificates will not have a Certificate Balance.
Certificate Group: Any of Certificate Group 1 or Certificate Group 2, as applicable.
Certificate Group 1: Any of the Certificates with a Class designation beginning with "1" and relating to Loan
Group 1.
Certificate Group 2: Any of the Certificates with a Class designation beginning with "2" and relating to Loan
Group 2.
Certificate Margin: As to each Class of LIBOR Certificates, the applicable amount set forth below:
Certificate Margin
_______________________________________________
Class (1) (2)
_________________________________________________________________________________________
2-A-1 0.210% 0.420%
2-A-2-1 0.150% 0.300%
2-A-2-2 0.320% 0.640%
2-A-3 0.340% 0.680%
2-M-1 0.450% 0.900%
2-M-2 0.600% 1.100%
2-M-3 1.150% 1.650%
2-M-4 1.500% 2.000%
2-M-5 1.500% 2.000%
2-M-6 1.500% 2.000%
2-M-7 1.500% 2.000%
___________
(1) On and prior to the first Distribution Date on which the Optional Termination for Loan Group 2
may occur.
(2) After the first Distribution Date on which the Optional Termination for Loan Group 2 may occur.
Class: All Certificates bearing the same class designation as set forth in the Preliminary Statement.
Class 1-A Certificates: As set forth in the Preliminary Statement.
Class 2-M-1 Principal Payment Amount: For any Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Group 2 Senior Certificates, after giving effect to payments on such Distribution Date and
(ii) the Class Principal Balance of the Class 2-M-1 Certificates immediately prior to such Distribution Date exceeds (y) the lesser
of (A) the product of (i) 90.80% and (ii) the Aggregate Loan Group Balance for Loan Group 2 for such Distribution Date and (B) the
amount, if any, by which (i) the Aggregate Loan Group Balance for Loan Group 2 for such Distribution Date exceeds (ii) 0.50% of the
Aggregate Loan Group Balance for Loan Group 2 as of the Cut-off Date.
Class 2-M-2 Principal Payment Amount: For any Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Group 2 Senior Certificates and Class 2-M-1 Certificates, in each case, after giving effect
to payments on such Distribution Date and (ii) the Class Principal Balance of the Class 2-M-2 Certificates immediately prior to such
Distribution Date exceeds (y) the lesser of (A) the product of (i) 92.30% and (ii) the Aggregate Loan Group Balance for Loan Group 2
for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Loan Group Balance for Loan Group 2 for such
Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Group Balance for Loan Group 2 as of the Cut-off Date.
Class 2-M-3 Principal Payment Amount: For any Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Group 2 Senior Certificates, Class 2-M-1 and Class 2-M-2 Certificates, in each case, after
giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class 2-M-3 Certificates immediately
prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 94.20% and (ii) the Aggregate Loan Group Balance for
Loan Group 2 for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Loan Group Balance for Loan Group 2
for such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Group Balance for Loan Group 2 as of the Cut-off Date.
Class 2-M-4 Principal Payment Amount: For any Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Group 2 Senior Certificates, Class 2-M-1, Class 2-M-2 and Class 2-M-3 Certificates, in each
case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class 2-M-4 Certificates
immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 95.20% and (ii) the Aggregate Loan Group
Balance for Loan Group 2 for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Loan Group Balance for
Loan Group 2 for such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Group Balance for Loan Group 2 as of the Cut-off
Date.
Class 2-M-5 Principal Payment Amount: For any Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Group 2 Senior Certificates, Class 2-M-1, Class 2-M-2, Class 2-M-3 and Class 2-M-4
Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the
Class 2-M-5 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 96.20% and
(ii) the Aggregate Loan Group Balance for Loan Group 2 for such Distribution Date and (B) the amount, if any, by which (i) the
Aggregate Loan Group Balance for Loan Group 2 for such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Group Balance for
Loan Group 2 as of the Cut-off Date.
Class 2-M-6 Principal Payment Amount: For any Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Group 2 Senior Certificates, Class 2-M-1, Class 2-M-2, Class 2-M-3, Class 2-M-4 and
Class 2-M-5 Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance
of the Class 2-M-6 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 97.20%
and (ii) the Aggregate Loan Group Balance for Loan Group 2 for such Distribution Date and (B) the amount, if any, by which (i) the
Aggregate Loan Group Balance for Loan Group 2 for such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Group Balance for
Loan Group 2 as of the Cut-off Date.
Class 2-M-7 Principal Payment Amount: For any Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Group 2 Senior Certificates, Class 2-M-1, Class 2-M-2, Class 2-M-3, Class 2-M-4, Class 2-M-5
and Class 2-M-6 Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal
Balance of the Class 2-M-7 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of
(i) 98.20% and (ii) the Aggregate Loan Group Balance for Loan Group 2 for such Distribution Date and (B) the amount, if any, by which
(i) the Aggregate Loan Group Balance for Loan Group 2 for such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Group
Balance for Loan Group 2 as of the Cut-off Date.
Class 2-X Distributable Amount: With respect to any Distribution Date and the Class 2-X Certificates, to the extent
of any Monthly Excess Cashflow remaining on such Distribution Date after the distribution of amounts pursuant to
Section 4.01(II)(d)(i)-(xxiv), the sum of (a) the amount of interest accrued during the related Accrual Period on the Class 2-X
Certificates (as described in the Preliminary Statement) and (b) the Overcollateralization Release Amount, if any, for such
Distribution Date.
Class 2-X Notional Amount: With respect to the Class 2-X Certificates or REMIC IV Regular Interest 2-X-IO and any
Distribution Date, the aggregate of the Uncertificated Principal Balances of the REMIC III Regular Interests LT1, LT2, LT3 and LT4
immediately prior to such Distribution Date, (which for clarification is equal to the Aggregate Loan Group Balance for Loan Group 2
as of the first day of the related Collection Period (excluding any such Mortgage Loans that were subject to a Payoff, the principal
of which was distributed on the Distribution Date preceding the current Distribution Date)).
Class 1-A Certificates: As set forth in the Preliminary Statement.
Class 1-B Certificates: As set forth in the Preliminary Statement.
Class 1-B Credit Support Depletion Date: The first Distribution Date on which the aggregate Class Principal Balance
of the Class 1-B Certificates has been or will be reduced to zero.
Class M Certificates: The Class 2-M-1, Class 2-M-2, Class 2-M-3, Class 2-M-4, Class 2-M-5, Class 2-M-6 and
Class 2-M-7 Certificates.
Class Notional Amount: The Class 2-X Notional Amount.
Class Y Regular Interests: The Class Y-1 Regular Interest.
Class Y-1 Principal Distribution Amount: For any Distribution Date, an amount equal to the portion of the Group 1
Principal Distribution Amount distributed to the Class 1-A Certificates and Component I of the Class AR-L Certificates for that
Distribution Date.
Class Y-1 Regular Interest: The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I
Regular Interest and is entitled to distributions as set forth herein.
Class Z Regular Interests: The Class Z-1 Regular Interest.
Class Z-1 Principal Distribution Amount: For any Distribution Date, an amount equal to the portion of the Group 1
Principal Distribution Amount distributed to the Class 1-B Certificates for that Distribution Date.
Class Z-1 Regular Interest: The uncertificated undivided beneficial interest in REMIC I which constitutes a REMIC I
Regular Interest and is entitled to distributions as set forth herein.
Closing Date: May 30, 2007.
Conforming Loans: None.
Corporate Trust Office: With respect to the Trustee, the designated office of the Trustee at which at any
particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the
execution of this Agreement is located at 00 Xxxxxxxxxx Xxxxxx, Xx. Xxxx, Xxxxxxxxx 00000, Attention: Corporate Trust-Structured
Finance, CSFB ARMT 2007-2. With respect to the Trust Administrator, the designated office of the Trust Administrator at which at any
particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the
execution of this Agreement is located at 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, XX 00000, Attention: CSFB ARMT 2007-2, except for
purposes of Section 6.06 and certificate transfer purposes, such term shall mean the office or agency of the Trust Administrator
located at 0xx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: CSFB ARMT 2007-2.
Countrywide: Countrywide Home Loans Servicing LP and its successors and assigns.
Countrywide Serviced Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule, for which
Countrywide is the applicable Designated Servicer.
Countrywide Reconstituted Servicing Agreement: That certain Reconstituted Servicing Agreement, dated as of May 1,
2007, among DLJMC, Countrywide, the Master Servicer and the Trust Administrator, and acknowledged by the Trustee.
Countrywide Underlying Servicing Agreement: The "Servicing Agreement" referred to in the Countrywide Reconstituted
Servicing Agreement.
Current Interest: For any Class of LIBOR Certificates and Distribution Date, the amount of interest accruing at the
applicable Pass-Through Rate on the related Class Principal Balance of such Class during the related Accrual Period; provided, that
as to each Class of LIBOR Certificates, Current Interest shall be reduced by a pro rata portion of any Interest Shortfalls to the
extent not covered by Monthly Excess Interest.
Custodial Agreement: As defined in the Standard Terms. As of the date hereof, the Custodial Agreement under this
Agreement will be the LaSalle Bank Custodial Agreement.
Custodian: As defined in the Standard Terms. Initially, LaSalle shall serve as Custodian for all of the Mortgage
Loans.
Deferred Amount: For any Class of LIBOR Certificates and Distribution Date, will equal the amount by which (x) the
aggregate of the Applied Loss Amounts previously applied in reduction of the Class Principal Balance thereof exceeds (y) the sum of
(i) the aggregate of amounts previously paid in reimbursement thereof and (ii) amounts added to the Class Principal Balances thereof
pursuant to Section 4.03(a)(ii) on all prior Distribution Dates, including such Distribution Date.
Deposit Amount: As defined in Section 4.07(e) or Section 4.08(e) herein, as applicable.
Depositor: Credit Suisse First Boston Mortgage Securities Corp., a Delaware corporation, or its successor in
interest.
Depository Agreement: The Letter of Representation dated as of the Closing Date by and among DTC, the Depositor and
the Trust Administrator for the benefit of the Trustee.
Designated Mortgage Loans: The Countrywide Serviced Mortgage Loans, unless any such Mortgage Loan is no longer
serviced by Countrywide under the Countrywide Servicing Agreement, the Fifth Third Serviced Mortgage Loans, unless any such Mortgage
Loan is no longer serviced by Fifth Third under the Fifth Third Servicing Agreement, the IndyMac Serviced Mortgage Loans, unless any
such Mortgage Loan is no longer serviced by IndyMac under the IndyMac Reconstituted Servicing Agreement, the SunTrust Serviced
Mortgage Loans, unless any such Mortgage Loan is no longer serviced by SunTrust under the SunTrust Reconstituted Servicing Agreement,
the Wachovia Serviced Mortgage Loans, unless any such Mortgage Loan is no longer serviced by Wachovia under the Wachovia Servicing
Agreement and the WaMu Bank Serviced Mortgage Loans, unless any such Mortgage Loan is no longer serviced by WaMu Bank under the WaMu
Bank Servicing Agreement.
Designated Servicer: Each of Countrywide, Fifth Third, IndyMac, SunTrust, Wachovia and WaMu Bank, as applicable.
Designated Servicing Agreement: Each of the Countrywide Reconstituted Servicing Agreement, Fifth Third
Reconstituted Servicing Agreement, IndyMac Reconstituted Servicing Agreement, SunTrust Reconstituted Servicing Agreement, Wachovia
Reconstituted Servicing Agreement and WaMu Bank Reconstituted Servicing Agreement, as applicable.
Economic Residual Floater Certificate: As set forth in the Preliminary Statement.
ERISA Restricted Certificate: As set forth in the Preliminary Statement.
Exchangeable Certificates: Not applicable.
Fifth Third: Fifth Third Mortgage Company and its successors and assigns.
Fifth Third Serviced Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule, for which
Fifth Third is the applicable Designated Servicer.
Fifth Third Reconstituted Servicing Agreement: That certain Reconstituted Servicing Agreement, dated as of May 1,
2007, among DLJMC, Fifth Third, the Master Servicer and the Trust Administrator, and acknowledged by the Trustee.
Fifth Third Underlying Servicing Agreement: The "Servicing Agreement" referred to in the Fifth Third Reconstituted
Servicing Agreement.
Floater Certificates: As set forth in the Preliminary Statement.
Floater Loan Group: As set forth in the Preliminary Statement.
Group: When used with respect to the Mortgage Loans, any of Loan Group 1 or Loan Group 2, or with respect to the
Certificates, the Class or Classes of Certificates that relate to the corresponding Group or Groups.
Group 1: With respect to the Mortgage Loans, the pool of adjustable rate Mortgage Loans identified in the Mortgage
Loan Schedule as having been assigned to Group 1 or with respect to the Certificates, the Group 1 Certificates.
Group 1 Certificates: As set forth in the Preliminary Statement.
Group 1 Senior Liquidation Amount: With respect to any Distribution Date, the aggregate, for each Mortgage Loan in
Loan Group 1 which became a Liquidated Mortgage Loan during the prior calendar month, of the lesser of (i) the Group 1 Senior
Percentage of the Stated Principal Balance of such Mortgage Loan and (ii) the applicable Senior Prepayment Percentage of the
Liquidation Principal with respect to such Mortgage Loan.
Group 1 Senior Percentage: With respect to any Distribution Date, the percentage equivalent of a fraction the
numerator of which is the aggregate Class Principal Balance of the Class 1-A Certificates and the Residual Certificates immediately
prior to such Distribution Date and the denominator of which is the aggregate of the Stated Principal Balances of the Mortgage Loans
in Loan Group 1 as of the first day of the related Collection Period (excluding any Group 1 Mortgage Loans that were subject to a
Payoff, the principal of which was distributed on the Distribution Date preceding the current Distribution Date); provided, however,
in no event will the Group 1 Senior Percentage exceed 100%.
Group 1 Senior Principal Distribution Amount: With respect to any Distribution Date, the sum of (i) the Group 1
Senior Percentage of the Principal Payment Amount for Loan Group 1, (ii) the applicable Senior Prepayment Percentage of the Principal
Prepayment Amount for Loan Group 1, and (iii) the Group 1 Senior Liquidation Amount.
Group 1 Subordinate Percentage: For any Distribution Date, the excess of 100% over the Group 1 Senior Percentage.
Group 2: With respect to the Mortgage Loans, the pool of adjustable rate Mortgage Loans identified in the Mortgage
Loan Schedule as having been assigned to Group 2 or with respect to the Certificates, the Group 2 Certificates.
Group 2 Certificates: As set forth in the Preliminary Statement.
Group 2 Credit Support Depletion Date: The first Distribution Date on which the aggregate Class Principal Balance
of the Group 2 Subordinate Certificates has been or will be reduced to zero.
Group 2 Senior Certificates: As set forth in the Preliminary Statement.
Group 2 Senior Enhancement Percentage: For any Distribution Date, the fraction, expressed as a percentage, the
numerator of which is the sum of the aggregate Class Principal Balance of the Class M Certificates and the Overcollateralization
Amount (which, for purposes of this definition only, shall not be less than zero), in each case after giving effect to payments on
such Distribution Date (assuming no Trigger Event has occurred), and the denominator of which is the Aggregate Loan Group Balance for
Loan Group 2 for such Distribution Date.
Group 2 Senior Principal Payment Amount: For any Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the aggregate Class
Principal Balance of the Group 2 Senior Certificates, immediately prior to such Distribution Date exceeds (y) the lesser of (A) the
product of (i) 84.40% and (ii) the Aggregate Loan Group Balance for Loan Group 2 for such Distribution Date and (B) the amount, if
any, by which (i) the Aggregate Loan Group Balance for Loan Group 2 for such Distribution Date exceeds (ii) 0.50% of the Aggregate
Loan Group Balance for Loan Group 2 as of the Cut-off Date.
Group 2 Subordinate Certificates: As set forth in the Preliminary Statement.
IndyMac: IndyMac Bank, F.S.B. and its successors and assigns.
IndyMac Serviced Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule, for which
IndyMac is the applicable Servicer.
IndyMac Reconstituted Servicing Agreement: That certain Reconstituted Servicing Agreement dated as of May 1, 2007
among DLJMC, IndyMac, the Master Servicer and the Trust Administrator, and acknowledged by the Trustee.
IndyMac Underlying Servicing Agreement: The "Servicing Agreement" referred to in the IndyMac Reconstituted
Servicing Agreement.
Initial Bankruptcy Loss Coverage Amount: $100,000.00.
Initial Class Principal Balance: As set forth in the Preliminary Statement.
Initial Cut-off Date: May 1, 2007.
Initial Fraud Loss Coverage Amount: $9,383,577.52.
Initial Special Hazard Loss Coverage Amount: $6,636,903.00.
Interest Distribution Amount: With respect to any Distribution Date and interest bearing Class of Class 1-A
Certificates, Residual Certificates and Class 1-B Certificates, the sum of (i) one month's interest accrued during the related
Accrual Period at the applicable Pass-Through Rate for such Class on the related Class Principal Balance or Class Notional Amount, as
applicable, subject to reduction pursuant to Section 4.01(I)(B), and (ii) any Class Unpaid Interest Amounts for such Class and
Distribution Date.
Interest Remittance Amount: For any Distribution Date and the Mortgage Loans in Loan Group 2, an amount equal to
the sum of (1) all interest collected (other than Payaheads) or advanced in respect of Scheduled Payments on the Mortgage Loans in
such Loan Group during the related Collection Period, the interest portion of Payaheads previously received on the Mortgage Loans in
such Loan Group and intended for application in the related Collection Period and interest portion of all Payoffs (net of Payoff
Interest and Prepayment Interest Excess for such Distribution Date) and Curtailments received on the Mortgage Loans in such Loan
Group during the related Prepayment Period, less (x) the applicable Expense Fees with respect to such Mortgage Loans and
(y) unreimbursed Advances and other amounts due to the Master Servicer, the applicable Servicer and the Trust Administrator with
respect to such Mortgage Loans, to the extent allocable to interest, (2) all Compensating Interest Payments paid by a Servicer with
respect to the Mortgage Loans in such Loan Group with respect to the related Prepayment Period, (3) the portion of any Substitution
Adjustment Amount and Purchase Price paid with respect to the Mortgage Loans in such Loan Group during the related Collection Period,
in each case allocable to interest and the proceeds of any purchase of such Mortgage Loans by the Terminating Entity pursuant to
Section 11.01 in an amount not exceeding the interest portion of the Par Value with respect to such Mortgage Loans, and (4) all Net
Liquidation Proceeds and recoveries (net of unreimbursed Advances, Servicing Advances and expenses, to the extent allocable to
interest, and unpaid Expense Fees), if any, collected with respect to the Mortgage Loans in such Loan Group during the prior calendar
month, to the extent allocable to interest. For the purposes of this definition of Interest Remittance Amount, any amounts due to
the Master Servicer, the applicable Servicer and the Trust Administrator that cannot easily be allocable to either interest or
principal shall be deemed to be allocable to interest.
Interest Shortfall: For any Distribution Date and the Mortgage Loans in Loan Group 2, an amount equal to the
aggregate shortfall, if any, in collections of interest (adjusted to the related Net Mortgage Rate) on Mortgage Loans in Loan Group 2
resulting from (a) Principal Prepayments received during the related Prepayment Period after giving effect to the Compensating
Interest Payment for such Distribution Date and (b) interest payments on certain of the Mortgage Loans in Loan Group 2 being limited
pursuant to the provisions of the Relief Act.
LaSalle: LaSalle Bank, National Association.
LaSalle Bank Custodial Agreement: That certain Custodial Agreement dated as of May 1, 2007 among LaSalle, the
Trustee and the Trust Administrator.
LIBOR Certificates: As set forth in the Preliminary Statement.
Loan Group: Any of Loan Group 1 or Loan Group 2, as applicable. Loan Group 1 will constitute one sub-trust and
Loan Group 2 will constitute another sub-trust.
Loan Group 1: All Mortgage Loans identified as Loan Group 1 Mortgage Loans on the Mortgage Loan Schedule.
Loan Group 2: All Mortgage Loans identified as Loan Group 2 Mortgage Loans on the Mortgage Loan Schedule.
Marker Rate: With respect to the Class 2-X Certificates and the REMIC III Regular Interests LT1, LT2, LT3 and LT4
and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC III Pass-Through
Rates for REMIC III Regular Interest LT2 and REMIC III Regular Interest LT3.
Master Servicer: Xxxxx Fargo.
Maturity Date: The Distribution Date occurring in June 2037.
Maximum Interest Rate: With respect to the Group 2 Certificates and any Distribution Date, an annual rate equal to
the weighted average of the Maximum Mortgage Rates of the Mortgage Loans in Loan Group 2 minus the weighted average Expense Fee Rate
of the Mortgage Loans in Loan Group 2.
Modification Oversight Agent: SPS, and its successors and permitted assigns.
Monthly Excess Cashflow: For any Distribution Date, an amount equal to the sum of the Monthly Excess Interest,
Overcollateralization Release Amount, if any for such date, and any Principal Payment Amount remaining after the application of items
(i) through (v) in the distribution thereof pursuant to Section 4.01(II)(a), (b) or (c), as applicable.
Monthly Excess Interest: For any Distribution Date, any Interest Remittance Amount remaining after the application
of items (i) through (xi) in the distribution thereof, pursuant to Section 4.01(II)(a).
Net Cumulative Realized Loss Amount: For any Distribution Date, an amount equal to the cumulative Realized Losses
incurred on the Group 2 Mortgage Loans from the Initial Cut-off Date through the end of the calendar month preceding such
Distribution Date, less the amount of payments made to the Principal Remittance Amount from the Swap Agreement pursuant to
Section 4.07(c)(3) on all prior Distribution Dates.
Net Excess Spread: With respect to any Distribution Date and Loan Group 2, a fraction, expressed as a percentage,
the numerator of which is equal to the excess of (x) the Aggregate Loan Group Balance for Loan Group 2 for the immediately preceding
Distribution Date, multiplied by the product of (A) the Net WAC Rate for Loan Group 2 and (B) the actual number of days elapsed in
the related Accrual Period divided by 360 over (y) the aggregate Current Interest for Loan Group 2 for such Distribution Date, and
the denominator of which is an amount equal to the Aggregate Loan Group Balance for Loan Group 2 for the immediately preceding
Distribution Date, multiplied by the actual number of days elapsed in the related Accrual Period divided by 360.
Net Funds Cap: For any Distribution Date and the LIBOR Certificates, will be a per annum rate equal to (i) (a) a
fraction, expressed as a percentage, the numerator of which is the product of (1) the Optimal Interest Remittance Amount for such
date and (2) 12, and the denominator of which is the Aggregate Loan Group Balance for Loan Group 2 (excluding any such Mortgage Loans
that were subject to a Payoff, the principal of which was distributed on the Distribution Date preceding the current Distribution
Date) for the immediately preceding Distribution Date (or, in the case of the first Distribution Date, the Aggregate Loan Group
Balance for Loan Group 2 as of the Cut-off Date, multiplied by (b) a fraction, the numerator of which is 30 and the denominator of
which is the actual number of days in the related Accrual Period, minus (ii) a fraction expressed as a percentage, the numerator of
which is the sum of (1) the amount of any Net Swap Payments owed to the Swap Counterparty for the related Swap Payment Date and (2)
the amount of any Swap Termination Payment owed to the Swap Counterparty that is not the result of the Swap Counterparty Trigger
Event, and the denominator of which is the Aggregate Loan Group Balance for Loan Group 2.
Net Interest Shortfalls: For any Distribution Date and any Pass-Through Loan Group, the sum of (A) the amount of
interest which would otherwise have been received for a Mortgage Loan in such Loan Group during the prior calendar month that was the
subject of (x) a Relief Act Reduction or (y) a Special Hazard Loss, Fraud Loss or Bankruptcy Loss, after the exhaustion of the
respective amounts of coverage provided by the Class 1-B Certificates for those types of losses; and (B) any related Net Prepayment
Interest Shortfalls.
Net Realized Losses: For any Class of Certificates, other than the Floater Certificates, and any Distribution Date,
the excess of (i) the amount of unreimbursed Realized Losses previously allocated to that Class over (ii) the sum of (a) the amount
of any increases to the Class Principal Balance of that Class pursuant to Section 4.03 due to Recoveries and (b) amounts previously
distributed to such Class in respect of Realized Losses pursuant to Section 4.01.
Net Recovery Realized Losses: For any Class of Certificates, other than the Floater Certificates, and any
Distribution Date, the excess of Net Realized Losses for such Distribution Date over the amount distributed in respect of Realized
Losses pursuant to Section 4.01 on that Distribution Date.
Net Swap Payments: A net payment (a) by the Supplemental Interest Trust Trustee, on behalf of the Supplemental
Interest Trust, to the Swap Counterparty, to the extent that the Supplemental Trust Payment exceeds the Swap Counterparty Payment for
such Swap Payment Date, or (b) by the Swap Counterparty to the Supplemental Interest Trust Trustee, on behalf of the Supplemental
Interest Trust, to the extent that the Swap Counterparty Payment payable to the Supplemental Interest Trust exceeds the Supplemental
Trust Payment for such Swap Payment Date.
Net WAC Rate: For any Distribution Date and any Pass-Through Loan Group, the Weighted Average Pass-Through Rate for
such Loan Group for such Distribution Date.
In addition, for any purpose for which the Net WAC Rate is calculated, the interest rate on the Mortgage Loans shall
be appropriately adjusted to account for the difference between any counting convention used with respect to the Mortgage Loans and
any counting convention used with respect to a REMIC Regular Interest.
NIM Note: Any debt instrument issued by a NIM Trust.
NIM Trust: With respect to any Floater Loan Group, any trust created to hold the Economic Residual Floater
Certificates for such Floater Loan Group and issue debt instruments that are secured by distributions on such Economic Residual
Floater Certificates.
Notional Amount Certificates: As set forth in the Preliminary Statement.
Offered Certificates: As set forth in the Preliminary Statement.
Optimal Interest Remittance Amount: With respect to any Distribution Date and the Floater Loan Group, the excess of
(i) the product of (1) (x) the weighted average of the Net Mortgage Rates of the Mortgage Loans in Loan Group 2 as of the first day
of the related Collection Period divided by (y) 12 and (2) the Aggregate Loan Group Balance for the Floater Loan Group for the
immediately preceding Distribution Date (excluding any such Mortgage Loans that were subject to a Payoff, the principal of which was
distributed on the Distribution Date preceding the current Distribution Date), over (ii) any expenses that reduce the Interest
Remittance Amount with respect to the Floater Loan Group that did not arise as a result of a default or delinquency of the Mortgage
Loans in the Floater Loan Group or were not taken into account in computing the Expense Fee Rate.
Overcollateralized Group: As defined in Section 4.06(b).
Pass-Through Certificates: As set forth in the Preliminary Statement.
Pass-Through Loan Group: As set forth in the Preliminary Statement.
Pass-Through Rate: For any interest bearing Class of Certificates, the per annum rate set forth or calculated in
the manner described in the Preliminary Statement. Interest on the Certificates, other than the LIBOR Certificates, will be computed
on the basis of a 360 day year comprised of twelve 30 day months. Interest on the LIBOR Certificates and the Class 2-X Certificates
(to the extent it is entitled to interest from Loan Group 2) will be computed on the basis of a 360-day year and the actual number of
days elapsed in the related Accrual Period.
Physical Certificates: As set forth in the Preliminary Statement.
Prefunded Amount: Not Applicable.
Prefunded Loan Group: Not Applicable.
Prefunding Account: Not Applicable.
Prefunding Period: Not Applicable.
Principal Payment Amount: For any Distribution Date and any Pass-Through Loan Group, the sum of (i) the principal
portion of the Scheduled Payments on the Mortgage Loans in such Loan Group due on the related Due Date, (ii) the principal portion of
repurchase proceeds received with respect to any Mortgage Loan in such Loan Group which was repurchased as permitted or required by
this Agreement during the period beginning on the 15th day of the month preceding such Distribution Date and ending on the 14th day
of the month of such Distribution Date, with notice and receipt of funds three (3) Business Days prior to the 14th day of the month
of such Distribution Date and (iii) any other unscheduled payments of principal which were received on the Mortgage Loans in such
Loan Group during the related calendar month preceding the month of such Distribution Date, other than Principal Prepayments or
Liquidation Principal.
For any Distribution Date and the Floater Loan Group, an amount equal to the Principal Remittance Amount for such
date minus the Overcollateralization Release Amount, if any, for such date.
Principal Prepayment Amount: For any Distribution Date and any Pass-Through Loan Group, the sum of (i) all
Principal Prepayments relating to the Mortgage Loans in such Loan Group which were received during the related Prepayment Period and
(ii) all Recoveries received during the calendar month preceding the month of that Distribution Date.
Principal Remittance Amount: For any Distribution Date and the Floater Loan Group, an amount equal to the sum of
(1) all principal collected (other than Payaheads) or advanced in respect of Scheduled Payments on the Mortgage Loans in such Loan
Group during the related Collection Period (less unreimbursed Advances, Servicing Advances and other amounts due to the Servicers,
the Trustee, the Master Servicer and the Trust Administrator with respect to the Mortgage Loans in such Loan Group, to the extent
allocable to principal or such amounts allocable to interest to the extent remaining unpaid after allocation of the Interest
Remittance Amount) and the principal portion of Payaheads previously received on the Mortgage Loans in such Loan Group and intended
for application in the related Collection Period, (2) all Principal Prepayments received on the Mortgage Loans in such Loan Group
during the related Prepayment Period, (3) the Purchase Price of each Mortgage Loan in such Loan Group that was repurchased by the
Seller or purchased by the Special Servicer pursuant to Section 3.17(b), during the related Collection Period and the principal
proceeds of any purchase of Mortgage Loans in such Loan Group by the Terminating Entity pursuant to Section 11.01 in an amount not
exceeding the principal portion of the Par Value with respect to such Mortgage Loans, (4) the portion of any Substitution Adjustment
Amount paid with respect to any Deleted Mortgage Loans in such Loan Group during the related Collection Period allocable to
principal, (5) all Net Liquidation Proceeds (net of unreimbursed Advances, Servicing Advances and other expenses, to the extent
allocable to principal or such amounts allocable to interest to the extent remaining unpaid after allocation of the Interest
Remittance Amount) and any other Recoveries collected with respect to the Mortgage Loans in such Loan Group during the preceding
calendar month, to the extent allocable to principal, and (6) amounts, if any, withdrawn from the Supplemental Interest Account to
cover the Net Cumulative Realized Loss Amount for such Distribution Date. For the purposes of this definition of Principal
Remittance Amount, any amounts due to the Master Servicer, the applicable Servicer and the Trust Administrator that cannot easily be
allocable to either interest or principal shall be deemed to be allocable to interest.
Private Certificates: As set forth in the Preliminary Statement.
Pro Rata Share: With respect to any Distribution Date and any Class of Class 1-B Certificates, the portion of the
Subordinate Principal Distribution Amount allocable to such Class, equal to the product of the Subordinate Principal Distribution
Amount on such Distribution Date and a fraction, the numerator of which is the related Class Principal Balance of such Class and the
denominator of which is the aggregate of the Class Principal Balances of the Class 1-B Certificates.
Prospectus Supplement: The Prospectus Supplement, dated May 30, 2007, relating to the offering of the Offered
Certificates in the form in which it was or will be filed with the Securities and Exchange Commission pursuant to Rule 424(b) under
the 1933 Act with respect to the offer and sale of the Offered Certificates.
Rating Agency: Each of Xxxxx'x and S&P, or any successor to any of them, so long as such entity is rating any of
the Certificates.
Realized Loss: As defined in the Standard Terms; provided, that Realized Losses allocated to the Class 2-X
Certificates shall be allocated first to the REMIC IV Regular Interest 2-X-IO in reduction of the accrued but unpaid interest thereon
until such accrued and unpaid interest shall have been reduced to zero and then to the REMIC IV Regular Interest 2-X-PO in reduction
of the principal balance thereof.
Regular Certificates: All of the Certificates other than the Residual Certificates and the Class P Certificates.
REMIC: A "real estate mortgage investment conduit," within the meaning of Section 860D of the Code. Reference
herein to REMIC refers to each REMIC created by the Preliminary Statement.
REMIC Election: An election, for federal income tax purposes, to treat certain assets as a REMIC.
REMIC I Available Distribution Amount: For any Distribution Date, the Available Distribution Amount for such Loan
Group 1.
REMIC I Distribution Amount: For any Distribution Date, the REMIC I Available Distribution Amounts shall be deemed
distributed to REMIC IV, as the holder of the REMIC I Regular Interests, and to Holders of the Class AR-L Certificates in respect of
Component I thereof, pursuant to Section 4.01(IV)(a)(i), in the following amounts and priority:
(a) To the extent of the REMIC I Available Distribution Amount for Loan Group 1:
(i) first, to Class Y-1 and Class Z-1 Regular Interests and Component I of the Class AR-L
Certificates, concurrently, the Uncertificated Accrued Interest for such Classes remaining unpaid from previous Distribution
Dates, pro rata according to their respective shares of such unpaid amounts;
(ii) second, to the Class Y-1 and Class Z-1 Regular Interests and Component I of the Class AR-L
Certificates, concurrently, the Uncertificated Accrued Interest for such Classes for the current Distribution Date, pro rata
according to their respective Uncertificated Accrued Interest;
(iii) third, to Component I of the Class AR-L Certificates, until the Uncertificated Principal Balance
thereof has been reduced to zero; and
(iv) fourth, to the Class Y-1 and Class Z-1 Regular Interests, the Class Y-1 Principal Distribution
Amount and the Class Z-1 Principal Distribution Amount, respectively.
(b) To the extent of the REMIC I Available Distribution Amounts for such Distribution Date remaining after
payment of the amounts pursuant to paragraph (a), of this definition of "REMIC I Distribution Amount":
(i) first, to each Class of REMIC I Class Y and Class Z Regular Interests, pro rata according to the
amount of unreimbursed Realized Losses allocable to principal previously allocated to each such Class; provided, however,
that any amounts distributed pursuant to this paragraph (e)(i) of this definition of "REMIC I Distribution Amount" shall not
cause a reduction in the Uncertificated Principal Balances of any of the Class Y and Class Z Regular Interests; and
(ii) second, to the Class AR-L Certificates in respect of Component I thereof, any remaining amount.
REMIC I Realized Losses: Realized Losses on the Group 1 Mortgage Loans shall be allocated first to the Class Y-1
REMIC Regular Interest, until its Uncertificated Principal Balance has been reduced to zero, and then to Class Z-1 REMIC Regular
Interests, until its Uncertificated Principal Balance has been reduced to zero. For any Distribution Date, reductions in the
Uncertificated Principal Balances of the Class Y and Class Z Regular Interests pursuant to this definition of Realized Loss shall be
determined, and shall be deemed to occur, prior to any reductions of such Uncertificated Principal Balances by distributions on such
Distribution Date.
REMIC II Available Distribution Amount: For any Distribution Date, the Available Distribution Amount for Loan Group
2 increased by the amount of any Net Swap Payments payable to the Supplemental Interest Trust.
REMIC II Distribution Amount: For any Distribution Date, the REMIC II Available Distribution Amount shall be
distributed to REMIC III in respect of the REMIC II Regular Interests and Component II of the Class AR-L Certificates thereof in the
following amounts and priority:
(a) to REMIC II Regular Interest A-I and REMIC II Regular Interest II-1-A through II-58-B, pro rata, in an
amount equal to (A) Uncertificated Accrued Interest for such REMIC II Regular Interests for such Distribution Date, plus (B) any
amounts payable in respect thereof remaining unpaid from previous Distribution Dates;
(b) to the extent of amounts remaining after the distributions made pursuant to clause (a) above, payments of
principal shall be allocated as follows: first, to REMIC II Regular Interest A-I until the Uncertificated Principal Balance of such
REMIC II Regular Interest is reduced to zero and second, to REMIC II Regular Interests II-1-A through II-58-B starting with the
lowest numerical denomination until the Uncertificated Principal Balance of each such REMIC II Regular Interest is reduced to zero,
provided that, for REMIC II Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro
rata between such REMIC II Regular Interests; and
(c) any remaining amounts to Component II of the Class AR-L Certificates.
REMIC II Realized Losses: All Realized Losses on Loan Group 2 shall be allocated first, on each Distribution Date,
to REMIC II Regular Interest A-I until such REMIC II Regular Interest has been reduced to zero. Second, Realized Losses shall be
allocated to REMIC II Regular Interest II-1-A through REMIC II Regular Interest II-58-B, starting with the lowest numerical
denomination until such REMIC II Regular Interest has been reduced to zero, provided that, for REMIC II Regular Interests with the
same numerical denomination, such Realized Losses shall be allocated pro rata between such REMIC II Regular Interests.
REMIC III Available Distribution Amount: For any Distribution Date, the Available Distribution Amount for Loan
Group 2.
REMIC III Distribution Amount: For any Distribution Date, the REMIC III Available Distribution Amount shall be
deemed distributed to REMIC IV, as the holder of the REMIC III Regular Interests, and to Holders of the Class AR-L Certificates in
respect of Component III thereof, pursuant to Section 4.01(IV)(a)(ii), in the following amounts and priority:
(a) first, to the REMIC III Regular Interests LT1, LT2, LT3 and LT4, pro rata, in an amount equal to (A) their
Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates; and
(b) second:
(i) to the REMIC III Regular Interests LT2, LT3 and LT4, their respective Principal Distribution
Amounts;
(ii) to the REMIC III Regular Interest LT1 its Principal Distribution Amount;
(iii) any remainder to the REMIC III Regular Interest LT1, until the Uncertificated Principal Balance
thereof has been reduced to zero;
(iv) any remainder to the REMIC III Regular Interests LT2, LT3 and LT4, pro rata, according to their
respective Uncertificated Principal Balances as reduced by the distributions made pursuant to (i) above, until their
respective Uncertificated Principal Balances have been reduced to zero; and
(v) any remaining amounts to the Holders of the Class AR-L Certificates in respect of Component III
thereof;
(c) To the extent of the REMIC III Available Distribution Amounts for such Distribution Date remaining after
payment of the amounts pursuant to paragraphs (a) and (b) of this definition of "REMIC III Distribution Amount" as follows:
(i) first, to the REMIC III Regular Interests LT1, LT2, LT3 and LT4, pro rata, to the extent of any
Realized Losses allocated to such Regular Interests on such Distribution Date or any prior Distribution Date and not
previously reimbursed pursuant to this paragraph; provided, however, that any amounts distributed pursuant to this paragraph
(c)(i) of this definition of "REMIC III Distribution Amount" shall not cause a reduction in the Uncertificated Principal
Balance of any of the REMIC III Regular Interests LT1, LT2, LT3 and LT4; and
(ii) second, to the Class AR-L Certificates in respect of Component III thereof, any remaining amount.
REMIC III Net WAC Rate: With respect to any Distribution Date, a per annum rate equal to the weighted average of (x) with
respect to REMIC II Regular Interests ending with the designation "B," the weighted average of the Uncertificated REMIC II
Pass-Through Rates for such REMIC II Regular Interests, weighted on the basis of the Uncertificated Principal Balance of such REMIC I
Regular Interests for each such Distribution Date, (y) with respect to REMIC II Regular Interest A-I, the Uncertificated REMIC II
Pass-Through Rate for such REMIC II Regular Interest, and (z) with respect to REMIC II Regular Interests ending with the designation
"A," for each Distribution Date listed below, the weighted average of the rates listed below for each such REMIC II Regular Interest
listed below, weighted on the basis of the Uncertificated Principal Balance of each such REMIC II Regular Interest for each such
Distribution Date:
Distribution Date REMIC II Regular Interest Rate
________________________________________________________________________________________________________________________________________________________
1 II-1-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
2 II-2-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
3 II-3-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
4 II-4-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
5 II-5-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
6 II-6-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
7 II-7-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
8 II-8-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
9 II-9-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
10 II-10-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
11 II-11-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
12 II-12-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
13 II-13-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
14 II-14-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
15 II-15-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
16 II-16-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
17 II-17-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
18 II-18-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
19 II-19-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
20 II-20-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
21 II-21-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
22 II-22-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
23 II-23-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
24 II-24-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
25 II-25-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
26 II-26-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
27 II-27-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
28 II-28-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
29 II-29-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
30 II-30-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
31 II-31-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
32 II-32-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
33 II-33-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
34 II-34-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
35 II-35-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
36 II-36-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
37 II-37-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
38 II-38-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
39 II-39-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
40 II-40-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
41 II-41-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
42 II-42-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
43 II-43-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
44 II-44-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
45 II-45-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
46 II-46-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
47 II-47-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
48 II-48-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
49 II-49-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
50 II-50-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
51 II-51-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
52 II-52-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
53 II-53-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
54 II-54-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
55 II-55-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
56 II-56-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
57 II-57-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
58 II-58-A through II-58-A The excess, if any, of (x) the Uncertificated REMIC II Pass-Through Rate over (y) 2
multiplied by Swap LIBOR.
REMIC III Principal Reduction Amounts: For any Distribution Date, the amounts by which the principal balances of
the REMIC III Regular Interests LT1, LT2, LT3 and LT4, respectively, will be reduced on such Distribution Date by the allocation of
Realized Losses and the distribution of principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:
Y1 = the aggregate principal balance of the REMIC III Regular Interests LT1 after distributions on the prior Distribution
Date.
Y2 = the principal balance of the REMIC III Regular Interest LT2 after distributions on the prior Distribution Date.
Y3 = the principal balance of the REMIC III Regular Interest LT3 after distributions on the prior Distribution Date.
Y4 = the principal balance of the REMIC III Regular Interest LT4 after distributions on the prior Distribution Date
(note: Y3 = Y4).
ΞY1 = the combined REMIC III Regular Interests LT1 Principal Reduction Amount.
ΞY2 = the REMIC III Regular Interest LT2 Principal Reduction Amount.
ΞY3 = the REMIC III Regular Interest LT3 Principal Reduction Amount.
ΞY4 = the REMIC III Regular Interest LT4 Principal Reduction Amount.
P0 = the aggregate principal balance of the REMIC III Regular Interests LT1, LT2, LT3 and LT4 after distributions and the
allocation of Realized Losses on the prior Distribution Date.
P1 = the aggregate principal balance of the REMIC III Regular Interests LT1, LT2, LT3 and LT4 after distributions and the
allocation of Realized Losses to be made on such Distribution Date.
ΞP = P0 - P1 = the aggregate of the REMIC III Regular Interests LT1, LT2, LT3 and LT4 Principal Reduction Amounts.
= the aggregate of the principal portions of Realized Losses to be allocated to, and the principal distributions to be
made on, the Group I Certificates on such Distribution Date (including distributions of accrued and unpaid interest on the Class SB-I
Certificates for prior Distribution Dates).
R0 = the REMIC III Net WAC Rate (stated as a monthly rate) after giving effect to amounts distributed and Realized Losses
allocated on the prior Distribution Date.
R1 = the REMIC III Net WAC Rate (stated as a monthly rate) after giving effect to amounts to be distributed and Realized
Losses to be allocated on such Distribution Date.
Ξ± = (Y2 + Y3)/P0. The initial value of Ξ± on the Closing Date for use on the first Distribution Date shall be 0.0001.
Ξ³0 = the lesser of (A) the sum for all Classes of Group 2 LIBOR Certificates of the product for each Class of (i) the
monthly interest rate (as limited by the Net Funds Cap, if applicable) for such Class applicable for distributions to be made on such
Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after distributions and the allocation of
Realized Losses on the prior Distribution Date and (B) R0*P0.
Ξ³1 = the lesser of (A) the sum for all Classes of Group 2 Certificates of the product for each Class of (i) the monthly
interest rate (as limited by the Net Funds Cap, if applicable) for such Class applicable for distributions to be made on the next
succeeding Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after distributions and the
allocation of Realized Losses to be made on such Distribution Date and (B) R1*P1.
Then, based on the foregoing definitions:
ΞY1 = ΞP - ΞY2 - ΞY3 - ΞY4;
ΞY2 = (Ξ±/2){( Ξ³0R1 - Ξ³1R0)/R0R1};
ΞY3 = Ξ±ΞP - ΞY2; and
ΞY4 = ΞY3.
if both ΞY2 and ΞY3, as so determined, are non-negative numbers. Otherwise:
(1) If ΞY2, as so determined, is negative, then
ΞY2 = 0;
ΞY3 = Ξ±{Ξ³1R0P0 - Ξ³0R1P1}/{Ξ³1R0};
ΞY4 = ΞY3; and
ΞY1 = ΞP - ΞY2 - ΞY3 - ΞY4.
(2) If ΞY3, as so determined, is negative, then
ΞY3 = 0;
ΞY2 = Ξ±{ Ξ³0R1P1 - Ξ³1R0P0 }/{2R1R0P1 - Ξ³1R0};
ΞY4 = ΞY3; and
ΞY1 = ΞP - ΞY2 - ΞY3 - ΞY4.
The Principal Reduction Amount ΞY1 shall be allocated to the REMIC III Regular Interest LT1.
REMIC III Realized Losses: Realized Losses on the Group 2 Mortgage Loans for the related Collection Period shall be
allocated to the REMIC III Regular Interests LT1, LT2, LT3 and LT4, in reduction of the principal balances thereof and interest
accrued thereon, as follows: (i) the interest portion of Realized Losses, if any, shall be allocated pro rata to accrued interest on
the REMIC III Regular Interests LT1, LT2, LT3 and LT4, to the extent of such accrued interest, and (ii) any remaining interest
portions of Realized Losses and any principal portions of Realized Losses shall be treated as principal portions of Realized Losses
and allocated (i) to the REMIC III Regular Interest LT2, REMIC III Regular Interest LT3 and REMIC III Regular Interest LT4, pro rata
according to their respective Principal Reduction Amounts, provided that such allocation to each of the REMIC III Regular Interest
LT2, REMIC III Regular Interest LT3 and REMIC III Regular Interest LT4 shall not exceed their respective Principal Reduction Amounts,
and (ii) any Realized Losses not allocated to any of the REMIC III Regular Interest LT2, REMIC III Regular Interest LT3 and REMIC III
Regular Interest LT4 pursuant to the provisos of clause (i) above shall be allocated to the REMIC III Regular Interest LT1, until
the principal balance thereof shall have been reduced to zero. Any Realized Losses on the Group 2 Mortgage Loans remaining after the
allocations made in the preceding sentences shall be allocated among the Class LT2, Class LT3 and Class LT4 REMIC III Regular
Interests pro-rata according to their respective principal balances as reduced by the allocations in the preceding sentence until
such principal balances shall have been reduced to zero.
REMIC III Regular Interest LT1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the
REMIC III Regular Interest LT1 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the
REMIC III Regular Interest LT1 on such Distribution Date.
REMIC III Regular Interest LT2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the
REMIC III Regular Interest LT2 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the
REMIC III Regular Interest LT2 on such Distribution Date.
REMIC III Regular Interest LT3 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the
REMIC III Regular Interest LT3 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the
REMIC III Regular Interest LT3 on such Distribution Date.
REMIC III Regular Interest LT4 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the
REMIC III Regular Interest LT4 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the
REMIC III Regular Interest LT4 on such Distribution Date.
REMIC Provisions: The provisions of the federal income tax law relating to REMICs, which appear at Sections 860A
through 860G of the Code, and related provisions and regulations promulgated thereunder, as the foregoing may be in effect from time
to time.
REMIC Regular Interest: Any of the REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular
Interests and REMIC IV Regular Interests.
Residual Certificates: As set forth in the Preliminary Statement.
Seller: DLJMC.
Senior Certificates: As set forth in the Preliminary Statement.
Senior Liquidation Amount: The Group 1 Senior Liquidation Amount.
Senior Percentage: The Group 1 Senior Percentage.
Senior Prepayment Percentage: The Senior Prepayment Percentage for any Distribution Date occurring during the seven
years beginning on the first Distribution Date for each Pass-Through Loan Group will equal 100%. The Senior Prepayment Percentage
for any Distribution Date occurring on or after the seventh anniversary of the first Distribution Date for each such Loan Group will
be as follows: for any Distribution Date in the first year thereafter, the related Senior Percentage plus 70% of the related
Subordinate Percentage for such Distribution Date; for any Distribution Date in the second year thereafter, the related Senior
Percentage plus 60% of the related Subordinate Percentage for such Distribution Date; for any Distribution Date in the third year
thereafter, the related Senior Percentage plus 40% of the related Subordinate Percentage for such Distribution Date; for any
Distribution Date in the fourth year thereafter, the related Senior Percentage plus 20% of the related Subordinate Percentage for
such Distribution Date; and for any Distribution Date after the fourth year thereafter, the related Senior Percentage for such
Distribution Date.
Notwithstanding the foregoing, on any Distribution Date and with respect to each Pass-Through Loan Group, if the
Senior Percentage exceeds the initial related Senior Percentage, the Senior Prepayment Percentage for each Group for that
Distribution Date will equal 100%, (ii) if on or before the Distribution Date in May 2010, the Subordinate Percentage is greater than
or equal to twice the Subordinate Percentage as of the Closing Date, in which case the Senior Prepayment Percentage for each Group
will equal the related Senior Percentage, plus 50% of the related Subordinate Percentage for that Distribution Date, and if after the
Distribution Date in May 2010, the Subordinate Percentage is greater than or equal to twice the Subordinate Percentage as of the
Closing Date, then the Senior Prepayment Percentage for each such Group for such Distribution Date will equal the related Senior
Percentage).
Notwithstanding the foregoing, the Senior Prepayment Percentage for any Pass-Through Loan Group shall equal 100% for
any Distribution Date as to which (i) the outstanding principal balance of the Mortgage Loans in the related Loan Group, delinquent
60 days or more (including all REO Properties and Mortgage Loans in foreclosure) (averaged over the preceding six month period), as a
percentage of the related aggregate Class Principal Balance of the Class 1-B Certificates as of such Distribution Date is equal to or
greater than 50% or (ii) cumulative Realized Losses for the Mortgage Loans in the related Loan Group exceed (a) with respect to any
Distribution Date prior to the third anniversary of the first Distribution Date, 20% of the related aggregate Class Principal Balance
of the Class 1-B Certificates as of the Closing Date (the "Original Subordinate Principal Balance"), (b) with respect to any
Distribution Date on or after the third anniversary but prior to the eighth anniversary of the first Distribution Date, 30% of the
related Original Subordinate Principal Balance, (c) with respect to any Distribution Date on or after the eighth anniversary but
prior to the ninth anniversary of the first Distribution Date, 35% of the related Original Subordinate Principal Balance, (d) with
respect to any Distribution Date on or after the ninth anniversary but prior to the tenth anniversary of the first Distribution Date,
40% of the related Original Subordinate Principal Balance, (e) with respect to any Distribution Date on or after the tenth
anniversary but prior to the eleventh anniversary of the first Distribution Date, 45% of the related Original Subordinate Principal
Balance and (f) with respect to any Distribution Date on or after the eleventh anniversary of the first Distribution Date, 50% of the
Original Subordinate Principal Balance.
If the Senior Prepayment Percentage for one Loan Group equals 100% due to the limitations set forth above, then the
Senior Prepayment Percentage for the other Loan Groups will equal 100%.
If on any Distribution Date the allocation to a Class of Senior Certificates then entitled to distributions of
Principal Prepayments and other amounts in the percentage required above would reduce the outstanding Class Principal Balance of that
Class below zero, the distribution to that Class of Senior Certificates of the Senior Prepayment Percentage of those amounts for such
Distribution Date shall be limited to the percentage necessary to reduce the related Class Principal Balance to zero.
Senior Principal Distribution Amount: The Group 1 Senior Principal Distribution Amount.
Series Supplement: This Series Supplement, dated as of May 1, 2007, as amended from time to time.
Servicers: SPS, Xxxxx Fargo and the Special Servicer, to the extent it has taken over the servicing of one or more
Mortgage Loans pursuant to Section 3.17(a), and, in each case, any successor in interest thereto or any successor servicer appointed
as provided herein.
Special Servicer: SPS, and its successors and permitted assigns.
Standard Terms: That certain Standard Terms of Pooling and Servicing Agreement, dated as of May 1, 2007, attached
hereto as Exhibit A.
Startup Day: The Closing Date.
Stepdown Date: The date occurring on the later of (x) the Distribution Date in June 2010 and (y) the first
Distribution Date on which the Group 2 Senior Enhancement Percentage (calculated for this purpose after giving effect to payments or
other recoveries in respect of the Mortgage Loans in Loan Group 2 during the related Collection Period but before giving effect to
payments on the Group 2 Certificates on such Distribution Date) is greater than or equal to 15.60%.
Subordinate Certificates: As set forth in the Preliminary Statement.
Subordinate Liquidation Amount: For any Distribution Date and the Pass-Through Loan Group, the excess, if any, of
the aggregate Liquidation Principal of all Mortgage Loans in Loan Group 1 which became Liquidated Mortgage Loans during the calendar
month preceding the Distribution Date over the Group 1 Senior Liquidation Amount for such Distribution Date.
Subordinate Percentage: With respect to any Distribution Date and the Pass-Through Loan Group, the excess of 100%
over the related Senior Percentage for that Distribution Date.
Subordinate Prepayment Percentage: With respect to any Distribution Date and the Pass-Through Loan Group, 100%
minus the related Senior Prepayment Percentage for such Distribution Date; provided, however, that if the aggregate Class Principal
Balance of the Senior Certificates related to Loan Group 1 has been reduced to zero, then the Subordinate Prepayment Percentage for
such Loan Group will equal 100%.
Subordinate Principal Distribution Amount: With respect to any Distribution Date, the sum of the following amounts
for each Pass-Through Loan Group: (i) the related Subordinate Percentage of the related Principal Payment Amount, (ii) the related
Subordinate Prepayment Percentage of the related Principal Prepayment Amount, and (iii) the related Subordinate Liquidation Amount.
Subordination Level: With respect to any Distribution Date and any Class of Class 1-B Certificates, the percentage
obtained by dividing the sum of the Class Principal Balances of all Classes of Class 1-B Certificates which are subordinate in right
of payment to such Class by the aggregate Class Principal Balance of the Group 1 Certificates immediately prior to such Distribution
Date.
Subsequent Cut-off Date: Not Applicable.
Subsequent Mortgage Loan: Not Applicable.
Subsequent Transfer Agreement: Not Applicable.
Subsequent Transfer Date: Not Applicable.
Substitution Adjustment Amount: As defined in Section 2.03.
SunTrust: SunTrust Mortgage, Inc. and its successors and assigns.
SunTrust Serviced Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule, for which
SunTrust is the applicable Designated Servicer.
SunTrust Reconstituted Servicing Agreement: That certain Reconstituted Servicing Agreement, dated as of May 1,
2007, among DLJMC, SunTrust, the Master Servicer and the Trust Administrator, and acknowledged by the Trustee.
SunTrust Underlying Servicing Agreement: The "Servicing Agreement" referred to in the SunTrust Reconstituted
Servicing Agreement.
Supplemental Interest Account: As defined in Section 4.08 hereof. The Supplemental Interest Account will not be an
asset of any REMIC.
Supplemental Interest Trust: The trust created pursuant to Section 4.08 herein and designated as the "Supplemental
Interest Trust," consisting of the Swap Agreement, the Supplemental Interest Account and the right to receive Net Swap Payments from
the Swap Counterparty.
Supplemental Interest Trust Trustee: The Trust Administrator, acting not in its individual or corporate capacity
but solely as trustee of the Supplemental Interest Trust.
Supplemental Trust Payment: An amount equal to the product of (a) 5.196%, (b) a fraction, the numerator of which is
30 (except with respect to the first Swap Payment Date, in which case the numerator will be the number of days in the first Swap
Calculation Period) and the denominator of which is 360 and (c) the Swap Notional Amount.
Swap Agreement: The swap agreement relating to the Group 2 Certificates consisting of ISDA Master Agreement
(Multicurrency Cross-Border), a schedule, credit support annex and the related confirmation thereto, each dated as of the Closing
Date, between the Supplemental Interest Trust Trustee and the Swap Counterparty, as such agreement may be amended and supplemented in
accordance with its terms.
Swap Calculation Period: Each period from and including the Distribution Date in the preceding calendar month to,
but excluding, the related Distribution Date, except that the initial Swap Calculation Period will commence on, and include, May 30,
2007 and the final Swap Calculation Period will end on, but exclude, the Swap Termination Date, provided that such Swap Calculation
Period shall be adjusted pursuant to the "Following Business Day Convention" (as defined in the Swap Agreement).
Swap Certificate: Each of the Group 2 Certificates.
Swap Counterparty: Credit Suisse International and its successors.
Swap Counterparty Payment: An amount equal to the greater of (I) zero and (II) the product of (a) One-Month LIBOR
for the related Distribution Date, (b) a fraction, the numerator of which is the actual number of days elapsed in the related Swap
Calculation Period and the denominator of which is 360 and (c) the Swap Notional Amount.
Swap Counterparty Trigger Event: (i) an Event of Default (as defined in the Swap Agreement) with respect to which
the Swap Counterparty is a Defaulting Party (as defined in the Swap Agreement), (ii) a Termination Event (as defined in the Swap
Agreement) under the Swap Agreement with respect to which the Swap Counterparty is the sole Affected Party (as defined in the Swap
Agreement) or (iii) an Additional Termination Event (as defined in the Swap Agreement) under the Swap Agreement with respect to which
the Swap Counterparty is the sole Affected Party.
Swap Event of Default: An "Event of Default" as such term is defined in the Swap Agreement.
Swap LIBOR: LIBOR as determined pursuant to the Swap Agreement.
Swap Notional Amount: The "Notional Amount" referred to in the Swap Agreement.
Swap Payment Date: The "Business Day" (as defined in the Swap Agreement) before each Distribution Date.
Swap Suspension Event: With respect to any Distribution Date, either (a) the occurrence of a default by the Swap
Counterparty under the Swap Agreement in the timely payment of any Net Swap Payment owed by the Swap Counterparty to the Supplemental
Interest Trust on the related Swap Payment Date or (b) the Swap Agreement has been terminated and no replacement Swap Agreement is in
force and effect.
Swap Termination Date: Immediately following the earliest to occur of (a) the Maturity Date, (b) the date on which
the Terminating Entity has purchased all of the Group 2 Mortgage Loans from the Trust, unless terminated earlier in accordance with
the terms of the Swap Agreement and (c) the Distribution Date on which the Class Principal Balance of the Group 2 Certificates has
been reduced to zero.
Swap Termination Payment: Upon the designation of an Early Termination Date (as defined in the Swap Agreement), the
payment to be made by the Trust to the Supplemental Interest Account for payment to the Swap Counterparty, or by the Swap
Counterparty to the Supplemental Interest Account for payment to the Trust, as applicable, pursuant to the terms of the Swap
Agreement.
Targeted Overcollateralization Amount: For any Distribution Date prior to the Stepdown Date, 0.90% of the Aggregate
Loan Group Balance for Loan Group 2 as of the Cut-off Date; with respect to any Distribution Date on or after the Stepdown Date and
with respect to which a Trigger Event is not in effect, the greater of (a) 1.80% of the Aggregate Loan Group Balance for Loan Group 2
for such Distribution Date, or (b) 0.50% of the Aggregate Loan Group Balance for Loan Group 2 as of the Cut-off Date; with respect to
any Distribution Date on or after the Stepdown Date with respect to which a Trigger Event has occurred and is continuing, the
Targeted Overcollateralization Amount for the Distribution Date immediately preceding such Distribution Date.
Trigger Event: A Trigger Event will occur for any Distribution Date if either (i) the Rolling Three Month
Delinquency Rate as of the last day of the related Collection Period equals or exceeds 40.00% of the Group 2 Senior Enhancement
Percentage for such Distribution Date or (ii) the cumulative Realized Losses as a percentage of the Aggregate Loan Group Balance for
Loan Group 2 on the Closing Date for such Distribution Date is greater than the percentage set forth in the following table:
________________________________________________________________________________________________________________________________
Range of Distribution Dates Cumulative Loss Percentage
________________________________________________________________________________________________________________________________
June 2009 - May 2010 0.25%*
________________________________________________________________________________________________________________________________
June 2010 - May 2011 0.65%*
________________________________________________________________________________________________________________________________
June 2011 - May 2012 1.10%*
________________________________________________________________________________________________________________________________
June 2012 - May 2013 1.60%*
________________________________________________________________________________________________________________________________
June 2013 and thereafter 1.90%*
________________________________________________________________________________________________________________________________
* The cumulative loss percentages set forth above are applicable to the first Distribution Date in the
corresponding range of Distribution Dates. The cumulative loss percentage for each succeeding Distribution
Date in a range increases incrementally by 1/12 of the positive difference between the percentage
applicable to the first Distribution Date in that range and the percentage applicable to the first
Distribution Date in the succeeding range.
Trust: The trust created pursuant to Section 2.01 this Agreement.
Trust Administrator: Xxxxx Fargo Bank, N.A., a national banking association, not in its individual capacity, but
solely in its capacity as trust administrator for the benefit of the Certificateholders under this Agreement, and any successor
thereto, as provided herein.
Trust Administrator Fee Rate: As to each Mortgage Loan, a per annum rate equal to 0.00%.
Trustee: U.S. Bank National Association, a national banking association, not in its individual capacity, but solely
in its capacity as trustee for the benefit of the Certificateholders under this Agreement, and any successor thereto, as provided
herein.
Uncertificated Accrued Interest: With respect to any Uncertificated Regular Interest for any Distribution Date, one
month's interest at the related Uncertificated Pass-Through Rate for such Distribution Date, accrued on the Uncertificated Principal
Balance or Uncertificated Notional Amount, as applicable, immediately prior to such Distribution Date. Uncertificated Accrued
Interest for the Uncertificated Regular Interests shall accrue on the basis of a 360-day year consisting of twelve 30-day months.
For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC I Regular Interests for any Distribution
Date, any Prepayment Interest Shortfalls (to the extent not covered by Compensating Interest Payments) relating to the Mortgage Loans
in any Pass-Through Loan Group for any Distribution Date shall be allocated among the REMIC I Regular Interests, pro rata, based on,
and to the extent of, Uncertificated Accrued Interest, as calculated without application of this sentence. For purposes of
calculating the amount of Uncertificated Accrued Interest for the REMIC II Regular Interests for any Distribution Date, any
Prepayment Interest Shortfalls (to the extent not covered by Compensating Interest Payments) relating to Mortgage Loans in the
Floater Loan Group for any Distribution Date shall be allocated among the REMIC II Regular Interests, pro rata, based on, and to the
extent of, Uncertificated Accrued Interest, as calculated without application of this sentence. For purposes of calculating the
amount of Uncertificated Accrued Interest for the REMIC III Regular Interests for any Distribution Date, any Prepayment Interest
Shortfalls (to the extent not covered by Compensating Interest Payments) relating to Mortgage Loans in the Floater Loan Group for any
Distribution Date shall be allocated among the REMIC III Regular Interests, pro rata, based on, and to the extent of, Uncertificated
Accrued Interest, as calculated without application of this sentence. Uncertificated Accrued Interest on the REMIC IV Regular
Interest 2-X-PO shall be zero. Uncertificated Accrued Interest on the REMIC IV Regular Interest 2-X-IO for each Distribution Date
shall equal Accrued Certificate Interest for the Economic Residual Floater Certificates.
Uncertificated Pass-Through Rate: For any REMIC I Regular Interest, REMIC II Regular Interest or REMIC III Regular
Interest, the per annum rate set forth or calculated in the manner described in the Preliminary Statement under "REMIC I," "REMIC II"
or "REMIC III," respectively.
Uncertificated Principal Balance: The principal amount of any REMIC I, REMIC II or REMIC III Regular Interest
outstanding as of any date of determination. As of the Closing Date, the Uncertificated Principal Balance of each REMIC I, REMIC II
and REMIC III Regular Interest shall equal the amount set forth in the Preliminary Statement hereto as its Initial Uncertificated
Principal Balance under "REMIC I," "REMIC II" and "REMIC III," respectively. On each Distribution Date, the Uncertificated Principal
Balance of each REMIC I Regular Interest, REMIC II Regular Interest and REMIC III Regular Interest shall be reduced, (x) in the case
of REMIC I Regular Interests, by the sum of (i) the principal portion of Realized Losses allocated to the REMIC I Regular Interests
in accordance with the definition of REMIC I Realized Losses and (ii) the amounts deemed distributed on each Distribution Date in
respect of principal on the REMIC I Regular Interests pursuant to Section 4.01(IV)(a)(i), (y) in the case of REMIC II Regular
Interests, by the sum of (i) the principal portion of Realized Losses allocated to the REMIC II Regular Interests in accordance with
the definition of REMIC II Realized Losses and (ii) the amounts deemed distributed on each Distribution Date in respect of principal
on the REMIC II Regular Interests pursuant to Section 4.01(IV)(a)(ii), and (z) in the case of REMIC III Regular Interests, by the sum
of (i) the principal portion of Realized Losses allocated to the REMIC III Regular Interests in accordance with the definition of
REMIC III Realized Losses and (ii) the amounts deemed distributed on each Distribution Date in respect of principal on the REMIC III
Regular Interests pursuant to Section 4.01(IV)(a)(iii).
Uncertificated Regular Interest: Any of the REMIC I Regular Interests, REMIC II Regular Interests and REMIC III
Regular Interests.
Voting Rights: The portion of the voting rights of all the Certificates that is allocated to any Certificate for
purposes of the voting provisions of this Agreement. At all times during the term of this Agreement, 99% of all Voting Rights shall
be allocated among the Class A Certificates (other than the Residual Certificates), Class M Certificates and Class 1-B Certificates.
The portion of such 99% Voting Rights allocated to each of the Class A Certificates (other than the Residual Certificates), Class M
Certificates and Class 1-B Certificates shall be based on the fraction, expressed as a percentage, the numerator of which is the
Class Principal Balance of each such Class then outstanding and the denominator of which is the aggregate Class Principal Balance of
all such Classes then outstanding. At all times during the term of this Agreement, the Class 2-X Certificates shall be allocated 1%
of the Voting Rights. Voting Rights shall be allocated among the Certificates within each Class in proportion to their respective
outstanding Class Principal Balances or Class Notional Amounts, as applicable. The Residual Certificates shall have no Voting Rights.
Wachovia: Wachovia Mortgage Corporation and its successors and assigns.
Wachovia Serviced Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule, for which
Wachovia is the applicable Designated Servicer.
Wachovia Reconstituted Servicing Agreement: That certain Reconstituted Servicing Agreement, dated as of May 1,
2007, among DLJMC, Wachovia, the Master Servicer and the Trust Administrator, and acknowledged by the Trustee.
Wachovia Underlying Servicing Agreement: The "Servicing Agreement" referred to in the Wachovia Reconstituted
Servicing Agreement.
WaMu Bank: Washington Mutual Bank and its successors and assigns.
WaMu Bank Serviced Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule, for which
WaMu Bank is the applicable Designated Servicer.
WaMu Bank Reconstituted Servicing Agreement: That certain Reconstituted Servicing Agreement, dated as of May 1,
2007, among DLJMC, WaMu Bank, the Master Servicer and the Trust Administrator, and acknowledged by the Trustee.
WaMu Bank Underlying Servicing Agreement: The "Servicing Agreement" referred to in the WaMu Bank Reconstituted
Servicing Agreement.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
SECTION 2.01. Conveyance of Trust Fund.
(a) The Depositor does hereby establish the Adjustable Rate Mortgage Trust 2007-2 (the "Trust") and sells,
transfers, assigns, delivers, sets over and otherwise conveys to the Trustee in trust for the benefit of the Certificateholders,
without recourse, the Depositor's right, title and interest in and to (a) the Mortgage Loans listed in the Mortgage Loan Schedule,
including all interest and principal received or receivable by the Depositor on or with respect to the Mortgage Loans after the
Cut-off Date and any Assigned Prepayment Premiums with respect thereto, but not including payments of principal and interest due and
payable on the Mortgage Loans on or before the Cut-off Date, together with the Mortgage Files relating to the Mortgage Loans,
(b) REO Property, (c) the Collection Account, the Certificate Account and all amounts deposited therein pursuant to the applicable
provisions of this Agreement, (d) any insurance policies with respect to the Mortgage Loans, (e) the Depositor's rights under the
Assignment and Assumption Agreement, (f) the Supplemental Interest Account and (g) all proceeds of the conversion, voluntary or
involuntary, of any of the foregoing into cash or other liquid property.
(b) As set forth in the Standard Terms.
(c) As set forth in the Standard Terms.
(d) As set forth in the Standard Terms.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) As set forth in the Standard Terms.
(i) As set forth in the Standard Terms.
SECTION 2.02. Acceptance by the Trustee.
(a) As set forth in the Standard Terms.
(b) Not Applicable.
(c) As set forth in the Standard Terms.
(d) As set forth in the Standard Terms.
SECTION 2.03. Representations and Warranties of the Seller, Master Servicer and Servicers.
As set forth in Section 2.03 of the Standard Terms.
SECTION 2.04. Representations and Warranties of the Depositor as to the Mortgage Loans.
As set forth in Section 2.04 of the Standard Terms.
SECTION 2.05. Delivery of Opinion of Counsel in Connection with Substitutions.
As set forth in Section 2.05 of the Standard Terms.
SECTION 2.06. Issuance of Certificates.
As set forth in Section 2.06 of the Standard Terms.
SECTION 2.07. REMIC Provisions.
(a) The Depositor hereby elects and authorizes the Trust Administrator to treat the Trust Fund as the number of
separate REMICs specified in the Preliminary Statement (each, a "REMIC") under the Code and, if necessary, under applicable state law
and apply such Preliminary Statement in determining the rights of the Interests in REMICs thereby created. Each such election will
be made on Form 1066 or other appropriate federal tax or information return (including Form 8811) or any appropriate state return
(x) for the taxable year ending on the last day of the calendar year in which the Certificates are issued and (y) for the taxable year
ending on the last day of the calendar year in which Certificates are first sold to a third party. The Closing Date is hereby
designated as the "startup day" of each REMIC created hereunder within the meaning of Section 860G(a)(9) of the Code. The "regular
interests" (within the meaning of Section 860G of the Code) in each REMIC shall consist of the regular interests with the terms set
forth for each REMIC in the Preliminary Statement and the Class AR and Class AR-L Certificates shall represent the beneficial
ownership of the "residual interest" in each REMIC created hereunder. Neither the Depositor nor the Trust Administrator nor the
Trustee shall permit the creation of any "interests" (within the meaning of Section 860G of the Code) in any REMIC other than as set
forth in the Preliminary Statement.
(b) The Trust Administrator shall act as the "tax matters person" (within the meaning of the REMIC Provisions)
for each REMIC created hereunder, in the manner provided under Treasury regulations section 1.860F 4(d) and temporary Treasury
regulations section 301.6231(a)(7)1T. In the event that for any reason, the Trust Administrator is not recognized as the tax matters
person then the Trust Administrator shall act as agent for the Class AR and the Class AR-L Certificateholder as tax matters person.
By its acceptance of a Residual Certificate, each Holder thereof shall have agreed to such appointment and shall have consented to
the appointment of the Trust Administrator as its agent to act on behalf of each REMIC created hereunder pursuant to the specific
duties outlined herein.
(c) A Holder of the Residual Certificates, by the purchase of such Certificates, shall be deemed to have agreed
to timely pay, upon demand by the Trust Administrator, the amount of any minimum California state franchise taxes due with respect to
each REMIC created hereunder under Sections 23151(a) and 23153(a) of the California Revenue and Taxation Code. Notwithstanding the
foregoing, the Trust Administrator shall be authorized to retain the amount of such tax from amounts otherwise distributable to such
Holder in the event such Holder does not promptly pay such amount upon demand by the Trust Administrator. In the event that any
other federal, state or local tax is imposed, including without limitation taxes imposed on a "prohibited transaction" of a REMIC as
defined in Section 860F of the Code, such tax shall be charged against amounts otherwise available for distribution to the applicable
Holder of a Residual Certificate and then against amounts otherwise available for distribution to the Holders of Regular Certificates
in accordance with the provisions set forth in Section 4.01. The Trust Administrator or the Trustee shall promptly deposit in the
Certificate Account any amount of "prohibited transaction" tax that results from a breach of the Trust Administrator's or the
Trustee's duties, respectively, under this Agreement. The Master Servicer or the related Servicer shall promptly deposit in the
Certificate Account any amount of "prohibited transaction" tax that results from a breach of the Master Servicer's or such Servicer's
duties, respectively, under this Agreement.
(d) The Trust Administrator shall act as attorney in fact and as the tax matters person of each REMIC created
hereunder and in such capacity the Trust Administrator shall: (i) prepare, sign and file, or cause to be prepared, signed and filed,
federal and state tax returns using a calendar year as the taxable year for each REMIC created hereunder when and as required by the
REMIC Provisions and other applicable federal income tax laws as the direct representative of each such REMIC in compliance with the
Code and shall provide copies of such returns as required by the Code; (ii) make an election, on behalf of each REMIC created
hereunder, to be treated as a REMIC on the federal tax return of such REMIC for its first taxable year, in accordance with the REMIC
Provisions; and (iii) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to any governmental
taxing authority all information reports as and when required to be provided to them in accordance with the REMIC Provisions. The
expenses of preparing and filing such returns shall be borne by the Trust Administrator. The Depositor, the Master Servicer and the
related Servicer shall provide on a prompt and timely basis to the Trust Administrator or its designee such information with respect
to each REMIC created hereunder as is in their possession and reasonably required or requested by the Trust Administrator to enable
it to perform its obligations under this subsection.
In its capacity as attorney in fact and as the tax matters person, the Trust Administrator shall also: (A) act on
behalf of each REMIC created hereunder in relation to any tax matter or controversy involving the Trust Fund, (B) represent the Trust
Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with
respect thereto and (C) cause to be paid solely from the sources provided herein the amount of any taxes imposed on each REMIC
created hereunder when and as the same shall be due and payable (but such obligation shall not prevent the Trust Administrator or any
other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent the Trust Administrator from
withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).
(e) The Trust Administrator shall provide (i) to any transferor of a Residual Certificate such information as
is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a permitted
transferee (upon receipt of reasonable compensation), (ii) to the Certificateholders such information or reports as are required by
the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium and
(iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve as the
representative of each REMIC created hereunder.
(f) The Trustee, to the extent directed by the Trust Administrator, the Depositor and the Holder of the
Residual Certificates shall take any action or cause the Trust Fund to take any action necessary to create or maintain the status of
each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain
such status. Neither the Trustee, to the extent directed or (in the case of a failure to act) not directed by the Trust
Administrator, nor the Holder of the Residual Certificates shall take any action, cause the Trust Fund to take any action or fail to
take (or fail to cause the Trust Fund to take) any action that, under the REMIC Provisions, if taken or not taken, as the case may
be, could (i) endanger the status of each REMIC created hereunder as a REMIC or (ii) result in the imposition of a tax upon a REMIC
(including, but not limited to, the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited
contributions set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee and the
Trust Administrator have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that
the contemplated action will not endanger such status or result in the imposition of such a tax.
The Trustee and the Trust Administrator shall not take or fail to take any action (whether or not authorized
hereunder) as to which the Master Servicer, a Servicer or the Depositor has advised it in writing that it has received an Opinion of
Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action
with respect to a REMIC or their assets, or causing any REMIC created hereunder to take any action, which is not expressly permitted
under the terms of this Agreement, the Trustee and the Trust Administrator will consult with the Master Servicer, the Servicers and
the Depositor or their designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with
respect to any REMIC created hereunder and the Trustee and the Trust Administrator shall not take any such action or cause that REMIC
to take any such action as to which the Master Servicer, any Servicer or the Depositor has advised it in writing that an Adverse
REMIC Event could occur.
In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or
causing any REMIC created hereunder to take any action, which is not expressly permitted under the terms of this Agreement, the
Holder of the Residual Certificates will consult with the Trust Administrator or its designee, in writing, with respect to whether
such action could cause an Adverse REMIC Event to occur with respect to any REMIC created hereunder, and no such Person shall take
any action or cause the Trust Fund to take any such action as to which the Trust Administrator has advised it in writing that an
Adverse REMIC Event could occur. The Trustee and the Trust Administrator may consult with counsel to make such written advice, and
the cost of same shall be borne by the party seeking to take action not permitted by this Agreement.
At all times as may be required by the Code, the Trust Administrator will, to the extent within its control and the
scope of its duties more specifically set forth herein, maintain substantially all of the assets of each REMIC created hereunder as
"qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the
Code.
(g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder, as
defined in Section 860F(a)(2) of the Code, on "net income from foreclosure property" of such REMIC, as defined in Section 860G(c) of
the Code, on any contributions to a REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is
imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the related Servicer,
if such Servicer has in its sole discretion determined to indemnify the Trust Fund against such tax or if such tax arises out of or
results from a breach of such Servicer's duties under (x) Section 2.07(j) of this Agreement to not enter into any arrangement by
which a REMIC would receive a fee or other compensation for services or to permit such REMIC to receive any income from assets other
than "qualified mortgages" or "permitted investments," (y) Section 3.01 of this Agreement to not make or permit any modification,
waiver or amendment of any Mortgage Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the
imposition of any tax under Section 860F(a) or Section 860G(d) of the Code or (z) Section 3.11(c) of this Agreement to not cause any
REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code or to subject any
REMIC created hereunder to the imposition of any federal, state or local income taxes on the income earned from such Mortgaged
Property under Section 860G(c) of the Code of otherwise, (ii) to the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer of any of its obligations under this Agreement or if the Master Servicer has in its sole discretion
determined to indemnify the Trust Fund against such tax, (iii) to the Trust Administrator, if such tax arises out of or results from
a breach by the Trust Administrator of any of its obligations under this Article II, (iv) to the Trustee, if such tax arises out of
or results from a breach by the Trustee of any of its obligations under this Article II or (v) otherwise against amounts on deposit
in the Collection Account as provided by Section 3.08 and on the Distribution Date(s) following such reimbursement the aggregate of
such taxes shall be allocated in reduction of the Interest Distribution Amount on each Class entitled thereto in the same manner as
if such taxes constituted a Prepayment Interest Shortfall.
In accordance with Section 2.07(c), the related Servicer, the Master Servicer, the Trustee or the Trust
Administrator, as applicable, shall promptly deposit in the Certificate Account or Collection Account, as applicable, any amount of
such tax.
For purposes of this Section 2.07(g), a tax is imposed following the final and unappealable determination under the
Code of the amount of such tax and written notice thereof by the Tax Matters Person to the party to be charged.
The failure of the Master Servicer or the related Servicer to promptly deposit in the Certificate Account or
Collection Account, as applicable, any amount of such tax shall be an Event of Default, as provided in Section 8.01(b).
(h) The Trust Administrator shall, for federal income tax purposes, maintain books and records with respect to
each REMIC created hereunder on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.
(i) Following the Startup Day, none of any Servicer, the Trustee (which will act only at the direction of the
Trust Administrator or as otherwise specifically provided in this Agreement) or the Trust Administrator shall accept any
contributions of assets to any REMIC created hereunder unless (subject to Section 2.05) such Servicer, the Trustee or the Trust
Administrator shall have received an Opinion of Counsel (at the expense of the party seeking to make such contribution) to the effect
that the inclusion of such assets in a REMIC will not cause that REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding, or subject that REMIC to any tax under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.
(j) None of any Servicer, the Trustee (which will act only at the direction of the Trust Administrator or as
otherwise specifically provided in this Agreement) or the Trust Administrator shall (subject to Section 2.05) enter into any
arrangement by which a REMIC will receive a fee or other compensation for services nor permit such REMIC to receive any income from
assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in
Section 860G(a)(5) of the Code.
(k) Within 30 days after the Closing Date, the Trust Administrator shall apply to the Internal Revenue Service
for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or other acceptable means and prepare
and file with the Internal Revenue Service Form 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC) and
Issuers of Collateralized Debt Obligations" for each REMIC created hereunder.
(l) None of the Trustee (which will act only at the direction of the Trust Administrator or as otherwise
specifically provided in this Agreement), the Trust Administrator, the Master Servicer or any Servicer shall sell, dispose of or
substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a Mortgage
Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the
bankruptcy of any REMIC created hereunder, (iii) the termination of any REMIC created hereunder pursuant to Article X of this
Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) nor acquire any assets for a REMIC,
nor sell or dispose of any investments in the Collection Account or the Certificate Account for gain nor accept any contributions to
a REMIC after the Closing Date (a) unless it has received an Opinion of Counsel that such sale, disposition, substitution or
acquisition will not affect adversely the status of any REMIC created hereunder as a REMIC or (b) unless the Master Servicer or such
Servicer has determined in its sole discretion to indemnify the Trust Fund against such tax.
(m) In order to enable the Trust Administrator to perform its duties as set forth herein, the Depositor shall
provide, or cause to be provided to the Trust Administrator, within ten days after the Closing Date, all information or data that the
Trust Administrator determines to be relevant for tax purposes to the valuations and offering prices of the Certificates, including,
without limitation, the price, yield, prepayment assumption and projected cash flows of the Certificates and the Mortgage Loans and
the Trust Administrator shall be entitled to rely upon any and all such information and data in the performance of its duties set
forth herein. Thereafter, the Master Servicer shall provide, promptly upon request therefor, any such additional information or data
that the Trustee or the Trust Administrator may from time to time reasonably request in order to enable the Trustee and the Trust
Administrator to perform their duties as set forth herein and the Trustee and the Trust Administrator shall be entitled to rely upon
any and all such information and data in the performance of its duties set forth herein. DLJMC shall indemnify the Trust
Administrator and hold it harmless for any loss, liability, damage, claim or expense of the Trust Administrator arising from any
failure of the Depositor to provide, or to cause to be provided, accurate information or data to the Trust Administrator on a timely
basis. The Master Servicer shall indemnify the Trustee and the Trust Administrator and hold it harmless for any loss, liability,
damage, claim or expense of the Trustee and the Trust Administrator arising from any failure of the Master Servicer to provide, or to
cause to be provided, accurate information or data required to be provided by the Master Servicer to the Trustee and the Trust
Administrator on a timely basis; provided, however, that if any Servicer shall fail to provide such information to the Master
Servicer upon timely request for such information by the Master Servicer, that Servicer shall indemnify the Master Servicer, the
Trustee and the Trust Administrator and hold it harmless for any loss, liability, damage, claim or expense of the Master Servicer,
the Trustee and the Trust Administrator arising from any failure of that Servicer to provide, or to cause to be provided, the
information referred to above on a timely basis. The indemnification provisions hereunder shall survive the termination of this
Agreement and shall extend to any co-trustee and co-trust administrator appointed pursuant to this Agreement.
(n) The Trust Administrator shall account for the rights of the Holders of the Group 2 Senior Certificates and
Class M Certificates to receive payments in respect of Basis Risk Shortfalls as rights in an interest rate swap contract written by
the Class 2-X Certificateholders in favor of the Holders of the Group 2 Senior Certificates and Class M Certificates and not as an
obligation of REMIC IV, whose obligation to pay such Certificates will be subject to a cap equal to the applicable Net Funds Cap and
shall account for such rights as property held separate and apart from the regular interests as required by Treasury regulation
section 1.860G-2(i). Any amounts paid in respect of Basis Risk Shortfalls by REMIC IV shall be treated as a distribution to the
Class 2-X Certificates. In addition, the Class 2-X Certificateholders shall be deemed to have entered into a contractual arrangement
with the Class AR and Class AR-L Certificateholders whereby the Class AR and Class AR-L Certificateholders agree to pay to the
Class 2-X Certificateholders on each Distribution Date amounts that would, in the absence of such contractual agreement, be
distributable with respect to the residual interest in REMIC IV pursuant to Section 4.01(II)(d)(xiii) (which amounts are expected to
be zero). Thus each Group 2 Senior Certificate and Class M Certificate shall be treated as representing ownership of not only
REMIC IV regular interests, but also ownership of an interest in an interest rate swap contract. Each Class 2-X Certificate shall
represent an obligation under an interest rate swap contract. For purposes of determining the issue price of REMIC IV regular
interests, the Trust Administrator shall assume that the interest rate swap contract has a value of $5,000.
SECTION 2.08. Covenants of the Master Servicer and each Servicer.
As set forth in Section 2.08 of the Standard Terms.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
As set forth in ARTICLE III of the Standard Terms.
ARTICLE IV
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS
SECTION 4.01. Priorities of Distribution.
(I) (A) On each Distribution Date, with respect to the Group 1 Certificates, the Trust Administrator shall
determine the amounts to be distributed to each Class of Certificates as follows:
(a) with respect to the Class 1-A Certificates and the Residual Certificates, from the Available
Distribution Amount relating to Loan Group 1:
(i) first, concurrently, to the Class 1-A Certificates and the Residual Certificates, an
amount allocable to interest equal to the related Interest Distribution Amount for such Distribution Date, any
shortfall being allocated pro rata between such Classes based on the Interest Distribution Amount that would have
been distributed in the absence of such shortfall; and
(ii) second, on each Distribution Date, from the Available Distribution Amount for Loan
Group 1 remaining after giving effect to the distributions pursuant to Section 4.01(I)(A)(a)(i) above, the Group 1
Senior Principal Distribution Amount, as principal, sequentially, as follows:
(A) first, to the Class AR Certificates and Class AR-L Certificates, pro rata based
on their respective Class Principal Balances immediately prior to such Distribution Date, until their
respective Class Principal Balances have been reduced to zero; and
(B) second, the Group 1 Senior Principal Distribution Amount for that Distribution
Date remaining after making the payments specified in clause (A) above, to the Class 1-A-1, Class 1-A-2-1
and Class 1-A-2-2 Certificates, pro rata based on their respective Class Principal Balances immediately
prior to such Distribution Date, until their respective Class Principal Balances have been reduced to zero;
(b) with respect to the Class 1-B and the Residual Certificates, from the Available Distribution
Amount relating to Loan Group 1 remaining after the distributions pursuant to Sections 4.01(I)(A)(a) above, subject to
Sections 4.01(I)(C) below, to the following Classes in the following order of priority:
(i) to the Class 1-B-1 Certificates, an amount allocable to interest equal to the Interest
Distribution Amount for such Class for such Distribution Date;
(ii) to the Class 1-B-1 Certificates, an amount allocable to principal equal to its Pro Rata
Share for such Distribution Date, until the Class Principal Balance of Class 1-B-1 Certificates has been reduced to
zero;
(iii) to the Class 1-B-2 Certificates, an amount allocable to interest equal to the Interest
Distribution Amount for such Class for such Distribution Date;
(iv) to the Class 1-B-2 Certificates, an amount allocable to principal equal to its Pro Rata
Share for such Distribution Date, until the Class Principal Balance of Class 1-B-2 Certificates has been reduced to
zero;
(v) to the Class 1-B-3 Certificates, an amount allocable to interest equal to the Interest
Distribution Amount for such Class for such Distribution Date;
(vi) to the Class 1-B-3 Certificates, an amount allocable to principal equal to its Pro Rata
Share for such Distribution Date, until the Class Principal Balance of Class 1-B-3 Certificates has been reduced to
zero;
(vii) to the Class 1-B-4 Certificates, an amount allocable to interest equal to the Interest
Distribution Amount for such Class for such Distribution Date;
(viii) to the Class 1-B-4 Certificates, an amount allocable to principal equal to its Pro Rata
Share for such Distribution Date, until the Class Principal Balance of Class 1-B-4 Certificates has been reduced to
zero;
(ix) to the Class 1-B-5 Certificates, an amount allocable to interest equal to the Interest
Distribution Amount for such Class for such Distribution Date;
(x) to the Class 1-B-5 Certificates, an amount allocable to principal equal to its Pro Rata
Share for such Distribution Date, until the Class Principal Balance of Class 1-B-5 Certificates has been reduced to
zero;
(xi) to the Class 1-B-6 Certificates, an amount allocable to interest equal to the Interest
Distribution Amount for such Class for such Distribution Date;
(xii) to the Class 1-B-6 Certificates, an amount allocable to principal equal to its Pro Rata
Share for such Distribution Date, until the Class Principal Balance of Class 1-B-6 Certificates has been reduced to
zero;
(xiii) to the Class 1-B-1, Class 1-B-2, Class 1-B-3, Class 1-B-4, Class 1-B-5 and Class 1-B-6
Certificates, in that order, up to an amount of Net Realized Losses for such Class, if any; provided, however, that
any distribution pursuant to this Section 4.01(I)(A)(e)(xiii) shall not result in a further reduction of the Class
Principal Balance of any of the Class 1-B Certificates; and
(xiv) to the Class AR-L Certificates, any remaining Available Distribution Amount for Loan
Group 1, (to the extent such amount is held by REMIC I), or to the Class AR Certificates, any remaining Available
Distribution Amount for Loan Group 1 (to the extent such amount is held by REMIC IV).
(B) On each Distribution Date, the amount referred to in clause (i) of the definition of Interest Distribution
Amount for such Distribution Date for each Class of Group 1 Certificates shall be reduced by the Trust Administrator by the related
Class's pro rata share (based on the amount of the Interest Distribution Amount for each such Class before reduction pursuant to this
Section 4.01(I)(B)) of (i) Net Prepayment Interest Shortfalls for the Group 1 Mortgage Loans for such Distribution Date and
(ii) (A) after the Special Hazard Coverage Termination Date, with respect to each Group 1 Mortgage Loan, as applicable, that was the
subject of Special Hazard Loss during the prior calendar month, the excess of one month's interest at the related Net Mortgage Rate
on the Stated Principal Balance of such Mortgage Loan as of the Due Date in such month over the amount of Liquidation Proceeds
applied as interest on such Mortgage Loan with respect to such month, (B) after the Bankruptcy Coverage Termination Date, with
respect to each Group 1 Mortgage Loan, as applicable, that became subject to a Bankruptcy Loss during the prior calendar month, the
interest portion of the related Debt Service Reduction or Deficient Valuation, (C) each Relief Act Reduction for any Group 1 Mortgage
Loan, as applicable, incurred during the prior calendar month and (D) after the Fraud Loss Coverage Termination Date, with respect to
each Group 1 Mortgage Loan, as applicable, that became a Fraud Loan during the prior calendar month the excess of one month's
interest at the related Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in such month over
the amount of Liquidation Proceeds applied as interest on such Mortgage Loan with respect to such month.
(C) With respect to each Class of Class 1-B Certificates, if on any Distribution Date the related Subordination
Level of such Class is less than such percentage as of the Closing Date, no distribution of Principal Prepayments will be made to any
Class or Classes of Class 1-B Certificates junior to such Class (the "Restricted Classes") and the amount otherwise distributable to
the Restricted Classes in respect of such Principal Prepayments will be allocated among the remaining Classes of Class 1-B
Certificates, pro rata, based upon their respective Class Principal Balances.
(D) The Trust Administrator shall distribute the Mortgage Loan Purchase Price of any Optional Termination of
Loan Group 1 in excess of the Par Value to the holder of the Class AR-L Certificate.
(II) With respect to the Group 2 Certificates:
(a) On each Distribution Date, the Trust Administrator shall distribute the Interest Remittance Amount
for such date in the following order of priority:
(i) To the Swap Account for payment to the Swap Counterparty, an amount equal to the sum of
(1) any Net Swap Payment owed to the Swap Counterparty for the related Swap Payment Date and (2) any Swap
Termination Payment owed to the Swap Counterparty not due to a Swap Counterparty Trigger Event (which amount shall
include any such Swap Termination Payments remaining unpaid from a prior Swap Payment Date).
(ii) to the Group 2 Senior Certificates, pro rata based on amounts due, Current Interest and
any Carryforward Interest for such Class and such Distribution Date;
(iii) to the Class 2-M-1 Certificates, Current Interest and any Carryforward Interest for such
Class and such Distribution Date;
(iv) to the Class 2-M-2 Certificates, Current Interest and any Carryforward Interest for such
Class and such Distribution Date;
(v) to the Class 2-M-3 Certificates, Current Interest and any Carryforward Interest for such
Class and such Distribution Date;
(vi) to the Class 2-M-4 Certificates, Current Interest and any Carryforward Interest for such
Class and such Distribution Date;
(vii) to the Class 2-M-5 Certificates, Current Interest and any Carryforward Interest for such
Class and such Distribution Date;
(viii) to the Class 2-M-6 Certificates, Current Interest and any Carryforward Interest for such
Class and such Distribution Date;
(ix) to the Class 2-M-7 Certificates, Current Interest and any Carryforward Interest for such
Class and such Distribution Date; and
(x) for application as part of Monthly Excess Cashflow for such Distribution Date as provided
in Section 4.01(II)(d), any Interest Remittance Amount remaining after application pursuant to
Section 4.01(II)(a)(i) through (ix) above.
(b) On each Distribution Date (A) prior to the Stepdown Date or (B) with respect to which a Trigger
Event is in effect, the Trust Administrator shall distribute the Principal Payment Amount for Loan Group 2 for such date in
the following order of priority:
(i) to the Swap Account for payment to the Swap Counterparty, any unpaid Swap Termination
Payment owed to the Swap Counterparty not due to a Swap Counterparty Trigger Event;
(ii) to the Group 2 Senior Certificates, pro rata based on their respective Class Principal
Balances immediately prior to such Distribution Date, until their respective Class Principal Balances have been
reduced to zero; provided, however, that the aggregate amount that would otherwise be allocable to the Class 2-A-2-1
Certificates and Class 2-A-2-2 Certificates on any Distribution Date will instead be distributed sequentially, to
the Class 2-A-2-1 Certificates and Class 2-A-2-2 Certificates, in that order, in each case until its Class Principal
Balance has been reduced to zero;
(iii) to the Class 2-M-1 Certificates, until its Class Principal Balance has been reduced to
zero;
(iv) to the Class 2-M-2 Certificates, until its Class Principal Balance has been reduced to
zero;
(v) to the Class 2-M-3 Certificates, until its Class Principal Balance has been reduced to
zero;
(vi) to the Class 2-M-4 Certificates, until its Class Principal Balance has been reduced to
zero;
(vii) to the Class 2-M-5 Certificates, until its Class Principal Balance has been reduced to
zero;
(viii) to the Class 2-M-6 Certificates, until its Class Principal Balance has been reduced to
zero;
(ix) to the Class 2-M-7 Certificates, until its Class Principal Balance has been reduced to
zero; and
(x) for application as part of Monthly Excess Cashflow for such Distribution Date, as
provided in Section 4.01(II)(d), any Principal Payment Amount remaining after application pursuant to
Section 4.01(II)(b)(i) through (ix) above.
(c) On each Distribution Date (A) on or after the Stepdown Date and (B) with respect to which a
Trigger Event is not in effect, the Trust Administrator shall distribute the Principal Payment Amount for Loan Group 2 for
such date in the following order of priority:
(i) to the Swap Account for payment to the Swap Counterparty, any unpaid Swap Termination
Payment owed to the Swap Counterparty not due to a Swap Counterparty Trigger Event;
(ii) to the Group 2 Senior Certificates, pro rata based on their respective Class Principal
Balances immediately prior to such Distribution Date, the sum of (1) the Group 2 Senior Principal Payment Amount and
(2) the component of the Principal Remittance Amount representing payments, if any, under the Swap Agreement to
cover Realized Losses on the Group 2 Mortgage Loans, until their respective Class Principal Balances have been
reduced to zero; provided, however, that the aggregate amount that would otherwise be allocable to the Class 2-A-2-1
Certificates and Class 2-A-2-2 Certificates on any Distribution Date will instead be distributed sequentially, to
the Class 2-A-2-1 Certificates and Class 2-A-2-2 Certificates, in that order, in each case until its Class Principal
Balance has been reduced to zero;
(iii) to the Class 2-M-1 Certificates, the Class 2-M-1 Principal Payment Amount for such
Distribution Date, until its Class Principal Balance has been reduced to zero;
(iv) to the Class 2-M-2 Certificates, the Class 2-M-2 Principal Payment Amount for such
Distribution Date, until the Class Principal Balance of such Class has been reduced to zero;
(v) to the Class 2-M-3 Certificates, the Class 2-M-3 Principal Payment Amount for such
Distribution Date, until the Class Principal Balance of such Class has been reduced to zero;
(vi) to the Class 2-M-4 Certificates, the Class 2-M-4 Principal Payment Amount for such
Distribution Date, until the Class Principal Balance of such Class has been reduced to zero;
(vii) to the Class 2-M-5 Certificates, the Class 2-M-5 Principal Payment Amount for such
Distribution Date, until the Class Principal Balance of such Class has been reduced to zero;
(viii) to the Class 2-M-6 Certificates, the Class 2-M-6 Principal Payment Amount for such
Distribution Date, until the Class Principal Balance of such Class has been reduced to zero;
(ix) to the Class 2-M-7 Certificates, the Class 2-M-7 Principal Payment Amount for such
Distribution Date, until the Class Principal Balance of such Class has been reduced to zero; and
(x) for application as part of Monthly Excess Cashflow for such Distribution Date, as
provided in Section 4.01(II)(d), any Principal Payment Amount remaining after application pursuant to
Section 4.01(II)(c)(i) through (ix) above.
(d) On each Distribution Date, the Trust Administrator shall distribute the Monthly Excess Cashflow
for such date in the following order of priority:
(i) (A) until the aggregate Class Principal Balance of the LIBOR Certificates equals the
Aggregate Loan Group Balance for Loan Group 2 for such Distribution Date minus the Targeted
Overcollateralization Amount for such Distribution Date, on each Distribution Date (x) prior to the Stepdown
Date or (y) with respect to which a Trigger Event is in effect, to the extent of Monthly Excess Interest for
such Distribution Date, to the Group 2 Certificates, in the following order of priority:
(1) to the Group 2 Senior Certificates, pro rata based on their respective Class
Principal Balances immediately prior to such Distribution Date, until their respective Class Principal
Balances have been reduced to zero; provided, however, that the aggregate amount that would otherwise
be allocable to the Class 2-A-2-1 Certificates and Class 2-A-2-2 Certificates on any Distribution Date
will instead be distributed sequentially, to the Class 2-A-2-1 Certificates and Class 2-A-2-2
Certificates, in that order, in each case until its Class Principal Balance has been reduced to zero;
(2) to the Class 2-M-1 Certificates, until its Class Principal Balance has been
reduced to zero;
(3) to the Class 2-M-2 Certificates, until its Class Principal Balance has been
reduced to zero;
(4) to the Class 2-M-3 Certificates, until its Class Principal Balance has been
reduced to zero;
(5) to the Class 2-M-4 Certificates, until its Class Principal Balance has been
reduced to zero;
(6) to the Class 2-M-5 Certificates, until its Class Principal Balance has been
reduced to zero;
(7) to the Class 2-M-6 Certificates, until its Class Principal Balance has been
reduced to zero;
(8) to the Class 2-M-7 Certificates, until its Class Principal Balance has been
reduced to zero;
(B) on each Distribution Date (x) on or after the Stepdown Date and (y) with respect
to which a Trigger Event is not in effect, to fund any principal distributions required to be made on such
Distribution Date set forth above in Section 4.01(II)(c) above, after giving effect to the distribution of
the Principal Payment Amount for Loan Group 2 for such Distribution Date, in accordance with the priorities
set forth therein;
(ii) to the Class 2-A-1 Certificates, any Deferred Amount for such Class;
(iii) to the Class 2-A-2-1 and Class 2-A-2-2 Certificates, pro rata, based on amounts owed, and
Deferred Amounts for such Classes;
(iv) to the Class 2-A-3 Certificates, any Deferred Amount for such Class;
(v) to the Class 2-M-1 Certificates, any Deferred Amount for such Class;
(vi) to the Class 2-M-2 Certificates, any Deferred Amount for such Class;
(vii) to the Class 2-M-3 Certificates, any Deferred Amount for such Class;
(viii) to the Class 2-M-4 Certificates, any Deferred Amount for such Class;
(ix) to the Class 2-M-5 Certificates, any Deferred Amount for such Class;
(x) to the Class 2-M-6 Certificates, any Deferred Amount for such Class;
(xi) to the Class 2-M-7 Certificates, any Deferred Amount for such Class;
(xii) to the Group 2 Senior Certificates, pro rata based on amounts due, any Basis Risk
Shortfall due and owing for each such Class;
(xiii) to the Class 2-M-1 Certificates, any Basis Risk Shortfall due and owing for such Class;
(xiv) to the Class 2-M-2 Certificates, any Basis Risk Shortfall due and owing for such Class;
(xv) to the Class 2-M-3 Certificates, any Basis Risk Shortfall due and owing for such Class;
(xvi) to the Class 2-M-4 Certificates, any Basis Risk Shortfall due and owing for such Class;
(xvii) to the Class 2-M-5 Certificates, any Basis Risk Shortfall due and owing for such Class;
(xviii) to the Class 2-M-6 Certificates, any Basis Risk Shortfall due and owing for such Class;
(xix) to the Class 2-M-7 Certificates, any Basis Risk Shortfall due and owing for such Class;
(xx) to the Swap Account for payment to the Swap Counterparty, any Swap Termination Payment
owed to the Swap Counterparty that is due to a Swap Counterparty Trigger Event;
(xxi) to the Class 2-X Certificates, the Class 2-X Distributable Amount for such Distribution
Date; and
(xxii) to the Class AR Certificates, any remaining amount; provided, however, that any amount
that would be distributable pursuant to this priority (xxii) shall not be paid with respect to the Class AR
Certificates but shall be paid instead with respect to the Class 2-X Certificates pursuant to a contract that exists
under this Agreement between the Class AR Certificateholders and the Class 2-X Certificateholders.
(e) The Trust Administrator shall distribute the Mortgage Loan Purchase Price of any Optional
Termination of Loan Group 2 in excess of the Par Value to the holder of the Class AR-L Certificate.
(III) (a) Prior to the distributions described in Sections 4.01(I) and (II), the following distributions
shall be deemed to have been made:
(i) from REMIC I to REMIC IV, as the holder of the REMIC I Regular Interests, and to Holders
of the Class AR-L Certificates in respect of Component I thereof, from the REMIC I Available Distribution Amount,
the REMIC I Distribution Amount in the amounts, from the sources and with the character set forth in the definition
thereof in respect of the REMIC I Regular Interests and Component I of the Class AR-L Certificates as set forth
therein; and
(ii) from REMIC II to REMIC IV, as the holder of the REMIC II Regular Interests, and to
Holders of the Class AR-L Certificates in respect of Component II thereof, from the REMIC II Available Distribution
Amount, the REMIC II Distribution Amount in the amounts, from the sources and with the character set forth in the
definition thereof in respect of the REMIC II Regular Interests and Component II of the Class AR-L Certificates as
set forth therein.
(iii) from REMIC III to REMIC IV, as the holder of the REMIC II Regular Interests, and to
Holders of the Class AR-L Certificates in respect of Component III thereof, from the REMIC III Available
Distribution Amount, the REMIC III Distribution Amount in the amounts, from the sources and with the character set
forth in the definition thereof in respect of the REMIC III Regular Interests and Component III of the Class AR-L
Certificates as set forth therein.
(b) Notwithstanding the distributions on the REMIC Regular Interests described in this
Section 4.01(III), distribution of funds from the Certificate Account shall be made only in accordance with Sections 4.01(I)
and (II).
(IV) On each Distribution Date, the Trust Administrator shall distribute to the Holder of the Class P
Certificates, the aggregate of all Assigned Prepayment Premiums for Mortgage Loans collected or paid by each applicable Servicer with
respect to the related Prepayment Period.
SECTION 4.02. Allocation of Losses.
(a) Realized Losses on the Mortgage Loans in each of Loan Group 1 incurred during a calendar month shall be
allocated by the Trust Administrator to the Classes of Certificates on the Distribution Date in the next calendar month as follows:
(i) any Realized Loss, other than an Excess Loss, shall be allocated first, to the Class 1-B
Certificates, in decreasing order of their alphanumerical Class designations (beginning with the Class 1-B-6 Certificates),
until the respective Class Principal Balance of each such Class has been reduced to zero, and second, to the Class 1-A
Certificates, pro rata, on the basis of their respective Class Principal Balances, until the respective Class Principal
Balance of each such Class has been reduced to zero; provided, however, that Realized Losses on the Group 1 Loans that would
otherwise be allocated to the Class 1-A-2-1 and Class 1-A-2-2 Certificates in the aggregate will instead be allocated first,
to the Class 1-A-2-2 Certificates, until its Class Principal Balance has been reduced to zero, and second, to the
Class 1-A-2-1 Certificates, until its Class Principal Balance has been reduced to zero; and
(ii) Excess Losses in respect of principal for Mortgage Loans in Loan Group 1 will be allocated among
all Class 1-A and Class 1-B Certificates, pro rata based on their respective Class Principal Balances.
(b) On each Distribution Date, if the aggregate Class Principal Balance of all Group 1 and Class 1-B
Certificates exceeds the Aggregate Loan Group Balance for Loan Group 1 (after giving effect to distributions of principal and the
allocation of all losses to such Certificates on such Distribution Date), such excess will be deemed a principal loss and will be
allocated by the Trust Administrator to the most junior Class of Class 1-B Certificates then outstanding.
(c) Any Realized Loss allocated to a Class of Certificates or any reduction in the Class Principal Balance of a
Class of Certificates pursuant to Section 4.02(b) shall be allocated by the Trust Administrator among the Certificates of such
Class in proportion to their respective Certificate Balances.
(d) Any allocation by the Trust Administrator of Realized Losses to a Certificate or any reduction in the
Certificate Balance of a Certificate pursuant to Section 4.02(b) shall be accomplished by reducing the Certificate Balance thereof,
immediately following the distributions made on the related Distribution Date in accordance with the definition of "Certificate
Balance."
(e) On each Distribution Date, the Trust Administrator shall determine the total Applied Loss Amount with
respect to the Group 2 Certificates, if any, for such Distribution Date. The Applied Loss Amount with respect to the Group 2
Certificates for any Distribution Date shall be applied by reducing the Class Principal Balance of each Class of LIBOR Certificates,
beginning with the Class of Class M Certificates, then outstanding with the lowest relative payment priority, in each case until the
respective Class Principal Balance thereof has been reduced to zero, or if no Class M Certificates are then outstanding, the Class
2-A-3 Certificates, until its Class Principal Balance has been reduced to zero, or if the Class 2-A-3 Certificates are no longer
outstanding, the Class 2-A-2-1 and Class 2-A-2-2 Certificates, pro rata based on their respective Class Principal Balances, in each
case until their respective Class Principal Balances have been reduced to zero, or if the Class 2-A-2-1 or Class 2-A-2-2 Certificates
are no longer outstanding, the Class 2-A-1 Certificates, until its Class Principal Balance has been reduced to zero. Any Applied
Loss Amount allocated to a Class of LIBOR Certificates shall be allocated among the Certificates of such Class in proportion to their
respective Percentage Interests.
(f) All Realized Losses on the Group 1 Mortgage Loans shall be allocated on each Distribution Date to the
REMIC I Regular Interests as provided in the definition of REMIC I Realized Losses.
(g) All Realized Losses on the Group 2 Mortgage Loans shall be allocated on each Distribution Date to the
REMIC II Regular Interests and REMIC III Regular Interests as provided in the definitions of REMIC II Realized Losses and REMIC III
Realized Losses, respectively.
(h) Realized Losses on the Group 2 Mortgage Loans that are not Applied Loss Amounts shall be deemed allocated
to the Class 2-X Certificates. Realized Losses allocated to the Class 2-X Certificates shall, be allocated between the REMIC IV
Regular Interests 2-X-IO and 2-X-PO as provided in the definition of Realized Losses.
(i) Realized Losses shall be allocated among the REMIC I, REMIC II, REMIC III and REMIC IV Regular Interests as
specified in the definition of Realized Losses and, as to REMIC I Regular Interests, REMIC II Regular Interests and REMIC III Regular
Interests, in the definitions of REMIC I Realized Losses, REMIC II Realized Losses and REMIC III Realized Losses, respectively.
SECTION 4.03. Recoveries.
(a) With respect to any Class of Certificates to which a Realized Loss or Applied Loss Amount, as applicable,
has been allocated (including any such Class for which the related Class Principal Balance has been reduced to zero), the Class
Principal Balance of such Class will be increased, up to the amount of related Recoveries for such Distribution Date as follows:
(i) with respect to Recoveries on Group 1 Mortgage Loans,
(A) first, the Class Principal Balance of each Class of Senior Certificates related to the
Loan Group from which the Recovery was collected, will be increased pro rata, up to the amount of Net Recovery
Realized Losses for each such Class, and
(B) second, the Class Principal Balance of each Class of Class 1-B Certificates will be
increased in order of seniority, up to the amount of Net Recovery Realized Losses for each such Class; or
(ii) with respect to Recoveries on Group 2 Mortgage Loans, the Class Principal Balance of the LIBOR
Certificates will be increased in order of seniority, up to the Deferred Amount such Class is entitled to receive pursuant
to Section 4.01(II)(d) on such Distribution Date prior to giving effect to payments pursuant to Section 4.01(II)(d) on such
Distribution Date.
(b) Any increase to the Class Principal Balance of a Class of Certificates shall increase the Certificate
Balance of the related Class pro rata in accordance with each Certificate Percentage Interest.
SECTION 4.04. Monthly Statements to Certificateholders.
As set forth in Section 4.04 of the Standard Terms.
SECTION 4.05. Servicer to Cooperate.
As set forth in Section 4.05 of the Standard Terms.
SECTION 4.06. [Reserved].
SECTION 4.07. [Reserved].
SECTION 4.08. Supplemental Interest Trust.
(a) A separate trust is hereby established (the "Supplemental Interest Trust"), the corpus of which shall be
held by the Supplemental Interest Trust Trustee, in trust, for the benefit of the holders of the Group 2 Certificates. On the
Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain in its name, a separate account for the benefit of
the holders of the Group 2 Certificates (the "Supplemental Interest Account"). The Supplemental Interest Account shall be an
Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other
moneys, including, without limitation, other moneys of the Trust Administrator held pursuant to this Agreement.
(b) The Trust Administrator shall deposit into the Supplemental Interest Account the amounts set forth in
Section 4.01(II)(a), (b), (c) and (d). The Supplemental Interest Trust Trustee shall deposit into the Supplemental Interest Account
any Net Swap Payments received from the Swap Counterparty. On any Swap Payment Date on which a Net Swap Payment is owed to the Swap
Counterparty, the Supplemental Interest Trust Trustee shall withdraw from the Supplemental Interest Account an amount equal to such
Net Swap Payment and pay such amount to the Swap Counterparty. On each Swap Payment Date on which a Net Swap Payment is owed to the
Trust Fund, the Supplemental Interest Trust Trustee shall withdraw from the Supplemental Interest Account an amount equal to such Net
Swap Payment and pay such amount to the Trust Fund for distribution on the related Distribution Date in accordance with the
provisions of subparagraph (f) of this Section 4.08.
(c) Funds in the Supplemental Interest Account shall be invested in Eligible Investments, which shall mature
not later than the Business Day prior to the Swap Payment Date. The Depositor shall direct the Supplemental Interest Trust Trustee
in writing as to the investment of amounts in the Supplemental Interest Account. In the absence of such written direction, all funds
in the Supplemental Interest Account may be invested by the Supplemental Interest Trust Trustee in the Xxxxx Fargo Advantage Prime
Money Market Fund or any successor fund. The Supplemental Interest Trust Trustee shall have no liability for losses on investments
in Eligible Investments made pursuant to this Section 4.08(c) (other than as obligor on any such investments). Any earnings on such
amounts shall be distributed on each Distribution Date pursuant to paragraph (f) of this Section 4.08.
(d) Upon termination of the Trust Fund and after payment of any moneys to the holders of the Group 2
Certificates as provided in paragraph (f) of this Section 4.08, any amounts remaining in the Supplemental Interest Account after
payment of amounts owing to the Swap Counterparty shall be distributed to the holder of the Class 2-X Certificates.
(e) The Trust Administrator is hereby directed, as Supplemental Interest Trust Trustee, and not in its
individual capacity, on or prior to the Closing Date, on behalf of the Supplemental Interest Trust, to enter into and assume the
obligations under the Swap Agreement with the Swap Counterparty for the benefit of the Holders of the Group 2 Certificates, in the
form presented to it by the Depositor. Neither the Trust Administrator nor the Supplemental Interest Trust Trustee shall,
individually or personally, have any liability to perform any covenant either express or implied contained in the Swap Agreement and
under no circumstance shall the Trust Administrator or the Supplemental Interest Trust Trustee be personally liable for the payment
of any amounts payable by the Supplemental Interest Trust under the Swap Agreement or any expenses of the Supplemental Interest Trust
or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Supplemental
Interest Trust under the Swap Agreement. None of the Master Servicer, Trustee, Trust Administrator or Supplemental Interest Trust
Trustee shall have a duty to review or otherwise determine the adequacy of the Swap Agreement (or any amendment or supplement
thereto).
(f) On each Distribution Date, the Trust Administrator shall distribute any amounts it receives from the
Supplemental Interest Account in respect of the related Net Swap Payment owed by the Swap Counterparty to the Group 2 Certificates in
the following order of priority:
(1) to the Group 2 Senior Certificates, pro rata based on the amount of any unpaid Current Interest
and Carryforward Interest, to the extent not paid from the Group 2 Interest Remittance Amount;
(2) sequentially, to the Class 2-M-1, Class 2-M-2, Class 2-M-3, Class 2-M-4, Class 2-M-5, Class 2-M-6
and Class 2-M-7 Certificates, in that order, any unpaid Current Interest and Carryforward Interest, to the extent not paid
from the Group 2 Interest Remittance Amount;
(3) to the Principal Remittance Amount, the Net Cumulative Realized Loss Amount for such Distribution
Date;
(4) first, to the Class 2-A-1 Certificates any Deferred Amount for such Class, second, to the Class
2-A-2-1 and Class 2-A-2-2 Certificates, pro rata, any Deferred Amount for such Classes, weighted based on the amounts due;
third, to the Class 2-A-3 Certificates, any Deferred Amount for such Class fourth, sequentially, to the Class 2-M-1,
Class 2-M-2, Class 2-M-3, Class 2-M-4, Class 2-M-5, Class 2-M-6 and Class 2-M-7 Certificates, in that order, any Deferred
Amount for such Classes, in each case such amounts will be applied prior to giving effect to amounts available to be paid in
respect of Deferred Amounts from Monthly Excess Cashflow;
(5) to the Group 2 Senior Certificates, the amount of any unpaid Basis Risk Shortfalls for such Class,
pro rata, weighted based on the amounts due, in each case such amounts will be applied prior to giving effect to amounts
available to be paid in respect of Basis Risk Shortfalls from Monthly Excess Cashflow;
(6) sequentially, to the Class 2-M-1, Class 2-M-2, Class 2-M-3, Class 2-M-4, Class 2-M-5, Class 2-M-6
and Class 2-M-7 Certificates, in that order, the amount of any unpaid Basis Risk Shortfalls for such class, in each case
such amounts will be applied prior to giving effect to amounts available to be paid in respect of Basis Risk Shortfalls from
Monthly Excess Cashflow; and
(7) to the Class 2-X Certificates.
(g) The Supplemental Interest Trust Trustee shall deliver to the Swap Counterparty the notice contemplated by
Paragraph 7(i) of the Credit Support Annex attached to the Swap Agreement (as modified by Paragraph 13 of the Credit Support Annex)
if the Swap Counterparty fails to make, when due, any Transfer of Eligible Collateral, Posted Collateral or the Interest Amount (as
such terms are defined in the Swap Agreement) required to be made by the Swap Counterparty. The Supplemental Interest Trust Trustee
shall deliver such notice no later than 1:00 p.m. eastern time on the Business Day immediately following any such failure by the Swap
Counterparty.
SECTION 4.09. Rights of Swap Counterparty.
The Swap Counterparty shall be deemed a third-party beneficiary of this Agreement to the same extent as if it were a
party hereto and shall have the right to enforce its rights under this Agreement. For the protection and enforcement of the
provisions of this Section, the Swap Counterparty shall be entitled to relief as can be given either at law or in equity.
SECTION 4.10. Replacement Swap Counterparty.
(a) In the event that the Supplemental Interest Trust Trustee, on behalf of the Supplemental Interest Trust,
and at the direction of the Depositor, enters into a replacement interest rate swap agreement with a replacement swap counterparty
(the "Replacement Swap Counterparty"), then (a) to the extent that the Supplemental Interest Trust would be required to make a Swap
Termination Payment to the Swap Counterparty and (b) to the extent the Replacement Swap Counterparty pays to assume the rights and
obligations of the Swap Counterparty under the Swap Agreement (the "Replacement Payment"), the Supplemental Interest Trust Trustee,
on behalf of the Supplemental Interest Trust, and the Swap Counterparty agree that such Replacement Payment shall be paid to the Swap
Counterparty and shall, only to the extent actually paid by the Replacement Swap Counterparty to the Swap Counterparty, constitute
satisfaction in full of the obligations of the Supplemental Interest Trust to the Swap Counterparty in respect of the assignment of
the outstanding transaction under the Swap Agreement to the Replacement Swap Counterparty or the replacement of such transaction with
the Replacement Swap Counterparty. In addition, upon termination of the Swap Counterparty and to the extent that the Swap
Counterparty would be required to make a Swap Termination Payment to the Supplemental Interest Trust, such Swap Termination Payment
shall be deposited into the Supplement Interest Account and shall be used to make any upfront payment required to be made to a
Replacement Swap Counterparty.
(b) Notwithstanding anything to the contrary contained herein, in the event that a replacement swap agreement
is not obtained within 30 days after receipt by the Supplemental Interest Trust Trustee of the Swap Termination Payment paid by the
terminated Swap Counterparty, the Supplemental Interest Trust Trustee shall deposit such Swap Termination Payment into the
Supplemental Interest Account and the Supplemental Interest Trust Trustee shall, on each Distribution Date, withdraw from such
Supplemental Interest Account, an amount equal to the Net Swap Payment, if any, that would have been paid to the Supplemental
Interest Trust by the original Swap Counterparty (computed in accordance with the terms of the original Swap Agreement) and
distribute such amount in accordance with Section 4.01 of this Agreement.
ARTICLE V
ADVANCES BY THE MASTER SERVICER AND SERVICERS
As set forth in ARTICLE V of the Standard Terms.
ARTICLE VI
THE CERTIFICATES
As set forth in ARTICLE VI of the Standard Terms.
ARTICLE VII
THE DEPOSITOR, THE SELLER, THE MASTER
SERVICER, THE SERVICERS, THE SPECIAL SERVICER AND THE MODIFICATION OVERSIGHT AGENT
As set forth in ARTICLE VII of the Standard Terms.
ARTICLE VIII
DEFAULT
As set forth in ARTICLE VIII of the Standard Terms.
ARTICLE IX
CONCERNING THE TRUSTEE
As set forth in ARTICLE IX of the Standard Terms.
ARTICLE X
CONCERNING THE TRUST ADMINISTRATOR
As set forth in ARTICLE X of the Standard Terms.
ARTICLE XI
TERMINATION
SECTION 11.01. Termination upon Liquidation or Purchase of all Mortgage Loans.
The obligations and responsibilities of the Master Servicer, the Special Servicer, the Modification Oversight Agent,
the Servicers, the Seller, the Depositor, the Trustee and the Trust Administrator created hereby with respect to the related Loan
Group(s) created hereby shall terminate upon the earlier of:
(a) (i) with respect to the Pass-Through Loan Group, the purchase by the Terminating Entity, at its
election, of all Mortgage Loans in the Pass-Through Loan Group and all property acquired in respect of any remaining
Mortgage Loan in the Related Pass-Through Loan Group, which purchase right the Terminating Entity may exercise at its sole
and exclusive election as of any Distribution Date (such applicable Distribution Date with respect to such Mortgage Loans
being herein referred to as the "Optional Termination Date") on or after the date on which the aggregate Principal Balance
of the Mortgage Loans in the Pass-Through Loan Group, at the time of the purchase is less than or equal to 5% of the
Aggregate Loan Group Balance of the Pass-Through Loan Group as of the Cut-off Date; or
(ii) with respect to the Floater Loan Group, the purchase by the Terminating Entity, at its election,
of all Mortgage Loans in such Floater Loan Group and all property acquired in respect of any remaining Mortgage Loan in such
Floater Loan Group, which purchase right the Terminating Entity may exercise at its sole and exclusive election as of any
Distribution Date (such applicable Distribution Date with respect to such Mortgage Loans being herein referred to as the
"Optional Termination Date") on or after the date on which the aggregate Principal Balance of the Mortgage Loans in such
Floater Loan Group, at the time of the purchase is less than or equal to 10% of the Aggregate Loan Group Balance for such
Floater Loan Group as of the Cut-off Date.
(b) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust Fund,
(ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and the disposition
of all REO Property and (iii) the distribution to Certificateholders of all amounts required to be distributed to them pursuant to
this Agreement; or
(c) with respect to the Floater Loan Group, the purchase by the Terminating Auction Purchaser of all Mortgage
Loans in such Floater Loan Group and all property acquired in respect of any remaining Mortgage Loan in such Floater Loan Group (with
respect to such Floater Loan Group, the "Trust Collateral") as described below.
In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of 21 years from the
death of the last survivor of the descendants of Xx. Xxxxxx X. Xxxxxxx, former Ambassador of the United States to Great Britain,
living on the date of execution of this Agreement or (ii) the Distribution Date following the third anniversary of the scheduled
maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date.
The "Mortgage Loan Purchase Price" for any such Optional Termination shall be equal to the greater of (a) the sum of
(i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable Loan Group(s) (other than in respect of
REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the applicable
Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect
to any related Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to any
REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two appraisals completed by two
independent appraisers selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each related
Mortgage Loan related to any REO Property, in each case and (iii) (A) any remaining unreimbursed Advances, Servicing Advances and
unpaid Servicing Fees (other than any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing Fees, if any, due
to the Terminating Entity) and other amounts payable to the Servicers, the Master Servicer, the Custodian, the Trustee and the Trust
Administrator and (B) with respect to the Floater Loan Group, any Swap Termination Payments owed to the Swap Counterparty (the sum of
(i), (ii) and (iii), collectively, the "Par Value") and (b) the Fair Market Value of all of the property of the Trust related to the
Loan Group subject to such Optional Termination (plus, with respect to the Floater Loan Group, any Swap Termination Payments owed to
the Swap Counterparty).
The "Fair Market Value" shall be the fair market value of all of the property of the Trust related to the Loan
Group(s) subject to an Optional Termination, as agreed upon between the Terminating Entity and a majority of the holders of the Class
AR-L Certificates; provided, however, that if the Terminating Entity and a majority of the holders of the Class AR-L Certificates do
not agree upon the fair market value of such property of the Trust, the Terminating Entity, or an agent appointed by the Terminating
Entity, shall solicit bids for such property of the Trust until it has received three bids, and the Fair Market Value shall be equal
to the highest of such three bids. The Trust Administrator shall give notice to the Rating Agencies of any election to purchase
Mortgage Loans pursuant to this Section 11.01 and of the applicable Optional Termination Date.
(d) [Reserved].
(e) On any Distribution Date on or after the date on which the aggregate Principal Balance of the Mortgage
Loans in the Floater Loan Group is less than 5% of the Aggregate Loan Group Balance for such Floater Loan Group as of the Cut-off
Date (a "Terminating Auction Date"), the Trust Administrator shall solicit bids for the related Trust Collateral from at least three
institutions that are regular purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the
Mortgage Loans; provided, however, that the Trust Administrator may not solicit any such bids at any time while there are NIM Notes
related to such Floater Loan Group outstanding. If the Trust Administrator receives at least three bids for the related Trust
Collateral, and one of such bids is equal to or greater than the Par Value, the Trust Administrator shall sell the related Trust
Collateral to the highest bidder (a "Terminating Auction Purchaser") at the price offered by the Terminating Auction Purchaser (a
"Mortgage Loan Terminating Auction Price"). If the Trust Administrator receives less than three bids, or does not receive any bid
that is equal to or greater than the Par Value, the Trust Administrator shall, on each six-month anniversary of the initial
Terminating Auction Date, repeat these auction procedures until the Trust Administrator receives a bid that is equal to or greater
than the Par Value, and upon receipt of such bid shall sell the related Trust Collateral to the Terminating Auction Purchaser at that
Mortgage Loan Auction Price; provided, however, that the Trust Administrator shall not be required to repeat these auction procedures
on any Distribution Date for any six-month anniversary of the initial Terminating Auction Date unless the Trust Administrator
reasonably believes that there is a reasonable likelihood of receiving a bid in excess of the Par Value. The Trust Administrator
shall give notice to the Rating Agencies and each Servicer that is servicing any of the related Mortgage Loans of the sale of the
related Trust Collateral pursuant to this Section 11.01 (a "Terminating Auction Sale") and of the Terminating Auction Date.
Notwithstanding anything to the contrary herein, the Terminating Auction Purchaser shall not be the Depositor, the Seller or any of
their respective Affiliates.
SECTION 11.02. Determination of the Terminating Entity.
(a) If any Servicer intends to be the Terminating Entity, such party must give written notice to the Trust
Administrator no later than twenty (20) days prior to the first day of the Optional Termination Notice Period. Such notice shall
also indicate the Loan Group(s) of the Mortgage Loans to be repurchased. Upon receiving such notice, the Trust Administrator shall
immediately request from DLJMC and DLJMC shall deliver no later than seventeen (17) days prior to the first day of the Optional
Termination Notice Period a letter indicating whether or not DLJMC retains the servicing rights to any Mortgage Loan in any of the
related Loan Groups.
(b) With respect to the purchase of Mortgage Loans in any Loan Group(s) as described in Section 11.01(a), the
Trust Administrator shall determine the "Terminating Entity" as follows:
(i) DLJMC, if it is the owner of the servicing rights with respect to any such Mortgage Loans on the
related Optional Termination Date;
(ii) SPS, if (a) DLJMC is not the owner of the servicing rights with respect to any such Mortgage Loans
on the related Optional Termination Date and (b) SPS is a Servicer with respect to any such Mortgage Loans on the related
Optional Termination Date and SPS has given notice to the Trust Administrator pursuant to Section 11.02(a) above; or
(iii) the Majority Servicer on the related Optional Termination Date, if (a) DLJMC is not the owner of
the servicing rights with respect to any such Mortgage Loans on the related Optional Termination Date and (b) SPS has not
given notice to the Trust Administrator pursuant to Section 11.02(a) above.
(c) No later than fifteen (15) days prior to the first day of any Optional Termination Notice Period, the Trust
Administrator shall provide notice to each Servicer that is a servicer of any of the Mortgage Loans in the related Loan Group(s) of
the identity of the Terminating Entity for such Loan Group(s).
SECTION 11.03. Procedure Upon Optional Termination or Terminating Auction Sale.
(a) In case of any Optional Termination, the Terminating Entity shall, no later than ten (10) days prior to the
first day of the related Optional Termination Notice Period, notify the Trustee and Trust Administrator of such Optional Termination
Date and of the applicable purchase price of the Mortgage Loans to be purchased. Upon purchase by the Terminating Entity of any
Mortgage Loans pursuant to Section 11.01, the Trust Administrator shall notify each Servicer that is servicing any of such Mortgage
Loans (and with respect to the purchase of the Mortgage Loans in any Loan Group to which a Swap or a Cap relates, the related
Counterparty) of such purchase.
(b) Any purchase of the Mortgage Loans by the Terminating Entity shall be made on an Optional Termination Date
by deposit of the applicable purchase price into the Certificate Account before the Distribution Date on which such purchase is
effected. Upon receipt by the Trust Administrator of an Officer's Certificate of the Terminating Entity certifying as to the deposit
of such purchase price into the Certificate Account, the Trustee, the Trust Administrator and each co-trust administrator and
separate trust administrator, if any, then acting as such under this Agreement, shall, upon request and at the expense of the
Terminating Entity execute and deliver all such instruments of transfer or assignment, in each case without recourse, as shall be
reasonably requested by the Terminating Entity to vest title in the Terminating Entity in the Mortgage Loans so purchased and shall
transfer or deliver to the Terminating Entity the purchased Mortgage Loans. Any distributions on the Mortgage Loans which have been
subject to an Optional Termination received by the Trust Administrator subsequent to (or with respect to any period subsequent to)
the Optional Termination Date shall be promptly remitted by it to the Terminating Entity.
(c) Any purchase of the Trust Collateral by the related Terminating Auction Purchaser shall be made on an
Terminating Auction Date by receipt of the Trust Administrator of the related Mortgage Loan Terminating Auction Price from the
Terminating Auction Purchaser, and deposit of such Mortgage Loan Terminating Auction Price into the Certificate Account by the Trust
Administrator before the Distribution Date on which such purchase is effected. Upon deposit of such purchase price into the
Certificate Account, the Trustee and the Trust Administrator and each co-trust administrator and separate trust administrator, if
any, then acting as such under this Agreement, shall, upon request and at the expense of the Terminating Auction Purchaser execute
and deliver all such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested by the
Terminating Auction Purchaser to vest title in the Terminating Auction Purchaser in the Trust Collateral so purchased and shall
transfer or deliver to the Terminating Auction Purchaser the purchased Trust Collateral.
(d) Notice of the Distribution Date on which the Trust Administrator anticipates that the final distribution
shall be made on a Class of Certificates (whether upon Optional Termination, Terminating Auction Sale or otherwise), shall be given
promptly by the Trust Administrator by first class mail to Holders of the affected Certificates. Such notice shall be mailed no
earlier than the 15th day and not later than the 10th day preceding the applicable Optional Termination Date, Terminating Auction
Date or date of final distribution, as the case may be. Such notice shall specify (i) the Distribution Date upon which final
distribution on the affected Certificates shall be made upon presentation and surrender of such Certificates at the office or agency
therein designated, (ii) the amount of such final distribution and (iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, such distribution being made only upon presentation and surrender of such Certificates at the
office or agency maintained for such purposes (the address of which shall be set forth in such notice).
(e) In the event that any Certificateholders shall not surrender Certificates for cancellation within six
months after the date specified in the above mentioned written notice, the Trust Administrator shall give a second written notice to
the remaining such Certificateholders to surrender their Certificates for cancellation and receive the final distribution with
respect thereto. If within six months after the second notice all the Certificates shall not have been surrendered for cancellation,
the Trust Administrator may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets
which remain subject to the Trust Fund.
(f) Notwithstanding anything to the contrary herein, the occurrence of an Optional Termination or Terminating
Auction Sale shall be subject to, and shall in no way adversely affect, the rights of the owner of the servicing rights related to
the Mortgage Loans purchased in such Optional Termination or Terminating Auction Sale.
SECTION 11.04. Additional Termination Requirements.
(a) In the event the Terminating Entity exercises its purchase option pursuant to Section 11.01(A) or a
Terminating Auction Sale shall have occurred pursuant to Section 11.01(c), the related subsidiary REMIC shall be terminated in
accordance with the following additional requirements, unless the Trustee and the Trust Administrator have received an Opinion of
Counsel to the effect that the failure to comply with the requirements of this Section 11.04 will not (i) result in the imposition of
taxes on a "prohibited transaction" of any REMIC created hereunder, as described in Section 860F of the Code, or (ii) cause any REMIC
created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding:
(i) within 90 days prior to the final Distribution Date set forth in the notice given by Terminating
Entity under Section 11.03, the Holder of the related Residual Certificates shall adopt a plan of complete liquidation for
the related REMIC; and
(ii) at or after the time of adoption of any such plan of complete liquidation for such REMIC and at or
prior to the final Distribution Date, the Trustee shall sell all of the assets of such REMIC to the Depositor for cash.
(b) Upon the exercise of an Optional Termination by the Terminating Entity or upon the occurrence of a
Terminating Auction Sale in respect of the final remaining subsidiary REMIC (the "Remaining Subsidiary REMIC") pursuant to
Section 11.01, each remaining REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee
and the Trust Administrator have received an Opinion of Counsel to the effect that the failure to comply with the requirements of
this Section 11.04 will not (i) result in the imposition of taxes on a "prohibited transaction" of a REMIC, as described in
Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates
are outstanding:
(i) concurrently with the adoption of the plan of complete liquidation of the Remaining Subsidiary
REMIC, as set forth in paragraph (a) of this Section 11.04, the Holder of the related Residual Certificates, as applicable,
shall adopt a plan of complete liquidation of each remaining REMIC; and
(ii) at or after the time of adoption of any such plan of complete liquidation for each such remaining
REMIC, at or prior to the final Distribution Date of the Remaining Subsidiary REMIC to be terminated, the Trustee shall sell
all of the assets of each such remaining REMIC to the Depositor for cash.
(c) By its acceptance of a Residual Certificate, the Holder thereof hereby agrees to adopt such a plan of
complete liquidation and to take such other action in connection therewith as may be reasonably required to liquidate and otherwise
terminate the related REMIC created pursuant to this Agreement.
ARTICLE XII
MISCELLANEOUS PROVISIONS
As set forth in ARTICLE XII of the Standard Terms.
ARTICLE XIII
EXCHANGE ACT REPORTING
As set forth in ARTICLE XIII of the Standard Terms.
IN WITNESS WHEREOF, the Depositor, the Seller, the Trust Administrator, the Master Servicer, the Trustee, the
Special Servicer, the Modification Oversight Agent and the Servicers have caused their names to be signed hereto by their respective
officers thereunto duly authorized all as of the date first written above.
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
as Depositor
By:______________________________________
Name:
Title:
DLJ MORTGAGE CAPITAL, INC.,
as Seller
By:______________________________________
Name:
Title:
XXXXX FARGO BANK, N.A.,
as Trust Administrator and as Master Servicer
By:______________________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:______________________________________
Name:
Title:
XXXXX FARGO BANK, N.A.,
as a Servicer
By:______________________________________
Name:
Title:
SELECT PORTFOLIO SERVICING, INC.,
as a Servicer, Special Servicer and Modification Oversight Agent
By:______________________________________
Name:
Title:
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this __ day of May, 2007, before me, personally appeared _____________, known to me to be a Vice President of Credit Suisse First
Boston Mortgage Securities Corp., one of the corporations that executed the within instrument, and also known to me to be the person
who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the __ day of May, 2007, before me, personally appeared ____________, known to me to be a Vice President of DLJ Mortgage Capital,
Inc., one of the corporations that executed the within instrument and also known to me to be the person who executed it on behalf of
said corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
Notary Public
[NOTARIAL SEAL]
STATE OF _____________)
: ss.:
COUNTY OF _____________)
On the _____ day of May, 2007 before me, a Notary Public in and for said State, personally appeared ____________________, known to me
to be a __________________ of SPS, the Utah corporation that executed the within instrument and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such limited partnership executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
Notary Public
[NOTARIAL SEAL]
STATE OF )
: ss.:
COUNTY OF )
On the _____ day of May, 2007 before me, a Notary Public in and for said State, personally appeared ____________________, known to me
to be a __________________ of Xxxxx Fargo Bank, N.A., the national banking association that executed the within instrument and also
known to me to be the person who executed it on behalf of said national banking association, and acknowledged to me that such banking
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
Notary Public
[NOTARIAL SEAL]
STATE OF )
: ss.:
COUNTY OF )
On the _____ day of May, 2007 before me, a Notary Public in and for said State, personally appeared ____________________, known to me
to be a __________________ of Xxxxx Fargo Bank, N.A., the national banking association that executed the within instrument and also
known to me to be the person who executed it on behalf of said national banking association, and acknowledged to me that such banking
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
Notary Public
[NOTARIAL SEAL]
STATE OF )
: ss.:
COUNTY OF )
On the _____ day of May, 2007 before me, a Notary Public in and for said State, personally appeared ____________________, known to me
to be a __________________ of Xxxxx Fargo Bank, N.A., the national banking association that executed the within instrument and also
known to me to be the person who executed it on behalf of said national banking association, and acknowledged to me that such banking
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
Notary Public
[NOTARIAL SEAL]
STATE OF )
: ss.:
COUNTY OF )
On the _____ day of May, 2007 before me, a Notary Public in and for said State, personally appeared ____________________, known to me
to be a __________________ of Xxxxx Fargo Bank, N.A., the national banking association that executed the within instrument and also
known to me to be the person who executed it on behalf of said national banking association, and acknowledged to me that such banking
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the _____ day of May, 2007 before me, a Notary Public in and for said State, personally appeared ____________________, known to me
to be a __________________ of U.S. Bank National Association, the national banking association that executed the within instrument
and also known to me to be the person who executed it on behalf of said national banking association, and acknowledged to me that
such national banking association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
Notary Public
[NOTARIAL SEAL]
Exhibit A
Standard Terms of Pooling and Servicing Agreement
(see attached)
Schedule I
Mortgage Loan Schedule
(see attached)
Appendix A
[RESERVED]
