CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., Depositor, DLJ MORTGAGE CAPITAL, INC., Seller, OCWEN LOAN SERVICING, LLC, Servicer, SELECT PORTFOLIO SERVICING, INC., Servicer and Trustee AMENDED AND RESTATED SERIES SUPPLEMENT DATED AS OF...
CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
Depositor,
DLJ
MORTGAGE CAPITAL, INC.,
Seller,
OCWEN
LOAN SERVICING, LLC,
Servicer,
SELECT
PORTFOLIO SERVICING, INC.,
Servicer
and
U.S.
BANK NATIONAL ASSOCIATION,
Trustee
AMENDED
AND RESTATED SERIES SUPPLEMENT
DATED
AS OF NOVEMBER 21, 2007
TO
STANDARD
TERMS OF POOLING AND SERVICING AGREEMENT
DATED
AS OF AUGUST 1, 2007
relating
to
CSMC
ASSET-BACKED TRUST ▇▇▇▇-▇▇▇ ▇▇▇
CSMC
ASSET-BACKED PASS-THROUGH CERTIFICATES,
SERIES
▇▇▇▇-▇▇▇ ▇▇▇
TABLE
OF CONTENTS
|
ARTICLE
I
|
|
|
SECTION
1.01.
|
Definitions.
|
|
SECTION
1.02.
|
Allocation
of Certain Interest Shortfalls.
|
|
ARTICLE
II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES
|
|
|
SECTION
2.01.
|
Conveyance
of Trust Fund.
|
|
SECTION
2.02.
|
Acceptance
by the Trustee.
|
|
SECTION
2.03.
|
Representations
and Warranties of the Seller and Servicer.
|
|
SECTION
2.04.
|
Representations
and Warranties of the Depositor as to the Mortgage
Loans.
|
|
SECTION
2.05.
|
Delivery
of Opinion of Counsel in Connection with Substitutions.
|
|
SECTION
2.06.
|
Issuance
of Certificates.
|
|
SECTION
2.07.
|
REMIC
Provisions.
|
|
SECTION
2.08.
|
Covenants
of the Servicer.
|
|
SECTION
2.09.
|
Conveyance
of REMIC Regular Interests and Acceptance of REMIC I, REMIC II
and REMIC
III by the Trustee; Issuance of Certificates.
|
|
ARTICLE
III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
|
|
|
SECTION
3.01.
|
Servicer
to Service Mortgage Loans.
|
|
SECTION
3.02.
|
Subservicing;
Enforcement of the Obligations of Sub Servicers.
|
|
SECTION
3.03.
|
[Reserved].
|
|
SECTION
3.04.
|
Trustee
to Act as Servicer.
|
|
SECTION
3.05.
|
Collection
of Mortgage Loans; Collection Accounts; Certificate
Account.
|
|
SECTION
3.06.
|
Establishment
of and Deposits to Escrow Accounts; Permitted Withdrawals from
Escrow
Accounts; Payments of Taxes, Insurance and Other
Charges.
|
|
SECTION
3.07.
|
Access
to Certain Documentation and Information Regarding the Mortgage
Loans;
Inspections.
|
|
SECTION
3.08.
|
Permitted
Withdrawals from the Collection Accounts and Certificate
Account.
|
|
SECTION
3.09.
|
Maintenance
of Hazard Insurance; Mortgage Impairment Insurance and Mortgage
Guaranty
Insurance Policy; Claims; Restoration of Mortgaged
Property.
|
|
SECTION
3.10.
|
Enforcement
of Due on Sale Clauses; Assumption Agreements.
|
|
SECTION
3.11.
|
Realization
Upon Defaulted Mortgage Loans.
|
|
SECTION
3.12.
|
Trustee
to Cooperate; Release of Mortgage Files.
|
|
SECTION
3.13.
|
Documents,
Records and Funds in Possession of the Servicer to be Held for
the
Trust.
|
|
SECTION
3.14.
|
Servicing
Fee.
|
|
SECTION
3.15.
|
Access
to Certain Documentation.
|
|
SECTION
3.16.
|
Maintenance
of Fidelity Bond and Errors and Omissions Insurance.
|
|
SECTION
3.17.
|
Special
Serviced Mortgage Loans; Repurchase of Certain Mortgage
Loans.
|
|
SECTION
3.18.
|
[Reserved].
|
|
SECTION
3.19.
|
Notification
of Adjustments.
|
|
SECTION
3.20.
|
[Reserved].
|
|
SECTION
3.21.
|
Prepayment
Premiums.
|
|
SECTION
3.22.
|
Advance
Facility and Pledge of Servicing Rights.
|
|
ARTICLE
IV PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS
|
|
|
SECTION
4.01.
|
Priorities
of Distribution.
|
|
SECTION
4.02.
|
Allocation
of Realized Losses.
|
|
SECTION
4.03.
|
Recoveries.
|
|
SECTION
4.04.
|
Monthly
Statements to Certificateholders.
|
|
SECTION
4.05.
|
Servicer
to Cooperate.
|
|
SECTION
4.06.
|
Basis
Risk Reserve Fund.
|
|
SECTION
4.07.
|
Distributions
on the REMIC I Regular Interests and REMIC II Regular
Interests.
|
|
SECTION
4.08.
|
Supplemental
Interest Trust.
|
|
SECTION
4.09.
|
Rights
of Swap Counterparty.
|
|
SECTION
4.10.
|
Replacement
Swap Counterparty.
|
|
ARTICLE
V ADVANCES BY THE SERVICER
|
|
|
SECTION
5.01.
|
Advances
by the Servicer.
|
|
ARTICLE
VI THE CERTIFICATES
|
|
|
SECTION
6.01.
|
The
Certificates.
|
|
SECTION
6.02.
|
Registration
of Transfer and Exchange of Certificates.
|
|
SECTION
6.03.
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
|
SECTION
6.04.
|
Persons
Deemed Owners.
|
|
SECTION
6.05.
|
Access
to List of Certificateholders’ Names and Addresses.
|
|
SECTION
6.06.
|
Maintenance
of Office or Agency.
|
|
SECTION
6.07.
|
Book
Entry Certificates.
|
|
SECTION
6.08.
|
Notices
to Clearing Agency.
|
|
SECTION
6.09.
|
Definitive
Certificates.
|
|
ARTICLE
VII THE DEPOSITOR, THE SELLER, THE SERVICER AND THE SPECIAL
SERVICER
|
|
|
SECTION
7.01.
|
Liabilities
of the Seller, the Depositor, the Servicer and the Special
Servicer.
|
|
SECTION
7.02.
|
Merger
or Consolidation of the Seller, the Depositor, the Servicer or
the Special
Servicer.
|
|
SECTION
7.03.
|
Limitation
on Liability of the Seller, the Depositor, the Servicer, the Special
Servicer and Others.
|
|
SECTION
7.04.
|
The
Servicer and the Special Servicer Not to Resign; Transfer of
Servicing.
|
|
SECTION
7.05.
|
The
Seller, the Special Servicer and the Servicer May Own
Certificates.
|
|
ARTICLE
VIII DEFAULT
|
|
|
SECTION
8.01.
|
Events
of Default.
|
|
SECTION
8.02.
|
Trustee
to Act; Appointment of Successor.
|
|
SECTION
8.03.
|
Notification
to Certificateholders.
|
|
SECTION
8.04.
|
Waiver
of Events of Default.
|
|
ARTICLE
IX CONCERNING THE TRUSTEE
|
|
|
SECTION
9.01.
|
Duties
of Trustee.
|
|
SECTION
9.02.
|
Certain
Matters Affecting the Trustee.
|
|
SECTION
9.03.
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
|
SECTION
9.04.
|
Trustee
May Own Certificates.
|
|
SECTION
9.05.
|
Trustee’s
Fees and Expenses.
|
|
SECTION
9.06.
|
Eligibility
Requirements for Trustee.
|
|
SECTION
9.07.
|
Resignation
and Removal of Trustee.
|
|
SECTION
9.08.
|
Successor
Trustee.
|
|
SECTION
9.09.
|
Merger
or Consolidation of Trustee.
|
|
SECTION
9.10.
|
Appointment
of Co Trustee or Separate Trustee.
|
|
SECTION
9.11.
|
Office
of the Trustee.
|
|
SECTION
9.12.
|
Tax
Return.
|
|
SECTION
9.13.
|
Determination
of Certificate Index.
|
|
SECTION
9.14.
|
Tax
Matters.
|
|
SECTION
9.15.
|
Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.
|
|
ARTICLE
X
|
|
|
ARTICLE
XI TERMINATION
|
|
|
SECTION
11.01.
|
Termination
upon Liquidation or Purchase of all Mortgage Loans.
|
|
SECTION
11.02.
|
[Reserved].
|
|
SECTION
11.03.
|
Procedure
Upon Optional Termination.
|
|
SECTION
11.04.
|
Additional
Termination Requirements.
|
|
ARTICLE
XII MISCELLANEOUS PROVISIONS
|
|
|
SECTION
12.01.
|
Amendment.
|
|
SECTION
12.02.
|
Recordation
of Agreement; Counterparts.
|
|
SECTION
12.03.
|
Governing
Law.
|
|
SECTION
12.04.
|
Intention
of Parties.
|
|
SECTION
12.05.
|
Notices.
|
|
SECTION
12.06.
|
Severability
of Provisions.
|
|
SECTION
12.07.
|
Limitation
on Rights of Certificateholders.
|
|
SECTION
12.08.
|
Certificates
Nonassessable and Fully Paid.
|
|
SECTION
12.09.
|
Protection
of Assets.
|
|
SECTION
12.10.
|
Non
Solicitation.
|
|
ARTICLE
XIII EXCHANGE ACT REPORTING
|
|
|
SECTION
13.01.
|
Periodic
Filings.
|
|
SECTION
13.02.
|
Annual
Statements as to Compliance.
|
|
SECTION
13.03.
|
Report
on Assessment of Compliance and Attestation.
|
|
EXHIBITS
|
|
|
Exhibit
A:
|
Standard
Terms of Pooling and Servicing Agreement
|
|
Exhibit
H-1:
|
Form
of Servicer Report
|
|
Exhibit
H-2:
|
Information
to be Provided by the Servicer Relating to Modified Mortgage
Loans
|
|
Exhibit
M-1:
|
Form
of Investment Letter
|
|
Exhibit
M-2:
|
Form
of Rule 144A Letter
|
|
Exhibit
M-3:
|
Form
of Regulation S Letter
|
|
Exhibit
R:
|
Relevant
Servicing Criteria
|
|
Exhibit
AA:
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
Exhibit
BB:
|
Form
of Depositor Certification
|
|
Exhibit
CC:
|
Form
of Trustee Certification for Monthly Statements
|
|
Exhibit
DD:
|
Form
of Servicer Certification
|
|
Exhibit
EE:
|
Form
of Assessment of Compliance
|
|
SCHEDULES
|
|
|
Schedule
I:
|
Mortgage
Loan Schedule
|
|
Schedule
IIA:
|
Representations
and Warranties of Seller DLJMC
|
|
Schedule
IIB:
|
Representations
and Warranties of Servicer - SPS
|
|
Schedule
IIC:
|
Representations
and Warranties of Servicer - Ocwen
|
|
Schedule
IID:
|
[Reserved]
|
|
Schedule
IIE:
|
[Reserved]
|
|
Schedule
III:
|
Representations
and Warranties of DLJMC - Mortgage Loans
|
|
APPENDICES
|
|
|
Appendix
A:
|
[RESERVED]
|
THIS
AMENDED AND RESTATED SERIES SUPPLEMENT dated as of November 21, 2007 (the
“Series Supplement”), to the STANDARD TERMS OF POOLING AND SERVICING AGREEMENT
dated as of August 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”), OCWEN LOAN SERVICING, LLC, as servicer after the Interim Servicing
Period (“Ocwen”), SELECT PORTFOLIO SERVICING, INC., as servicer during the
Interim Servicing Period (“SPS”) 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.
This
Amended and Restated Series Supplement amends and restates the series supplement
to the Standard Terms, dated August 1, 2007, among the Depositor, DLJMC, the
Trustee, Ocwen and SPS pursuant to Section 12.01(c) of that series
supplement.
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 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, except that: (1) there will be no Master
Servicer and all references to the “Master Servicer” in the Standard Terms shall
be deleted in their entirety, (2) there will be no Trust Administrator and
all
references to the “Trust Administrator” in the Standard Terms shall refer to the
“Trustee” with any duplicative references deleted in their entirety, (3) any
reference to “Servicers” in the Standard Terms shall refer to the “Servicer”,
(4) there will be no Modification Oversight Agent and all references to the
“Modification Oversight Agent” in Standard Terms shall be deleted in their
entirety, (5) all Mortgage Loans will be “Non-Designated Mortgage Loans”,
regardless of their designation in the Standard Terms and (6) all of the
Prepayment Premiums are “Assigned Prepayment Premiums”. 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 Trustee will make an election to treat the segregated
pool
of assets consisting of the Group 1 Mortgage Loans, the Group 2
Mortgage Loans and certain other related assets 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 R 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 R 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.
|
Designation
|
Uncertificated
REMIC II
Pass-Through
Rate
|
Initial
Uncertificated REMIC I
Principal
Balance ($)
|
||||
|
I
|
Variable(1)
|
$ |
51,066,641.80
|
|||
|
I-1-A
|
Variable(1)
|
$ |
3,856,152.55
|
|||
|
I-1-B
|
Variable(1)
|
$ |
3,856,152.55
|
|||
|
I-2-A
|
Variable(1)
|
$ |
4,120,790.47
|
|||
|
I-2-B
|
Variable(1)
|
$ |
4,120,790.47
|
|||
|
I-3-A
|
Variable(1)
|
$ |
4,347,622.97
|
|||
|
I-3-B
|
Variable(1)
|
$ |
4,347,622.97
|
|||
|
I-4-A
|
Variable(1)
|
$ |
4,423,233.80
|
|||
|
I-4-B
|
Variable(1)
|
$ |
4,423,233.80
|
|||
|
I-5-A
|
Variable(1)
|
$ |
4,801,287.97
|
|||
|
I-5-B
|
Variable(1)
|
$ |
4,801,287.97
|
|||
|
I-6-A
|
Variable(1)
|
$ |
5,028,120.48
|
|||
|
I-6-B
|
Variable(1)
|
$ |
5,028,120.48
|
|||
|
I-7-A
|
Variable(1)
|
$ |
5,179,342.15
|
|||
|
I-7-B
|
Variable(1)
|
$ |
5,179,342.15
|
|||
|
I-8-A
|
Variable(1)
|
$ |
5,292,758.40
|
|||
|
I-8-B
|
Variable(1)
|
$ |
5,292,758.40
|
|||
|
I-9-A
|
Variable(1)
|
$ |
5,406,174.65
|
|||
|
I-9-B
|
Variable(1)
|
$ |
5,406,174.65
|
|||
|
I-10-A
|
Variable(1)
|
$ |
5,179,342.15
|
|||
|
I-10-B
|
Variable(1)
|
$ |
5,179,342.15
|
|||
|
I-11-A
|
Variable(1)
|
$ |
5,254,952.98
|
|||
|
I-11-B
|
Variable(1)
|
$ |
5,254,952.98
|
|||
|
I-12-A
|
Variable(1)
|
$ |
5,406,174.65
|
|||
|
I-12-B
|
Variable(1)
|
$ |
5,406,174.65
|
|||
|
I-13-A
|
Variable(1)
|
$ |
5,406,174.65
|
|||
|
I-13-B
|
Variable(1)
|
$ |
5,406,174.65
|
|||
|
I-14-A
|
Variable(1)
|
$ |
5,254,952.98
|
|||
|
I-14-B
|
Variable(1)
|
$ |
5,254,952.98
|
|||
|
I-15-A
|
Variable(1)
|
$ |
5,746,423.40
|
|||
|
I-15-B
|
Variable(1)
|
$ |
5,746,423.40
|
|||
|
I-16-A
|
Variable(1)
|
$ |
5,822,034.24
|
|||
|
I-16-B
|
Variable(1)
|
$ |
5,822,034.24
|
|||
|
I-17-A
|
Variable(1)
|
$ |
5,557,396.32
|
|||
|
I-17-B
|
Variable(1)
|
$ |
5,557,396.32
|
|||
|
I-18-A
|
Variable(1)
|
$ |
6,578,142.58
|
|||
|
I-18-B
|
Variable(1)
|
$ |
6,578,142.58
|
|||
|
I-19-A
|
Variable(1)
|
$ |
6,086,672.16
|
|||
|
I-19-B
|
Variable(1)
|
$ |
6,086,672.16
|
|||
|
I-20-A
|
Variable(1)
|
$ |
5,784,228.82
|
|||
|
I-20-B
|
Variable(1)
|
$ |
5,784,228.82
|
|||
|
I-21-A
|
Variable(1)
|
$ |
5,028,120.48
|
|||
|
I-21-B
|
Variable(1)
|
$ |
5,028,120.48
|
|||
|
I-22-A
|
Variable(1)
|
$ |
4,461,039.22
|
|||
|
I-22-B
|
Variable(1)
|
$ |
4,461,039.22
|
|||
|
I-23-A
|
Variable(1)
|
$ |
6,502,531.74
|
|||
|
I-23-B
|
Variable(1)
|
$ |
6,502,531.74
|
|||
|
I-24-A
|
Variable(1)
|
$ |
6,124,477.57
|
|||
|
I-24-B
|
Variable(1)
|
$ |
6,124,477.57
|
|||
|
I-25-A
|
Variable(1)
|
$ |
3,364,682.12
|
|||
|
I-25-B
|
Variable(1)
|
$ |
3,364,682.12
|
|||
|
I-26-A
|
Variable(1)
|
$ |
13,723,366.42
|
|||
|
I-26-B
|
Variable(1)
|
$ |
13,723,366.42
|
|||
|
I-27-A
|
Variable(1)
|
$ |
3,402,487.54
|
|||
|
I-27-B
|
Variable(1)
|
$ |
3,402,487.54
|
|||
|
I-28-A
|
Variable(1)
|
$ |
2,457,352.11
|
|||
|
I-28-B
|
Variable(1)
|
$ |
2,457,352.11
|
|||
|
I-29-A
|
Variable(1)
|
$ |
25,896,710.73
|
|||
|
I-29-B
|
Variable(1)
|
$ |
25,896,710.73
|
|||
|
I-30-A
|
Variable(1)
|
$ |
1,625,632.94
|
|||
|
I-30-B
|
Variable(1)
|
$ |
1,625,632.94
|
|||
|
I-31-A
|
Variable(1)
|
$ |
1,474,411.27
|
|||
|
I-31-B
|
Variable(1)
|
$ |
1,474,411.27
|
|||
|
I-32-A
|
Variable(1)
|
$ |
1,398,800.43
|
|||
|
I-32-B
|
Variable(1)
|
$ |
1,398,800.43
|
|||
|
I-33-A
|
Variable(1)
|
$ |
1,323,189.60
|
|||
|
I-33-B
|
Variable(1)
|
$ |
1,323,189.60
|
|||
|
I-34-A
|
Variable(1)
|
$ |
1,550,022.10
|
|||
|
I-34-B
|
Variable(1)
|
$ |
1,550,022.10
|
|||
|
I-35-A
|
Variable(1)
|
$ |
1,739,049.19
|
|||
|
I-35-B
|
Variable(1)
|
$ |
1,739,049.19
|
|||
|
I-36-A
|
Variable(1)
|
$ |
567,081.26
|
|||
|
I-36-B
|
Variable(1)
|
$ |
567,081.26
|
|||
|
I-37-A
|
Variable(1)
|
$ |
567,081.26
|
|||
|
I-37-B
|
Variable(1)
|
$ |
567,081.26
|
|||
|
I-38-A
|
Variable(1)
|
$ |
1,474,411.27
|
|||
|
I-38-B
|
Variable(1)
|
$ |
1,474,411.27
|
|||
|
I-39-A
|
Variable(1)
|
$ |
604,886.67
|
|||
|
I-39-B
|
Variable(1)
|
$ |
604,886.67
|
|||
|
I-40-A
|
Variable(1)
|
$ |
340,248.75
|
|||
|
I-40-B
|
Variable(1)
|
$ |
340,248.75
|
|||
|
I-41-A
|
Variable(1)
|
$ |
3,024,433.37
|
|||
|
I-41-B
|
Variable(1)
|
$ |
3,024,433.37
|
|||
|
I-42-A
|
Variable(1)
|
$ |
189,027.09
|
|||
|
I-42-B
|
Variable(1)
|
$ |
189,027.09
|
|||
|
I-43-A
|
Variable(1)
|
$ |
151,221.67
|
|||
|
I-43-B
|
Variable(1)
|
$ |
151,221.67
|
|||
|
I-44-A
|
Variable(1)
|
$ |
151,221.67
|
|||
|
I-44-B
|
Variable(1)
|
$ |
151,221.67
|
|||
|
I-45-A
|
Variable(1)
|
$ |
151,221.67
|
|||
|
I-45-B
|
Variable(1)
|
$ |
151,221.67
|
|||
|
I-46-A
|
Variable(1)
|
$ |
226,832.50
|
|||
|
I-46-B
|
Variable(1)
|
$ |
226,832.50
|
|||
|
I-47-A
|
Variable(1)
|
$ |
302,443.34
|
|||
|
I-47-B
|
Variable(1)
|
$ |
302,443.34
|
|||
|
I-48-A
|
Variable(1)
|
$ |
226,832.50
|
|||
|
I-48-B
|
Variable(1)
|
$ |
226,832.50
|
|||
|
I-49-A
|
Variable(1)
|
$ |
189,027.09
|
|||
|
I-49-B
|
Variable(1)
|
$ |
189,027.09
|
|||
|
I-50-A
|
Variable(1)
|
$ |
415,859.59
|
|||
|
I-50-B
|
Variable(1)
|
$ |
415,859.59
|
|||
|
I-51-A
|
Variable(1)
|
$ |
113,416.25
|
|||
|
I-51-B
|
Variable(1)
|
$ |
113,416.25
|
|||
|
I-52-A
|
Variable(1)
|
$ |
113,416.25
|
|||
|
I-52-B
|
Variable(1)
|
$ |
113,416.25
|
|||
|
I-53-A
|
Variable(1)
|
$ |
3,704,930.88
|
|||
|
I-53-B
|
Variable(1)
|
$ |
3,704,930.88
|
|||
|
I-54-A
|
Variable(1)
|
$ |
11,757,484.72
|
|||
|
I-54-B
|
Variable(1)
|
$ |
11,757,484.72
|
|||
|
II
|
Variable(1)
|
$ |
16,472,047.20
|
|||
|
II-1-A
|
Variable(1)
|
$ |
1,243,847.45
|
|||
|
II-1-B
|
Variable(1)
|
$ |
1,243,847.45
|
|||
|
II-2-A
|
Variable(1)
|
$ |
1,329,209.53
|
|||
|
II-2-B
|
Variable(1)
|
$ |
1,329,209.53
|
|||
|
II-3-A
|
Variable(1)
|
$ |
1,402,377.03
|
|||
|
II-3-B
|
Variable(1)
|
$ |
1,402,377.03
|
|||
|
II-4-A
|
Variable(1)
|
$ |
1,426,766.20
|
|||
|
II-4-B
|
Variable(1)
|
$ |
1,426,766.20
|
|||
|
II-5-A
|
Variable(1)
|
$ |
1,548,712.03
|
|||
|
II-5-B
|
Variable(1)
|
$ |
1,548,712.03
|
|||
|
II-6-A
|
Variable(1)
|
$ |
1,621,879.52
|
|||
|
II-6-B
|
Variable(1)
|
$ |
1,621,879.52
|
|||
|
II-7-A
|
Variable(1)
|
$ |
1,670,657.85
|
|||
|
II-7-B
|
Variable(1)
|
$ |
1,670,657.85
|
|||
|
II-8-A
|
Variable(1)
|
$ |
1,707,241.60
|
|||
|
II-8-B
|
Variable(1)
|
$ |
1,707,241.60
|
|||
|
II-9-A
|
Variable(1)
|
$ |
1,743,825.35
|
|||
|
II-9-B
|
Variable(1)
|
$ |
1,743,825.35
|
|||
|
II-10-A
|
Variable(1)
|
$ |
1,670,657.85
|
|||
|
II-10-B
|
Variable(1)
|
$ |
1,670,657.85
|
|||
|
II-11-A
|
Variable(1)
|
$ |
1,695,047.02
|
|||
|
II-11-B
|
Variable(1)
|
$ |
1,695,047.02
|
|||
|
II-12-A
|
Variable(1)
|
$ |
1,743,825.35
|
|||
|
II-12-B
|
Variable(1)
|
$ |
1,743,825.35
|
|||
|
II-13-A
|
Variable(1)
|
$ |
1,743,825.35
|
|||
|
II-13-B
|
Variable(1)
|
$ |
1,743,825.35
|
|||
|
II-14-A
|
Variable(1)
|
$ |
1,695,047.02
|
|||
|
II-14-B
|
Variable(1)
|
$ |
1,695,047.02
|
|||
|
II-15-A
|
Variable(1)
|
$ |
1,853,576.60
|
|||
|
II-15-B
|
Variable(1)
|
$ |
1,853,576.60
|
|||
|
II-16-A
|
Variable(1)
|
$ |
1,877,965.76
|
|||
|
II-16-B
|
Variable(1)
|
$ |
1,877,965.76
|
|||
|
II-17-A
|
Variable(1)
|
$ |
1,792,603.68
|
|||
|
II-17-B
|
Variable(1)
|
$ |
1,792,603.68
|
|||
|
II-18-A
|
Variable(1)
|
$ |
2,121,857.42
|
|||
|
II-18-B
|
Variable(1)
|
$ |
2,121,857.42
|
|||
|
II-19-A
|
Variable(1)
|
$ |
1,963,327.84
|
|||
|
II-19-B
|
Variable(1)
|
$ |
1,963,327.84
|
|||
|
II-20-A
|
Variable(1)
|
$ |
1,865,771.18
|
|||
|
II-20-B
|
Variable(1)
|
$ |
1,865,771.18
|
|||
|
II-21-A
|
Variable(1)
|
$ |
1,621,879.52
|
|||
|
II-21-B
|
Variable(1)
|
$ |
1,621,879.52
|
|||
|
II-22-A
|
Variable(1)
|
$ |
1,438,960.78
|
|||
|
II-22-B
|
Variable(1)
|
$ |
1,438,960.78
|
|||
|
II-23-A
|
Variable(1)
|
$ |
2,097,468.26
|
|||
|
II-23-B
|
Variable(1)
|
$ |
2,097,468.26
|
|||
|
II-24-A
|
Variable(1)
|
$ |
1,975,522.43
|
|||
|
II-24-B
|
Variable(1)
|
$ |
1,975,522.43
|
|||
|
II-25-A
|
Variable(1)
|
$ |
1,085,317.88
|
|||
|
II-25-B
|
Variable(1)
|
$ |
1,085,317.88
|
|||
|
II-26-A
|
Variable(1)
|
$ |
4,426,633.58
|
|||
|
II-26-B
|
Variable(1)
|
$ |
4,426,633.58
|
|||
|
II-27-A
|
Variable(1)
|
$ |
1,097,512.46
|
|||
|
II-27-B
|
Variable(1)
|
$ |
1,097,512.46
|
|||
|
II-28-A
|
Variable(1)
|
$ |
792,647.89
|
|||
|
II-28-B
|
Variable(1)
|
$ |
792,647.89
|
|||
|
II-29-A
|
Variable(1)
|
$ |
8,353,289.27
|
|||
|
II-29-B
|
Variable(1)
|
$ |
8,353,289.27
|
|||
|
II-30-A
|
Variable(1)
|
$ |
524,367.06
|
|||
|
II-30-B
|
Variable(1)
|
$ |
524,367.06
|
|||
|
II-31-A
|
Variable(1)
|
$ |
475,588.73
|
|||
|
II-31-B
|
Variable(1)
|
$ |
475,588.73
|
|||
|
II-32-A
|
Variable(1)
|
$ |
451,199.57
|
|||
|
II-32-B
|
Variable(1)
|
$ |
451,199.57
|
|||
|
II-33-A
|
Variable(1)
|
$ |
426,810.40
|
|||
|
II-33-B
|
Variable(1)
|
$ |
426,810.40
|
|||
|
II-34-A
|
Variable(1)
|
$ |
499,977.90
|
|||
|
II-34-B
|
Variable(1)
|
$ |
499,977.90
|
|||
|
II-35-A
|
Variable(1)
|
$ |
560,950.81
|
|||
|
II-35-B
|
Variable(1)
|
$ |
560,950.81
|
|||
|
II-36-A
|
Variable(1)
|
$ |
182,918.74
|
|||
|
II-36-B
|
Variable(1)
|
$ |
182,918.74
|
|||
|
II-37-A
|
Variable(1)
|
$ |
182,918.74
|
|||
|
II-37-B
|
Variable(1)
|
$ |
182,918.74
|
|||
|
II-38-A
|
Variable(1)
|
$ |
475,588.73
|
|||
|
II-38-B
|
Variable(1)
|
$ |
475,588.73
|
|||
|
II-39-A
|
Variable(1)
|
$ |
195,113.33
|
|||
|
II-39-B
|
Variable(1)
|
$ |
195,113.33
|
|||
|
II-40-A
|
Variable(1)
|
$ |
109,751.25
|
|||
|
II-40-B
|
Variable(1)
|
$ |
109,751.25
|
|||
|
II-41-A
|
Variable(1)
|
$ |
975,566.63
|
|||
|
II-41-B
|
Variable(1)
|
$ |
975,566.63
|
|||
|
II-42-A
|
Variable(1)
|
$ |
60,972.91
|
|||
|
II-42-B
|
Variable(1)
|
$ |
60,972.91
|
|||
|
II-43-A
|
Variable(1)
|
$ |
48,778.33
|
|||
|
II-43-B
|
Variable(1)
|
$ |
48,778.33
|
|||
|
II-44-A
|
Variable(1)
|
$ |
48,778.33
|
|||
|
II-44-B
|
Variable(1)
|
$ |
48,778.33
|
|||
|
II-45-A
|
Variable(1)
|
$ |
48,778.33
|
|||
|
II-45-B
|
Variable(1)
|
$ |
48,778.33
|
|||
|
II-46-A
|
Variable(1)
|
$ |
73,167.50
|
|||
|
II-46-B
|
Variable(1)
|
$ |
73,167.50
|
|||
|
II-47-A
|
Variable(1)
|
$ |
97,556.66
|
|||
|
II-47-B
|
Variable(1)
|
$ |
97,556.66
|
|||
|
II-48-A
|
Variable(1)
|
$ |
73,167.50
|
|||
|
II-48-B
|
Variable(1)
|
$ |
73,167.50
|
|||
|
II-49-A
|
Variable(1)
|
$ |
60,972.91
|
|||
|
II-49-B
|
Variable(1)
|
$ |
60,972.91
|
|||
|
II-50-A
|
Variable(1)
|
$ |
134,140.41
|
|||
|
II-50-B
|
Variable(1)
|
$ |
134,140.41
|
|||
|
II-51-A
|
Variable(1)
|
$ |
36,583.75
|
|||
|
II-51-B
|
Variable(1)
|
$ |
36,583.75
|
|||
|
II-52-A
|
Variable(1)
|
$ |
36,583.75
|
|||
|
II-52-B
|
Variable(1)
|
$ |
36,583.75
|
|||
|
II-53-A
|
Variable(1)
|
$ |
1,195,069.12
|
|||
|
II-53-B
|
Variable(1)
|
$ |
1,195,069.12
|
|||
|
II-54-A
|
Variable(1)
|
$ |
3,792,515.28
|
|||
|
II-54-B
|
Variable(1)
|
$ |
3,792,515.28
|
|||
|
P
|
Variable(1)
|
$ |
50.00
|
|||
|
R
|
Variable(1)
|
$ |
50.00
|
|||
_______________
|
(1)
|
Calculated
as provided in the definition of Uncertificated REMIC I Pass-Through
Rate.
|
REMIC II
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the REMIC I Regular Interests as a REMIC for federal income
tax purposes, and such segregated pool of assets will be designated as
“REMIC II.” Component II of the Class R 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 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.
|
Class Designation
for each REMIC II Regular Interest and Component II of the
Class R Certificates
|
Type
of Interest
|
Uncertificated
REMIC II Pass-Through Rate
|
Initial
Uncertificated
Principal
Balance or Class Principal Balance
|
Final
Maturity Date*
|
|||||
|
LT-AA
|
Regular
|
Variable(1)
|
$ |
303,818,957.61
|
September
2037
|
||||
|
LT-1A
|
Regular
|
Variable(1)
|
$ |
1,749,850.00
|
September
2037
|
||||
|
LT-2A1
|
Regular
|
Variable(1)
|
$ |
419,100.00
|
September
2037
|
||||
|
LT-2A2
|
Regular
|
Variable(1)
|
$ |
145,350.00
|
September
2037
|
||||
|
LT-M-1
|
Regular
|
Variable(1)
|
$ |
82,150.00
|
September
2037
|
||||
|
LT-M-2
|
Regular
|
Variable(1)
|
$ |
74,400.00
|
September
2037
|
||||
|
LT-M-3
|
Regular
|
Variable(1)
|
$ |
116,250.00
|
September
2037
|
||||
|
LT-M-4
|
Regular
|
Variable(1)
|
$ |
46,500.00
|
September
2037
|
||||
|
LT-M-5
|
Regular
|
Variable(1)
|
$ |
44,950.00
|
September
2037
|
||||
|
LT-M-6
|
Regular
|
Variable(1)
|
$ |
37,200.00
|
September
2037
|
||||
|
LT-M-7
|
Regular
|
Variable(1)
|
$ |
31,000.00
|
September
2037
|
||||
|
LT-M-8
|
Regular
|
Variable(1)
|
$ |
24,800.00
|
September
2037
|
||||
|
LT-M-9
|
Regular
|
Variable(1)
|
$ |
55,850.00
|
September
2037
|
||||
|
LT-ZZ
|
Regular
|
Variable(1)
|
$ |
3,372,986.89
|
September
2037
|
||||
|
LT-1SUB
|
Regular
|
Variable(1)
|
$ |
11,884.64
|
September
2037
|
||||
|
LT-1GRP
|
Regular
|
Variable(1)
|
$ |
46,881.65
|
September
2037
|
||||
|
LT-2SUB
|
Regular
|
Variable(1)
|
$ |
3,833.23
|
September
2037
|
||||
|
LT-2GRP
|
Regular
|
Variable(1)
|
$ |
15,122.23
|
September
2037
|
||||
|
LT-XX
|
Regular
|
Variable(1)
|
$ |
309,941,622.75
|
September
▇▇▇▇
|
||||
|
▇▇-▇
|
Regular
|
Variable(1)
|
$ |
50.00
|
September
2037
|
||||
|
LT-R
|
Residual
|
Variable(1)
|
$ |
50.00
|
September
2037
|
||||
|
LT-IO
|
Regular
|
Variable(1)
|
(2)
|
||||||
___________________
|
*
|
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 II Regular
and Residual Interests, the “latest possible maturity date” shall be the
Final Maturity Date.
|
|
(1)
|
Calculated
as provided in the
definition of Uncertificated REMIC II Pass-Through Rate
herein.
|
|
(2)
|
REMIC II
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 III
As
provided herein, the Trustee 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.” The Class R Certificates will represent the
sole Class of “residual interests” in REMIC III 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 III and the Class R 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 III
Regular Certificates shall be the Maturity Date. The REMIC III
Regular Interest IO will not be certificated.
|
Class
|
Class
Principal
Balance
|
Pass-Through
Rate
(per annum)
|
Minimum
Denomination
|
Integral
Multiples
in
Excess
of
Minimum
|
|
Class 1-A
Interest
|
$ 349,970,000.00
|
Variable(1)
|
$25,000
|
$1
|
|
Class 2-A-1
|
$ 83,820,000.00
|
Variable(1)
|
$25,000
|
$1
|
|
Class 2-A-2
|
$ 29,070,000.00
|
Variable(1)
|
$25,000
|
$1
|
|
Class M-1
|
$ 16,430,000.00
|
Variable(1)
|
$25,000
|
$1
|
|
Class M-2
|
$ 14,880,000.00
|
Variable(1)
|
$25,000
|
$1
|
|
Class M-3
|
$ 23,250,000.00
|
Variable(1)
|
$25,000
|
$1
|
|
Class M-4
|
$ 9,300,000.00
|
Variable(1)
|
$25,000
|
$1
|
|
Class M-5
|
$ 8,990,000.00
|
Variable(1)
|
$25,000
|
$1
|
|
Class M-6
|
$ 7,440,000.00
|
Variable(1)
|
$25,000
|
$1
|
|
Class M-7
|
$ 6,200,000.00
|
Variable(1)
|
$25,000
|
$1
|
|
Class M-8
|
$ 4,960,000.00
|
Variable(1)
|
$25,000
|
$1
|
|
Class M-9
|
$ 11,170,000.00
|
Variable(1)
|
$25,000
|
$1
|
|
Class X
|
$ 54,558,689.00
|
Variable(2)
|
10%
|
N/A
|
|
Class P
|
$ 50.00
|
(3)
|
20%
|
N/A
|
|
Class R
(4)
|
$ 50.00
|
N/A
|
20%
|
N/A
|
|
Class
IO Interest
|
(5)
|
(6)
|
N/A
|
N/A
|
_______________
|
(1)
|
Calculated
in accordance with the definition of “Pass-Through Rate”
herein.
|
|
(2)
|
For
purposes of the REMIC Provisions, the Class X Certificate shall represent
ownership of a regular interest in the Master REMIC (the “Class X
Interest”). The Class X Interest shall have an initial
principal balance of $54,558,689.00, and the
right to receive distributions of such amount represents a regular
interest in the Master REMIC. The Class X Interest shall also
comprise two notional components, each of which represents a regular
interest in the Master REMIC. The first such component has a
notional balance that will at all times equal the aggregate of the
class
principal amounts of the Lower Tier Interests in the Subsidiary REMIC
(other than the Class LT-P, Class LT-R and Class LT-IO Interest),
and, for
each Distribution Date (and the related Accrual Period) this notional
component shall bear interest at a per annum rate equal to the excess,
if
any, of (i) the weighted average of the interest rates on the Lower
Tier
Interests in the Subsidiary REMIC (other than the Class LT-P, Class
LT-R
and Class LT-IO Interest) over (ii) the Adjusted Subsidiary REMIC
WAC. The second notional component represents the right to
receive all distributions in respect of the Class LT-IO Interest
in the
Subsidiary REMIC. In addition, for purposes of the REMIC
Provisions, the Class X Certificate shall represent beneficial ownership
of (i) the Basis Risk Reserve Fund; (ii) the Supplemental Interest
Trust,
including the Swap Agreement and (iii) an interest in the notional
principal contracts described in Section
8.11.
|
|
(3)
|
The
Class P Certificates are entitled to Prepayment Premiums only and
will not
accrue interest.
|
|
(4)
|
The
Class R Certificate represents ownership of the residual interest
in each
REMIC.
|
|
(5)
|
The
Class IO Interest will be held as an asset of the Reserve Account
established by the Trustee. The Class IO Interest will not have
a Class Principal Balance, but will be entitled to 100% of the amounts
distributed on REMIC II Regular Interest
LT-IO.
|
|
(6)
|
The
Class IO Interest will not have a Pass-Through Rate, but will be
entitled
to 100% of the amounts distributed on REMIC II Regular Interest
LT-IO.
|
REMIC IV
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the Class 1-A Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as
“REMIC IV.” The Class R 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 R 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.
|
Class
|
Class
Principal
Balance
|
Pass-Through
Rate
(per annum)
|
Minimum
Denomination
|
Integral
Multiples
in
Excess
of
Minimum
|
|
Class 1-A-1
|
$ 286,133,341.00
|
Variable(1)
|
$25,000
|
$1
|
|
Class 1-A-2
|
$ 55,722,499.00
|
Variable(1)
|
$25,000
|
$1
|
_______________
|
(1)
|
Calculated in accordance with the definition of “Pass-Through Rate”
herein.
|
For
the
avoidance of doubt, the Trustee shall account for any interest amount due to
a
Certificateholder in excess of the interest rate on the REMIC Regular Interest
issued by REMIC III or REMIC IV corresponding to such Certificate as part
of the payment made to the Class 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 III and 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 Trustee 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-1, Class 1-A-2, Class 2-A-1 and Class 2-A-2
Certificates.
|
|
Class M
Certificates
|
The
Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9
Certificates.
|
|
Class
P Certificates
|
The
Class P Certificates.
|
|
Class
X Certificates
|
The
Class X Certificates.
|
|
Economic
Residual Floater Certificates
|
The
Class 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.
|
|
Group 1
Certificates
|
The
Class 1-A-1 Certificates and Class 1-A-2 Certificates.
|
|
Group 2
Certificates
|
The
Class 2-A-1, Class 2-A-2 and Class R Certificates.
|
|
Subordinate
Certificates
|
The
Class M Certificates and Class X Certificates.
|
|
LIBOR
Certificates
|
The
Class 1-A-1, Class 1-A-2, Class 2-A-1, Class 2-A-2, Class M-1, Class
M-2,
Class M 3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
Class
M-9 and Class R Certificates.
|
|
Notional
Amount Certificates
|
The
Class X Certificates.
|
|
Offered
Certificates
|
All
Classes of Certificates other than the Private Certificates.
|
|
Private
Certificates
|
The
Class X Certificates and Class P Certificates.
|
|
Physical
Certificates
|
The
Residual Certificates and the Private Certificates.
|
|
Rating
Agencies
|
Fitch
and S&P.
|
|
Regular
Certificates
|
All
Classes of Certificates other than the Residual Certificates.
|
|
Residual
Certificates
|
The
Class R Certificates.
|
|
Senior
Certificates
|
The
Class A, Class P and Class R Certificates.
|
|
Subordinate
Certificates
|
The
Class M Certificates and the Class X 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, SPS, Ocwen and the Trustee agree as follows:
ARTICLE
I
|
|
SECTION
1.01.
|
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 class of LIBOR Certificates and any Distribution
Date, the period commencing on the immediately preceding Distribution Date
(or,
in the case of the September 2007 Distribution Date, the Closing Date) and
ending on the day immediately preceding the related Distribution
Date.
Additional
Servicer: Each affiliate of the Depositor that Services any of
the Mortgage Loans and each Person who is not an affiliate of the Depositor,
who
Services 10% or more of the Mortgage Loans (measured by aggregate Stated
Principal Balance of the Mortgage Loans, annually at the commencement of the
calendar year prior to the year in which an Item 1123 Certificate is required
to
the delivered). For clarification purposes, the Master Servicer is an Additional
Servicer.
Advance: With
respect to any Distribution Date, any payment required to be made by the
Servicer with respect to such Distribution Date pursuant to Section
5.01.
Adverse
REMIC Event: As defined in Section 2.07(f).
Aggregate
Loan Balance: As of any date of determination, will be equal to
the aggregate of the Stated Principal Balances of the Mortgage Loans, except
as
otherwise provided herein, as of the last day of the related Collection
Period.
Aggregate
Loan Group Balance: As to any Loan Group and as of any date of
determination, will be equal to the aggregate of the Stated Principal Balances
of the Mortgage Loans in that Loan Group, except as otherwise provided, as
of
the last day of the related Collection Period.
Agreement: Collectively,
this Series Supplement and the Standard Terms, and all amendments or supplements
hereto.
Ancillary
Income: All income derived from the Mortgage Loans, other than Servicing
Fees and Trustee Fees, including but not limited to, late charges, fees received
with respect to checks or bank drafts returned by the related bank for non
sufficient funds, assumption fees, optional insurance administrative fees and
all other incidental fees and charges.
Applied
Loss Amount: As to any Distribution Date, an amount equal to the
excess, if any of (i) the aggregate Class Principal Balance of the Certificates,
after giving effect to all Realized Losses incurred with respect to Mortgage
Loans during the Collection Period for such Distribution Date, payments of
principal on such Distribution Date and any additions to the Class Principal
Balance of the Certificates on such Distribution Date pursuant to Section
4.03(b) over (ii) the Aggregate Loan Balance for such Distribution
Date.
Basis
Risk Reserve Fund: The separate Eligible Account created and
initially maintained by the Trustee pursuant to Section 4.06 in the name of
the
Trustee for the benefit of the Certificateholders and designated “U.S. Bank
National Association in trust for registered holders of Credit Suisse First
Boston Mortgage Securities Corp., CSMC Asset-Backed Trust 2007-NC1 OSI, CSMC
Asset-Backed Pass Through Certificates, Series 2007-NC1 OSI.” The
Basis Risk Reserve Fund shall not be part of any REMIC. Funds in the
Basis Risk Reserve Fund shall be held in trust for the Certificateholders for
the uses and purposes set forth in this Agreement.
Basis
Risk Shortfall: For any Class of LIBOR Certificates and any
Distribution Date, the sum of (i) the excess, if any, of the related Current
Interest calculated on the basis of the lesser of (x) the Certificate Index
plus
the applicable Certificate Margin and (y) the Maximum Interest Rate over the
related Current Interest for the applicable Distribution Date; (ii) any Basis
Risk Shortfall remaining unpaid from prior Distribution Dates; and (iii)
interest accrued during the related Accrual Period on the amount in clause
(ii)
calculated at a per annum rate equal to the lesser of (x) the Certificate Index
plus the applicable Certificate Margin and (y) the Maximum Interest
Rate.
Capitalization
Reimbursement Amount: For any Distribution Date and each Loan
Group, the aggregate of the amounts added to the Stated Principal Balances
of
the Mortgage Loans in such Loan Group during the preceding calendar month
representing reimbursements to the Servicer on or prior to such Distribution
Date in connection with the modification of such Mortgage Loan pursuant to
Section 3.06.
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.
Cash
Remittance Date: With respect to any Distribution Date, by 12:00
noon (New York City time) on the the 23rd calendar day of the month in which
such Distribution Date occurs, or if such 23rd calendar day is not a Business
Day, the Business Day immediately preceding such 23rd calendar day.
Certificate
Balance: With respect to any Certificate at any date, the maximum dollar
amount of principal to which the Holder thereof is then entitled hereunder,
such
amount being equal to the Denomination thereof minus the sum of (i) all
distributions of principal previously made with respect thereto (including
principal payments under the Policy) and (ii) all Realized Losses allocated
thereto and, in the case of any Subordinate Certificates, all other reductions
in Class Principal Balance previously allocated thereto pursuant to Section
4.01.
Certificate
Margin: As to each Class of LIBOR Certificates and the Class 1-A
Interest, the applicable amount set forth below:
|
Class
of LIBOR Certificates and Class 1-A Interest
|
Certificate
Margin
(%)
|
|
|
(1)
|
(2)
|
|
|
1-A
|
0.750%
|
1.250%
|
|
1-A-1
|
0.750%
|
1.250%
|
|
1-A-2
|
0.750%
|
1.250%
|
|
2-A-1
|
0.600%
|
1.100%
|
|
2-A-2
|
0.900%
|
1.400%
|
|
M-1
|
1.500%
|
2.000%
|
|
M-20.460
|
1.750%
|
2.250%
|
|
M-3
|
2.000%
|
2.500%
|
|
M-4
|
2.500%
|
3.000%
|
|
M-5
|
2.500%
|
3.000%
|
|
M-6
|
2.500%
|
3.000%
|
|
M-7
|
2.500%
|
3.000%
|
|
M-8
|
2.500%
|
3.000%
|
|
M-9
|
2.500%
|
3.000%
|
|
R
|
0.750%
|
(3)
|
_____________________
|
(1)
|
Prior
to and on the first Optional Termination
Date.
|
|
(2)
|
After
the first Optional Termination
Date.
|
|
(3)
|
It
is expected that the Class Principal Balance of the Class R Certificates
will be reduced to zero prior to the Optional Termination
Date.
|
Class: All
Certificates bearing the same class designation as set forth in the Preliminary
Statement.
Class
1-A Pass-Through Rate: With respect to any Interest Accrual Period, will be
a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related
Certificate Margin and (ii) the Group 1 Senior Net Funds Cap.
Class
1-A-1 Pass-Through Rate: With respect to any Interest Accrual Period, will
be a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related
Certificate Margin and (ii) the Group 1 Senior Net Funds Cap.
Class
1-A-2 Pass-Through Rate: With respect to any Interest Accrual Period, will
be a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related
Certificate Margin and (ii) the Group 1 Senior Net Funds Cap.
Class
2-A-1 Pass-Through Rate: With respect to any Interest Accrual Period, will
be a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related
Certificate Margin and (ii) the Group 2 Senior Net Funds Cap.
Class
2-A-2 Pass-Through Rate: With respect to any Interest Accrual Period, will
be a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related
Certificate Margin and (ii) the Group 2 Senior Net Funds Cap.
Class M
Certificates: The Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and
Class M-9 Certificates.
Class
M-1 Pass-Through Rate: With respect to any Interest Accrual Period, will be
a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related
Certificate Margin and (ii) the Subordinate Net Funds Cap.
Class
M-2 Pass-Through Rate: With respect to any Interest Accrual Period, will be
a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related
Certificate Margin and (ii) the Subordinate Net Funds Cap.
Class
M-3 Pass-Through Rate: With respect to any Interest Accrual Period, will be
a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related
Certificate Margin and (ii) the Subordinate Net Funds Cap.
Class
M-4 Pass-Through Rate: With respect to any Interest Accrual Period, will be
a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related
Certificate Margin and (ii) the Subordinate Net Funds Cap.
Class
M-5 Pass-Through Rate: With respect to any Interest Accrual Period, will be
a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related
Certificate Margin and (ii) the Subordinate Net Funds Cap.
Class
M-6 Pass-Through Rate: With respect to any Interest Accrual Period, will be
a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related
Certificate Margin and (ii) the Subordinate Net Funds Cap.
Class
M-7 Pass-Through Rate: With respect to any Interest Accrual Period, will be
a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related
Certificate Margin and (ii) the Subordinate Net Funds Cap.
Class
M-8 Pass-Through Rate: With respect to any Interest Accrual Period, will be
a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related
Certificate Margin and (ii) the Subordinate Net Funds Cap.
Class
M-9 Pass-Through Rate: With respect to any Interest Accrual Period, will be
a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related
Certificate Margin and (ii) the Subordinate Net Funds Cap.
Class
Notional Amount: The Class X Notional Amount.
Class
R-I Interest: The sole class of residual interests in REMIC
I.
Class
R-II Interest: The sole class of residual interests in REMIC
II.
Class
R-III Interest: The sole class of residual interests in REMIC
III.
Class
R-IV Interest: The sole class of residual interests in REMIC
IV.
Class X
Distributable Amount: With respect to any Distribution Date and
the Class 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(e)(i)-(xii), the sum of (a) the amount of interest
accrued during the related Accrual Period on the Class X Certificates (as
described in the Preliminary Statement) and (b) the Overcollateralization
Release Amount, if any, for such Distribution Date.
Class X
Notional Amount: With respect to the Class X Certificates and any
Distribution Date, the aggregate Uncertificated Balance of the REMIC II Regular
Interests (other than REMIC II Regular Interest LTP, REMIC II Regular Interest
LTP and REMIC II Regular Interest LT-IO) for such Distribution
Date.
Closing
Date: August 31, 2007.
Corporate
Trust Office: 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 ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: Corporate Trust—Structured Finance, CSMC 2007-NC1 OSI.
Corresponding
Certificate: With respect to each REMIC II Regular Interest, the Class of
Regular Certificates listed below:
|
REMIC
II Regular Interest
|
Class
|
|
LT-1A
|
Class
1-A Interest
|
|
LT-2A1
|
Class
2-A-1
|
|
LT-2A2
|
Class
2-A-2
|
|
LT-M-1
|
Class
M-1
|
|
LT-M-2
|
Class
M-2
|
|
LT-M-3
|
Class
M-3
|
|
LT-M-4
|
Class
M-4
|
|
LT-M-5
|
Class
M-5
|
|
LT-M-6
|
Class
M-6
|
|
LT-M-7
|
Class
M-7
|
|
LT-M-8
|
Class
M-8
|
|
LT-M-9
|
Class
M-9
|
|
LT-P
|
Class
P
|
|
LT-R
|
Class
R
|
With
respect to the REMIC III Regular Interest Class 1-A Interest, the aggregate
of
the Class 1-A-1 Certificates and the Class 1-A-2 Certificates.
Credit
Support Annex: The credit support annex, dated as of August 31,
2007, between the Supplemental Interest Trust Trustee, on behalf of the
Supplemental Interest Trust, and the Swap Counterparty, which is annexed to
and
forms part of the Swap 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 Deutsche
Bank Custodial Agreement.
Custodian: As
defined in the Standard Terms. Initially, Deutsche Bank shall serve
as Custodian for all of the Mortgage Loans.
Cut-off
Date: August 1, 2007.
Deferred
Amount: For any Class of Subordinate Certificates (other than the
Class X 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) any additions to
the
Class Principal Balance pursuant to Section 4.03(b) on such Distribution Date
or
any previous Distribution Date. Any payment of Deferred Amount
pursuant to Section 4.01(e) shall not result in a reduction to the Class
Principal Balance of the Class of Certificate to which it is
distributed.
Delinquency
Rate: With respect to any month, the fraction, expressed as a
percentage, (a) the numerator of which is equal to the aggregate outstanding
Stated Principal Balance of all Mortgage Loans which (i) are 60 or more days
Delinquent (including all foreclosures, bankruptcies and REO Properties) and
(ii) are Modified Mortgage Loans which have been modified within 12 months
of
such month (without duplication of clause (i) above), in each case as of the
close of business on the last day of such month and after giving effect to
any
modification to the Stated Principal Balance of any Mortgage Loan, and (b)
the
denominator of which is the Aggregate Loan Group Balance as of the close of
business on the last day of such month, in each case after giving effect to
any
modification to the Stated Principal Balance of any Mortgage Loan.
Depositor: Credit
Suisse First Boston Mortgage Securities Corp., a Delaware corporation, or its
successor in interest.
Depository
Agreement: The Letter of Representation dated as of the Closing
Date by and among DTC, the Depositor and the Trustee.
Determination
Date: With respect to each Distribution Date, the 18th day of the
calendar month in which such Distribution Date occurs or, if such 18th day
is
not a Business Day, the Business Day immediately preceding such Business
Day.
Deutsche
Bank : Deutsche Bank National Trust Company.
Deutsche
Bank Custodial Agreement: That certain Custodial Agreement dated
as of August 1, 2007 between Deutsche Bank and the Trustee.
Economic
Residual Floater Certificate: As set forth in the Preliminary
Statement.
ERISA
Restricted Certificate: As set forth in the Preliminary
Statement.
Estimated
Swap Termination Payment: With respect to an Optional Termination Date, an
amount determined by the Swap Counterparty in good faith and in a commercially
reasonable manner as the maximum payment that could be owed by the Supplemental
Interest Trust to the Swap Counterparty in respect of such Optional Termination
Date pursuant to Section 6(e) of the ISDA Master Agreement, taking into account
then current market conditions.
Exchangeable
Certificates: Not applicable.
Expense
Fee Rate: As to each Mortgage Loan, the sum of the Servicing Fee
Rate, the Trustee Fee Rate and the rate at which the premium on a Lender Paid
Mortgage Guaranty Insurance Policy is calculated, if applicable.
Expense
Fees: As to each Mortgage Loan and Distribution Date, the sum of
the Servicing Fee, the Trustee Fee and any premium on any Lender Paid Mortgage
Guaranty Insurance Policy, if applicable.
Fitch: Fitch
Ratings, or any successor thereto.
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 Allocation Amount: For any Distribution Date, the product of
the Senior Principal Payment Amount for that Distribution Date and a fraction
the numerator of which is the Principal Remittance Amount derived for Loan
Group
1 and the denominator of which is the Principal Remittance Amount, in each
case
for that Distribution Date. For purposes of the definition, the
Principal Remittance Amount will be calculated net of subclause (6) in the
definition thereof.
Group 1
Certificates: As set forth in the Preliminary
Statement.
Group
1 Excess Interest Amount: For any Distribution Date, the product
of the amount of Monthly Excess Interest required to be distributed on that
Distribution Date pursuant to Section 4.01(e)(i)(A) and a fraction the numerator
of which is the Principal Remittance Amount derived from Loan Group 1 and the
denominator of which is the Principal Remittance Amount, in each case for that
Distribution Date. For purposes of this definition, the Principal
Remittance Amount will be calculated net of subclause (6) in the definition
thereof.
Group
1 Senior Net Funds Cap: For any Distribution Date and the Class
1-A-1 Certificates and Class 1-A-2 Certificates, will be a per annum rate equal
to (1) (a) a fraction, expressed as a percentage, the numerator of which is
the
product of (x) the Optimal Interest Remittance Amount for Loan Group 1 and
such
date and (y) 12, and the denominator of which is the Aggregate Loan Group
Balance of Loan Group 1 for the immediately preceding Distribution Date less
(b)
a fraction, expressed as a percentage, the numerator of which is the product
of
(x) the Net Swap Payment, if any, for such Distribution Date and the Swap
Termination Payments made pursuant to Sections 4.01(a)(iii), 4.01(c)(i) or
4.01(d)(i) on such Distribution Date and (y) 12 and the denominator of which
is
the Aggregate Loan Balance for the immediately preceding Distribution Date
multiplied by (2) a fraction, the numerator of which is 30 and the denominator
of which is the actual number of days in the immediately preceding Accrual
Period. For federal income tax purposes, the equivalent of the foregoing shall
be expressed as the weighted average of the Uncertificated REMIC II Pass-Through
Rate on REMIC II Regular Interest LT-1GRP, weighted on the basis of the
Uncertificated Principal Balance of such REMIC II Regular Interest.
Group
2 Allocation Amount: For any Distribution Date, the product of
the Senior Principal Payment Amount for that Distribution Date and a fraction
the numerator of which is the Principal Remittance Amount derived from Loan
Group 2 and the denominator of which is the Principal Remittance Amount, in
each
case for that Distribution Date. For purposes of this definition, the
Principal Remittance Amount will be calculated net of subclause (6) in the
definition thereof.
Group 2
Certificates: As set forth in the Preliminary
Statement.
Group
2 Senior Net Funds Cap: For any Distribution Date and the Class
2-A-1, Class 2-A-2 and Class R Certificates will be a per annum rate equal
to
(1) (a) a fraction, expressed as a percentage, the numerator of which is the
product of (x) the Optimal Interest Remittance Amount for Loan Group 2 and
such
date and (y) 12, and the denominator of which is the Aggregate Loan Group
Balance of Loan Group 2 for the immediately preceding Distribution Date, less
(b) a fraction, expressed as a percentage, the numerator of which is the product
of (x) the Net Swap Payment, if any, for such Distribution Date and the Swap
Termination Payments made pursuant to Sections 4.01(a)(iii), 4.01(c)(i) or
4.01(d)(i) on such Distribution Date and (y) 12 and the denominator of which
is
the Aggregate Loan Balance for the immediately preceding Distribution Date
multiplied by (2) a fraction, the numerator of which is 30 and the denominator
of which is the actual number of days in the immediately preceding Accrual
Period. For federal income tax purposes, the equivalent of the foregoing shall
be expressed as the weighted average of the Uncertificated REMIC II Pass-Through
Rate on REMIC II Regular Interest LT-2GRP, weighted on the basis of the
Uncertificated Principal Balance of such REMIC II Regular Interest.
Initial
Class Principal Balance: As set forth in the Preliminary
Statement.
Interest
Remittance Amount: For any Distribution Date and Loan Group, an
amount equal to the sum of (1) all interest collected (other than related
Payaheads, if applicable) 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 and intended for application
in the related Collection Period and the interest portion of all prepayments
received on the Mortgage Loans in such Loan Group during the related Prepayment
Period (other than interest on Principal Prepayments that occur during the
portion of the Prepayment Period that is in the same calendar month as the
related Distribution Date), less (x) the Servicing Fee and any lender paid
Primary Insurance Policy premiums with respect to such Mortgage Loans and (y)
unreimbursed Advances and other amounts due to the Servicer or the Trustee
with
respect to such Mortgage Loans, to the extent allocable to interest, (2) all
Compensating Interest Payments paid by the Servicer with respect to the related
Mortgage Loans with respect to such Distribution Date, (3) the portion of any
Substitution Adjustment Amount or Repurchase Price paid with respect to such
Mortgage Loans during the related Prepayment Period allocable to interest and
(4) all Net Liquidation Proceeds, and any Insurance Proceeds and other
recoveries (net of unreimbursed Advances, Servicing Advances and expenses,
to
the extent allocable to interest, and unpaid Servicing Fees) collected with
respect to such Mortgage Loans during the prior calendar month, to the extent
allocable to interest.
Interest
Shortfall: For any Distribution Date, an amount equal to the
aggregate shortfall, if any, in collections of interest (adjusted to the related
Net Mortgage Rate) on Mortgage Loans resulting from (a) Prepayment Interest
Shortfalls to the extent not covered by a Compensating Interest Payment and
(b)
interest payments on certain of the Mortgage Loans being limited pursuant to
the
provisions of the Relief Act.
Interim
Servicing Period: The period from the Cut-off Date to the Servicing Transfer
Date.
LIBOR
Certificates: As set forth in the Preliminary
Statement.
Liquidated
Mortgage Loan: With respect to any Distribution Date, a defaulted
Mortgage Loan (including any REO Property) which was liquidated (or in the
case
of a second lien Mortgage Loan, charged-off by the Servicer in accordance with
Accepted Servicing Practices) in the calendar month preceding the month of
such
Distribution Date and as to which the Servicer has determined (in accordance
with this Agreement) that it has received all amounts it expects to receive
in
connection with the liquidation of such Mortgage Loan, including the final
disposition of the related REO Property (exclusive of any possibility of a
deficiency judgment). Any second lien Mortgage Loan that is charged
off pursuant to Section 3.11(d) will be treated as a Liquidated Mortgage Loan
at
the time it is charged off.
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.
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 Senior Certificates after
giving effect to payments on such Distribution Date and (ii) the Class Principal
Balance of the Class M-1 Certificates immediately prior to such Distribution
Date exceeds (y) the lesser of (A) the product of (i) 54.60% and (ii) the
Aggregate Loan Balance for such Distribution Date and (B) the amount, if any,
by
which (i) the Aggregate Loan Balance for such Distribution Date exceeds (ii)
0.50% of the Aggregate Loan Balance as of the Cut-off Date.
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 Balances of the Senior Certificates and the
Class Principal Balance of the Class M-1 Certificates, in each case, after
giving effect to payments on such Distribution Date and (ii) the Class Principal
Balance of the Class M-2 Certificates immediately prior to such Distribution
Date exceeds (y) the lesser of (A) the product of (i) 59.40% and (ii) the
Aggregate Loan Balance for such Distribution Date and (B) the amount, if any,
by
which (i) the Aggregate Loan Balance for such Distribution Date exceeds (ii)
0.50% of the Aggregate Loan Balance as of the Cut-off Date.
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 Balances of the Senior Certificates and the
Class Principal Balance of the Class M-1 Certificates and the Class M-2
Certificates, in each case, after giving effect to payments on such Distribution
Date and (ii) the Class Principal Balance of the Class M-3 Certificates
immediately prior to such Distribution Date exceeds (y) the lesser of (A) the
product of (i) 66.90% and (ii) the Aggregate Loan Balance for such Distribution
Date and (B) the amount, if any, by which (i) the Aggregate Loan Balance for
such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Balance as
of
the Cut-off Date.
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 Balances of the Senior Certificates and the
Class Principal Balance of the Class M-1, Class M-2 and Class M-3 Certificates,
in each case, after giving effect to payments on such Distribution Date and
(ii)
the Class Principal Balance of the Class M-4 Certificates immediately prior
to
such Distribution Date exceeds (y) the lesser of (A) the product of (i) 69.90%
and (ii) the Aggregate Loan Balance for such Distribution Date and (B) the
amount, if any, by which (i) the Aggregate Loan Balance for such Distribution
Date exceeds (ii) 0.50% of the Aggregate Loan Balance as of the Cut-off
Date.
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 Balances of the Senior Certificates and the
Class Principal Balance of the Class M-1, Class M-2, Class M-3 and Class M-4
Certificates, in each case, after giving effect to payments on such Distribution
Date and (ii) the Class Principal Balance of the Class M-5 Certificates
immediately prior to such Distribution Date exceeds (y) the lesser of (A) the
product of (i) 72.80% and (ii) the Aggregate Loan Balance for such Distribution
Date and (B) the amount, if any, by which (i) the Aggregate Loan Balance for
such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Balance as
of
the Cut-off Date.
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 Balances of the Senior Certificates and the
Class Principal Balance of the Class M-1, Class M-2, Class M-3, Class M-4 and
Class M-5 Certificates, in each case, after giving effect to payments on such
Distribution Date and (ii) the Class Principal Balance of the Class M-6
Certificates immediately prior to such Distribution Date exceeds (y) the lesser
of (A) the product of (i) 75.20% and (ii) the Aggregate Loan Balance for such
Distribution Date and (B) the amount, if any, by which (i) the Aggregate Loan
Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan
Balance as of the Cut-off Date.
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 Balances of the Senior Certificates and the
Class Principal Balance of the Class M-1, Class M-2, Class M-3, Class M-4,
Class
M-5 and Class M-6 Certificates, in each case, after giving effect to payments
on
such Distribution Date and (ii) the Class Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date exceeds (y) the lesser
of (A) the product of (i) 77.20% and (ii) the Aggregate Loan Balance for such
Distribution Date and (B) the amount, if any, by which (i) the Aggregate Loan
Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan
Balance as of the Cut-off Date.
M-8
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 Balances of the Senior Certificates and the
Class Principal Balance of the Class M-1, Class M-2, Class M-3, Class M-4,
Class
M-5, Class M-6 and Class M-7 Certificates, in each case, after giving effect
to
payments on such Distribution Date and (ii) the Class Principal Balance of
the
Class M-8 Certificates immediately prior to such Distribution Date exceeds
(y)
the lesser of (A) the product of (i) 78.80% and (ii) the Aggregate Loan Balance
for such Distribution Date and (B) the amount, if any, by which (i) the
Aggregate Loan Balance for such Distribution Date exceeds (ii) 0.50% of the
Aggregate Loan Balance as of the Cut-off Date.
M-9
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 Balances of the Senior Certificates and the
Class Principal Balance of the Class M-1, Class M-2, Class M-3, Class M-4,
Class
M-5, Class M-6, Class M-7 and Class M-8 Certificates in each case, after giving
effect to payments on such Distribution Date and (ii) the Class Principal
Balance of the Class M-9 Certificates immediately prior to such Distribution
Date exceeds (y) the lesser of (A) the product of (i) 82.40% and (ii) the
Aggregate Loan Balance for such Distribution Date and (B) the amount, if any,
by
which (i) the Aggregate Loan Balance for such Distribution Date exceeds (ii)
0.50% of the Aggregate Loan Balance as of the Cut-off Date.
Marker
Rate: With respect to the Class X Certificates and any
Distribution Date, a per annum rate equal to two (2) times the weighted average
of the Uncertificated REMIC II Pass-Through Rates for REMIC II Regular ▇▇▇▇▇▇▇▇▇
▇▇-▇▇, ▇▇-▇▇▇, ▇▇-▇▇▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, LT-M-7,
LT-M-8, LT-M-9, and LT-ZZ, with the rates on such REMIC II Regular
Interests (other than REMIC II Regular Interest LT-ZZ), subject to a cap, for
the purpose of this calculation, equal to the lesser of (A) LIBOR plus the
Certificate Margin for the Corresponding Certificate and (B) the related Net
Funds Cap for the related Corresponding Certificate for the purpose of this
calculation for such Distribution Date, and with the rate on the REMIC II
Regular Interest LT-ZZ subject to a cap, for the purpose of this calculation,
equal to zero; provided, however, that for this purpose, the calculation of
the
Uncertificated REMIC II Pass-Through Rate and the related cap with respect
to
each such REMIC II Regular Interest shall be multiplied by a fraction, the
numerator of which is the actual number of days in the Interest Accrual Period
and the denominator of which is thirty (30).
Maturity
Date: The Distribution Date occurring in
September 2037.
Maximum
CLTV: The combined loan-to-value ratio of a junior lien Mortgage Loan
computed such that (i) the numerator is equal to the sum of the loan balances
of
the Mortgage Loan and all mortgage loans on the mortgaged property senior to
such Mortgage Loan as of the Closing Date, and (ii) the denominator is equal
to
the value of the mortgaged property on the Closing Date. For purposes
of computing the numerator, if a mortgage loan has a negative amortization
feature, then the loan balance shall be equal to the loan balance as of the
Closing Date after giving effect to the maximum amount of negative amortization
permitted under such feature.
Maximum
Interest Rate: For the Class 1-A-1, Class 1-A-2, Class 2-A-1,
Class 2-A-2 and Class R Certificates and any Distribution Date, an annual rate
equal to (a) the weighted average of (i) the weighted average Maximum Mortgage
Rates minus the weighted average Expense Fee Rate of the adjustable-rate
Mortgage Loans in the related Loan Group and (ii) the weighted average Net
Mortgage Rates of the fixed-rate Mortgage Loans in the related Loan Group,
multiplied by (b) a fraction, the numerator of which is 30 and the denominator
of which is the actual number of days in the immediately preceding Accrual
Period. For the Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates and any
Distribution Date, an annual rate equal to (a) the weighted average of (x)
the
weighted average Maximum Mortgage Rates minus the weighted average Expense
Fee
Rate of the adjustable-rate Mortgage Loans in both Loan Groups and the (y)
weighted average Net Mortgage Rates of the fixed-rate Mortgage Loans in both
Loan Groups, multiplied by (b) a fraction, the numerator of which is 30 and
the
denominator of which is the actual number of days in the immediately preceding
Accrual Period. All weighted averages calculated hereunder shall be
based on Stated Principal Balance of the applicable Mortgage Loans as of the
first day of the related Collection Period.
Monthly
Excess Cashflow: For any Distribution Date, an amount equal to
the sum of the Monthly Excess Interest and Overcollateralization Release Amount,
if any, for such date.
Monthly
Excess Interest: As to any Distribution Date, the Interest Remittance Amount
remaining after the application of payments pursuant to clauses (i) through
(xiii) of Section 4.01(a) and the Principal Payment Amount remaining after
the
application of payments pursuant to clauses (i) through (xi) of Section 4.01(c)
or clauses (i) through (xi) of Section 4.01(d), as applicable.
Most
Senior Enhancement Percentage: For any Distribution Date and any Class of
Certificates, the fraction, expressed as a percentage, the numerator of which
is
the sum of the aggregate Class Principal Balances of the Certificates which
are
lower in payment priority than such Class of Certificates and the
Overcollateralization Amount (which, for purposes of this definition only,
shall
not be less than zero), in each case prior to giving effect to payments on
such
Distribution Date and the denominator of which is the Aggregate Loan Balance
as
of the first day of the related Collection Period.
Net
Cumulative Realized Loss Amount: For any Distribution Date, an
amount equal to the cumulative Realized Losses incurred on the Mortgage Loans
from the 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 4.01(d) on all prior
Distribution Dates.
Net
Funds Cap: Any of the Group 1 Senior Net Funds Cap, the Group 2
Senior Net Funds Cap or the Subordinate Net Funds Cap, as
applicable.
Net
Swap Payment: 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.
Notional
Amount Certificates: As set forth in the Preliminary
Statement.
Ocwen: Ocwen
Loan Servicing, LLC and its successors and assigns.
Offered
Certificates: As set forth in the Preliminary
Statement.
Optimal
Interest Remittance Amount: For any Distribution Date and Loan
Group, will be equal to the excess of (i) the product of (1) (x) the weighted
average Net Mortgage Rate of the Mortgage Loans in such Loan Group as of the
first day of the related Collection Period divided by (y) 12 and (2) the
applicable Aggregate Loan Group Balance for the immediately preceding
Distribution Date, over (ii) any expenses that reduce the Interest Remittance
Amount for that Loan Group which did not arise as a result of a default or
delinquency of the related Mortgage Loans or were not taken into account in
computing the Expense Fee Rate.
Overcollateralization
Amount: For any Distribution Date, an amount equal to the amount,
if any, by which (x) the applicable Aggregate Loan Balance for such Distribution
Date exceeds (y) the aggregate Class Principal Balance of the Offered
Certificates and Class P Certificates after giving effect to payments on such
Distribution Date.
Overcollateralization
Deficiency: For any Distribution Date will be equal to the
amount, if any, by which (x) the Targeted Overcollateralization Amount for
such
Distribution Date exceeds (y) the Overcollateralization Amount for such
Distribution Date, calculated for this purpose after giving effect to the
reduction on such Distribution Date of the aggregate Class Principal Balance
of
the Certificates resulting from the payment of the Principal Payment Amount
on
such Distribution Date, but prior to allocation of any Applied Loss Amount
on
such Distribution Date.
Overcollateralization
Release Amount: For any Distribution Date, an amount equal to the
lesser of (x) the related Principal Remittance Amount for such Distribution
Date
and (y) the amount, if any, by which (1) the Overcollateralization Amount for
such date, calculated for this purpose on the basis of the assumption that
100%
of the aggregate Principal Remittance Amount for such date is applied on such
date in reduction of the aggregate of the Class Principal Balances of the
Certificates, exceeds (2) the Targeted Overcollateralization Amount for such
date.
Pass-Through
Rate: With respect to the Class 1-A-1, Class 1-A-2, Class 2-A-1,
Class 2-A-2, Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6,
Class M-7, Class M-8 and Class M-9 Certificates, the Class 1-A-1 Pass-Through
Rate, Class 1-A-2 Pass-Through Rate, Class 2-A-1 Pass-Through Rate, Class 2-A-2
Pass-Through Rate, Class M-1 Pass-Through Rate, Class M-2 Pass-Through Rate,
Class M-3 Pass-Through Rate, Class M-4 Pass-Through Rate, Class M-5 Pass-Through
Rate, Class M-6 Pass-Through Rate, Class M-7 Pass-Through Rate, Class M-8
Pass-Through Rate and Class M-9 Pass-Through Rate.
With
respect to the Class 1-A Interest, the Class 1-A Pass-Through Rate.
With
respect to the Class X Certificates and any Distribution Date, a per annum
rate
equal to the percentage equivalent of a fraction, the numerator of which is
the
sum of the amounts calculated pursuant to clauses (A) through (M) below, and
the
denominator of which is the aggregate of the Uncertificated Balances of REMIC
II
Regular Interest LT-AA, REMIC II Regular Interest LT-1A, REMIC II Regular
Interest LT-2A1, REMIC II Regular Interest LT-2A2, REMIC II Regular Interest
LT-M-1, REMIC II Regular Interest LT-M-2, REMIC II Regular Interest LT-M-3,
REMIC II Regular Interest LT-M-4, REMIC II Regular Interest LT-M-5, REMIC II
Regular Interest LT-M-6, REMIC II Regular Interest LT-M-7, REMIC II Regular
Interest LT-M-8, REMIC II Regular Interest LT-M-9 and REMIC II Regular Interest
LT-ZZ. For purposes of calculating the Pass-Through Rate for the Class X
Certificates, the numerator is equal to the sum of the following
components:
(A) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-AA
minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
of REMIC II Regular Interest LT-AA;
(B) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-1A
minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
of REMIC II Regular Interest LT-1A;
(C) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-2A2
minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
of REMIC II Regular Interest LT-2A2;
(D) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M-1
minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
of REMIC II Regular Interest LT-M-1;
(E) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M-2
minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
of REMIC II Regular Interest LT-M-2;
(F) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M-3
minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
of REMIC II Regular Interest LT-M-3;
(G) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M-4
minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
of REMIC II Regular Interest LT-M-4;
(H) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M-5
minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
of REMIC II Regular Interest LT-M-5;
(I) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M-6
minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
of REMIC II Regular Interest LT-M-6;
(J) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M-7
minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
of REMIC II Regular Interest LT-M-7;
(K) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M-8
minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
of REMIC II Regular Interest LT-M-8; and
(L) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M-9
minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
of REMIC II Regular Interest LT-M-9;
(M) the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-ZZ
minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
of REMIC II Regular Interest LT-ZZ.
The
Class
P Certificates and Class R Certificates will not accrue interest and therefore
will not have a Pass-Through Rate.
Payahead: Any
Scheduled Payment intended by the related Mortgagor to be applied in a
Collection Period subsequent to the Collection Period in which such payment
was
received.
Permitted
Transferee: Any person other than (i) the United States, any State or
political subdivision thereof, or any agency or instrumentality of any of the
foregoing, (ii) a foreign government, International Organization or any agency
or instrumentality of either of the foregoing, (iii) an organization (except
certain farmers’ cooperatives described in section 521 of the Code) which is
exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by
section 511 of the Code on unrelated business taxable income) on any excess
inclusions (as defined in section 860E(c)(1) of the Code) with respect to any
Residual Certificate, (iv) rural electric and telephone cooperatives described
in section 1381(a)(2)(C) of the Code, (v) a Person that is not a United States
Person, and (vi) a Person designated as a non-Permitted Transferee by the
Depositor based upon an Opinion of Counsel that the Transfer of an Ownership
Interest in a Residual Certificate to such Person may cause any REMIC created
hereunder to fail to qualify as a REMIC at any time that the Certificates are
outstanding. The terms “United States,” “State” and “International Organization”
shall have the meanings set forth in section 7701 of the Code or successor
provisions. A corporation will not be treated as an instrumentality of the
United States or of any State or political subdivision thereof for these
purposes if all of its activities are subject to tax and, with the exception
of
▇▇▇▇▇▇▇ Mac, a majority of its board of directors is not selected by such
government unit.
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.
Prepayment
Period: With respect to any Distribution Date and any Payoff or Curtailment,
the calendar month immediately preceding the month in which such Distribution
Date occurs.
Principal
Payment Amount: For any Distribution Date, an amount equal to the
related Principal Remittance Amount for such date minus the related
Overcollateralization Release Amount, if any, for such 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 Servicer and the
Trustee 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
Class X Certificateholder pursuant to Section 3.17(b), during the related
Repurchase Period and the principal proceeds of any purchase of Mortgage Loans
in such Loan Group by the Terminating Entity pursuant to Section 11.01, (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 Servicer and the Trustee 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.
Prospectus
Supplement: Either the Prospectus Supplement, dated August 31, 2007 or the
Prospectus Supplement, dated November [__], 2007, as applicable, 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.
Qualified
Substitute Mortgage Loan: One or more Mortgage Loans substituted
by the Seller for one or more Deleted Mortgage Loans which must, on the date
of
such substitution, as confirmed in a Request for Release, substantially in
the
form of Exhibit K, individually or in the aggregate and on a weighted average
basis, as applicable (i) have a Stated Principal Balance, after deduction of
the
principal portion of the Scheduled Payment due in the month of substitution,
not
in excess of, and not more than 10% less than the Stated Principal Balance
of
the Deleted Mortgage Loan; (ii) be accruing interest at a rate no lower than
and
not more than 1% per annum higher than, that of the Deleted Mortgage Loan;
(iii)
have a Loan to Value Ratio no higher than that of the Deleted Mortgage Loan;
(iv) have a remaining term to maturity not more than one year greater than
or
less than that of the Deleted Mortgage Loan; provided that the remaining term
to
maturity of any such Mortgage Loan shall be no greater than the last maturing
Mortgage Loan immediately prior to any substitution; (v) have a Maximum Mortgage
Rate and Minimum Mortgage Rate not less than the respective such rates for
the
Deleted Mortgage Loan, have a Gross Margin equal to or greater than the Deleted
Mortgage Loan and have the same Index as the Deleted Mortgage Loan; (vi) not
be
a Cooperative Loan unless the Deleted Mortgage Loan was a Cooperative Loan,
(vii) have a category of Prepayment Premium equal to the category of Prepayment
Premium of the Deleted Mortgage Loan, if applicable, and (viii) comply with
each
representation and warranty set forth in Section 2.03(b).
Rating
Agency: Each of Fitch 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; Realized Losses shall include with
respect to any modified mortgage loan, the amount, if any, by which the
principal balance has been reduced as a result of such
modification.
Recovery: With
respect to any Distribution Date and Mortgage Loan that became a Liquidated
Mortgage Loan (including a charged off second-lien mortgage loan) in a month
preceding the month prior to the Distribution Date, any additional amount
received in respect of principal on such Mortgage Loan received by the Servicer
after Liquidation Proceeds have been remitted to the Trust Fund, net of
unreimbursed Advances, Servicing Advances, Liquidation Expenses, Expense Fees
and related Excess Proceeds, if any.
Regular
Certificates: All of the Certificates other than the Residual
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: The segregated pool of assets subject hereto, constituting the primary
trust created hereby and to be administered hereunder, with respect to which
a
REMIC election is to be made consisting of: (i) such Mortgage Loans as from
time
to time are subject to this Agreement (other than any Prepayment Charges),
together with the Mortgage Files relating thereto, and together with all
collections thereon and proceeds thereof, (ii) any REO Property, together with
all collections thereon and proceeds thereof, (iii) the Trustee’s rights with
respect to the Mortgage Loans under all insurance policies, including any
Required Insurance Policy, required to be maintained pursuant to this Agreement
and any proceeds thereof and (iv) the Collection Account and the Certificate
Account (subject to the last sentence of this definition) and such assets that
are deposited therein from time to time and any investments thereof.
Notwithstanding the foregoing, however, a REMIC election will not be made with
respect to the Basis Risk Reserve Fund and the Reserve Account.
REMIC
I Available Distribution Amount: For any Distribution
Date, the Available Distribution Amount for such Loan Group 1.
REMIC
I Group 1 Regular Interests: REMIC I Regular Interest I and REMIC
I Regular Interest I-1-A through REMIC I Regular Interest I-54-B as designated
in the Preliminary Statement hereto.
REMIC
I Group 2 Regular Interests: REMIC I Regular Interest II and
REMIC I Regular Interest II-1-A through REMIC I Regular Interest II-54-B as
designated in the Preliminary Statement hereto.
REMIC
I Regular Interest: Any of the separate non certificated
beneficial ownership interests in REMIC I issued hereunder and designated as
a
“regular interest” in REMIC I. Each REMIC I Regular Interest shall accrue
interest at the related REMIC I Pass-Through Rate in effect from time to time,
and shall be entitled to distributions of principal, subject to the terms and
conditions hereof, in an aggregate amount equal to its initial Uncertificated
Balance or Uncertificated Notional Amount as set forth in the Preliminary
Statement hereto. The designations for the respective REMIC I Regular Interests
are set forth in the Preliminary Statement hereto. The REMIC I
Regular Interests consist of the REMIC I Group 1 Regular Interests, REMIC I
Group 2 Regular Interests, REMIC I Regular Interest R, REMIC I Regular Interest
▇.
▇▇▇▇▇
▇▇ Interest Loss Allocation Amount: With respect to any Distribution Date,
an amount equal to (a) the product of (i) the aggregate Stated Principal Balance
of the Mortgage Loans and related REO Properties then outstanding and (ii)
the
Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-AA
minus the Marker Rate, divided by (b) 12.
REMIC
II Marker Allocation Percentage: 50% of any amount payable or loss
attributable from the Mortgage Loans, which shall be allocated to REMIC II
Regular ▇▇▇▇▇▇▇▇▇ ▇▇-▇▇, ▇▇-▇▇▇, ▇▇-▇▇▇, ▇▇-▇-▇, LT-M-2, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇,
▇▇-▇-▇, ▇▇-▇-▇, LT-M-8, LT-M-9, LT-R and LT-▇.
▇▇▇▇▇
▇▇ Overcollateralization Amount: With respect to any date of determination,
(i) 0.50% of the aggregate Uncertificated Balances of the REMIC II Regular
Interests minus (ii) the aggregate Uncertificated Balances of REMIC II Regular
▇▇▇▇▇▇▇▇▇ ▇▇-▇▇, ▇▇-▇▇▇, ▇▇-▇▇▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇,
▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇ and LT-P, in each case as of such date of
determination.
REMIC
II Principal Loss Allocation Amount: With respect to any Distribution Date,
an amount equal to the product of (i) 50% of the aggregate Stated Principal
Balance of the Mortgage Loans and related REO Properties then outstanding and
(ii) 1 minus a fraction, the numerator of which is two times the aggregate
Uncertificated Balance of REMIC II Regular ▇▇▇▇▇▇▇▇▇ ▇▇-▇▇, ▇▇-▇▇▇, ▇▇-▇▇▇,
▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, LT-M-7, LT-M-8, LT-M-9 and
LT-ZZ.
REMIC
II Regular Interest: One of the separate non-certificated beneficial
ownership interests in REMIC II issued hereunder and designated as a Regular
Interest in REMIC II as set forth in the Preliminary Statement. Each REMIC
II
Regular Interest shall accrue interest at the related Uncertificated REMIC
II
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal (other than REMIC II Regular Interest LT-IO), subject
to the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance, if any, as set forth in the Preliminary Statement
hereto.
REMIC
II Regular Interest LT-AA: One of the separate non-certificated beneficial
ownership interests in REMIC II issued hereunder and designated as a Regular
Interest in REMIC II. REMIC II Regular Interest LT-AA shall accrue interest
at
the related Uncertificated REMIC II Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement
hereto.
REMIC
II Regular Interest LT-1A: One of the separate non-certificated beneficial
ownership interests in REMIC II issued hereunder and designated as a Regular
Interest in REMIC II. REMIC II Regular Interest LT-1A shall accrue interest
at
the related Uncertificated REMIC II Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement
hereto.
REMIC
II Regular ▇▇▇▇▇▇▇▇ ▇▇-▇▇▇: One of the separate non-certificated beneficial
ownership interests in REMIC II issued hereunder and designated as a Regular
Interest in REMIC II. REMIC II Regular Interest LT-2A1 shall accrue interest
at
the related Uncertificated REMIC II Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement
hereto.
REMIC
II Regular ▇▇▇▇▇▇▇▇ ▇▇-▇▇▇: One of the separate non-certificated beneficial
ownership interests in REMIC II issued hereunder and designated as a Regular
Interest in REMIC II. REMIC II Regular Interest LT-2A2 shall accrue interest
at
the related Uncertificated REMIC II Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement
hereto.
REMIC
II Regular Interest LT-IO: One of the separate non-certificated
beneficial ownership interests in REMIC II issued hereunder and designated
as a
Regular Interest in REMIC II. REMIC II Regular Interest LT-IO shall
accrue interest on its Uncertificated Notional Amount at its related
Uncertificated REMIC II Pass-Through Rate in effect from time to
time. REMIC II Regular Interest LT-IO shall not have an
Uncertificated Balance and shall not be entitled to distributions of
principal.
REMIC
II Regular Interest LT-M-1: One of the separate non-certificated beneficial
ownership interests in REMIC II issued hereunder and designated as a Regular
Interest in REMIC II. REMIC II Regular Interest LT-M-1 shall accrue interest
at
the related Uncertificated REMIC II Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement
hereto.
REMIC
II Regular Interest LT-M-2: One of the separate non-certificated beneficial
ownership interests in REMIC II issued hereunder and designated as a Regular
Interest in REMIC II. REMIC II Regular Interest LT-M-2 shall accrue interest
at
the related Uncertificated REMIC II Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement
hereto.
REMIC
II Regular Interest LT-M-3: One of the separate non-certificated beneficial
ownership interests in REMIC II issued hereunder and designated as a Regular
Interest in REMIC II. REMIC II Regular Interest LT-M-3 shall accrue interest
at
the related Uncertificated REMIC II Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement
hereto.
REMIC
II Regular Interest LT-M-4: One of the separate non-certificated beneficial
ownership interests in REMIC II issued hereunder and designated as a Regular
Interest in REMIC II. REMIC II Regular Interest LT-M-4 shall accrue interest
at
the related Uncertificated REMIC II Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement
hereto.
REMIC
II Regular Interest LT-M-5: One of the separate non-certificated beneficial
ownership interests in REMIC II issued hereunder and designated as a Regular
Interest in REMIC II. REMIC II Regular Interest LT-M-5 shall accrue interest
at
the related Uncertificated REMIC II Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement
hereto.
REMIC
II Regular Interest LT-M-6: One of the separate non-certificated beneficial
ownership interests in REMIC II issued hereunder and designated as a Regular
Interest in REMIC II. REMIC II Regular Interest LT-M-6 shall accrue interest
at
the related Uncertificated REMIC II Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement
hereto.
REMIC
II Regular Interest LT-M-7: One of the separate non-certificated beneficial
ownership interests in REMIC II issued hereunder and designated as a Regular
Interest in REMIC II. REMIC II Regular Interest LT-M-7 shall accrue interest
at
the related Uncertificated REMIC II Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement
hereto.
REMIC
II Regular Interest LT-M-8: One of the separate non-certificated beneficial
ownership interests in REMIC II issued hereunder and designated as a Regular
Interest in REMIC II. REMIC II Regular Interest LT-M-8 shall accrue interest
at
the related Uncertificated REMIC II Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement
hereto.
REMIC
II Regular Interest LT-M-9: One of the separate non-certificated beneficial
ownership interests in REMIC II issued hereunder and designated as a Regular
Interest in REMIC II. REMIC II Regular Interest LT-M-9 shall accrue interest
at
the related Uncertificated REMIC II Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement
hereto.
REMIC
II Regular Interest LT-P: One of the separate non-certificated beneficial
ownership interests in REMIC II issued hereunder and designated as a Regular
Interest in REMIC II. REMIC II Regular Interest LT-P shall accrue interest
at
the related Uncertificated REMIC II Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement
hereto.
REMIC
II Regular Interest LT-R: One of the separate non-certificated beneficial
ownership interests in REMIC II issued hereunder and designated as a Regular
Interest in REMIC II. REMIC II Regular Interest LT-R shall accrue interest
at
the related Uncertificated REMIC II Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement
hereto.
REMIC
II Regular Interest LT-XX: One of the separate non-certificated beneficial
ownership interests in REMIC II issued hereunder and designated as a Regular
Interest in REMIC II. REMIC II Regular Interest LT-XX shall accrue interest
at
the related Uncertificated REMIC II Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement
hereto.
REMIC
II Regular Interest LT-ZZ: One of the separate non-certificated beneficial
ownership interests in REMIC II issued hereunder and designated as a Regular
Interest in REMIC II. REMIC II Regular Interest LT-ZZ shall accrue interest
at
the related Uncertificated REMIC II Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement
hereto.
REMIC
II Regular Interest LT-1SUB: One of the separate non-certificated beneficial
ownership interests in REMIC II issued hereunder and designated as a Regular
Interest in REMIC II. REMIC II Regular Interest LT-1SUB shall accrue interest
at
the related Uncertificated REMIC II Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement
hereto.
REMIC
II Regular Interest LT-1GRP: One of the separate non-certificated beneficial
ownership interests in REMIC II issued hereunder and designated as a Regular
Interest in REMIC II. REMIC II Regular Interest LT-1GRP shall accrue interest
at
the related Uncertificated REMIC II Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement
hereto.
REMIC
II Regular Interest LT-2SUB: One of the separate non-certificated beneficial
ownership interests in REMIC II issued hereunder and designated as a Regular
Interest in REMIC II. REMIC II Regular Interest LT-2SUB shall accrue interest
at
the related Uncertificated REMIC II Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement
hereto.
REMIC
II Regular Interest LT-2GRP: One of the separate non-certificated beneficial
ownership interests in REMIC II issued hereunder and designated as a Regular
Interest in REMIC II. REMIC II Regular Interest LT-2GRP shall accrue interest
at
the related Uncertificated REMIC II Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement
hereto.
REMIC
II Regular Interest LT-ZZ Maximum Interest Deferral Amount: With respect to
any Distribution Date, the excess of (i) REMIC II Uncertificated Accrued
Interest calculated with the Uncertificated Pass-Through Rate for REMIC II
Regular Interest LT-ZZ and an Uncertificated Balance equal to the excess of
(x)
the Uncertificated Balance of REMIC II Regular Interest LT-ZZ over (y) the
REMIC
II Overcollateralization Amount, in each case for such Distribution Date, over
(ii) the sum of REMIC II Uncertificated Accrued Interest on REMIC II Regular
▇▇▇▇▇▇▇▇▇ ▇▇-▇▇, ▇▇-▇▇▇, ▇▇-▇▇▇, ▇▇-▇-▇, LT-M-2, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇,
▇▇-▇-▇, LT-M-8 and LT-M-9, with the rate on each such REMIC II Regular Interest
subject to a cap, for the purpose of this calculation, equal to the Pass-Through
Rate for the Corresponding Certificate; provided, however, that for this
purpose, the calculation of the Uncertificated REMIC II Pass-Through Rate and
the related cap with respect to each REMIC II Regular Interest shall be
multiplied by a fraction, the numerator of which is the actual number of days
in
the Interest Accrual Period and the denominator of which is thirty
(30).
REMIC
II Regular Interests: REMIC II Regular Interest LT-AA, REMIC II Regular
Interest LT-1A, REMIC II Regular Interest LT-2A1, REMIC II Regular Interest
LT-2A2, REMIC II Regular Interest LT-M-1, REMIC II Regular Interest LT-M-2,
REMIC II Regular Interest LT-M-3, REMIC II Regular Interest LT-M-4, REMIC II
Regular Interest LT-M-5, REMIC II Regular Interest LT-M-6, REMIC II Regular
Interest LT-M-7, REMIC II Regular Interest LT-M-8, REMIC II Regular Interest
LT-M-9, REMIC II Regular Interest LT-ZZ, REMIC II Regular Interest LT-P, REMIC
II Regular Interest LT-IO, REMIC II Regular Interest LT-R, REMIC II Regular
Interest LT-1SUB, REMIC II Regular Interest LT-1GRP, REMIC II Regular Interest
LT-2SUB, REMIC II Regular Interest LT-2GRP and REMIC II Regular Interest
LT-XX.
REMIC
II Sub WAC Allocation Percentage: 50% of any amount payable or loss
attributable from the Mortgage Loans, which shall be allocated to REMIC II
Regular Interest LT-1SUB, REMIC II Regular Interest LT-1GRP, REMIC II Regular
Interest LT-2SUB, REMIC II Regular Interest LT-2GRP and REMIC II Regular
Interest LT-XX.
REMIC
II Subordinated Balance Ratio: The ratio among the Uncertificated Balances
of each REMIC II Regular Interest ending with the designation “SUB”, equal to
the ratio between, with respect to each such REMIC II Regular Interest, the
excess of (x) the aggregate Stated Principal Balance of the Group 1 Mortgage
Loans and the Group 2 Mortgage Loans, as applicable, over (y) the current Class
Principal Balance of the related Senior Certificates.
REMIC
II Targeted Overcollateralization Amount: 0.50% of the Targeted
Overcollateralization Amount.
REMIC
Provisions: Provisions of the federal income tax law relating to real estate
mortgage investment conduits, which appear at sections 860A through 860G of
Subchapter M of Chapter 1 of the Code, and related provisions, and regulations
promulgated thereunder, as the foregoing may be in effect from time to
time.
REMIC
Regular Interests: The REMIC I Regular Interests and REMIC II Regular
Interests.
Residual
Certificates: As set forth in the Preliminary
Statement.
Required
Basis Risk Reserve Fund Amount: With respect to any Distribution
Date, $5,000.
Required
Basis Risk Reserve Fund Deposit: With respect to any Distribution
Date, the sum of (i) any Basis Risk Shortfall for such date (net of amounts
available to pay Basis Risk Shortfalls on deposit in the Supplemental Interest
Account on such date) and (ii) the excess, if any, of the Required Basis Risk
Reserve Fund Amount for such Distribution Date over the amount on deposit in
the
Basis Risk Reserve Fund at the close of business on the Business Day immediately
preceding such Distribution Date.
Reuters
Screen LIBOR 01 Page: The display page so designated on the Reuters Monitor
Money Rates service (or such other page as may replace that page on such service
for the purpose of displaying London interbank offered rates of major
banks).
Rolling
Three Month Delinquency Rate: For any Distribution Date will be
the fraction, expressed as a percentage, equal to the average of the related
Delinquency Rates for each of the three (or one and two, in the case of the
first and second Distribution Dates) immediately preceding months.
Seller: DLJMC.
Senior
Certificates: As set forth in the Preliminary
Statement.
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 Subordinate Certificates and the
Overcollateralization Amount (which, for purposes of this definition only,
shall
not be less than zero), in each case prior to giving effect to payments on
such
Distribution Date (assuming no Trigger Event has occurred), and the denominator
of which is the Aggregate Loan Balance as of the first day of the related
Collection Period.
Senior
Principal Payment Amount: For any Distribution Date on or after
the Stepdown Date and as long as a Trigger Event has not occurred or is not
continuing with respect to such Distribution Date, will be the amount, if any,
by which (x) the Class Principal Balance of the Senior Certificates immediately
prior to such Distribution Date exceeds (y) the lesser of (A) the product of
(i)
49.30% and (ii) the Aggregate Loan Balance for such Distribution Date and (B)
the amount, if any, by which (i) the Aggregate Loan Balance for such
Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Balance as of the
Cut-off Date.
Sequential
Trigger Event: A Sequential Trigger Event is in effect on any
Distribution Date if (x) on any Distribution Date prior to the Distribution
Date
in September 2010, the cumulative Realized Losses (including with respect to
any
modified Mortgage Loan, the amount, if any, by which the principal balance
has
been reduced as a result of such modification) incurred since the Cut-off Date
as a percentage of the original Aggregate Loan Balance on the Closing Date
for
such Distribution Date exceeds 2.25%, (y) on any Distribution Date on or after
the Distribution Date n September 2010, a Trigger Event is in effect, or (z)
on
any Distribution Date prior to the Distribution Date in September 2010, the
Rolling Three Month Delinquency Rate as of the last day of the related
Collection Period equals or exceeds 31.50% of the Senior Enhancement
Percentage.
Series
Supplement: This Series Supplement, dated as of August 1,
2007, as amended from time to time.
Servicer: SPS
for the Interim Servicing Period, Ocwen thereafter and, in each case, any
successor in interest thereto or any successor servicer appointed as provided
herein.
Servicing
Transfer Date: The date on which the servicing of the Mortgage Loans
transfers to Ocwen, which is expected to be on or about October 1,
2007.
Special
Servicer: Any special servicer appointed by the Class X
Certificateholder pursuant to Section 3.17.
Special
Serviced Mortgage Loan: The Mortgage Loans for which a Special
Servicer acts as servicer pursuant to Section 3.17.
SPS:
Select Portfolio Servicing, Inc., a Utah corporation, and its successors and
assigns.
Standard
& Poor’s: Standard & Poor’s Ratings Services, a division
of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.
Standard
Terms: That certain Standard Terms of Pooling and Servicing
Agreement, dated as of August 1, 2007, attached hereto as Exhibit
A.
Startup
Day: The Closing Date with respect to REMIC I, REMIC II and REMIC
III and November 21, 2007 with respect to REMIC IV.
Stepdown
Date: The date occurring on the earlier of (1) the first Distribution Date
following the Distribution Date on which the aggregate Class Principal Balance
of the Class 1-A-1, Class 1-A-2, Class 2-A-1 and Class 2-A-2 Certificates are
reduced to zero and (2) the later of (x) the Distribution Date in September
2010
and (y) the first Distribution Date on which the Senior Enhancement Percentage
(calculated for this purpose after giving effect to payments or other recoveries
in respect of the Mortgage Loans during the related Collection Period but before
giving effect to payments on the Certificates on such Distribution Date) is
greater than or equal to 50.70%.
Subordinate
Certificates: As set forth in the Preliminary
Statement.
Subordinate
Group 1 Balance: For any Distribution Date will be the Aggregate
Loan Group Balance for Loan Group 1 as of the first day of the related
Collection Period less the Class Principal Balance of the Class 1-A-1
Certificates and Class 1-A-2 Certificates.
Subordinate
Group 2 Balance: For any Distribution Date will be the Aggregate
Loan Group Balance for Loan Group 2 as of the first day of the related
Collection Period less the aggregate Class Principal Balances of the Class
2-A-1, Class 2-A-2 and Class R Certificates.
Subordinate
Net Funds Cap: For any Distribution Date and the Class M-1, Class
M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class
M-9 Certificates, will be a per annum rate equal to a weighted average of (i)
the Group 1 Senior Net Funds Cap and (ii) the Group 2 Senior Net Funds Cap
for
such Distribution Date, weighted on the basis of the Subordinate Group 1 Balance
and Subordinate Group 2 Balance, respectively. For federal income tax
purposes, the equivalent of the foregoing shall be expressed as the weighted
average (adjusted for the actual number of days elapsed in the related Interest
Accrual Period) of (a) REMIC II Regular Interest LT-1SUB, subject to a cap
and a
floor equal to the Uncertificated REMIC II Pass-Through Rate on REMIC II Regular
Interest LT-1GRP and (b) REMIC II Regular Interest LT-2SUB, subject to a cap
and
a floor equal to the Uncertificated REMIC II Pass-Through Rate on REMIC II
Regular Interest LT-2GRP, in each case as determined for such Distribution
Date,
weighted on the basis of the Uncertificated Principal Balance of each such
REMIC
II Regular Interest 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.
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 Posted Collateral Account: The segregated
non-interest bearing trust account created and maintained by the Supplemental
Interest Trust Trustee pursuant to Section 4.08 hereof.
Supplemental
Interest Trust Trustee: The Trustee, 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) 5.15%,
(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 Offered
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, on
behalf of the Supplemental Interest Trust, 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, October 25, 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 Offered Certificates.
Swap
Counterparty: The swap provider under the Swap
Agreement. Initially, the Swap Counterparty shall be Credit Suisse
International.
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 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 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, 8.80% of the Aggregate Loan Balance 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 has not occurred, the greater of (a) 17.60%
of
the Aggregate Loan Balance for such Distribution Date, or (b) 0.50% of the
Aggregate Loan Balance 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.
Tax
Matters Person: The person designated as “tax matters person” in the manner
provided under Treasury regulation § 1.860F-4(d) and temporary Treasury
regulation §301.6231(a)(7)-1T.
Terminating
Entity: The Majority Class X Certificateholder.
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 the applicable percentage (as set forth
below) of the Most Senior Enhancement Percentage of the most senior Class or
Classes of Certificates then outstanding for such Distribution
Date:
|
Class
|
Percentage
|
|
Class
1-A-1, Class 1-A-2, Class 2-A-1 or Class 2-A-2
Certificates
|
31.50%
|
|
Class
M-1 Certificates
|
35.18%
|
|
Class
M-2 Certificates
|
39.34%
|
|
Class
M-3 Certificates
|
48.25%
|
|
Class
M-4 Certificates
|
53.06%
|
|
Class
M-5 Certificates
|
58.71%
|
|
Class
M-6 Certificates
|
64.39%
|
|
Class
M-7 Certificates
|
70.04%
|
|
Class
M-8 Certificates
|
75.33%
|
|
Class
M-9 Certificates
|
90.75%
|
or
(ii)
the cumulative Realized Losses as a percentage of the original Aggregate Loan
Balance 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
|
|
September 2009
– August 2010
|
2.25%*
|
|
September 2010
– August 2011
|
5.65%*
|
|
September
2011 – August 2012
|
8.80%*
|
|
September
2012 – August 2013
|
11.30%*
|
|
September
2013 and thereafter
|
12.75%*
|
| * The percentages set forth above are the percentages applicable for the first Distribution Date in the corresponding range of Distribution Dates. The 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
Fund: Collectively, the assets of REMIC I, REMIC II, REMIC III, REMIC IV and
the Basis Risk Reserve Fund.
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.
Trustee
Fee: The fee, if any, payable to the Trustee on each Distribution
Date for its services as Trustee hereunder, in an amount equal to one twelfth
of
the Trustee Fee Rate multiplied by the Stated Principal Balance of the Mortgage
Loans immediately prior to such Distribution Date.
Trustee
Fee Rate: 0.0010% per annum.
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 each REMIC Regular Interest on
each Distribution Date, an amount equal to one month’s interest at the related
Uncertificated Pass-Through Rate on the Uncertificated Principal Balance of
such
REMIC Regular Interest. In each case, Uncertificated Accrued Interest will
be
reduced by any Net Prepayment Interest Shortfalls and Relief Act Reductions
(allocated to such REMIC Regular Interests based on the priorities set forth
in
Section [1.03]).
Uncertificated
Notional Amount: With respect to REMIC II Regular Interest LT-IO
and each Distribution Date listed below, the aggregate Uncertificated Balance
of
the REMIC I Regular Interests ending with the designation “A” listed
below:
|
Distribution
Date
|
REMIC
I Regular Interests
|
|
1
|
I-1-A
through I-54-A and II-1-A through II-54-A
|
|
2
|
I-2-A
through I-54-A and II-2-A through II-54-A
|
|
3
|
I-3-A
through I-54-A and II-3-A through II-54-A
|
|
4
|
I-4-A
through I-54-A and II-4-A through II-54-A
|
|
5
|
I-5-A
through I-54-A and II-5-A through II-54-A
|
|
6
|
I-6-A
through I-54-A and II-6-A through II-54-A
|
|
7
|
I-7-A
through I-54-A and II-7-A through II-54-A
|
|
8
|
I-8-A
through I-54-A and II-8-A through II-54-A
|
|
9
|
I-9-A
through I-54-A and II-9-A through II-54-A
|
|
10
|
I-10-A
through I-54-A and II-10-A through II-54-A
|
|
11
|
I-11-A
through I-54-A and II-11-A through II-54-A
|
|
12
|
I-12-A
through I-54-A and II-12-A through II-54-A
|
|
13
|
I-13-A
through I-54-A and II-13-A through II-54-A
|
|
14
|
I-14-A
through I-54-A and II-14-A through II-54-A
|
|
15
|
I-15-A
through I-54-A and II-15-A through II-54-A
|
|
16
|
I-16-A
through I-54-A and II-16-A through II-54-A
|
|
17
|
I-17-A
through I-54-A and II-17-A through II-54-A
|
|
18
|
I-18-A
through I-54-A and II-18-A through II-54-A
|
|
19
|
I-19-A
through I-54-A and II-19-A through II-54-A
|
|
20
|
I-20-A
through I-54-A and II-20-A through II-54-A
|
|
21
|
I-21-A
through I-54-A and II-21-A through II-54-A
|
|
22
|
I-22-A
through I-54-A and II-22-A through II-54-A
|
|
23
|
I-23-A
through I-54-A and II-23-A through II-54-A
|
|
24
|
I-24-A
through I-54-A and II-24-A through II-54-A
|
|
25
|
I-25-A
through I-54-A and II-25-A through II-54-A
|
|
26
|
I-26-A
through I-54-A and II-26-A through II-54-A
|
|
27
|
I-27-A
through I-54-A and II-27-A through II-54-A
|
|
28
|
I-28-A
through I-54-A and II-28-A through II-54-A
|
|
29
|
I-29-A
through I-54-A and II-29-A through II-54-A
|
|
30
|
I-30-A
through I-54-A and II-30-A through II-54-A
|
|
31
|
I-31-A
through I-54-A and II-31-A through II-54-A
|
|
32
|
I-32-A
through I-54-A and II-32-A through II-54-A
|
|
33
|
I-33-A
through I-54-A and II-33-A through II-54-A
|
|
34
|
I-34-A
through I-54-A and II-34-A through II-54-A
|
|
35
|
I-35-A
through I-54-A and II-35-A through II-54-A
|
|
36
|
I-36-A
through I-54-A and II-36-A through II-54-A
|
|
37
|
I-37-A
through I-54-A and II-37-A through II-54-A
|
|
38
|
I-38-A
through I-54-A and II-38-A through II-54-A
|
|
39
|
I-39-A
through I-54-A and II-39-A through II-54-A
|
|
40
|
I-40-A
through I-54-A and II-40-A through II-54-A
|
|
41
|
I-41-A
through I-54-A and II-41-A through II-54-A
|
|
42
|
I-42-A
through I-54-A and II-42-A through II-54-A
|
|
43
|
I-43-A
through I-54-A and II-43-A through II-54-A
|
|
44
|
I-44-A
through I-54-A and II-44-A through II-54-A
|
|
45
|
I-45-A
through I-54-A and II-45-A through II-54-A
|
|
46
|
I-46-A
through I-54-A and II-46-A through II-54-A
|
|
47
|
I-47-A
through I-54-A and II-47-A through II-54-A
|
|
48
|
I-48-A
through I-54-A and II-48-A through II-54-A
|
|
49
|
I-49-A
through I-54-A and II-49-A through II-54-A
|
|
50
|
I-50-A
through I-54-A and II-50-A through II-54-A
|
|
51
|
I-51-A
through I-54-A and II-51-A through II-54-A
|
|
52
|
I-52-A
through I-54-A and II-52-A through II-54-A
|
|
53
through 57
|
I-53-A
and I-54-A and II-53-A and II-54-A
|
|
58
|
I-54-A
and II-54-A
|
|
thereafter
|
$0.00
|
With
respect to the Class IO Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of the REMIC II Regular Interest
LT-IO.
Uncertificated
Pass-Through Rate: For any REMIC I Regular Interest or REMIC
II Regular Interest, the per annum rate set forth or calculated in the manner
described in the Preliminary Statement under “REMIC I” or “REMIC II,”
respectively.
Uncertificated
Principal Balance: The principal amount of any REMIC I or
REMIC II Regular Interest outstanding as of any date of
determination. As of the Closing Date, the Uncertificated Principal
Balance of each REMIC I and REMIC II Regular Interest shall equal the
amount set forth in the Preliminary Statement hereto as its Initial
Uncertificated Principal Balance under “REMIC I” or “REMIC II,”
respectively. On each Distribution Date, the Uncertificated Principal Balance
of
each REMIC I Regular Interest and REMIC II 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(d)(i), and (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(d)(ii).
Uncertificated
Regular Interest: Any of the REMIC I Regular Interests and
REMIC II Regular Interests.
Uncertificated
REMIC I Pass-Through Rate: With respect to REMIC I Regular Interest I, a per
annum rate equal to the weighted average of the Net Mortgage Rates on the Group
1 Mortgage Loans; With respect to REMIC I Regular Interest II, REMIC I Regular
Interest P and REMIC I Regular Interest R, a per annum rate equal to the
weighted average of the Net Mortgage Rates on the Group 2 Mortgage Loans; With
respect to each REMIC I Group 1 Regular Interest ending with the designation
“A”, a per annum rate equal to the weighted average of the Net Mortgage Rates
on
the Group 1 Mortgage Loans multiplied by 2, subject to a maximum rate of
10.30%; With respect to each REMIC I Group 1 Regular Interest ending
with the designation “B”, the greater of (x) a per annum rate equal to the
excess, if any, of (i) 2 multiplied by the weighted average of the Net Mortgage
Rates on the Group 1 Mortgage Loans over (ii) 10.30% and (y) 0.00%; With respect
to each REMIC I Group 2 Regular Interest ending with the designation “A”, a per
annum rate equal to the weighted average of the Net Mortgage Rates on the Group
2 Mortgage Loans multiplied by 2, subject to a maximum rate of
10.30%; With respect to each REMIC I Group 2 Regular Interest ending
with the designation “B”, the greater of (x) a per annum rate equal to the
excess, if any, of (i) 2 multiplied by the weighted average of the Net Mortgage
Rates on the Group 2 Mortgage Loans over (ii) 10.30% and (y) 0.00%.
Uncertificated
REMIC II Pass-Through Rate: With respect to REMIC II Regular
Interests ▇▇-▇▇, ▇▇-▇▇, ▇▇-▇▇▇, ▇▇-▇▇-▇▇, ▇▇-▇▇▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇,
▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, LT-M-6, LT-M-7, LT-M-8, LT-M-9, LT-ZZ, LT-1SUB, LT-2SUB
and LT-XX, a per annum rate (but not less than zero) equal to the
weighted average of (w) with respect to REMIC I Regular Interest I, REMIC I
Regular Interest II, the Uncertificated REMIC I Pass-Through Rate for such
REMIC
I Regular Interest for each such Distribution Date, (x) with respect to REMIC
I
Regular Interests ending with the designation “B”, the weighted average of the
Uncertificated REMIC I Pass-Through Rates for such REMIC I Regular Interests,
weighted on the basis of the Uncertificated Balance of such REMIC I Regular
Interests for each such Distribution Date and (y) with respect to REMIC I
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
I Regular Interest listed below, weighted on the basis of the Uncertificated
Balance of each such REMIC I Regular Interest for each such Distribution
Date:
|
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
|
1
|
I-1-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
2
|
I-2-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-2-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate REMIC I Remittance
Rate
|
|
|
I-1-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
|
REMIC
I Remittance Rate
|
|
|
3
|
I-3-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-3-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
and I-2-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
and II-2-A
|
REMIC
I Remittance Rate
|
|
|
4
|
I-4-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-4-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-3-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-3-A
|
REMIC
I Remittance Rate
|
|
|
5
|
I-5-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-5-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-4-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-4-A
|
REMIC
I Remittance Rate
|
|
|
6
|
I-6-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-6-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-5-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-5-A
|
REMIC
I Remittance Rate
|
|
|
7
|
I-7-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-7-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-6-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-6-A
|
REMIC
I Remittance Rate
|
|
|
8
|
I-8-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-8-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-7-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-7-A
|
REMIC
I Remittance Rate
|
|
|
9
|
I-9-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-9-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-8-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-8-A
|
REMIC
I Remittance Rate
|
|
|
10
|
I-10-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-10-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-9-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-9-A
|
REMIC
I Remittance Rate
|
|
|
11
|
I-11-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-11-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-10-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-10-A
|
REMIC
I Remittance Rate
|
|
|
12
|
I-12-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-12-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-11-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-11-A
|
REMIC
I Remittance Rate
|
|
|
13
|
I-13-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-13-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-12-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-12-A
|
REMIC
I Remittance Rate
|
|
|
14
|
I-14-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-14-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-13-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-13-A
|
REMIC
I Remittance Rate
|
|
|
15
|
I-15-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-15-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-14-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-14-A
|
REMIC
I Remittance Rate
|
|
|
16
|
I-16-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-16-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-15-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-15-A
|
REMIC
I Remittance Rate
|
|
|
17
|
I-17-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-17-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-16-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-16-A
|
REMIC
I Remittance Rate
|
|
|
18
|
I-18-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-18-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-17-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-17-A
|
REMIC
I Remittance Rate
|
|
|
19
|
I-19-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-19-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-18-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-18-A
|
REMIC
I Remittance Rate
|
|
|
20
|
I-20-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-20-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-19-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-19-A
|
REMIC
I Remittance Rate
|
|
|
21
|
I-21-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-21-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-20-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-20-A
|
REMIC
I Remittance Rate
|
|
|
22
|
I-22-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-22-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-21-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-21-A
|
REMIC
I Remittance Rate
|
|
|
23
|
I-23-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-23-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-22-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-22-A
|
REMIC
I Remittance Rate
|
|
|
24
|
I-24-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-24-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-23-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-23-A
|
REMIC
I Remittance Rate
|
|
|
25
|
I-25-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-25-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-24-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-24-A
|
REMIC
I Remittance Rate
|
|
|
26
|
I-26-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-26-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-25-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-25-A
|
REMIC
I Remittance Rate
|
|
|
27
|
I-27-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-27-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-26-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-26-A
|
REMIC
I Remittance Rate
|
|
|
28
|
I-28-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-28-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-27-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-27-A
|
REMIC
I Remittance Rate
|
|
|
29
|
I-29-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-29-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-28-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-28-A
|
REMIC
I Remittance Rate
|
|
|
30
|
I-30-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-30-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-29-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-29-A
|
REMIC
I Remittance Rate
|
|
|
31
|
I-31-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-31-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-30-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-30-A
|
REMIC
I Remittance Rate
|
|
|
32
|
I-32-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-32-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-31-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-31-A
|
REMIC
I Remittance Rate
|
|
|
33
|
I-33-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-33-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-32-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-32-A
|
REMIC
I Remittance Rate
|
|
|
34
|
I-34-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-34-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-33-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-33-A
|
REMIC
I Remittance Rate
|
|
|
35
|
I-35-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-35-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-34-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-34-A
|
REMIC
I Remittance Rate
|
|
|
36
|
I-36-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-36-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-35-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-35-A
|
REMIC
I Remittance Rate
|
|
|
37
|
I-37-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-37-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-36-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-36-A
|
REMIC
I Remittance Rate
|
|
|
38
|
I-38-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-38-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-37-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-37-A
|
REMIC
I Remittance Rate
|
|
|
39
|
I-39-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-39-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-38-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-38-A
|
REMIC
I Remittance Rate
|
|
|
40
|
I-40-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-40-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-39-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-39-A
|
REMIC
I Remittance Rate
|
|
|
41
|
I-41-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-41-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-40-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-40-A
|
REMIC
I Remittance Rate
|
|
|
42
|
I-42-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-42-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-41-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-41-A
|
REMIC
I Remittance Rate
|
|
|
43
|
I-43-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-43-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-42-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-42-A
|
REMIC
I Remittance Rate
|
|
|
44
|
I-44-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-44-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-43-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-43-A
|
REMIC
I Remittance Rate
|
|
|
45
|
I-45-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-45-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-44-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-44-A
|
REMIC
I Remittance Rate
|
|
|
46
|
I-46-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-46-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-45-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-45-A
|
REMIC
I Remittance Rate
|
|
|
47
|
I-47-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-47-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-46-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-46-A
|
REMIC
I Remittance Rate
|
|
|
48
|
I-48-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-48-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-47-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-47-A
|
REMIC
I Remittance Rate
|
|
|
49
|
I-49-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-49-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-39-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-39-A
|
REMIC
I Remittance Rate
|
|
|
50
|
I-50-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-50-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-49-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-49-A
|
REMIC
I Remittance Rate
|
|
|
51
|
I-51-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-51-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-50-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-50-A
|
REMIC
I Remittance Rate
|
|
|
52
|
I-52-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-52-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-51-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-51-A
|
REMIC
I Remittance Rate
|
|
|
53
through 57
|
I-53-A
and I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-53-A
and II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-52-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-52-A
|
REMIC
I Remittance Rate
|
|
|
58
|
I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-53-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-53-A
|
REMIC
I Remittance Rate
|
|
|
thereafter
|
I-1-A
through I-54-A
|
REMIC
I Remittance Rate
|
|
II-1-A
through II-54-A
|
REMIC
I Remittance Rate
|
With
respect to REMIC II Regular Interest LT-1GRP, a per annum rate (but not less
than zero) equal to the weighted average of: (w) with respect to REMIC I Regular
Interest I, the REMIC I Remittance Rate for each such REMIC I Regular Interest
for each such Distribution Date, (x) with respect to REMIC I Group I Regular
Interests ending with the designation “B”, the weighted average of the REMIC I
Remittance Rates for such REMIC I Regular Interests, weighted on the basis
of
the Uncertificated Balances of each such REMIC I Regular Interest for each
such
Distribution Date and (y) with respect to REMIC I Group I Regular Interests
ending with the designation “A”, for each Distribution Date listed below, the
weighted average of the rates listed below for such REMIC I Regular Interests
listed below, weighted on the basis of the Uncertificated Balances of each
such
REMIC I Regular Interest for each such Distribution Date:
|
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
|
1
|
I-1-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
2
|
I-2-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
|
REMIC
I Remittance Rate
|
|
|
3
|
I-3-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
and I-2-A
|
REMIC
I Remittance Rate
|
|
|
4
|
I-4-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-3-A
|
REMIC
I Remittance Rate
|
|
|
5
|
I-5-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-4-A
|
REMIC
I Remittance Rate
|
|
|
6
|
I-6-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-5-A
|
REMIC
I Remittance Rate
|
|
|
7
|
I-7-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-6-A
|
REMIC
I Remittance Rate
|
|
|
8
|
I-8-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-7-A
|
REMIC
I Remittance Rate
|
|
|
9
|
I-9-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-8-A
|
REMIC
I Remittance Rate
|
|
|
10
|
I-10-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-9-A
|
REMIC
I Remittance Rate
|
|
|
11
|
I-11-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-10-A
|
REMIC
I Remittance Rate
|
|
|
12
|
I-12-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-11-A
|
REMIC
I Remittance Rate
|
|
|
13
|
I-13-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-12-A
|
REMIC
I Remittance Rate
|
|
|
14
|
I-14-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-13-A
|
REMIC
I Remittance Rate
|
|
|
15
|
I-15-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-14-A
|
REMIC
I Remittance Rate
|
|
|
16
|
I-16-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-15-A
|
REMIC
I Remittance Rate
|
|
|
17
|
I-17-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-16-A
|
REMIC
I Remittance Rate
|
|
|
18
|
I-18-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-17-A
|
REMIC
I Remittance Rate
|
|
|
19
|
I-19-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-18-A
|
REMIC
I Remittance Rate
|
|
|
20
|
I-20-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-19-A
|
REMIC
I Remittance Rate
|
|
|
21
|
I-21-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-20-A
|
REMIC
I Remittance Rate
|
|
|
22
|
I-22-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-21-A
|
REMIC
I Remittance Rate
|
|
|
23
|
I-23-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-22-A
|
REMIC
I Remittance Rate
|
|
|
24
|
I-24-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-23-A
|
REMIC
I Remittance Rate
|
|
|
25
|
I-25-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-24-A
|
REMIC
I Remittance Rate
|
|
|
26
|
I-26-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-25-A
|
REMIC
I Remittance Rate
|
|
|
27
|
I-27-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-26-A
|
REMIC
I Remittance Rate
|
|
|
28
|
I-28-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-27-A
|
REMIC
I Remittance Rate
|
|
|
29
|
I-29-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-28-A
|
REMIC
I Remittance Rate
|
|
|
30
|
I-30-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-29-A
|
REMIC
I Remittance Rate
|
|
|
31
|
I-31-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-30-A
|
REMIC
I Remittance Rate
|
|
|
32
|
I-32-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-31-A
|
REMIC
I Remittance Rate
|
|
|
33
|
I-33-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-32-A
|
REMIC
I Remittance Rate
|
|
|
34
|
I-34-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-33-A
|
REMIC
I Remittance Rate
|
|
|
35
|
I-35-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-34-A
|
REMIC
I Remittance Rate
|
|
|
36
|
I-36-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-35-A
|
REMIC
I Remittance Rate
|
|
|
37
|
I-37-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-36-A
|
REMIC
I Remittance Rate
|
|
|
38
|
I-38-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-37-A
|
REMIC
I Remittance Rate
|
|
|
39
|
I-39-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-38-A
|
REMIC
I Remittance Rate
|
|
|
40
|
I-40-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-39-A
|
REMIC
I Remittance Rate
|
|
|
41
|
I-41-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-40-A
|
REMIC
I Remittance Rate
|
|
|
42
|
I-42-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-41-A
|
REMIC
I Remittance Rate
|
|
|
43
|
I-43-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-42-A
|
REMIC
I Remittance Rate
|
|
|
44
|
I-44-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-43-A
|
REMIC
I Remittance Rate
|
|
|
45
|
I-45-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-44-A
|
REMIC
I Remittance Rate
|
|
|
46
|
I-46-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-45-A
|
REMIC
I Remittance Rate
|
|
|
47
|
I-47-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-46-A
|
REMIC
I Remittance Rate
|
|
|
48
|
I-48-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-47-A
|
REMIC
I Remittance Rate
|
|
|
49
|
I-49-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-48-A
|
REMIC
I Remittance Rate
|
|
|
50
|
I-50-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-49-A
|
REMIC
I Remittance Rate
|
|
|
51
|
I-51-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-50-A
|
REMIC
I Remittance Rate
|
|
|
52
|
I-52-A
through I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-51-A
|
REMIC
I Remittance Rate
|
|
|
53
through 57
|
I-53-A
and I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-52-A
|
REMIC
I Remittance Rate
|
|
|
58
|
I-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-53-A
|
REMIC
I Remittance Rate
|
|
|
thereafter
|
I-1-A
through I-54-A
|
REMIC
I Remittance Rate
|
With
respect to REMIC II Regular Interest LT-2GRP, a per annum rate (but not less
than zero) equal to the weighted average of: (w) with respect to REMIC I Regular
Interest II, the REMIC I Remittance Rate for each such REMIC I Regular Interest
for each such Distribution Date, (x) with respect to REMIC I Group II
Regular Interests ending with the designation “B”, the weighted average of the
REMIC I Remittance Rates for such REMIC I Regular Interests, weighted on the
basis of the Uncertificated Balances of each such REMIC I Regular Interest
for
each such Distribution Date and (y) with respect to REMIC I Group II Regular
Interests ending with the designation “A”, for each Distribution Date listed
below, the weighted average of the rates listed below for such REMIC I Regular
Interests listed below, weighted on the basis of the Uncertificated Balances
of
each such REMIC I Regular Interest for each such Distribution Date:
|
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
|
1
|
II-1-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
2
|
II-2-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
|
REMIC
I Remittance Rate
|
|
|
3
|
II-3-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
and II-2-A
|
REMIC
I Remittance Rate
|
|
|
4
|
II-4-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-3-A
|
REMIC
I Remittance Rate
|
|
|
5
|
II-5-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-4-A
|
REMIC
I Remittance Rate
|
|
|
6
|
II-6-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-5-A
|
REMIC
I Remittance Rate
|
|
|
7
|
II-7-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-6-A
|
REMIC
I Remittance Rate
|
|
|
8
|
II-8-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-7-A
|
REMIC
I Remittance Rate
|
|
|
9
|
II-9-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-8-A
|
REMIC
I Remittance Rate
|
|
|
10
|
II-10-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-9-A
|
REMIC
I Remittance Rate
|
|
|
11
|
II-11-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-10-A
|
REMIC
I Remittance Rate
|
|
|
12
|
II-12-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-11-A
|
REMIC
I Remittance Rate
|
|
|
13
|
II-13-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-12-A
|
REMIC
I Remittance Rate
|
|
|
14
|
II-14-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-13-A
|
REMIC
I Remittance Rate
|
|
|
15
|
II-15-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-14-A
|
REMIC
I Remittance Rate
|
|
|
16
|
II-16-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-15-A
|
REMIC
I Remittance Rate
|
|
|
17
|
II-17-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-16-A
|
REMIC
I Remittance Rate
|
|
|
18
|
II-18-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-17-A
|
REMIC
I Remittance Rate
|
|
|
19
|
II-19-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-18-A
|
REMIC
I Remittance Rate
|
|
|
20
|
II-20-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-19-A
|
REMIC
I Remittance Rate
|
|
|
21
|
II-21-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-20-A
|
REMIC
I Remittance Rate
|
|
|
22
|
II-22-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-21-A
|
REMIC
I Remittance Rate
|
|
|
23
|
II-23-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-22-A
|
REMIC
I Remittance Rate
|
|
|
24
|
II-24-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-23-A
|
REMIC
I Remittance Rate
|
|
|
25
|
II-25-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-24-A
|
REMIC
I Remittance Rate
|
|
|
26
|
II-26-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-25-A
|
REMIC
I Remittance Rate
|
|
|
27
|
II-27-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-26-A
|
REMIC
I Remittance Rate
|
|
|
28
|
II-28-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-27-A
|
REMIC
I Remittance Rate
|
|
|
29
|
II-29-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-28-A
|
REMIC
I Remittance Rate
|
|
|
30
|
II-30-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-29-A
|
REMIC
I Remittance Rate
|
|
|
31
|
II-31-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-30-A
|
REMIC
I Remittance Rate
|
|
|
32
|
II-32-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-31-A
|
REMIC
I Remittance Rate
|
|
|
33
|
II-33-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-32-A
|
REMIC
I Remittance Rate
|
|
|
34
|
II-34-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-33-A
|
REMIC
I Remittance Rate
|
|
|
35
|
II-35-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-34-A
|
REMIC
I Remittance Rate
|
|
|
36
|
II-36-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-35-A
|
REMIC
I Remittance Rate
|
|
|
37
|
II-37-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-36-A
|
REMIC
I Remittance Rate
|
|
|
38
|
II-38-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-37-A
|
REMIC
I Remittance Rate
|
|
|
39
|
II-39-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-38-A
|
REMIC
I Remittance Rate
|
|
|
40
|
II-40-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-39-A
|
REMIC
I Remittance Rate
|
|
|
41
|
II-41-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-40-A
|
REMIC
I Remittance Rate
|
|
|
42
|
II-42-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-41-A
|
REMIC
I Remittance Rate
|
|
|
43
|
II-43-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-42-A
|
REMIC
I Remittance Rate
|
|
|
44
|
II-44-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-43-A
|
REMIC
I Remittance Rate
|
|
|
45
|
II-45-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-44-A
|
REMIC
I Remittance Rate
|
|
|
46
|
II-46-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-45-A
|
REMIC
I Remittance Rate
|
|
|
47
|
II-47-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-46-A
|
REMIC
I Remittance Rate
|
|
|
48
|
II-48-A
and II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-47-A
|
REMIC
I Remittance Rate
|
|
|
49
|
II-49-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-48-A
|
REMIC
I Remittance Rate
|
|
|
50
|
II-50-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-49-A
|
REMIC
I Remittance Rate
|
|
|
51
|
II-51-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-50-A
|
REMIC
I Remittance Rate
|
|
|
52
|
II-52-A
through II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-51-A
|
REMIC
I Remittance Rate
|
|
|
53
through 57
|
II-53-A
and II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-52-A
|
REMIC
I Remittance Rate
|
|
|
58
|
II-54-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
Remittance
Rate
|
|
II-1-A
through II-53-A
|
REMIC
I Remittance Rate
|
|
|
thereafter
|
II-1-A
through II-54-A
|
REMIC
I Remittance Rate
|
With
respect to REMIC II Regular Interest LT-IO, the excess of (i) the Uncertificated
REMIC I Pass-Through Rates for REMIC I Regular Interests ending with the
designation “A”, over (ii) 2 multiplied by Swap LIBOR.
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 1-A-1, Class 1-A-2,
Class 2-A-1, Class 2-A-2, Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class
M-5,
Class M-6, Class M-7, Class M-8 and Class M-9 Certificates. The
portion of such 99% Voting Rights allocated to the Class 1-A-1, Class 1-A-2,
Class 2-A-1, Class 2-A-2, Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class
M-5,
Class M-6, Class M-7, Class M-8 and Class M-9 Certificates shall be allocated
based on the fraction, expressed as a percentage, the numerator of which is
the
aggregate Class Principal Balance then outstanding and the denominator of which
is the Class Principal Balance of all such Classes then
outstanding. The Class X Certificates shall be allocated 1% of the
Voting Rights; provided, however, for so long as the Class X Certificates,
or
any portion thereof, are held in a NIM Trust, the holders of the Class X
Certificates shall not be entitled to exercise any Voting Rights with respect
to
their Certificates and the Voting Rights otherwise allocable to the
Class X Certificates shall be allocated to the other Classes of Certificates
other than the Class R Certificates and Class P Certificates. Voting
Rights shall be allocated among the Certificates within each such Class in
accordance with their respective Percentage Interests. The Class P
Certificates and Class R Certificates shall have no Voting Rights.
|
|
SECTION
1.02.
|
Allocation
of Certain Interest
Shortfalls.
|
.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC I Group 1 Regular Interests for any Distribution Date, the aggregate
amount of any Prepayment Interest Shortfalls (net of any Compensating Interest
Payment) and any Relief Act Reductions incurred in respect of the Group 1 Loans
for any Distribution Date shall be allocated first, to REMIC I Regular Interest
I and to the REMIC I Group 1 Regular Interests ending with the designation
“B”,
pro rata based on, and to the extent of, one month’s interest at the then
applicable respective Uncertificated REMIC I Pass-Through Rates on the
respective Uncertificated Principal Balances of each such REMIC I Regular
Interest , and then, to REMIC I Group 1 Regular Interests ending with the
designation “A”, pro rata based on, and to the extent of, one month’s interest
at the then applicable respective Uncertificated REMIC I Pass-Through Rates
on
the respective Uncertificated Principal Balances of each such REMIC I Regular
Interest. For purposes of calculating the amount of Uncertificated
Accrued Interest for the REMIC I Group 2 Regular Interests for any Distribution
Date, the aggregate amount of any Prepayment Interest Shortfalls (net of any
Compensating Interest Payment) and any Relief Act Reductions incurred in respect
of the Group 2 Loans for any Distribution Date shall be allocated first, to
REMIC I Regular Interest I and to the REMIC I Group 2 Regular Interests ending
with the designation “B”, pro rata based on, and to the extent of, one month’s
interest at the then applicable respective Uncertificated REMIC I Pass-Through
Rates on the respective Uncertificated Principal Balances of each such REMIC
I
Regular Interest , and then, to REMIC I Group 2 Regular Interests ending with
the designation “A”, pro rata based on, and to the extent of, one month’s
interest at the then applicable respective Uncertificated REMIC I Pass-Through
Rates on the respective Uncertificated Principal Balances of each such REMIC
I
Regular Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC II Regular Interests for any Distribution Date the REMIC II Marker
Allocation Percentage of any aggregate amount of any Prepayment Interest
Shortfalls and any Relief Act Interest Shortfalls incurred in respect of the
Mortgage Loans shall be allocated among REMIC II Regular Interests ▇▇-▇▇, ▇▇-▇▇,
▇▇-▇▇▇, ▇▇-▇▇▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, LT-M-7, LT-M-8,
LT-M-9 and LT-ZZ pro rata based on, and to the extent of, one month’s interest
at the then applicable respective Uncertificated REMIC II Pass-Through Rate
on
the respective Uncertificated Principal Balance of each such REMIC II Regular
Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC II Regular Interests for any Distribution Date the REMIC II Sub WAC
Allocation Percentage of any aggregate amount of any Prepayment Interest
Shortfalls and any Relief Act Interest Shortfalls incurred in respect of the
Mortgage Loans shall be allocated among REMIC II Regular Interests LT-1SUB,
LT-1GRP, LT-2SUB, LT-2GRP and LT-XX, pro rata based on, and to the extent of,
one month’s interest at the then applicable respective Uncertificated REMIC II
Pass-Through Rate on the respective Uncertificated Principal Balance of each
such REMIC II Regular Interest.
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS;
REPRESENTATIONS
AND WARRANTIES
|
|
SECTION
2.01.
|
Conveyance
of Trust Fund.
|
(a) The
Depositor does hereby establish the CSMC Asset-Backed Trust 2007-NC1 OSI (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, 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. The parties hereto agree that it is not
intended that any mortgage loan be conveyed to the Trust that is either (i)
a
“High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective
November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico
Home Loan Protection Act effective January 1, 2004 (iii) a “High Cost Home
Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act
effective November 7, 2004 or (iv) a “High-Cost Home Loan” as defined by the
Indiana High Cost Home Loan Law effective January 1, 2005.
(b) In
connection with the transfer and assignment set forth in clause (a) above,
the
Depositor has delivered or caused to be delivered to a Custodian for the benefit
of the Certificateholders, the documents and instruments with respect to each
Mortgage Loan as assigned:
(i) (A)
the original Mortgage Note bearing all intervening endorsements and including
any riders to the Mortgage Note, endorsed “Pay to the order of ________________,
without recourse” and signed in the name of the last named endorsee by an
authorized officer or (B) with respect to any Lost Mortgage Note, a lost note
affidavit stating that the original Mortgage Note was lost or destroyed,
(together with a copy of such Mortgage Note, if available);
(ii) the
original of any guarantee executed in connection with the Mortgage Note (if
any);
(iii) for
each Mortgage Loan that is not a MERS Mortgage Loan, the original Mortgage,
with
evidence of recording thereon, or copies certified by the related recording
office or if the original Mortgage has not yet been returned from the recording
office, a copy certified by or on behalf of the Seller indicating that such
Mortgage has been delivered for recording (the return directions for the
original Mortgage should indicate, when recorded, mail to the Seller) and in
the
case of each MERS Mortgage Loan, the original Mortgage, noting the presence
of
the MIN of the related Mortgage Loan and either language indicating that the
Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan or if the
Mortgage Loan was not a MOM Loan at origination, the original Mortgage and
the
assignment thereof to MERS, with evidence of recording indicated thereon or
a
copy of the Mortgage certified by the public recording office in which such
Mortgage has been recorded;
(iv) the
originals of all assumption, modification, consolidation or extension
agreements, (or, if an original of any of these documents has not been returned
from the recording office, a copy thereof certified by or on behalf of the
Seller, the original to be delivered to the Seller forthwith after return from
such recording office) with evidence of recording thereon, if any;
(v) for
each Mortgage Loan that is not a MERS Mortgage Loan, the original Assignment
of
Mortgage as appropriate, in recordable form, for each Mortgage Loan from the
last assignee assigned in blank;
(vi) for
each Mortgage Loan that was not a MERS Mortgage Loan at its origination, the
originals of any intervening recorded Assignments of Mortgage, showing a
complete chain of assignment from origination to the last assignee, including
warehousing assignments, with evidence of recording thereon (or, if an original
intervening Assignment of Mortgage has not been returned from the recording
office, a copy thereof certified by or on behalf of the Seller, the original
to
be delivered to the Custodian forthwith after return from such recording
office);
(vii) the
original mortgage title insurance policy, or copy of title commitment (or in
appropriate jurisdictions, attorney’s opinion of title and abstract of title);
and
(viii) with
respect to a Cooperative Loan, if any, the originals of the following documents
or instruments:
(A) the
Cooperative Shares, together with the Stock Power in blank;
(B) the
executed Security Agreement;
(C) the
executed Proprietary Lease and the Assignment of Proprietary Lease to the
originator of the Cooperative Loan;
(D) the
executed Recognition Agreement;
(E) Copies
of the original UCC financing statement, and any continuation statements, filed
by the originator of such Cooperative Loan as secured party, each with evidence
of recording thereof, evidencing the interest of the originator under the
Security Agreement and the Assignment of Proprietary Lease, if any;
(F) Copies
of the filed UCC assignments or amendments of the security interest referenced
in clause (E) above showing an unbroken chain of title from the originator
to
the Trust, each with evidence of recording thereof, evidencing the interest
of
the assignee under the Security Agreement and the Assignment of Proprietary
Lease, if any;
(G) An
executed assignment of the interest of the originator in the Security Agreement,
the Assignment of Proprietary Lease and the Recognition Agreement, showing
an
unbroken chain of title from the originator to the Trust, if any;
and
(H) The
original instrument or instruments effecting any modification or amendment,
if
any.
In
addition, in connection with the assignment of any MERS Mortgage Loan, the
Seller agrees that it shall cause, at the Seller’s expense, the MERS® System to
indicate that such Mortgage Loans have been assigned by the Seller to the
Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased or substituted in accordance with this Agreement) the
information required by the MERS® System to (a) identify the Trustee and (b)
identify the series of the Certificates issued in connection with such Mortgage
Loans. On the date of the Trust Receipt and Final Certification, the
Trustee shall provide the Seller a report describing whether or not such
assignment has occurred. The Seller further agrees that it shall not,
and shall not permit a Servicer to, and each related Servicer agrees that it
shall not, alter the information referenced in this paragraph with respect
to
any Mortgage Loan during the term of this Agreement unless and until such
Mortgage Loan is repurchased or substituted in accordance with the terms of
this
Agreement.
Further,
the Servicer is authorized and empowered by the Trustee, on behalf of the
Certificateholders and the Trustee, in its own name or in the name of any Sub
Servicer, when a Servicer or any Sub Servicer, as the case may be, believes
it
appropriate in its best judgment to register any Mortgage Loan on the MERS®
System, or cause the removal from the registration of any Mortgage Loan on
the
MERS® System, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment and
other comparable instruments with respect to such assignment or re recording
of
a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns. Any costs incurred by a Servicer pursuant to
this paragraph shall be considered a Servicing Advance and shall be
reimburseable to such Servicer.
In
the
event the Depositor delivers to a Custodian certified copies of any document
or
instrument set forth in 2.01(b) because of a delay caused by the public
recording office in returning any recorded document, the Depositor shall deliver
or cause to be delivered to such Custodian, within 60 days of the Closing Date,
an Officer’s Certificate which shall (i) identify the recorded document, (ii)
state that the recorded document has not been delivered to such Custodian due
solely to a delay caused by the public recording office, and (iii) state the
amount of time generally required by the applicable recording office to record
and return a document submitted for recordation.
In
the
event that in connection with any Mortgage Loan the Depositor cannot deliver
(a)
for a Mortgage Loan that is not a MERS Mortgage Loan, the original recorded
Mortgage, (b) all interim recorded assignments or (c) the lender’s title policy
(together with all riders thereto) satisfying the requirements set forth above,
concurrently with the execution and delivery hereof because such document or
documents have not been returned from the applicable public recording office
in
the case of clause (a) or (b) above, or because the title policy has not been
delivered to the Seller or the Depositor by the applicable title insurer in
the
case of clause (c) above, the Depositor shall promptly deliver to the Custodian,
in the case of clause (a) or (b) above, such original Mortgage or such interim
assignment, as the case may be, with evidence of recording indicated thereon
upon receipt thereof from the public recording office, or a copy thereof,
certified, if appropriate, by the relevant recording office and, in the case
of
clause (c) above, any title policy upon receipt from the applicable title
insurer.
(c) As
promptly as practicable subsequent to such transfer and assignment, and in
any
event, within thirty (30) days thereafter, DLJMC shall, at its expense, (i)
affix or cause to be affixed the Trustee’s name to each Assignment of Mortgage,
as the assignee thereof, (ii) cause such assignment to be in proper form for
recording in the appropriate public office for real property records within
thirty (30) days after receipt thereof and (iii) cause to be delivered for
recording in the appropriate public office for real property records the
assignments of the Mortgages to the Trustee, except that, with respect to any
assignment of a Mortgage as to which DLJMC has not received the information
required to prepare such assignment in recordable form, DLJMC’s obligation to do
so and to deliver the same for such recording shall be as soon as practicable
after receipt of such information and in any event within thirty (30) days
after
the receipt thereof, and DLJMC need not cause to be recorded any assignment
which relates to a Mortgage Loan in any jurisdiction under the laws of which,
as
evidenced by an Opinion of Counsel delivered by the Depositor (at the
Depositor’s expense) to the Trustee and DLJMC, acceptable to the Rating
Agencies, the recordation of such assignment is not necessary to protect the
Trustee’s and the Certificateholders’ interest in the related Mortgage
Loan.
(d) If
any original Mortgage Note referred to in Section 2.01(b)(i) above cannot be
located, the obligations of the Depositor to deliver such documents shall be
deemed to be satisfied upon delivery to the Custodian of a photocopy of such
Mortgage Note, if available, with a lost note affidavit and
indemnity. If any of the original Mortgage Notes for which a lost
note affidavit and indemnity was delivered to the Custodian is subsequently
located, such original Mortgage Note shall be delivered to such Custodian within
three (3) Business Days.
(e) As
set forth in the Standard Terms.
(f) As
set forth in the Standard Terms.
(g) As
set forth in the Standard Terms.
(h) Not
applicable.
(i) Not
applicable.
(j) As
set forth in the Standard Terms.
(k) As
set forth in the Standard Terms.
|
|
SECTION
2.02.
|
Acceptance
by the Trustee.
|
(a) Pursuant
to the Custodial Agreement, the Custodian agrees to execute and deliver on
the
Closing Date to the Depositor and the Trustee a Trust Receipt and Initial
Certification in the form annexed to the Custodial Agreement as Exhibit
1. Based on its review and examination, and only as to the documents
identified in such Trust Receipt and Initial Certification, the Custodian
acknowledges that such documents appear regular on their face and relate to
such
Mortgage Loan. The Custodian shall be under no duty or obligation to
inspect, review or examine said documents, instruments, certificates or other
papers to determine that the same are genuine, enforceable or appropriate for
the represented purpose or that they have actually been recorded in the real
estate records or that they are other than what they purport to be on their
face.
Pursuant
to the Custodial Agreement, not later than 90 days after the Closing Date,
the
Custodian shall deliver to the Depositor and the Trustee a Trust Receipt and
Final Certification in the form annexed to the Custodial Agreement as Exhibit
2,
with any applicable exceptions noted thereon.
Based
solely upon the Trust Receipt and Initial Certification received from the
Custodian, and subject to the provisions of Section 2.01 and any exceptions
noted on an exception report described in the next paragraph below, the Trustee
acknowledges receipt of the documents referred to in Section 2.01 above and
declares that it holds and shall hold such documents and the other documents
delivered to it constituting the Mortgage File, and that it holds or shall
hold
all such assets and such other assets included in the definition of the Trust
Fund in trust for the exclusive use and benefit of all present and future
Certificateholders.
If,
in
the course of such review and in accordance with the Custodial Agreement, the
Custodian finds any document constituting a part of a Mortgage File which does
not meet the requirements of Section 2.01, the Custodian shall list such as
an
exception in the Trust Receipt and Final Certification pursuant to the Custodial
Agreement; provided, however, that the Custodian shall not make any
determination as to whether (i) any endorsement is sufficient to transfer all
right, title and interest of the party so endorsing, as noteholder or assignee
thereof, in and to that Mortgage Note or (ii) any assignment is in recordable
form or is sufficient to effect the assignment of and transfer to the assignee
thereof under the mortgage to which the assignment relates.
The
Seller shall promptly correct or cure such defect within 90 days from the date
it was so notified of such defect and, if the Seller does not correct or cure
such defect within such period and such defect materially and adversely affects
the interests of Certificateholders in the related Mortgage Loan, the Seller
shall either (a) substitute for the related Mortgage Loan a Qualified Substitute
Mortgage Loan, which substitution shall be accomplished in the manner and
subject to the conditions set forth in Section 2.03, or (b) repurchase such
Mortgage Loan within 90 days from the date that the Seller was notified of
such
defect in writing at the Purchase Price of such Mortgage Loan; or such longer
period not to exceed 720 days from the Closing Date if the substitution or
repurchase of a Mortgage Loan pursuant to this provision is required by reason
of a delay in delivery of any documents by the appropriate recording office
or
title insurer, as applicable; provided, however, that the Seller shall have
no
liability for recording any Assignment of Mortgage in favor of the Trustee,
and
provided, further, that the Seller shall not be obligated to repurchase or
cure
any Mortgage Loan solely as a result of any other party’s failure to record such
Assignment of Mortgage. The Custodian, in accordance with the
Custodial Agreement, shall deliver to each Rating Agency written notice, which
may be an exception report, within 270 days from the Closing Date indicating
each Mortgage Loan (a) for which a mortgage or assignment of mortgage required
to be recorded hereunder has not been returned by the appropriate recording
office or (b) as to which there is a dispute as to location or status of such
Mortgage Loan. Thereafter, upon request of the Depositor, the Trustee
or a Rating Agency, the Custodian shall deliver an updated exception
report. In connection with any such substitution pursuant to clause
(a) of the first sentence of this paragraph, the Custodian shall deliver an
updated exception report. Any such substitution pursuant to clause
(a) of the first sentence of this paragraph shall shall not be effected prior
to
the delivery to the Trustee of (1) the Opinion of Counsel required by Section
2.05 hereof, and (2) a Request for Release substantially in the form of Exhibit
3 to the Custodial Agreement. No substitution is permitted to be made
in any calendar month after the Determination Date for such
month. The Purchase Price for any such Mortgage Loan shall be
remitted by the Seller to the Servicer for deposit in the Collection Account
on
or prior to the Business Day immediately preceding such Distribution Date in
the
month following the month during which the Seller became obligated hereunder
to
repurchase or replace such Mortgage Loan. Upon receipt of such
remittance, the Servicer shall deliver a Request for Release with respect
thereto substantially in the form of Exhibit 3 to the Custodial Agreement,
with
a copy to the Trustee, and upon receipt of such Request for Release, the
Custodian shall release the related Mortgage File held for the benefit of the
Certificateholders to the Seller, and the Trustee shall execute and deliver
at
the Seller’s direction such instruments of transfer or assignment prepared by
the Seller, in each case without recourse, as shall be necessary to transfer
title from the Trustee to the Seller.
If
pursuant to the preceding paragraph the Seller repurchases a Mortgage Loan
that
is a MERS Mortgage Loan, the Servicer shall, at the Seller’s expense, either (i)
cause MERS to execute and deliver an Assignment of Mortgage in recordable form
to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage
to be removed from registration on the MERS® System in accordance with MERS’
rules and regulations or (ii) cause MERS to designate on the MERS® System the
Seller as the beneficial holder of such Mortgage Loan.
(b) Not
Applicable.
(c) As
set forth in the Standard Terms.
(d) As
set forth in the Standard Terms.
(e) Notwithstanding
anything to the contrary contained herein, the parties hereto acknowledge that
the functions with respect to the custody, acceptance, inspection,
receipt and release of the Mortgage Files and other documentation
pursuant to Sections 2.01, 2.02 and 2.03 and preparation and delivery of the
acknowledgements of receipt and the certifications required under such sections
shall be performed by the Custodian pursuant to the terms and conditions of
the
Custodial Agreement.
|
|
SECTION
2.03.
|
Representations
and Warranties of the Seller and
Servicer.
|
(a) Each
of DLJMC, in its capacity as a Seller, SPS, in its capacity as Servicer and
Ocwen, in its capacity as Servicer, in each case hereby makes the
representations and warranties set forth in Schedules IIA, IIB and IIC hereto,
respectively, and by this reference incorporated herein, to the Depositor and
the Trustee, as of the Closing Date, or if so specified therein, as of the
Cut
off Date or such other date as may be specified.
(b) As
set forth in the Standard Terms.
(c) Upon
discovery by any of the parties hereto of a breach of a representation or
warranty made pursuant to Section 2.03(b) that materially and adversely affects
the interests of the Certificateholders in any Mortgage Loan, the party
discovering such breach shall give prompt notice thereof to the other
parties. The Seller hereby covenants that within 90 days of the
earlier of its discovery or its receipt of written notice from any party of
a
breach of any representation or warranty made by it pursuant to Section 2.03(b)
which materially and adversely affects the interests of the Certificateholders
in any Mortgage Loan sold by the Seller to the Trust, it shall cure such breach
in all material respects, and if such breach is not so cured, shall, (i) if
such
90 day period expires prior to the second anniversary of the Closing Date,
remove such Mortgage Loan (a “Deleted Mortgage Loan”) from the Trust Fund and
substitute in its place a Qualified Substitute Mortgage Loan, in the manner
and
subject to the conditions set forth in this Section 2.03; or (ii) repurchase
the
affected Mortgage Loan or Mortgage Loans at the Purchase Price in the manner
set
forth below; provided, however, that any such substitution pursuant to (i)
above
shall not be effected prior to the delivery to the Trustee of the Opinion of
Counsel required by Section 2.05 hereof, if any, and any such substitution
pursuant to (i) above shall not be effected prior to the additional delivery
from the Servicer to the Trustee and the Custodian of a Request for Release
substantially in the form of Exhibit 3 to the Custodial Agreement relating
to
the Deleted Mortgage Loan and the Mortgage File for any such Qualified
Substitute Mortgage Loan. In connection with the breach of representation and
warranty (xxv) set forth in Schedule III hereto, the Seller shall remit the
amount of the Prepayment Premium to the Servicer for deposit in the Collection
Account on or before the Business Day immediately preceding the Distribution
Date in the month following the month during which the Seller became obligated
hereunder to remit such Prepayment Premium. The Seller shall promptly
reimburse the Trustee, any Special Servicer and the Servicer (if the Servicer
is
not the Seller of such Mortgage Loan) for any actual out of pocket expenses
reasonably incurred by the Trustee, any Special Servicer and the Servicer (if
the Servicer is not the Seller of such Mortgage Loan) in respect of enforcing
the remedies for such breach. With respect to any representation and
warranties described in this Section 2.03 which are made to the best of the
Seller’s knowledge if it is discovered by any of the Depositor, the Seller, the
Servicer, any Special Servicer or the Trustee that the substance of such
representation and warranty is inaccurate and such inaccuracy materially and
adversely affects the value of the related Mortgage Loan or the interests of
the
Certificateholders therein, notwithstanding the Seller’s lack of knowledge with
respect to the substance of such representation or warranty, such inaccuracy
shall be deemed a breach of the applicable representation or
warranty.
With
respect to any Qualified Substitute Mortgage Loan or Loans, the Seller shall
deliver to the Custodian for the benefit of the Certificateholders the Mortgage
Note, the Mortgage, the related assignment of the Mortgage, and such other
documents and agreements as are required by Section 2.01(b), with the Mortgage
Note endorsed and the Mortgage assigned as required by Section
2.01. No substitution is permitted to be made in any calendar month
after the Determination Date for such month. Scheduled Payments due
with respect to Qualified Substitute Mortgage Loans in the month of substitution
shall not be part of the Trust Fund and shall be retained by the Seller on
the
next succeeding Distribution Date. For the month of substitution,
distributions to Certificateholders will include the monthly payment due on
any
Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled
to retain all amounts received in respect of such Deleted Mortgage
Loan. The Seller shall amend the Mortgage Loan Schedule for the
benefit of the Certificateholders to reflect the removal of such Deleted
Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan
or
Loans and the Seller shall deliver the amended Mortgage Loan Schedule to the
Trustee and the Servicer. Upon such substitution, the Qualified
Substitute Mortgage Loan or Loans shall be subject to the terms of this
Agreement in all respects, and the Seller shall be deemed to have made with
respect to such Qualified Substitute Mortgage Loan or Loans, as of the date
of
substitution, the representations and warranties made pursuant to Section
2.03(b) with respect to such Mortgage Loan. Upon any such
substitution and the deposit to the Collection Account of the amount required
to
be deposited therein in connection with such substitution as described in the
following paragraph, the Trustee shall instruct the Custodian to release the
Mortgage File held for the benefit of the Certificateholders relating to such
Deleted Mortgage Loan to the Seller and the Trustee shall execute and deliver
at
the Seller’s direction such instruments of transfer or assignment prepared by
the Seller, in each case without recourse, as shall be necessary to vest title
in the Seller, or its designee, the Trustee’s interest in any Deleted Mortgage
Loan substituted for pursuant to this Section 2.03.
For
any
month in which the Seller substitutes one or more Qualified Substitute Mortgage
Loans for one or more Deleted Mortgage Loans, the Trustee shall determine the
amount (if any) by which the aggregate principal balance of all such Qualified
Substitute Mortgage Loans as of the date of substitution is less than the
aggregate Stated Principal Balance of all such Deleted Mortgage Loans (after
application of the scheduled principal portion of the monthly payments due
in
the month of substitution). The amount of such shortage (the
“Substitution Adjustment Amount”) plus an amount equal to the aggregate of any
unreimbursed Advances, Servicing Advances and unpaid Servicing Fees with respect
to such Deleted Mortgage Loans shall be remitted to the Servicer for deposit
in
the Collection Account by the Seller on or before the Business Day immediately
preceding the Distribution Date in the month succeeding the calendar month
during which the related Mortgage Loan became required to be repurchased or
replaced hereunder. Upon receipt of such remittance, the Servicer
shall deliver a Request for Release with respect thereto substantially in the
form of Exhibit 3 to the Custodial Agreement to the Custodian, with a copy
to
the Trustee.
One
or
more mortgage loans may be substituted for one or more Deleted Mortgage
Loans. The determination of whether a mortgage loan is a Qualified
Substitute Mortgage Loan may be satisfied on an individual
basis. Alternatively, if more than one mortgage loan is to be
substituted for one or more Deleted Mortgage Loans, the characteristics of
such
mortgage loans and Deleted Mortgage Loans shall be aggregated or calculated
on a
weighted average basis, as applicable, in determining whether such mortgage
loans are Qualified Substitute Mortgage Loans.
In
the
event that the Seller shall be required to repurchase a Mortgage Loan pursuant
to this Agreement, the Purchase Price therefor shall be remitted to the Servicer
for deposit in the Collection Account on or before the Business Day immediately
preceding the Distribution Date in the month following the month during which
the Seller became obligated hereunder to repurchase or replace such Mortgage
Loan. Upon receipt of such remittance of the Purchase Price, the
Servicer shall deliver a Request for Release with respect thereto substantially
in the form of Exhibit 3 to the Custodial Agreement to the Custodian, with
a
copy to the Trustee, and upon receipt of such Request for Release, the Custodian
shall release the related Mortgage File held for the benefit of the
Certificateholders to such Person, and the Trustee shall execute and deliver
at
such Person’s direction such instruments of transfer or assignment prepared by
such Person, in each case without recourse, as shall be necessary to transfer
title from the Trustee. It is understood and agreed that the
obligation under this Agreement of any Person to cure, repurchase or substitute
any Mortgage Loan as to which a breach has occurred and is continuing shall
constitute the sole remedy against such Persons respecting such breach available
to Certificateholders, the Depositor or the Trustee on their
behalf.
The
representations and warranties made pursuant to this Section 2.03 shall survive
delivery of the respective Mortgage Files to the Trustee or the Custodian for
the benefit of the Certificateholders.
Notwithstanding
the foregoing, the substitution of a Deleted Mortgage Loan or the repurchase
of
a Mortgage Loan by the Seller shall be subject to, and shall in no way adversely
affect, the rights of the owner of the servicing rights related to such Deleted
Mortgage Loan or Mortgage Loan, as applicable.
|
|
SECTION
2.04.
|
Representations
and Warranties of the Depositor as to the Mortgage
Loans.
|
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.
|
The
Preliminary Statement sets forth the designations and “latest possible maturity
date” for federal income tax purposes of all interests created hereby. The
“Startup Day” for purposes of the REMIC Provisions shall be the Closing Date.
The “tax matters person” with respect to each REMIC hereunder other than REMIC I
shall be the holder of the Class R Certificate. The tax matters
person with respect to REMIC I shall be the holder of the Class R
Certificate. The Trustee on behalf of the holders of the Class R
Certificates shall act as agent for the “tax matters person”. By its
acceptance of a Class R Certificate, each holder thereof shall have agreed
to
such appointment and shall have consented to the appointment of the Trustee
as
its agent to act on behalf of each REMIC pursuant to the specific duties
outlined herein. Each REMIC’s fiscal year shall be the calendar
year.
The
Trustee shall treat the beneficial owners of Certificates (other than the Class
P, Class X and Class R Certificates) as having entered into a notional principal
contract with respect to the beneficial owners of the Class X
Certificates. Pursuant to each such notional principal contract, all
beneficial owners of Offered Certificates (other than the Residual Certificates)
shall be treated as having agreed to pay, on each Distribution Date, to the
beneficial owners of the Class X Certificates an aggregate amount equal to
the
excess, if any, of (i) the amount payable on such Distribution Date on the
interest in REMIC III and REMIC IV to each Class of Corresponding Certificates
over (ii) the amount payable on such Class of Certificates on such Distribution
Date (such excess, a “Class I Shortfall”). A Class I Shortfall
payable from interest collections shall be allocated pro rata among such
Certificates based on the amount of interest otherwise payable to such
Certificates, such interest being determined by substituting the REMIC Maximum
Rate for the applicable Net Funds Cap in the definition of Pass-Through Rate
for
such Class of Certificates, and a Class I Shortfall payable from principal
collections shall be allocated to the most subordinate Class of Certificates
with an outstanding principal balance to the extent of such
balance. In addition, pursuant to such notional principal contract,
the beneficial owner of the Class X Certificates shall be treated as having
agreed to pay Basis Risk Shortfalls to the Owners of the Offered Certificates
(other than the Residual Certificates) in accordance with the terms of this
Agreement. Any payments to the Certificates in light of the foregoing
shall not be payments with respect to a “regular interest” in a REMIC within the
meaning of Code Section 860G(a)(1). However, any payment from the
Certificates of a Class I Shortfall shall be treated for tax purposes as having
been received by the beneficial owners of such Certificates in respect of their
Interests in REMIC III or REMIC IV and as having been paid by such beneficial
owners to the Supplemental Interest Trust pursuant to the notional principal
contract. Thus, each Certificate (other than a Class P and Class R
Certificate) shall be treated as representing not only ownership of regular
interests in the REMIC, but also ownership of an interest in (and obligations
with respect to) a notional principal contract. For tax purposes, the
notional principal contract shall be deemed to have a value in favor of the
Certificates entitled to receive Basis Risk Shortfalls of $10,000.00 as of
the
Closing Date.
Notwithstanding
the priority and sources of payments set forth in Article IV hereof or
otherwise, the Trustee shall account for all distributions on the Certificates
as set forth in this Section 2.07. In no event shall any payments of
Basis Risk Shortfalls provided for in this Section 2.07 be treated as payments
with respect to a “regular interest” in a REMIC within the meaning of Code
Section 860G(a)(1).
The
Trustee, the Servicer and the Holders of Certificates shall take any action
or
cause any REMIC to take any action necessary to create or maintain the status
of
each REMIC as a REMIC under the REMIC Provisions and shall assist each other
as
necessary to create or maintain such status. None of the Trustee, the
Servicer nor the Holder of any Residual Certificate shall knowingly take any
action, cause any REMIC created hereunder to take any action or fail to take
(or
fail to cause to be taken) any action that, under the REMIC Provisions, if
taken
or not taken, as the case may be, could (i) endanger the status of any REMIC
as
a REMIC or (ii) result in the imposition of a tax upon any 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 on Section 860G(d)
of the Code) (either such event, an “Adverse REMIC Event”) unless the Trustee
and the Servicer 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.
Each
Holder of a Residual Certificate shall pay when due any and all taxes imposed
on
each REMIC created hereunder by federal or state governmental
authorities. To the extent that such Trust taxes are not paid by a
Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes
out
of current or future amounts otherwise distributable to the Holder of the
Residual Certificate in the REMICs or, if no such amounts are available, out
of
other amounts held in the Distribution Account, and shall reduce amounts
otherwise payable to Holders of regular interests in the related
REMIC.
The
Trustee 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.
The
Trustee will apply for an Employee Identification Number from the Internal
Revenue Service via a Form SS-4 or other acceptable method for all tax
entities.
|
|
SECTION
2.08.
|
Covenants
of the Servicer.
|
(a) The
Servicer, severally and not jointly, hereby covenants to the Depositor and
the
Trustee as follows:
(i) The
Servicer shall comply in the performance of its obligations under this Agreement
in all material respects with all reasonable rules and requirements of the
insurer under each Mortgage Guaranty Insurance Policy; and
(ii) No
written information, certificate of an officer, statement furnished in writing
or written report delivered to the Depositor, any affiliate of the Depositor
or
the Trustee and prepared by the Servicer pursuant to this Agreement shall
contain any untrue statement of a material fact.
(b) The
Servicer hereby agrees to indemnify the Trust Fund, the Depositor and the
Trustee for losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
imposed on or incurred by the Trust Fund, the Depositor or the Trustee, as
a
result of a breach of the Servicer’s, as applicable, covenants set forth above
in Section 2.08(a).
|
|
SECTION
2.09.
|
Conveyance
of REMIC Regular Interests and Acceptance of REMIC I, REMIC II,
REMIC III
and REMIC IV by the Trustee; Issuance of
Certificates.
|
(a) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
I Regular Interests for the benefit of the Holder of the REMIC II Regular
Interests and the Holders of the Class R-2 Interest. The Trustee acknowledges
receipt of the REMIC I Regular Interests (each of which is uncertificated)
and
declares that it holds and will hold the same in trust for the exclusive use
and
benefit of the Holders of the REMIC II Regular Interests and Holder of the
Class
R-2 Interest. The interests evidenced by the Class R-2 Interest, together with
the REMIC II Regular Interests, constitute the entire beneficial ownership
interest in REMIC II.
(b) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
II Regular Interests for the benefit of the Holders of the Regular Certificates,
the Class IO Interest and the Class R-3 Interest. The Trustee
acknowledges receipt of the REMIC II Regular Interests (each of which is
uncertificated) and declares that it holds and will hold the same in trust
for
the exclusive use and benefit of the Holders of the Regular Certificates, the
Class IO Interest and of the Class R-3 Interest. The interests evidenced by
the
Class R-3 Interest, together with the Regular Certificates and the Class IO
Interest, constitute the entire beneficial ownership interest in REMIC
III.
(c) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
1-A Interest for the benefit of the Holders of the Class 1-A-1 Certificates
and
the Class 1-A-2 Certificates and the Class R-4 Interest. The Trustee
acknowledges receipt of the Class 1-A Interest and declares that it holds and
will hold the same in trust for the exclusive use and benefit of the Holders
of
the Class 1-A-1 Certificates and the Class 1-A-2 Certificates and of the Class
R-4 Interest. The interests evidenced by the Class R-4 Interest, together with
the Class 1-A-1 Certificates and the Class 1-A-2 Certificates constitute the
entire beneficial ownership interest in REMIC IV.
(d) In
exchange for the REMIC II Regular Interests and the Class 1-A Interest and,
concurrently with the assignment to the Trustee thereof, pursuant to the written
request of the Depositor executed by an officer of the Depositor, the Trustee
has executed, authenticated and delivered to or upon the order of the Depositor,
the Regular Certificates in authorized denominations.
(e) Concurrently
with (i) the assignment and delivery to the Trustee of REMIC I (including the
Residual Interest therein represented by the Class R-1 Interest) and the
acceptance by the Trustee thereof, pursuant to Section 2.01, Section 2.02 and
Section 2.09(a); (ii) the assignment and delivery to the Trustee of REMIC II
(including the Residual Interest therein represented by the Class R-2 Interest)
and the acceptance by the Trustee thereof, pursuant to Section 2.09(b); (iii)
the assignment and delivery to the Trustee of REMIC III (including the Residual
Interest therein represented by the Class R-3 Interest) and the acceptance
by
the Trustee thereof, pursuant to Section 2.09(d); (iv) the assignment and
delivery to the Trustee of REMIC IV (including the Residual Interest therein
represented by the Class R-4 Interest) and the acceptance by the Trustee
thereof, pursuant to Section 2.09(e) and the acceptance by the Trustee thereof,
pursuant to Section 2.09(e), the Trustee, pursuant to the written request of
the
Depositor executed by an officer of the Depositor, has executed, authenticated
and delivered to or upon the order of the Depositor, the Regular Certificates
and the Class R Certificates in authorized denominations evidencing the Class
R-1 Interest, the Class R-2 Interest, the Class R-3 Interest and the Class
R-4
Interest.
ARTICLE
III
ADMINISTRATION
AND SERVICING
OF
MORTGAGE LOANS
|
|
SECTION
3.01.
|
Servicer
to Service Mortgage
Loans.
|
As
set
forth in Section 3.01 of the Standard Terms.
|
|
SECTION
3.02.
|
Subservicing;
Enforcement of the Obligations of
Sub-Servicers.
|
As
set
forth in Section 3.02 of the Standard Terms.
|
|
SECTION
3.03.
|
[Reserved].
|
|
|
SECTION
3.04.
|
Trustee
to Act as Servicer.
|
In
the
event that the Servicer shall for any reason no longer be a Servicer hereunder
(including by reason of an Event of Default), then the Trustee or its successor
shall thereupon assume all of the rights and obligations of the Servicer
hereunder arising thereafter (except that the Trustee shall not be
(i) liable for losses of the Servicer pursuant to Section 3.09 hereof
or any acts or omissions of the related predecessor of the Servicer hereunder,
(ii) obligated to make Advances if it is prohibited from doing so by
applicable law, (iii) obligated to effectuate repurchases or substitutions
of Mortgage Loans hereunder including, but not limited to, repurchases or
substitutions of Mortgage Loans pursuant to Section 2.02, 2.03 or 3.17
hereof or (iv) deemed to have made any representations and warranties of
the Servicer hereunder); (v) be obligated to perform any obligation of the
Servicer under Article XIII with respect to any period of time during which
the
Trustee was not acting as Servicer). Any such assumption shall be
subject to Section 8.02 hereof. Notwithstanding the foregoing,
if the Trustee has become the successor to the Servicer hereunder, the Trustee
may, if it shall be unwilling to so act, or shall, if it is unable to so act,
appoint, or petition a court of competent jurisdiction to appoint, any
established mortgage loan servicing institution, the appointment of which does
not adversely affect the then-current rating of the Certificates, as the
successor to the Servicer hereunder in the assumption of all or any part of
the
responsibilities, duties or liabilities of the Servicer, as applicable,
provided that such successor to the Servicer, as applicable, shall not be
deemed to have made any representation or warranty as to any Mortgage Loan
made
by the Servicer.
The
Servicer shall, upon request of the Trustee, but at the expense of the Servicer,
deliver to the assuming party all documents and records relating to each
Subservicing Agreement or substitute Subservicing Agreement and the Mortgage
Loans then being serviced thereunder and hereunder by the Servicer and an
accounting of amounts collected or held by it and otherwise use its best efforts
to effect the orderly and efficient transfer of the Subservicing Agreement
or
substitute Subservicing Agreement to the assuming party.
|
|
SECTION
3.05.
|
Collection
of Mortgage Loans; Collection Accounts; Certificate
Account.
|
(a) Continuously
from the date hereof until the principal and interest on all Mortgage Loans
have
been paid in full or such Mortgage Loans have become Liquidated Mortgage Loans,
each Servicer shall proceed in accordance with Accepted Servicing Practices
to
collect all payments due under each of the related Mortgage Loans when the
same
shall become due and payable to the extent consistent with this Agreement and
the terms and provisions of any related Mortgage Guaranty Insurance Policy
and
shall take special care with respect to the Mortgage Loans for which the
Servicer collects escrow payments in ascertaining and estimating Escrow Payments
and all other charges that will become due and payable with respect to the
Mortgage Loans and the related Mortgaged Properties, to the end that the
installments payable by the related Mortgagors will be sufficient to pay such
charges as and when they become due and payable. Consistent with the foregoing,
the Servicer may in its discretion extend the Due Dates for payments due on
a
Mortgage Note for a period not greater than 180 days; provided, however, that
the Servicer can extend the maturity of any such Mortgage Loan past the date
on
which the final payment is due on the latest maturing Mortgage Loan as of the
Cut off Date. In the event of any such arrangement, the Servicer
shall make Advances on the Mortgage Loans in accordance with the provisions
of
Section 5.01 during the scheduled period in accordance with the amortization
schedule of such Mortgage Loan without modification thereof by reason of such
arrangements. The Servicer shall not be required to institute or join in
litigation with respect to collection of any payment (whether under a Mortgage,
Mortgage Note or otherwise or against any public or governmental authority
with
respect to a taking or condemnation) if it reasonably believes that enforcing
the provision of the Mortgage or other instrument pursuant to which such payment
is required is prohibited by applicable law.
In
instances when a Mortgage Loan is in default or default is reasonably
foreseeable (within the meaning of the REMIC Provisions), and if in the
Servicer’s determination, in accordance with Accepted Servicing Practices, such
modification is not materially adverse to the interests of the
Certificateholders (taking into account any estimated Realized Loss that might
result absent such action), the related Servicer may modify the terms of such
Mortgage Loan to (1) capitalize to the outstanding principal balance of such
Mortgage Loan unpaid principal and interest and other amounts owing under such
Mortgage Loan and, without duplication, unreimbursed Advances, unreimbursed
Servicing Advances, unpaid Servicing Fees and related amounts due to the related
Servicer; (2) defer such amounts to a balloon payment due on the final payment
date of such Mortgage Loan; (3) extend the maturity of any such Mortgage Loan,
but in no instance past the date on which the final payment is due on the latest
maturing Mortgage Loan in the related Loan Group as of the Cut off Date; (4)
reduce the related Mortgage Rate; (5) accept less than the outstanding principal
balance as satisfaction of such Mortgage Loan; (6) convert an adjustable rate
Mortgage Loan to a fixed rate Mortgage Loan; and/or (7) reduce the outstanding
principal balance and/or unpaid interest and other amounts owing under such
Mortgage Loan.
(b) As
set forth in the Standard Terms.
(c) As
set forth in the Standard Terms.
(d) On
or prior to the Closing Date, the Trustee shall establish and maintain, on
behalf of the Certificateholders, the Certificate Account. The
Trustee shall, promptly upon receipt, deposit in the Certificate Account and
retain therein the following:
(i) pursuant
to Section 3.08(a)(ix), the aggregate amount remitted by the Servicer
to the Trustee;
(ii) any
amount deposited by the Servicer or the Trustee pursuant to
Section 3.05(e) in connection with any losses on Eligible
Investments;
(iii) any
other amounts deposited hereunder which are required to be deposited in the
Certificate Account.
In
the
event that the Servicer shall remit to the Trustee any amount not required
to be
remitted, the Servicer may at any time direct the Trustee to withdraw such
amount from the Certificate Account, any provision herein to the contrary
notwithstanding. Such direction may be accomplished by delivering an
Officer’s Certificate to the Trustee which describes the amounts deposited in
error in the Certificate Account. All funds deposited in the
Certificate Account shall be held by the Trustee in trust for the
Certificateholders until disbursed in accordance with this Agreement or
withdrawn in accordance with Section 3.08(b). In no event shall
the Trustee incur liability for withdrawals from the Certificate Account at
the
direction of the Servicer.
(e) Each
institution at which a Collection Account or the Certificate Account is
maintained shall either hold such funds on deposit uninvested or shall invest
the funds therein as directed in writing by the Servicer or the Trustee,
respectively, in Eligible Investments, which shall mature not later than
(i) in the case of a Collection Account, the Cash Remittance Date and
(ii) in the case of the Certificate Account or a Capitalized Interest
Account, the Business Day immediately preceding the Distribution Date, or on
the
Distribution Date, with respect to Eligible Investments invested with an
affiliate of the Trustee. All income and gain net of any losses
realized from any such balances or investment of funds on deposit in a
Collection Account shall be for the benefit of the Servicer as servicing
compensation and shall be remitted to it monthly as provided
herein. The amount of any realized losses in a Collection Account
incurred in any such account in respect of any such investments shall promptly
be deposited by the Servicer (from its own funds) in the Collection
Account. The Trustee shall not be liable for the amount of any loss
incurred in respect of any investment or lack of investment of funds held in
a
Collection Account and made in accordance with this Section 3.05. All
income and gain net of any losses realized from any such investment of funds
on
deposit in the Certificate Account shall be for the benefit of the Trustee
as
compensation and shall be remitted to it monthly as provided
herein. The amount of any realized losses in the Certificate Account
incurred in any such account in respect of any such investments shall promptly
be deposited by the Trustee (from its own funds) in the Certificate
Account.
(f) As
set forth in the Standard Terms.
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|
SECTION
3.06.
|
Establishment
of and Deposits to Escrow Accounts; Permitted Withdrawals from Escrow
Accounts; Payments of Taxes, Insurance and Other
Charges.
|
As
set
forth in Section 3.06 of the Standard Terms.
|
|
SECTION
3.07.
|
Access
to Certain Documentation and Information Regarding the Mortgage Loans;
Inspections.
|
As
set
forth in Section 3.07 of the Standard Terms.
|
|
SECTION
3.08.
|
Permitted
Withdrawals from the Collection Accounts and Certificate
Account.
|
(a) The
Servicer may from time to time make withdrawals from the Collection Account
for
the following purposes:
(i) to
pay to the Servicer (to the extent not previously retained by the Servicer)
the
servicing compensation to which it is entitled pursuant to Section 3.14,
and to pay to the Servicer, as additional servicing compensation, earnings
on or
investment income with respect to funds in or credited to such Collection
Account;
(ii) to
reimburse the Servicer for unreimbursed Advances made by it, such right of
reimbursement pursuant to this subclause (ii) being limited to amounts
received on the Mortgage Loan(s) in respect of which any such Advance was made
(including without limitation, late recoveries of payments, Liquidation Proceeds
and Insurance Proceeds to the extent received by the Servicer);
(iii) to
reimburse the Servicer for any Nonrecoverable Advance previously made or any
amount expended pursuant to Section 3.11(a);
(iv) to
reimburse the Servicer for (A) unreimbursed Servicing Advances or the Servicer’s
right to reimbursement pursuant to this clause (A) with respect to any Mortgage
Loan being limited to amounts received on such Mortgage Loan which represent
late payments of principal and/or interest (including, without limitation,
Liquidation Proceeds and Insurance Proceeds with respect to such Mortgage Loan)
respecting which any such advance was made and (B) for unpaid Servicing Fees
as
provided in Section 3.11 hereof;
(v) to
pay to the purchaser, with respect to each Mortgage Loan or property acquired
in
respect thereof that has been purchased pursuant to Section 2.02, 2.03 or
3.11, all amounts received thereon after the date of such purchase;
(vi) to
make any payments required to be made pursuant to Section 2.07
(g);
(vii) to
reimburse the Seller, the Servicer or the Depositor for expenses incurred by
any
of them and reimbursable pursuant to Section 7.03 hereof;
(viii) to
withdraw any amount deposited in such Collection Account and not required to
be
deposited therein;
(ix) on
the Cash Remittance Date, to withdraw the amount required to make payments
to
the Certificateholders as set forth herein (including amounts in respect of
any
Purchase Price relating to the purchases of Mortgage Loans pursuant to Sections
2.02, 2.03 or 3.17 received during the related Repurchase Period) and shall
remit the aggregate of such amounts to the Trustee for deposit in the
Certificate Account;
(x) with
respect to each Mortgage Loan covered by a Lender Paid Mortgage Guaranty
Insurance Policy, to effect timely payment of the related premiums on such
Mortgage Guaranty Insurance Policy, as applicable, pursuant to
Section 3.09(c), to the extent not deducted by the Servicer prior to
deposit into the applicable Collection Account pursuant to
Section 3.05(c);
(xi) notwithstanding
anything to the contrary herein, to reimburse the Servicer for any unreimbursed
Advances or Servicing Advances to the extent of funds held in the Collection
Account for future distribution that were not required to make payments to
the
Certificateholders for such Distribution Date (provided that such amounts must
be deposited into the Collection Account prior to the next Cash Remittance
Date
on which such amounts are to be used to make payments to the Certificateholders
for the related Distribution Date);
(xii) to
the extent not previously reimbursed pursuant to this Agreement, the Servicer
may reimburse itself from amounts in the Collection Account to reimburse itself
for litigation expenses incurred in connection with performing its servicing
duties hereunder, subject to the Servicer’s indemnification obligations under
this Agreement;
(xiii) to
clear and terminate such Collection Account upon termination of this Agreement
pursuant to Section 11.01 hereof; and
(xiv) to
reimburse the Servicer for any Capitalization Reimbursement Amounts not
previously reimbursed.
The
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Collection Account pursuant to such subclauses (i), (ii), (iv) and
(v). Prior to making any withdrawal from a Collection Account
pursuant to subclause (iii) for reimbursement of a Nonrecoverable Advance,
the Servicer shall deliver to the Trustee a certificate of a Servicing Officer
indicating the amount of any previous Advance or Servicing Advance determined
by
the Servicer to be a Nonrecoverable Advance and identifying the related Mortgage
Loans(s), and their respective portions of such Nonrecoverable
Advance. In connection with the payment of a Purchase Price, if the
Servicer is not required to remit unreimbursed Advances and Servicing Advances
as specified in the definition of Purchase Price, the Servicer shall be deemed
to have been reimbursed for such amount.
If
the
Servicer fails to remit to the Trustee for distribution to the
Certificateholders any payment, including any Advance to be made by the Servicer
on a Cash Remittance Date (without regard to any grace period), the Servicer
shall pay to the Trustee, for the account of the Trustee, interest on such
late
remittance from and including the Cash Remittance Date to but excluding the
date
on which such remittance is made, at an annual rate equal to the Federal Funds
Rate plus one percentage point (but in no event greater than the maximum
permitted by law).
(b) The
Trustee shall withdraw funds from the Certificate Account for distributions
to
Certificateholders, in the manner specified in this Agreement (and to withhold
from the amounts so withdrawn, the amount of any taxes that it is authorized
to
withhold pursuant to Section 2.07). In addition, the Trustee may
from time to time make withdrawals from the Certificate Account for the
following purposes:
(i) to
pay to itself any investment income earned for the related Distribution Date,
and to pay to itself or any Custodian any other amounts (including any
indemnification amounts) to which it or any Custodian is entitled to
reimbursement or payment under the terms of this Agreement or the Custodial
Agreement;
(ii) to
withdraw and return to itself or the Servicer for deposit to the applicable
Collection Account any amount deposited in the Certificate Account and not
required to be deposited therein; and
(iii) to
clear and terminate the Certificate Account upon termination of the Agreement
pursuant to Section 11.01 hereof.
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|
SECTION
3.09.
|
Maintenance
of Hazard Insurance; Mortgage Impairment Insurance and Mortgage Guaranty
Insurance Policy; Claims; Restoration of Mortgaged
Property.
|
(a) The
Servicer shall cause to be maintained for each related Mortgage Loan hazard
insurance such that all buildings upon the related Mortgaged Property are
insured by a generally acceptable insurer rated either: “V” or better in the
current Best’s Key Rating Guide (“Best’s”) or acceptable to FNMA or FHLMC
against loss by fire, hazards of extended coverage and such other hazards as
are
customary in the area where the related Mortgaged Property is located, in an
amount which is at least equal to the lesser of (i) the replacement value
of the improvements securing such Mortgage Loan and (ii) the greater of (A)
the outstanding principal balance of such Mortgage Loan and (B) an amount such
that the proceeds of such policy shall be sufficient to prevent the Mortgagor
and/or the mortgagee from becoming a co insurer.
If
upon
origination of the Mortgage Loan, the related Mortgaged Property was located
in
an area identified in the Federal Register by the Federal Emergency Management
Agency as having special flood hazards (and such flood insurance has been made
available), the Servicer shall cause a flood insurance policy to be maintained
with respect to such Mortgage Loan. Such policy shall meet the
requirements of the current guidelines of the Federal Insurance Administration
and be in an amount representing coverage equal to the lesser of (i) the
minimum amount required, under the terms of coverage, to compensate for any
damage or loss on a replacement cost basis (or the unpaid principal balance
of
the mortgage if replacement cost coverage is not available for the type of
building insured) and (ii) the maximum amount of insurance which is
available under the Flood Disaster Protection Act of 1973, as
amended.
If
a
Mortgage related to a Mortgage Loan is secured by a unit in a condominium
project, the Servicer shall verify that the coverage required of the owner’s
association, including hazard, flood, liability, and fidelity coverage, is
being
maintained in accordance with the requirements of the Servicer for mortgage
loans that it services on its own account.
The
Servicer shall cause to be maintained on each Mortgaged Property related to
a
Mortgage Loan such other additional special hazard insurance as may be required
pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance, or pursuant to the
requirements of any Mortgage Guaranty Insurance Policy insurer, or as may be
required to conform with Accepted Servicing Practices to the extent permitted
by
the Mortgage Note, the Mortgage or applicable law provided that the Servicer
shall not be required to bear the cost of such insurance.
All
policies required hereunder shall name the Servicer as loss payee and shall
be
endorsed with standard or union mortgagee clauses, without contribution, which
shall provide for prior written notice of any cancellation, reduction in amount
or material change in coverage.
The
Servicer shall not interfere with the Mortgagor’s freedom of choice at the
origination of such Mortgage Loan in selecting either his insurance carrier
or
agent, provided, however, that the Servicer shall not accept any
such insurance policies from insurance companies unless such companies are
rated: B:III or better in Best’s or acceptable to FNMA or FHLMC and are licensed
to do business in the jurisdiction in which the Mortgaged Property is located.
The Servicer shall determine that such policies provide sufficient risk coverage
and amounts, that they insure the property owner, and that they properly
describe the property address.
Pursuant
to Section 3.05, any amounts collected by the Servicer under any such
policies (other than amounts to be deposited in the related Escrow Account
and
applied to the restoration or repair of the related Mortgaged Property, or
property acquired in liquidation of the Mortgage Loan, or to be released to
the
Mortgagor, in accordance with the Servicer’s normal servicing procedures) shall
be deposited in the Collection Account (subject to withdrawal pursuant to
Section 3.08(a)).
Any
cost
incurred by the Servicer in maintaining any such insurance shall not, for the
purpose of calculating monthly distributions to the Certificateholders or
remittances to the Trustee for their benefit, be added to the principal balance
of the Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so
permit; provided, however, that the limitations contained in this
sentence shall not apply to modifications made pursuant to
Section 3.05(a). Such costs shall constitute a Servicing Advance
and will be reimbursable to the Servicer to the extent permitted by
Section 3.08 hereof. It is understood and agreed that no
earthquake or other additional insurance is to be required of any Mortgagor
related to a Mortgage Loan or maintained on property acquired in respect of
a
Mortgage related to a Mortgage Loan other than pursuant to such applicable
laws
and regulations as shall at any time be in force and as shall require such
additional insurance.
(b) In
the event that the Servicer shall obtain and maintain a blanket policy insuring
against losses arising from fire and hazards covered under extended coverage
on
all of the related Mortgage Loans, then, to the extent such policy provides
coverage in an amount equal to the amount required pursuant to
Section 3.09(a) and otherwise complies with all other requirements of
Section 3.09(a), it shall conclusively be deemed to have satisfied its
obligations as set forth in Section 3.09(a). Any amounts
collected by the Servicer under any such policy relating to a Mortgage Loan
shall be deposited in the Collection Account subject to withdrawal pursuant
to
Section 3.08(a). Such policy may contain a deductible clause, in
which case, in the event that there shall not have been maintained on the
related Mortgaged Property a policy complying with Section 3.09(a), and
there shall have been a loss which would have been covered by such policy,
the
Servicer shall deposit in the Collection Account at the time of such loss the
amount not otherwise payable under the blanket policy because of such deductible
clause, such amount to be deposited from the Servicer’s funds, without
reimbursement therefor. Upon request of the Trustee, the Servicer
shall cause to be delivered to the Trustee a certified true copy of such policy
and a statement from the insurer thereunder that such policy shall in no event
be terminated or materially modified without 30 days’ prior written notice
to the Trustee. In connection with its activities as Servicer of the
related Mortgage Loans, the Servicer agrees to present, on behalf of itself,
the
Depositor, and the Trustee for the benefit of the Certificateholders, claims
under any such blanket policy.
(c) As
set forth in the Standard Terms.
(d) As
set forth in the Standard Terms.
(e) As
set forth in the Standard Terms.
(f) With
respect to any Mortgage Loan, if the Trustee is named as an additional loss
payee, the Servicer is hereby empowered to endorse any loss draft issued in
respect of such a claim in the name of the Trustee.
|
|
SECTION
3.10.
|
Enforcement
of Due on Sale Clauses; Assumption
Agreements.
|
As
set
forth in Section 3.10 of the Standard Terms.
|
|
SECTION
3.11.
|
Realization
Upon Defaulted Mortgage Loans.
|
(a) As
set forth in the Standard Terms.
(b) As
set forth in the Standard Terms.
(c) As
set forth in the Standard Terms.
(d) The
decision of the Servicer to foreclose on a defaulted Mortgage Loan shall be
subject to a determination by the Servicer that the proceeds of such foreclosure
would exceed the costs and expenses of bringing such a proceeding; provided
that
with respect to any second-lien Mortgage Loan, the Servicer may charge off
such
Mortgage Loan at the time such Mortgage Loan becomes 180 days delinquent (unless
the Servicer anticipates future recoveries on such Mortgage Loan) and such
Mortgage Loan shall be treated as a Liquidated Mortgage Loan. Once a
Mortgage Loan that is 180 days delinquent has been charged off, the Servicer
will discontinue making Servicing Advances and the the Servicer will not be
entitled to accrue additional servicing fees (except as provided
below). Any charged off second-lien Mortgage Loan shall be released
from the Trust Fund to the Holder of the Class X Certificates at the time such
Mortgage Loan becomes 360 days delinquent. Any mortgage loan that is
180 days delinquent that is charged off may continue to be serviced by the
Servicer for the certificateholders using specialized collection procedures
(including foreclosure, if appropriate). The Servicer shall be
entitled to servicing fees or reimbursement of expenses in connection with
such
second-lien Mortgage Loans serviced using specialized collection procedures
after the date of charge off, but only to the extent of funds available from
the
aggregate amount of Recoveries on all such second-lien Mortgage
Loans. Prior to the release of a charged off second-lien Mortgage
Loan to the Holder of the Class X Certificates, any Recovery on such Mortgage
Loan shall be applied as described in this Agreement. The income
earned from the management of any REO Properties, net of reimbursement to such
Servicer for expenses incurred (including any property or other taxes) in
connection with such management and net of applicable accrued and unpaid
Servicing Fees, and unreimbursed Advances and Servicing Advances, shall be
applied to the payment of principal of and interest on the related defaulted
Mortgage Loans (with interest accruing as though such Mortgage Loans were still
current) and all such income shall be deemed, for all purposes in this
Agreement, to be payments on account of principal and interest on the related
Mortgage Notes and shall be deposited into the related Collection
Account. To the extent the net income received during any calendar
month is in excess of the amount attributable to amortizing principal and
accrued interest at the related Mortgage Rate on the related Mortgage Loan
for
such calendar month, such excess shall be considered to be a partial prepayment
of principal of the related Mortgage Loan.
(e) As
set forth in the Standard Terms.
|
|
SECTION
3.12.
|
Trustee
to Cooperate; Release of Mortgage
Files.
|
As
set
forth in Section 3.12 of the Standard Terms.
|
|
SECTION
3.13.
|
Documents,
Records and Funds in Possession of the Servicer to be Held for the
Trust.
|
Notwithstanding
any other provisions of this Agreement, the Servicer shall transmit to the
Custodian, as required by this Agreement all documents and instruments in
respect of a Mortgage Loan coming into the possession of the Servicer from
time
to time required to be delivered to the Trustee, or such Custodian on its
behalf, pursuant to the terms hereof and shall account fully to the Trustee
for
any funds received by the Servicer or which otherwise are collected by the
Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
Mortgage Loan. All Mortgage Files and funds collected or held by, or
under the control of, the Servicer in respect of any Mortgage Loans, whether
from the collection of principal and interest payments or from Liquidation
Proceeds, including but not limited to, any funds on deposit in a Collection
Account, shall be held by the Servicer for and on behalf of the Trust or the
Trustee and shall be and remain the sole and exclusive property of the Trust,
subject to the applicable provisions of this Agreement. The Servicer
also agrees that it shall not create, incur or subject any Mortgage File or
any
funds that are deposited in the Collection Account, Certificate Account or
any
related Escrow Account, or any funds that otherwise are or may become due or
payable to the Trust or the Trustee for the benefit of the Certificateholders,
to any claim, lien, security interest, judgment, levy, writ of attachment or
other encumbrance, or assert by legal action or otherwise any claim or right
of
setoff against any Mortgage File or any funds collected on, or in connection
with, a Mortgage Loan, except, however, that the Servicer shall be entitled
to
set off against and deduct from any such funds any amounts that are properly
due
and payable to the Servicer under this Agreement.
SECTION
3.14. Servicing
Fee.
(a) As
compensation for its services hereunder, the Servicer shall be entitled to
withdraw from the applicable Collection Account or to retain from interest
payments on the related Mortgage Loans, the amount of its Servicing Fee, for
each Mortgage Loan serviced by it, less any amounts in respect of its Servicing
Fee, as applicable, payable by the Servicer pursuant to
Section 3.05(c)(vi). The Servicing Fee for the Servicer is limited to, and
payable solely from, the interest portion of such Scheduled Payments collected
by the Servicer or as otherwise provided in Section 3.08(a). In
connection with the servicing of any Special Serviced Mortgage Loan, any Special
Servicer shall receive the Servicing Fee for such Special Serviced Mortgage
Loan
as its compensation and Ancillary Income with respect to Special Serviced
Mortgage Loans.
(b) With
respect to each Mortgage Loan, additional servicing compensation in the form
of
Ancillary Income and Excess Proceeds shall be retained by the Servicer and
additional servicing compensation in the form of Payoff Interest, to the extent
not required to make payments in respect of Compensating Interest Payments,
shall be retained by the Servicer. The Servicer shall be required to
pay all expenses incurred by it in connection with its servicing activities
hereunder (including the payment of any expenses incurred in connection with
any
Subservicing Agreement entered into pursuant to Section 3.02 and the
payment of any premiums for insurance required pursuant to Section 3.16)
and shall not be entitled to reimbursement thereof except as specifically
provided for in this Agreement.
(c) Not
applicable.
SECTION
3.15. Access
to Certain Documentation.
Upon
reasonable advance notice in writing for any review requiring on-site access
or
upon reasonable notice for any other type of access, the Servicer shall provide
to the Depositor and the Trustee certain reports and reasonable access to
information and documentation regarding the Mortgage Loans sufficient to permit
any Certificateholder to comply with applicable regulations of the OTS, the
FDIC
or other regulatory authorities with respect to investment in the Certificates;
provided, that the Servicer shall be entitled to be reimbursed by each
such Certificateholder for actual expenses incurred in providing such reports
and access. Nothing in this Section 3.15 shall limit the
obligation of the Servicer to observe any applicable law prohibiting disclosure
of information regarding the Mortgagors and the failure of the Servicer to
provide access as provided in this Section 3.15 or Section 3.07 as a
result of such obligation shall not constitute a breach of this
Section 3.15 or Section 3.07. Nothing in this
Section 3.15 shall require the Servicer to collect, create, collate or
otherwise generate any information that it does not generate in its usual course
of business.
SECTION
3.16. Maintenance
of Fidelity Bond and Errors and Omissions Insurance.
The
Servicer shall maintain with responsible companies, at its own expense, a
blanket Fidelity Bond and an Errors and Omissions Insurance Policy, with broad
coverage on all officers, employees or other persons acting in any capacity
requiring such persons to handle funds, money, documents or papers relating
to
the Mortgage Loans (“Servicer Employees”). Any such Fidelity Bond and Errors and
Omissions Insurance Policy shall be in the form of the Mortgage Banker’s Blanket
Bond and shall protect and insure the Servicer against losses, including
forgery, theft, embezzlement, fraud, errors and omissions and negligent acts
of
the Servicer Employees. Such Fidelity Bond and Errors and Omissions Insurance
Policy also shall protect and insure the Servicer against losses in connection
with the release or satisfaction of a related Mortgage Loan without having
obtained payment in full of the indebtedness secured thereby. No
provision of this Section 3.16 requiring such Fidelity Bond and Errors and
Omissions Insurance Policy shall diminish or relieve the Servicer from its
duties and obligations as set forth in this Agreement. The minimum
coverage under any such bond and insurance policy shall be at least equal to
the
corresponding amounts required by FNMA, unless the Servicer has obtained a
waiver of such requirement. Upon the request of the Trustee, the Servicer shall
cause to be delivered to the Trustee a certificate of insurance of the insurer
and the surety including a statement from the surety and the insurer that such
fidelity bond and insurance policy shall in no event be terminated or materially
modified without 30 days’ prior written notice to the Trustee.
SECTION
3.17. Special
Serviced Mortgage Loans; Repurchase of Certain Mortgage Loans.
(a) The
Holder of the largest Percentage Interest of Class X Certificates may, at its
discretion, appoint a Special Servicer; provided, that any such successor
Special Servicer shall meet all the requirements of the Servicer under this
Agreement and shall comply in all respects with the provisions of this Agreement
applicable to the Servicer. The Class X Certificateholder shall
notify the Trustee and the Depositor upon the appointment of a Special Servicer
and the Trustee shall notify the Servicer of such appointment.
The
Class
X Certificateholder shall not appoint a Special Servicer under the terms of
this
Agreement with respect to any Mortgage Loans unless:
(i) such
Special Servicer first agrees in writing with the Class X Certificateholder
to
deliver an Annual Statement of Compliance in such manner and at such times
as
required by Section 13.02 of this Agreement; and
(ii) such
Special Servicer first agrees in writing with the Class X Certificateholder
to
deliver an Assessment of Compliance and an Accountant’s Attestation in such
manner and at such times as required by Section 13.03(a) of this Agreement;
and
(iii) such
Special Servicer agrees to indemnify and hold harmless each of the Depositor
and
the Trustee and each Person, if any, who “controls” the Depositor or the Trustee
within the meaning of the Securities Act and their respective officers,
directors and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses that such Person may sustain arising out of third
party claims based on (i) the failure of such Special Servicer to deliver or
cause to be delivered when required any Annual Statement of Compliance,
Assessment of Compliance or Accountant’s Attestation required pursuant to
Sections 13.02 and 13.03(a), or (ii) any material misstatement or omission
contained in any Annual Statement of Compliance or Assessment of Compliance
provided pursuant to Sections 13.02 and 13.03(a).
(b) The
majority Class X Certificateholder may (but is not obligated to) direct any
Special Servicer to assume the servicing from the Servicer (a “Transferring
Servicer”) of any Mortgage Loan 90 days or more delinquent under the “MBA”
method. Such Special Servicer shall thereupon assume all of the
rights and obligations of the Transferring Servicer, as Servicer, hereunder
arising thereafter and the Transferring Servicer shall have no further rights
or
obligations, as Servicer, hereunder with respect to such Mortgage Loan (except
that such Special Servicer shall not be (i) liable for losses of the
Transferring Servicer pursuant to Section 3.10 hereof or for any acts or
omissions of the Transferring Servicer hereunder prior to the servicing transfer
date, (ii) obligated to effectuate repurchases or substitutions of Mortgage
Loans hereunder including, but not limited to, repurchases or substitutions
of
Mortgage Loans pursuant to Section 2.02 or 2.03 hereof or (iii) deemed to have
made any representations and warranties of the Transferring Servicer
hereunder). Upon the transfer of the servicing of any such Mortgage
Loan to a Special Servicer, such Special Servicer shall be entitled to the
applicable Servicing Fee and other compensation accruing after the servicing
transfer date with respect to such Mortgage Loans pursuant to Section
3.15.
In
connection with the transfer of the servicing of any Mortgage Loan to a Special
Servicer, the Transferring Servicer, at such Special Servicer’s expense, shall
deliver to such Special Servicer all documents and records relating to such
Mortgage Loans and an accounting of amounts collected or held by it and
otherwise use its best efforts to effect the orderly and efficient transfer
of
the servicing to such Special Servicer. On the servicing transfer
date, such Special Servicer shall reimburse the Transferring Servicer for all
unreimbursed Advances, Servicing Advances and Servicing Fees relating to the
Mortgage Loans for which the servicing is being transferred. A
Special Servicer shall be entitled to be reimbursed pursuant to Section 3.09
or
otherwise pursuant to this Agreement for all such Advances, Servicing Advances
and Servicing Fees paid by the Transferring Servicer pursuant to this Section
3.17. In addition, a Special Servicer shall notify the Trustee of
such transfer and the effective date of such transfer, and amend the Mortgage
Loan Schedule to reflect that such Mortgage Loans are Special Serviced Mortgage
▇▇▇▇▇.▇▇ set forth in the Standard Terms.
(c) The
majority Class X Certificateholder, may (but is not obligated to) purchase
from
the Trust Fund, (a) any Mortgage Loan that is delinquent under the “MBA” method
in payment 90 or more days for the purpose of loss mitigation or (b) any
Mortgage Loan with respect to which there has been initiated legal action or
other proceedings for the foreclosure of the related Mortgaged Property either
judicially or non-judicially. Any such purchase shall be made by such
Certificateholder at a price equal to the Purchase Price for such Mortgage
Loan.
SECTION
3.18. [Reserved].
SECTION
3.19. Notification
of Adjustments.
With
respect to each Mortgage Loan, the Servicer shall adjust the Mortgage Rate
on
the related Adjustment Date in compliance with the requirements of applicable
law and the related Mortgage and Mortgage Note. The Servicer shall
execute and deliver any and all necessary notices required under applicable
law
and the terms of the related Mortgage Note and Mortgage regarding the Mortgage
Rate adjustments. Upon the discovery by the Servicer or the receipt
of notice from the Trustee that the Servicer has failed to adjust a Mortgage
Rate in accordance with the terms of the related Mortgage Note, the Servicer
shall immediately deposit in the Certificate Account from its own funds the
amount of any interest loss or deferral caused the Trustee thereby.
SECTION
3.20. [Reserved].
SECTION
3.21. Prepayment
Premiums.
(a) Notwithstanding
anything in this Agreement to the contrary, in the event of a Principal
Prepayment, the Servicer may not waive any Prepayment Premium or portion thereof
required by the terms of the related Mortgage Note unless (i) the related
Mortgage Loan is in default or foreseeable default and such waiver (a) is
standard and customary in servicing mortgage loans similar to the Mortgage
Loans
and (b) would, in the reasonable judgment of the Servicer, maximize
recovery of total proceeds taking into account the value of such Prepayment
Premium and the related Mortgage Loan, (ii) (A) the enforceability thereof
is limited (1) by bankruptcy, insolvency, moratorium, receivership, or other
similar law relating to creditors’ rights generally or (2) due to acceleration
in connection with a foreclosure or other involuntary payment, or (B) the
enforceability is otherwise limited or prohibited by applicable law,
(iii) the enforceability would be considered “predatory” pursuant to
written guidelines issued by any applicable federal, state or local authority
having jurisdiction over such matters, (iv) the Servicer is unable to
locate documentation sufficient to allow it to confirm the existence and amount
of such Prepayment Premium after using commercially reasonable efforts to locate
such documentation, which efforts shall include, but are not limited to, seeking
such documentation from the Depositor, the Seller, the Custodian and from its
own records or files, (v) the related Mortgaged Property has been damaged such
that the current value of the Mortgaged Property has been reduced by at least
half as a result of a natural disaster or other insured or uninsured peril,
and
the borrower has elected to pay the loan in full rather than rebuild the
Mortgaged Property, or (vi) with respect to SPS Serviced Mortgage Loans, SPS
may
waive Prepayment Premiums in connection with any refinancing of such Mortgage
Loans by SPS or an affiliate thereof. For the avoidance of doubt, the
Servicer may waive an Prepayment Premium in connection with a short sale or
short payoff on a defaulted Mortgage Loan. If an applicable Servicer
has waived all or a portion of an Prepayment Premium relating to a Principal
Prepayment, other than as provided above, such Servicer shall deliver to the
Trustee no later than the next succeeding Cash Remittance Date, for deposit
into
the Certificate Account, the amount of such Prepayment Premium (or such portion
thereof as had been waived) for distribution in accordance with the terms of
this Agreement, and if the Servicer fails to deliver such amount, any of the
Trustee or the Seller may enforce such obligation of the Servicer to make such
payment. If the Servicer has waived all or a portion of an Prepayment
Premium for any reason, it shall include such information, including the reason
for such waiver, in any monthly reports it provides, and the Servicer shall
notify the Trustee of such waiver. Notwithstanding any provision in
this Agreement to the contrary, in the event the Prepayment Premium payable
under the terms of the related Mortgage Note is less than the amount of the
Prepayment Premium set forth in the Mortgage Loan Schedule or other
information provided to the Servicer, the Servicer shall not have any liability
or obligation with respect to such difference.
(b) [Reserved].
(c) As
set forth in the Standard Terms.
SECTION
3.22. Advance
Facility and Pledge of Servicing Rights.
(a) The
Servicer is hereby authorized to enter into a financing or other facility (any
such arrangement, an “Advance Facility”) under which (1) the Servicer assigns or
pledges to another Person (an “Advancing Person”) the Servicer’s rights under
this Agreement to be reimbursed for any Advances or Servicing Advances and/or
(2) an Advancing Person agrees to fund some or all Advances and/or Servicing
Advances required to be made by the Servicer pursuant to this
Agreement. No consent of the Trustee, Certificateholders or any other
party is required before the Servicer may enter into an Advance Facility;
provided, however, that the consent of the Trustee shall be required before
the
Servicer may cause to be outstanding at one time more than one Advance Facility
with respect to Advances or more than one Advance Facility with respect to
Servicing Advances. Notwithstanding the existence of any Advance
Facility under which an Advancing Person agrees to fund Advances and/or
Servicing Advances on the Servicer’s behalf, the Servicer shall remain obligated
pursuant to this Agreement to make Advances and Servicing Advances pursuant
to
and as required by this Agreement, and shall not be relieved of such obligations
by virtue of such Advance Facility. If each the Servicer enters into
an Advance Facility, and for so long as an Advancing Person remains entitled
to
receive reimbursement for any Advances or Servicing Advances outstanding and
previously unreimbursed pursuant to this Agreement, then the Servicer shall
identify amounts collected that would otherwise be retained by the Servicer
to
reimburse it for previously unreimbursed Advances (“Advance Reimbursement
Amounts”) and/or previously unreimbursed Servicing Advances (“Servicing Advance
Reimbursement Amounts” and together with Advance Reimbursement Amounts,
“Reimbursement Amounts”) (in each case to the extent such type of Reimbursement
Amount is included in the Advance Facility) as such amounts are received,
consistently with the reimbursement rights set forth in this Agreement, and
shall remit such Reimbursement Amounts in accordance with the documentation
establishing the Advance Facility to such Advancing Person or to a trustee,
agent or custodian (an “Advance Facility Trustee”) designated by such Advancing
Person. Notwithstanding the foregoing, if so required pursuant to the
terms of the Advance Facility, the Servicer may direct the Trustee to, and
if so
directed the Trustee is hereby authorized to and shall, pay to the Advancing
Person or the Advance Facility Trustee the Reimbursement Amounts identified
pursuant to the preceding sentence. Notwithstanding anything to the
contrary herein, in no event shall Advance Reimbursement Amounts or Servicing
Advance Reimbursement Amounts be included in Interest Remittance Amounts or
Principal Remittance Amounts or distributed to
Certificateholders. The Servicer making an election to remit
Reimbursement Amounts to the Trustee shall report to the Trustee the portions
of
the Reimbursement Amounts that consist of Advance Reimbursement Amounts and
Servicing Advance Reimbursement Amounts, respectively.
(b) If
the Servicer enters into an Advance Facility and makes the election to remit
Reimbursement Amounts to the Trustee as described in Section 3.22(a), the
Servicer and the related Advancing Person shall deliver to the Trustee a written
notice and payment instruction (an “Advance Facility Notice”), providing the
Trustee with written payment instructions as to where to remit Advance
Reimbursement Amounts and/or Servicing Advance Reimbursement Amounts (each
to
the extent such type of Reimbursement Amount is included within the Advance
Facility) on subsequent Distribution Dates. The payment instruction
shall require the applicable Reimbursement Amounts to be distributed to the
Advancing Person or to an Advance Facility Trustee designated in the Advance
Facility Notice. An Advance Facility Notice may only be terminated by
the joint written direction of the Servicer and the related Advancing Person
(and any related Advance Facility Trustee); provided, however, that the
provisions of this Section 3.22 shall cease to be applicable when all Advances
and Servicing Advances funded by an Advancing Person, and when all Advances
and
Servicing Advances (the rights to be reimbursed for which have been assigned
or
pledged to an Advancing Person), have been repaid to the related Advancing
Person in full.
(c) Reimbursement
Amounts shall consist solely of amounts in respect of Advances and/or Servicing
Advances made with respect to the Mortgage Loans for which the Servicer would
be
permitted to reimburse itself in accordance with Sections 3.07(d)(ii) and
3.09(a)(ii), (iii) and (iv) hereof, assuming the Servicer had made the related
Advance(s) and/or Servicing Advance(s). Notwithstanding the
foregoing, no Person shall be entitled to reimbursement from funds held in
the
Collection Account for future distribution to Certificateholders pursuant to
the
provisions of Section 4.01. The Trustee shall not have any duty or
liability with respect to the calculation of any Reimbursement Amount and,
if
the Servicer has elected to remit Reimbursement Amounts to the Trustee, shall
be
entitled to rely without independent investigation on the Advance Facility
Notice and on the Servicer’s report of the amount of Advance Reimbursement
Amounts and Servicing Advance Reimbursement Amounts that were included in the
remittance from the Servicer to the Trustee pursuant to Section 3.09(a)(viii)
or
(ix). The Servicer shall maintain and provide to any successor
Servicer a detailed accounting on a loan-by-loan basis as to amounts advanced
by, pledged or assigned to, and reimbursed to any Advancing
Person. The successor Servicer shall be entitled to rely on any such
information provided by the predecessor Servicer, and the successor Servicer
shall not be liable for any errors in such information.
(d) An
Advancing Person who receives an assignment or pledge of the rights to be
reimbursed for Advances and/or Servicing Advances, and/or whose obligations
hereunder are limited to the funding of Advances and/or Servicing Advances
shall
not be required to meet the criteria for qualification of a Sub-Servicer set
forth in Section 3.02 hereof.
(e) Reimbursement
Amounts distributed with respect to each Mortgage Loan shall be allocated to
outstanding unreimbursed Advances or Servicing Advances (as the case may be)
made with respect to that Mortgage Loan on a “first-in, first-out” (FIFO)
basis. The Servicer entering into an Advance Facility shall provide
to the related Advancing Person or Advance Facility Trustee loan-by-loan
information with respect to each Reimbursement Amount remitted to such Advancing
Person or Advance Facility Trustee on each Distribution Date or otherwise,
to
enable the Advancing Person or Advance Facility Trustee to make the FIFO
allocation of each Reimbursement Amount with respect to each Mortgage
Loan. The Servicer shall remain entitled to be reimbursed by the
Advancing Person or Advance Facility Trustee for all Advances and Servicing
Advances funded by the Servicer to the extent the related rights to be
reimbursed therefor have not been assigned or pledged to an Advancing
Person.
(f) The
Servicer who enters into an Advance Facility shall indemnify the Trustee, the
Trust and any successor Servicer, as applicable, from and against any claims,
losses, liabilities or damages resulting from any claim by the related Advancing
Person, except to the extent that such claim, loss, liability or damage resulted
from or arose out of negligence, recklessness or willful misconduct on the
part
of the Trustee or the successor Servicer, or failure by the successor Servicer
or the Trustee to remit funds as required by this Agreement or the commission
of
an act or omission to act by the successor Servicer or the Trustee, and the
passage of any applicable cure or grace period, such that an Event of Default
under this Agreement occurs or such entity is subject to termination for cause
under this Agreement.
(g) Any
amendment to this Section 3.22 or to any other provision of this Agreement
that
may be necessary or appropriate to effect the terms of an Advance Facility
as
described generally in this Section 3.22, including amendments to add provisions
relating to a successor Servicer, may be entered into by the Trustee, the Seller
and the Servicer without the consent of any Certificateholder, notwithstanding
anything to the contrary in Section 11.01 of or elsewhere in this
Agreement.
(h) Notwithstanding
anything to the contrary herein, the Servicer may pledge or assign as collateral
all its rights, title and interest under this Agreement to a lender (the
“Servicing Rights Lender”) and allow such Servicing Rights Lender (i) to cause
the transfer of servicing to a successor Servicer that meets the successor
servicer requirements if the Servicer defaults under its agreements with the
Servicing Rights Lender and (ii) upon an Event of Default and receipt of notice
of termination by the Servicer, the Servicing Rights Lender may direct the
Servicer or its designee to appoint a successor Servicer pursuant to the
provisions, and subject to the conditions set forth in Section 8.02 regarding
the Servicer’s appointment of a successor Servicer, provided,
that: (i) the Servicing Rights Lender’s rights are subject to this
Agreement; and (ii) the Servicer shall remain subject to termination as servicer
under this Agreement pursuant to the terms hereof.
ARTICLE
IV
PAYMENTS
AND STATEMENTS TO CERTIFICATEHOLDERS
SECTION
4.01. Priorities
of Distribution.
(a) On
each Distribution Date, the Trustee shall distribute the Interest Remittance
Amount for both Loan Groups for such date in the following order of priority;
provided, however, that distributions made pursuant to subclause (iii) below
will be made on the related Swap Payment Date to the extent such distributions
are available to be made on such Distribution Date:
(i) from
the Interest Remittance Amount for Loan Group 2, to the Trustee, the Trustee
Fee
for such Distribution Date;
(ii) from
the Interest Remittance Amount for Loan Group 1, to the Trustee, any Trustee
Fee
remaining unpaid after giving effect to clause (i);
(iii) from
the Interest Remittance Amount for Loan Group 1 and Loan Group 2, to the
Supplemental Interest Account, pro rata based on the Interest Remittance Amount
for each Loan Group, any Net Swap Payment and Swap Termination Payment (unless
the Swap Counterparty is the Defaulting Party or the sole Affected Party (as
defined in the ISDA Master Agreement)) owed to the Swap
Counterparty;
(iv) from
the Interest Remittance Amount for Loan Group 1 and Loan Group 2, to the Senior
Certificates, pro rata based on amounts due, Current Interest and any
Carryforward Interest for such Class and such Distribution Date, applied in
accordance with the allocation rules set forth in (b) below;
(v) first,
from the Interest Remittance Amount for Loan Group 2 and then from the from
the
Interest Remittance Amount for Loan Group 1, to the Class M-1 Certificates,
Current Interest and any Carryforward Interest for such Class and such
Distribution Date;
(vi) first,
from the Interest Remittance Amount for Loan Group 2 and then from the Interest
Remittance Amount for Loan Group 1, to the Class M-2 Certificates, Current
Interest and any Carryforward Interest for such Class and such Distribution
Date;
(vii) first,
from the Interest Remittance Amount for Loan Group 2 and then from the Interest
Remittance Amount for Loan Group 1, to the Class M-3 Certificates, Current
Interest and any Carryforward Interest for such Class and such Distribution
Date;
(viii) first,
from the Interest Remittance Amount for Loan Group 2 and then from the Interest
Remittance Amount for Loan Group 1, to the Class M-4 Certificates, Current
Interest and any Carryforward Interest for such Class and such Distribution
Date;
(ix) first,
from the Interest Remittance Amount for Loan Group 2 and then from the Interest
Remittance Amount for Loan Group 1, to the Class M-5 Certificates, Current
Interest and any Carryforward Interest for such Class and such Distribution
Date;
(x) first,
from the Interest Remittance Amount for Loan Group 2 and then from the Interest
Remittance Amount for Loan Group 1, to the Class M-6 Certificates, Current
Interest and any Carryforward Interest for such Class and such Distribution
Date;
(xi) first,
from the Interest Remittance Amount for Loan Group 2 and then from the Interest
Remittance Amount for Loan Group 1, to the Class M-7 Certificates, Current
Interest and any Carryforward Interest for such Class and such Distribution
Date;
(xii) first,
from the Interest Remittance Amount for Loan Group 2 and then from the Interest
Remittance Amount for Loan Group 1, to the Class M-8 Certificates, Current
Interest and any Carryforward Interest for such Class and such Distribution
Date;
(xiii) first,
from the Interest Remittance Amount for Loan Group 2 and then from the Interest
Remittance Amount for Loan Group 1, to the Class M-9 Certificates, Current
Interest and any Carryforward Interest for such Class and such Distribution
Date; and
(xiv) for
application as part of Monthly Excess Cashflow for such Distribution Date,
as
provided in Section 4.01(e), any such Interest Remittance Amount remaining
after
application pursuant to clauses (i) through (xiii) above for such Distribution
Date.
(b) The
Interest Remittance Amount for Loan Group 1 and Loan Group 2 distributed
pursuant to clause (iv) above will be applied to the applicable Senior
Certificates as follows:
(i) amounts
distributed to the Class 1-A-1 Certificates and Class 1-A-2 Certificates will
reduce the Interest Remittance Amount for Loan Group 1 before any reduction
to
the Interest Remittance Amount for Loan Group 2 in respect of such distribution;
and
(ii) amounts
distributed to the Class 2-A-1 Certificates and Class 2-A-2 Certificates shall
reduce the Interest Remittance Amount for Loan Group 2 before any reduction
to
the Interest Remittance Amount for Loan Group 1 in respect of such
distributions.
(c) On
each Distribution Date (1) prior to the Stepdown Date or (2) with respect to
which a Trigger Event has occurred and is continuing for that Distribution
Date,
the Trustee shall distribute the Principal Payment Amount for such date in
the
following order of priority; provided, however, that the distributions, if
any,
made pursuant to subclause (i) below will be made on the related Swap Payment
Date to the extent such distributions are available to be made on such
Distribution Date:
(i) first
from the Principal Remittance Amount derived from Loan Group 2 and then from
the
Principal Remittance Amount derived from Loan Group 1, to the Supplemental
Interest Account any unpaid Swap Termination Payment owed to the Swap
Counterparty (unless the Swap Counterparty is the Defaulting Party or the sole
Affected Party (as defined in the ISDA Master Agreement));
(ii) (A) from
the Principal Remittance Amount derived from Loan Group 1, sequentially, first
to (x) the Class 1-A-1 Certificates and Class 1-A-2 Certificates, in accordance
with the allocation rules set forth below, and then to (y) the Class 2-A-1
Certificates and Class 2-A-2 Certificates, in that order, until the respective
Class Principal Balance of such Class is reduced to zero; and
(B) from
the Principal Remittance Amount derived from Loan Group 2, sequentially, first
to (w) the Class R Certificates, until its Class Principal Balance has been
reduced to zero, second (x) on the first Distribution Date after the final
Prepayment Premium on any Mortgage Loan is due, to the Class P Certificates,
until the Class Principal Balance is reduced to zero, third to (y) the Class
2-A-1 Certificates and Class 2-A-2 Certificates, in that order, until the
respective Class Principal Balance of such Class is reduced to zero, and fourth
to (z) the Class 1-A-1 Certificates and Class 1-A-2 Certificates, in accordance
with the allocation rules set forth below;
(iii) to
the Class M-1 Certificates, until the Class Principal Balance of such Class
has
been reduced to zero;
(iv) to
the Class M-2 Certificates, until the Class Principal Balance of such Class
has
been reduced to zero;
(v) to
the Class M-3 Certificates, until the Class Principal Balance of such Class
has
been reduced to zero;
(vi) to
the Class M-4 Certificates, until the Class Principal Balance of such Class
has
been reduced to zero;
(vii) to
the Class M-5 Certificates, until the Class Principal Balance of such Class
has
been reduced to zero;
(viii) to
the Class M-6 Certificates, until the Class Principal Balance of such Class
has
been reduced to zero;
(ix) to
the Class M-7 Certificates, until the Class Principal Balance of such Class
has
been reduced to zero;
(x) to
the Class M-8 Certificates, until the Class Principal Balance of such Class
has
been reduced to zero;
(xi) to
the Class M-9 Certificates, until the Class Principal Balance of such Class
has
been reduced to zero; and
(xii) for
application as part of Monthly Excess Cashflow for such Distribution Date,
as
provided in Section 4.01(e), any such Principal Payment Amount remaining after
application pursuant to clauses (i) through (xi) above, for such Distribution
Date.
On
any
Distribution Date, amounts distributable to the Class 1-A-1 Certificates and
Class 1-A-2 Certificates pursuant to clauses (ii)(A)(x) and (ii)(B)(z) shall
be
distributed concurrently, on a pro rata basis, to the Class 1-A-1 Certificates
and Class 1-A-2 Certificates, based on the Class Principal Balances thereof,
in
each case until the Class Principal Balance thereof has been reduced to zero;
provided however that if a Sequential Trigger Event is in effect, such amounts
will be distributed sequentially, to the Class 1-A-1 Certificates and Class
1-A-2 Certificates, in that order, in each case until the Class Principal
Balance thereof has been reduced to zero.
(d) On
each Distribution Date (1) on or after the Stepdown Date and (2) with respect
to
which a Trigger Event has not occurred or is not continuing for that
Distribution Date, the Principal Payment Amount for such date will be paid
in
the following order of priority; provided, however, that the distributions,
if
any, made pursuant to subclause (i) below will be made on the related Swap
Payment Date to the extent such distributions are available to be made on such
Distribution Date:
(i) first
from the Principal Remittance Amount derived from Loan Group 2 and then from
the
Principal Remittance Amount derived from Loan Group 1, to the Supplemental
Interest Account any unpaid Swap Termination Payment owed to the Swap
Counterparty (unless the Swap Counterparty is the Defaulting Party or the sole
Affected Party (as defined in the ISDA Master Agreement));
(ii) (A) from
the Principal Remittance Amount derived from Loan Group 1, sequentially, first
to (x) the Class 1-A-1 Certificates and Class 1-A-2 Certificates, in accordance
with the allocation rules set forth below, and then to (y) the Class 2-A-1
Certificates and Class 2-A-2 Certificates, in that order, until the respective
Class Principal Balance of such Class is reduced to zero, the Group 1 Allocation
Amount and the component of the Principal Remittance Amount representing
payments under the Swap Agreement to cover Realized Losses on the Group 1
Mortgage Loans; and
(B) from
the Principal Remittance Amount derived from Loan Group 2, sequentially, to,
first (x) on the first Distribution Date after the final Prepayment Premium
on
any Mortgage Loan is due, the Class P Certificates, until the Class Principal
Balance is reduced to zero, second (y) the Class 2-A-1 Certificates and Class
2-A-2 Certificates, in that order, until the respective Class Principal Balance
of such Class is reduced to zero, and third (z) the Class 1-A-1 Certificates,
and Class 1-A-2 Certificates, in accordance with the allocation rules set forth
below, the Group 2 Allocation Amount and the component of the Principal
Remittance Amount representing payments under the Swap Agreement to cover
Realized Losses on the Group 2 Mortgage Loans;
(iii) to
the Class M-1 Certificates, the M-1 Principal Payment Amount for such
Distribution Date, until the Class Principal Balance of such Class has been
reduced to zero;
(iv) to
the Class M-2 Certificates, the 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 M-3 Certificates, the 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 M-4 Certificates, the 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 M-5 Certificates, the 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 M-6 Certificates, the 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 M-7 Certificates, the M-7 Principal Payment Amount for such
Distribution Date, until the Class Principal Balance of such Class has been
reduced to zero;
(x) to
the Class M-8 Certificates, the M-8 Principal Payment Amount for such
Distribution Date, until the Class Principal Balance of such Class has been
reduced to zero;
(xi) to
the Class M-9 Certificates, the M-9 Principal Payment Amount for such
Distribution Date, until the Class Principal Balance of such Class has been
reduced to zero;
(xii) for
application as part of Monthly Excess Cashflow for such Distribution Date,
as
provided in Section 4.01(e), any such Principal Payment Amount remaining after
application pursuant to clauses (i) through (xi) above, for such Distribution
Date.
On
any
Distribution Date, amounts distributable to the Class 1-A-1 Certificates and
Class 1-A-2 Certificates pursuant to clauses (ii)(A)(x) and (ii)(B)(z) shall
be
distributed concurrently, on a pro rata basis, to the Class 1-A-1 Certificates
and Class 1-A-2 Certificates, based on the Class Principal Balances thereof,
in
each case until the Class Principal Balance thereof has been reduced to zero;
provided however that if a Sequential Trigger Event is in effect, such amounts
will be distributed sequentially, to the Class 1-A-1 Certificates and Class
1-A-2 Certificates, in that order, in each case until the Class Principal
Balance thereof has been reduced to zero.
(e) On
each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow
for such date in the following order of priority; provided, however, that the
distributions, if any, made pursuant to subclause (xii) will be made on the
related Swap Payment Date to the extent such distributions are available to
be
made on such Distribution Date:
(i) (A) until
the aggregate Class Principal Balance of the LIBOR Certificates and the Class
P
Certificates equals the Aggregate Loan Balance for such Distribution Date minus
the Targeted Overcollateralization Amount for such date, on each Distribution
Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger
Event
has occurred and is continuing for that Distribution Date, to the extent of
Monthly Excess Interest for such Distribution Date, to the LIBOR Certificates,
in the following order of priority:
(aa)
(i)
to the extent of the Monthly Excess Interest derived from Loan Group 1,
sequentially, first to (x) the Class 1-A-1 Certificates and Class 1-A-2
Certificates, in accordance with the allocation rules set forth below, and
then
to (y) the Class 2-A-1 Certificates and Class 2-A-2 Certificates, in that order,
until the respective Class Principal Balance of such Class is reduced to zero,
the Group 1 Excess Interest Amount; and
(ii)
sequentially, first to (x) the Class 2-A-1 Certificates and Class 2-A-2
Certificates, in that order, until the respective Class Principal Balance of
such Class is reduced to zero, and then to (y) the Class 1-A-1 Certificates
and
Class 1-A-2 Certificates, in accordance with the allocation rules set forth
below;
(bb) to
the Class M-1 Certificates, until the Class Principal Balance of such Class
has
been reduced to zero;
(cc) to
the Class M-2 Certificates, until the Class Principal Balance of such Class
has
been reduced to zero;
(dd) to
the Class M-3 Certificates, until the Class Principal Balance of such Class
has
been reduced to zero;
(ee) to
the Class M-4 Certificates, until the Class Principal Balance of such Class
has
been reduced to zero;
(ff) to
the Class M-5 Certificates, until the Class Principal Balance of such Class
has
been reduced to zero;
(gg) to
the Class M-6 Certificates, until the Class Principal Balance of such Class
has
been reduced to zero;
(hh) to
the Class M-7 Certificates, until the Class Principal Balance of such Class
has
been reduced to zero;
(ii) to
the Class M-8 Certificates, until the Class Principal Balance of such Class
has
been reduced to zero; and
(jj) to
the Class M-9 Certificates, until the Class Principal Balance of such Class
has
been reduced to zero;
(B) on
each Distribution Date on or after the Stepdown Date and with respect to which
a
Trigger Event has not occurred or is not continuing for that Distribution Date,
to fund any principal distributions required to be made on such Distribution
Date pursuant to Section 4.01(d), after giving effect to the distribution of
the
Principal Payment Amount for such Distribution Date, in accordance with the
priorities set forth therein (any distributions required to be made pursuant
to
Section 4.01(d)(ii)(A) or (B) will be made notwithstanding the limitation in
such clauses that the amounts distributed are derived from the Principal
Remittance Amount);
(ii) to
the Class M-1 Certificates, any Deferred Amount for such Class, with interest
thereon at the applicable Pass-Through Rate;
(iii) to
the Class M-2 Certificates, any Deferred Amount for such Class, with interest
thereon at the applicable Pass-Through Rate;
(iv) to
the Class M-3 Certificates, any Deferred Amount for such Class, with interest
thereon at the applicable Pass-Through Rate;
(v) to
the Class M-4 Certificates, any Deferred Amount for such Class, with interest
thereon at the applicable Pass-Through Rate;
(vi) to
the Class M-5 Certificates, any Deferred Amount for such Class, with interest
thereon at the applicable Pass-Through Rate;
(vii) to
the Class M-6 Certificates, any Deferred Amount for such Class, with interest
thereon at the applicable Pass-Through Rate;
(viii) to
the Class M-7 Certificates, any Deferred Amount for such Class, with interest
thereon at the applicable Pass-Through Rate;
(ix) to
the Class M-8 Certificates, any Deferred Amount for such Class, with interest
thereon at the applicable Pass-Through Rate;
(x) to
the Class M-9 Certificates, any Deferred Amount for such Class, with interest
thereon at the applicable Pass-Through Rate;
(xi) to
the Basis Risk Reserve Fund, the Required Basis Risk Reserve Fund Deposit,
and
from the Basis Risk Reserve Fund sequentially as follows:
(A) to
the Class 1-A-1, Class 1-A-2, Class 2-A-1 and Class 2-A-2 Certificates, pro
rata
based on amounts due, any applicable Basis Risk Shortfall for such
Class;
(B) to
the Class M-1 Certificates, any applicable Basis Risk Shortfall for such
Class;
(C) to
the Class M-2 Certificates, any applicable Basis Risk Shortfall for such
Class;
(D) to
the Class M-3 Certificates, any applicable Basis Risk Shortfall for such
Class;
(E) to
the Class M-4 Certificates, any applicable Basis Risk Shortfall for such
Class;
(F) to
the Class M-5 Certificates, any applicable Basis Risk Shortfall for such
Class;
(G) to
the Class M-6 Certificates, any applicable Basis Risk Shortfall for such
Class;
(H) to
the Class M-7 Certificates, any applicable Basis Risk Shortfall for such
Class;
(I) to
the Class M-8 Certificates, any applicable Basis Risk Shortfall for such Class;
and
(J) to
the Class M-9 Certificates, any applicable Basis Risk Shortfall for such
Class;
(xii) to
the Supplemental Interest Account, any Swap Termination Payment (only if the
Swap Counterparty is the Defaulting Party or the sole Affected Party (as defined
in the ISDA Master Agreement)) owed to the Swap Counterparty;
(xiii) to
the Class X Certificates, the Class X Distributable Amount for such Distribution
Date together with amounts withdrawn from the Basis Risk Reserve Fund for
distribution to the Class X Certificates pursuant to Sections 4.06(b), (c)
and
(d); and
(xiv) to
the Class R Certificate, any remaining amount, provided, however, that any
amount that would be distributable pursuant to this priority (xiv) shall not
be
paid with respect to the Class R Certificate but shall be paid instead with
respect to the Class X Certificates pursuant to a contract that exists under
this Agreement between the Class R Certificateholders and the Class X
Certificateholders.
Distributions
pursuant to Section 4.01(e)(ii) through (x) on any Distribution Date will be
made after giving effect to withdrawals from the Supplemental Interest Account
to pay Deferred Amounts on such Distribution Date pursuant to Section
4.01(h). Distributions pursuant to Section 4.01(e)(xi)(A) – (J) on
any Distribution Date will be made after giving effect to withdrawals from
the
Supplemental Interest Account to pay Basis Risk Shortfalls to the LIBOR
Certificates on such Distribution Date.
On
any
Distribution Date, amounts distributable to the Class 1-A-1 Certificates and
Class 1-A-2 Certificates pursuant to clauses (i)(A)(aa)(i)(x) and
(i)(A)(aa)(ii)(y) shall be distributed concurrently, on a pro rata basis, to
the
Class 1-A-1 Certificates and Class 1-A-2 Certificates, based on the Class
Principal Balances thereof, in each case until the Class Principal Balance
thereof has been reduced to zero; provided however that if a Sequential Trigger
Event is in effect, such amounts will be distributed sequentially, to the Class
1-A-1 Certificates and Class 1-A-2 Certificates, in that order, in each case
until the Class Principal Balance thereof has been reduced to zero.
(f)
[Reserved].
(g)
[Reserved].
(h) On
each Distribution Date, the Trustee shall distribute any Net Counterparty
Payment for such date, sequentially, as follows:
(i) to
the Senior Certificates, pro rata based on amounts due, Current Interest and
any
Carryforward Interest for such Class on such Distribution Date, after giving
effect to distributions of interest pursuant to Section 4.01(a);
(ii) to
the Class M-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7,
Class M-8 and Class M-9 Certificates, in that order, Current Interest and any
Carryforward Interest for such Class on such Distribution Date, after giving
effect to distributions of interest pursuant to Section 4.01(a);
(iii) to
the Principal Remittance Amount, the Net Cumulative Realized Loss Amount on
such
Distribution Date;
(iv) to
the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7,
Class M-8 and Class M-9 Certificates, in that order, any applicable Deferred
Amounts, with interest thereon at the applicable Pass-Through Rate, prior to
giving effect to amounts available to be paid in respect of Deferred Amounts
pursuant to Section 4.01(e);
(v) to
the LIBOR Certificates, any applicable Basis Risk Shortfalls in the same order
and priority as described in Section 4.01(e), prior to giving effect to any
withdrawals from the Basis Risk Reserve Fund or from amounts available to be
paid in respect of Basis Risk Shortfalls pursuant to Section 4.01(e);
and
(vi) to
the Class X Certificates, any remaining amounts.
On
each
Distribution Date, the Trustee shall withdraw any amounts then on deposit in
the
Certificate Account that represent Prepayment Premiums collected by the Servicer
in connection with the Principal Prepayment of any Mortgage Loans or amounts
deposited therein pursuant to Section 3.21 hereof and shall distribute such
amounts to the Holder of the Class P Certificates. Such distributions
shall not be applied to reduce the Class Principal Balance of the Class P
Certificates.
SECTION
4.02. Allocation
of Realized Losses.
(a) On
each Distribution Date, the Trustee shall determine the total of the Applied
Loss Amount, if any, for such Distribution Date. The Applied Loss
Amount for any Distribution Date shall be applied by reducing the Class
Principal Balance of each Class of Subordinate Certificates beginning with
the
Class of Subordinate Certificates then outstanding with the lowest relative
payment priority, in each case until the respective Class Principal Balance
thereof is reduced to zero. Any Applied Loss Amount allocated to a
Class of Subordinate Certificates shall be allocated among the Subordinate
Certificates of such Class in proportion to their respective Percentage
Interests.
(b) All
Realized Losses on the Group 1 Loans shall be allocated on each Distribution
Date to the following REMIC I Regular Interests: first, to REMIC I Regular
Interest I until the Uncertificated Principal Balance has been reduced to zero,
and second, to REMIC I Regular Interest I-1-A through REMIC I Regular Interest
I-54-B, starting with the lowest numerical denomination until such REMIC I
Regular Interest has been reduced to zero, provided that, for REMIC I Regular
Interests with the same numerical denomination, such Realized Losses shall
be
allocated pro rata between such REMIC I Regular Interests. All
Realized Losses on the Group 2 Loans shall be allocated on each Distribution
Date to the following REMIC I Regular Interests: first, to REMIC I Regular
Interest II until the Uncertificated Principal Balance has been reduced to
zero,
and second, to REMIC I Regular Interest II-1-A through REMIC I Regular Interest
II-54-B, starting with the lowest numerical denomination until such REMIC I
Regular Interest has been reduced to zero, provided that, for REMIC I Regular
Interests with the same numerical denomination, such Realized Losses shall
be
allocated pro rata between such REMIC I Regular Interests.
The
REMIC
II Marker Allocation Percentage of all Realized Losses on the REMIC II Regular
Interests shall be deemed to have been allocated to the following REMIC II
Regular Interests in the specified percentages, as follows: first to
Uncertificated Accrued Interest payable to the REMIC II Regular Interests LT-AA
and LT-ZZ up to an aggregate amount equal to the excess of (a) the REMIC II
Interest Loss Allocation Amount over (b) Prepayment Interest Shortfalls (to
the
extent not covered by Compensating Interest) relating to the Mortgage Loans
for
such Distribution Date, 98% and 2%, respectively; second, to the Uncertificated
Principal Balances of the REMIC II Regular Interests LT-AA and LT-ZZ up to
an
aggregate amount equal to the REMIC II Principal Loss Allocation Amount, 98%
and
2%, respectively; third, to the Uncertificated Principal Balances of REMIC
II
Regular Interest LT-AA, REMIC II Regular Interest LT-M-9 and REMIC II Regular
Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC II Regular Interest LT-M-9 has been reduced to zero; fourth,
to
the Uncertificated Principal Balances of REMIC II Regular Interest LT-AA, REMIC
II Regular Interest LT-M-8 and REMIC II Regular Interest LT-ZZ, 98%, 1% and
1%,
respectively, until the Uncertificated Principal Balance of REMIC II Regular
Interest LT-M-8 has been reduced to zero; fifth, to the Uncertificated Principal
Balances of REMIC II Regular Interest LT-AA, REMIC II Regular Interest LT-M-7
and REMIC II Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC II Regular Interest LT-M-7 has been
reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC II
Regular Interest LT-AA, REMIC II Regular Interest LT-M-6 and REMIC II Regular
Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC II Regular Interest LT-M-6 has been reduced to zero; seventh,
to the Uncertificated Principal Balances of REMIC II Regular Interest LT-AA,
REMIC II Regular Interest LT-M-5 and REMIC II Regular Interest LT-ZZ, 98%,
1%
and 1%, respectively, until the Uncertificated Principal Balance of REMIC II
Regular Interest LT-M-5 has been reduced to zero; eighth, to the Uncertificated
Principal Balances of REMIC II Regular Interest LT-AA, REMIC II Regular Interest
LT-M-4 and REMIC II Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until
the Uncertificated Principal Balance of REMIC II Regular Interest LT-M-4 has
been reduced to zero; seventh, to the Uncertificated Principal Balances of
REMIC
II Regular Interest LT-AA, REMIC II Regular Interest LT-M-3 and REMIC II Regular
Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC II Regular Interest LT-M-3 has been reduced to zero; sixth,
to
the Uncertificated Principal Balances of REMIC II Regular Interest LT-AA, REMIC
II Regular Interest LT-M-2 and REMIC II Regular Interest LT-ZZ, 98%, 1% and
1%,
respectively, until the Uncertificated Principal Balance of REMIC II Regular
Interest LT-M-2 has been reduced to zero; and eighth, to the Uncertificated
Principal Balances of REMIC II Regular Interest LT-AA, REMIC II Regular Interest
LT-M-1 and REMIC II Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until
the Uncertificated Principal Balance of REMIC II Regular Interest LT-M-1 has
been reduced to zero.
The
REMIC
II Sub WAC Allocation Percentage of all Realized Losses on the REMIC I Regular
Interests shall be deemed to have been allocated so as to keep the
Uncertificated Principal Balance of each REMIC II Regular Interest ending with
the designation “GRP” equal to 1.00% of the aggregate Stated Principal Balance
of the Mortgage Loans in the related Loan Group; second, to each REMIC II
Regular Interest ending with the designation “SUB,” so that the Uncertificated
Principal Balance of each such REMIC II Regular Interest is equal to 1.00%
of
the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans
in the related Loan Group over (y) the current Class Principal Balance of the
Senior Certificates in the related Loan Group (except that if any such excess
is
a larger number than in the preceding distribution period, the least amount
of
Realized Losses shall be applied to such REMIC II Regular Interests such that
the REMIC II Subordinated Balance Ratio is maintained); and third, any remaining
Realized Losses shall be allocated to REMIC II Regular Interest
LT-XX.
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:
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(e) on such Distribution Date prior to giving effect to
payments pursuant to Section 4.01(e) 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.
(a) Not
later than each Distribution Date, the Trustee shall prepare and cause to be
forwarded by first class mail to each Certificateholder, the Servicer, the
Depositor, the Swap Counterparty and each Rating Agency, a statement based,
in
part, on the information provided by the Servicer pursuant to Section 4.05
herein setting forth with respect to the related distribution:
(i) the
amount thereof allocable to principal, indicating the portion thereof
attributable to Scheduled Payments and Principal Prepayments;
(ii) the
amount thereof allocable to interest or any Carryforward Interest included
in
such distribution;
(iii) if
the distribution to the Holders of such Class of Certificates is less than
the
full amount that would be distributable to such Holders if there were sufficient
funds available therefor, the amount of the shortfall and the allocation thereof
as between principal and interest;
(iv) the
Class Principal Balance of each Class of Certificates after giving effect to
the
distribution of principal on such Distribution Date;
(v) the
Aggregate Loan Balance and the Aggregate Loan Group Balance for such
Distribution Date;
(vi) the
Overcollateralization Amount for such Distribution Date;
(vii) the
amount of the Servicing Fees, the Trustee Fee and any other mortgage insurance
fees, if applicable, with respect to such Distribution Date;
(viii)
the Pass-Through Rate for each Class of LIBOR Certificates with respect to
such
Distribution Date;
(ix) the
amount of Advances included in the distribution on such Distribution Date and
the aggregate amount of Advances outstanding as of the last day of the calendar
month preceding such Distribution Date;
(x) the
beginning and ending number and aggregate Stated Principal Balance of the
Mortgage Loans;
(xi) the
number and aggregate principal amounts of Mortgage Loans which are Delinquent
(1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or more days (to include such
delinquent loans which are also in bankruptcy or foreclosure), for each Loan
Group and for the Mortgage Loans in the aggregate, as of the close of business
on the last day of the calendar month preceding such Distribution
Date;
(xii) the
number and aggregate principal amounts of Mortgage Loans that were in
foreclosure, for each Loan Group and for the Mortgage Loans in the aggregate,
as
of the close of business on the last day of the calendar month preceding such
Distribution Date;
(xiii) the
number and aggregate principal amounts of Mortgage Loans that were in
bankruptcy, for each Loan Group and for the Mortgage Loans in the aggregate,
as
of the close of business on the last day of the calendar month preceding such
Distribution Date;
(xiv) the
number and aggregate principal amounts of Mortgage Loans with respect to which
Prepayment Premiums were collected and the aggregate amount of such Prepayment
Premiums;
(xv) the
Rolling Three Month Delinquency Rate for such Distribution Date;
(xvi) the
total number and principal balance of any REO Properties (and market value,
if
available), for each Loan Group and for the Mortgage Loans in the aggregate,
as
of the last day of the calendar month preceding such Distribution
Date;
(xvii) the
total number and principal balance of any Mortgage Loans that were repurchased
during the related Prepayment Period;
(xviii) the
aggregate amount of Realized Losses incurred during the preceding calendar
month
and aggregate Realized Losses included in such distribution;
(xix)
the weighted average
term to maturity of the Mortgage Loans as of the close of business on the last
day of the calendar month preceding such Distribution Date;
(xx) the
gross weighted average coupon of the Mortgage Loans as of the first date of
the
applicable period for such Distribution Date;
(xxi)
the aggregate number
of Mortgage Loans in the pool;
(xxii)
the Net WAC
Rate;
(xxiii)
the Senior
Enhancement Percentage;
(xxiv)
the beginning
balance of the Basis Risk Reserve Fund, any amounts deposited in the Basis
Risk
Reserve Fund on such Distribution Date pursuant to Section 4.01(e)(xi) (together
with a breakdown of amounts withdrawn in connection with such Distribution
Date)
and the balance of the Basis Risk Reserve Fund after all distributions have
been
made on such Distribution Date;
(xxv)
the beginning
balance of the Supplemental Interest Account, the amount deposited to the
Supplemental Interest Account on such Distribution Date (together with a
breakdown of amounts withdrawn in connection with such Distribution Date) and
the balance of the Supplemental Interest Account after all distributions have
been made on such Distribution Date;
(xxvi)
the related Record
Date;
(xxvii)
the related Accrual
Period;
(xxviii)
the related
Determination Date;
(xxix)
the related
Distribution Date; and
(xxx)
the amount of cash
received with respect to the related Accrual Period.
In
addition, not later than the first Business Day immediately following the
Determination Date, the Servicer shall provide to the Trustee for inclusion
in
each statement required to be provided pursuant to this Section 4.04(a) any
other information required by Form 10-D, including, but not limited to, the
information required by Item 1121 (17 C.F.R. § 229.1121) of Regulation
AB.
The
Trustee’s responsibility for disbursing the above information to the
Certificateholders is limited to the availability, timeliness and accuracy
of
the information derived from the Servicer, which shall be provided as required
above and in Section 4.05.
On
each
Distribution Date, the Trustee shall provide Bloomberg Financial Markets, L.P.
(“Bloomberg”) CUSIP level factors for each Class of Offered Certificates as of
such Distribution Date, using a format and media mutually acceptable to the
Trustee and Bloomberg. In connection with providing the information
specified in this Section 4.04(a) to Bloomberg, the Trustee and any
director, officer, employee or agent of the Trustee shall be indemnified and
held harmless by DLJMC, to the extent, in the manner and subject to the
limitations provided in Section 9.05. The Trustee shall also
make the monthly statements to Certificateholders available each month to each
party referred to in Section 4.04(a) via the Trustee’s
website. The Trustee’s website can be accessed at
▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/▇▇▇ or at such other site as the Trustee may designate
from time to time. The Trustee shall have the right to change the way
the reports referred to in this Section 4.04(a) are distributed in order to
make such distribution more convenient and/or more accessible to the above
parties and to the Certificateholders. The Trustee shall provide
timely and adequate notification to all above parties and to the
Certificateholders regarding any such change. The Trustee may fully
rely upon and shall have no liability with respect to information provided
by
the Servicer.
(b) Upon
request, within a reasonable period of time after the end of each calendar
year,
the Trustee shall cause to be furnished to each Person who at any time during
the calendar year was a Certificateholder, a statement containing the
information set forth in clauses (a)(i), (a)(ii) and (a)(vii) of Section 4.04(a)
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Trustee
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Trustee pursuant to any
requirements of the Code as from time to time in effect.
(c) In
addition to the foregoing, the Trustee shall post an electronic file containing
loan level data with respect to the Mortgage Loans (“Loan Level Data”) on a
monthly basis, to the website referred to in Section 4.04(a). The
Loan Level Data will include fields as agreed to by the Depositor and the
Trustee from time to time. The Loan Level Data will be based solely
on information provided by the Servicer, and the Trustee’s provision of the Loan
Level Data is subject to the availability, timeliness and accuracy of the
information provided by the Servicer. The Loan Level Data will not
include any personally identifiable information, including but not limited
to: borrower name, borrower address, property address, borrower
social security number, and originator’s loan account number. The
Loan Level Data may include recent property valuation information, including
based on a recent broker’s price opinion. As agreed to by the
Depositor and the Trustee, the format of the Loan Level Data may be modified
at
any time, and the posting of the Loan Level Data may be discontinued at any
time. The Trustee shall not be required to provide the Loan Level
Data in paper form. The Trustee shall, upon request, provide the
majority holder of the Class X Certificates with loan level information
reasonably available to the Servicer and provided to the Trustee; provided,
however, that the provision of any such loan level information shall be subject
to an appropriate confidentiality agreement and shall comply with all applicable
laws.
SECTION
4.05. Servicer
to Cooperate.
The
Servicer and any Special Servicer shall provide to the Trustee information
identified on Exhibit H-1 which is mutually agreeable to the Trustee and the
Servicer or such Special Servicer, as the case may be, with respect to each
Mortgage Loan serviced by it no later than the first Business Day immediately
following the Determination Date. This information is necessary to
enable the Trustee to perform its distribution, accounting and reporting
requirements hereunder. Such information shall also include the
applicable information set forth in Exhibit H-2 hereto regarding the terms
of
any Modified Mortgage Loan. In addition, Ocwen shall provide to the
Trustee a copy of any modification agreement entered into with respect to a
Modified Mortgage Loan.
SECTION
4.06. Basis
Risk Reserve Fund.
(a) On
the Closing Date, the Trustee shall establish and maintain in its name, in
trust
for the benefit of the Holders of the Certificates, the Basis Risk Reserve
Fund. The Basis Risk Reserve Fund 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
held by the Trustee pursuant to this Agreement.
(b) On
the Closing Date, $5,000.00 will be deposited by the Depositor into the Basis
Risk Reserve Fund. On each Distribution Date, the Trustee shall
transfer from the Certificate Account to the Basis Risk Reserve Fund pursuant
to
Section 4.01(e)(xi) the Required Basis Risk Reserve Fund
Deposit. Amounts on deposit in the Basis Risk Reserve Fund shall be
withdrawn by the Trustee in connection with any Distribution Date to fund the
amounts required to be distributed to holders of the LIBOR Certificates in
respect of Basis Risk Shortfalls. Any distributions of Monthly Excess
Cashflow to the holders of the LIBOR Certificates pursuant to Sections
4.01(e)(xi)(A)-(J) shall be deemed to have been deposited in the Basis Risk
Reserve Fund and paid to such holders. On any Distribution Date, any
amounts on deposit in the Basis Risk Reserve Fund in excess of the Required
Basis Risk Reserve Fund Amount shall be distributed to the Class X
Certificateholder pursuant to Section 4.01(e)(xiii).
(c) Funds
in the Basis Risk Reserve Fund may be invested in Eligible Investments by the
Trustee at the direction of the holders of the Class X Certificates maturing
on
or prior to the next succeeding Distribution Date. Any net investment earnings
on such amounts shall be payable to the holders of the Class X Certificates.
The
Trustee shall account for the Basis Risk Reserve Fund as an outside reserve
fund
within the meaning of Treasury regulation 1.860G-2(h) and not an asset of any
REMIC created pursuant to this Agreement. The Class X Certificates
shall evidence ownership of the Basis Risk Reserve Fund for federal tax purposes
and the Holders thereof shall direct the Trustee in writing as to the investment
of amounts therein. The Trustee shall treat amounts transferred by
the Master REMIC to the Basis Risk Reserve Fund as distributions to the Class
X
Certificateholder for all federal tax purposes. In the absence of
such written direction, all funds in the Basis Risk Reserve Fund shall remain
uninvested. The Trustee shall have no liability for losses on
investments in Eligible Investments made pursuant to this Section 4.06(c) (other
than as obligor on any such investments). Upon termination of the
Trust Fund, any amounts remaining in the Basis Risk Reserve Fund shall be
distributed to the Holders of the Class X Certificates in the same manner as
if
distributed pursuant to Section 4.01(e)(xiii) hereof.
(d) On
the Distribution Date immediately after the Distribution Date on which the
aggregate Class Principal Balance of the LIBOR Certificates equals zero, any
amounts on deposit in the Basis Risk Reserve Fund not payable on the LIBOR
Certificates shall be deposited into the Certificate Account and distributed
to
the Holders of the Class X Certificates in the same manner as if distributed
pursuant to Section 4.01(e)(xiii) hereof.
SECTION
4.07. Distributions
on the REMIC I Regular Interests and REMIC II Regular
Interests.
(a) Distributions
on the REMIC I Regular Interests.
On
each
Distribution Date, the Trustee shall cause in the following order of priority,
the following amounts to be distributed by REMIC I to REMIC II on account of
the
REMIC I Regular Interests or withdrawn from the Distribution Account and
distributed to the holders of the Class A-R Certificates (in respect of the
Class R-1 Interest), as the case may be:
With
respect to the Group 1 Loans:
(i) first,
to Holders of each of REMIC I Regular Interest I and REMIC I Regular Interest
I-1-A through I-54-B, pro rata, in an amount equal to (A) Uncertificated Accrued
Interest for such REMIC I Regular Interests for such Distribution Date, plus
(B)
any amounts payable in respect thereof remaining unpaid from previous
Distribution Dates;
(ii) to
the extent of amounts remaining after the distributions made pursuant to clause
(i) above, payments of principal shall be allocated as follows: to REMIC I
Regular Interest I, then to REMIC I Regular Interests I-1-A through I-54-B
starting with the lowest numerical denomination until the Uncertificated
Principal Balance of each such REMIC I Regular Interest is reduced to zero,
provided that, for REMIC I Regular Interests with the same numerical
denomination, such payments of principal shall be allocated pro rata between
such REMIC I Regular Interests; and
(iii) to
the Holders of REMIC I Regular Interest P, the amount of any Prepayment Charges
for such Distribution Date.
(iv) Any
remaining amount to the Holders of the Class R Certificates (in respect of
the
Class R-1 Interest).
With
respect to the Group 2 Loans:
(v) first,
to Holders of each of REMIC I Regular Interest II, REMIC I Regular Interest
II-1-A through II-54-B, REMIC I Regular Interest P and REMIC I Regular Interest
R, pro rata, in an amount equal to (A) Uncertificated Accrued Interest for
such
REMIC I Regular Interests for such Distribution Date, plus (B) any amounts
payable in respect thereof remaining unpaid from previous Distribution
Dates;
(vi) to
the extent of amounts remaining after the distributions made pursuant to clause
(i) above, payments of principal shall be allocated as follows: to REMIC I
Regular Interest II, then to REMIC I Regular Interests II-1-A through II-54-B
starting with the lowest numerical denomination until the Uncertificated
Principal Balance of each such REMIC I Regular Interest is reduced to zero,
provided that, for REMIC I Regular Interests with the same numerical
denomination, such payments of principal shall be allocated pro rata between
such REMIC I Regular Interests; and
(vii) to
the Holders of REMIC I Regular Interest P, the amount of any Prepayment Charges
for such Distribution Date.
(viii) Any
remaining amount to the Holders of the Class R Certificates (in respect of
the
Class R-1 Interest).
(b) On
each Distribution Date, the Trustee shall cause in the following order of
priority, the following amounts to be distributed by REMIC II to REMIC III
on
account of the REMIC II Regular Interests or withdrawn from the Distribution
Account and distributed to the Holders of the Class R Certificates (in respect
of the Class R-2 Interest), as the case may be:
(i) first,
to the extent of the sum of Available Funds for such Distribution Date, to
the
Holder of REMIC II Regular Interest LT-IO in an amount equal to (A) the
Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts
in respect thereof remaining unpaid from previous Distribution Dates, and then
to Holders of REMIC II Regular Interests ▇▇-▇▇, ▇▇-▇▇, ▇▇-▇▇▇, ▇▇-▇▇▇, ▇▇-▇-▇,
▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, LT-M-7, LT-M-8, LT-M-9, LT-ZZ, LT-P
and
LT-R pro rata, in an amount equal to (A) the Uncertificated Accrued Interest
for
such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from previous Distribution Dates. Amounts payable as Uncertificated Accrued
Interest in respect of REMIC II Regular Interest LT-ZZ shall be reduced when
the
REMIC II Overcollateralization Amount is less than the REMIC II
Overcollateralization Target Amount, by the lesser of (x) the amount of such
difference and (y) the REMIC II Regular Interest LT-ZZ Maximum Interest Deferral
Amount and such amount will be payable to the Holders of REMIC II Regular
▇▇▇▇▇▇▇▇ ▇▇-▇▇, ▇▇-▇▇▇, ▇▇-▇▇▇, ▇▇-▇-▇, LT-M-2, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇,
▇▇-▇-▇, LT-M-8, LT-M-9 in the same proportion as the amounts are allocated
to
the Corresponding Certificate, pursuant to Section 4.02(b) herein, for each
such
REMIC II Regular Interest, and the Uncertificated Principal Balance of the
REMIC
II Regular Interest LT-ZZ shall be increased by such amount;
(ii) second,
to the Holders of REMIC II Regular Interests, in an amount equal to the
remainder of the Available Funds for such Distribution Date after the
distributions made pursuant to clause (i) above and, in the case of
distributions made pursuant to Section 4.07(c)(ii)(B), the amount of any
Prepayment Charges for such Distribution Date, allocated as
follows:
(A) to
the Holders of REMIC II Regular Interest LT-R, an amount equal to the amount
of
principal distributed to the holder of the Corresponding Certificate on such
Distribution Date pursuant to Section 4.02(b); and
(B) to
the Holders of REMIC II Regular Interest LT-P, an amount equal to the amount
of
principal distributed to the holder of the Corresponding Certificate on such
Distribution Date pursuant to Section 4.02(b); and
(iii) third,
to the Holders of REMIC II Regular Interests, in an amount equal to the
remainder of the REMIC II Marker Allocation Percentage of Available Funds for
such Distribution Date after the distributions made pursuant to clauses (i)
and
(ii) above, allocated as follows:
(A) 98%
of such remainder to the Holders of REMIC II Regular Interest LT-AA, until
the
Uncertificated Principal Balance of such REMIC II Regular Interest is reduced
to
zero;
(B) 2%
of such remainder, first, to the Holders of REMIC II Regular ▇▇▇▇▇▇▇▇ ▇▇-▇▇,
▇▇-▇▇▇, ▇▇-▇▇▇, ▇▇-▇-▇, LT-M-2, LT-M-3, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇, ▇▇-▇-▇,
LT-M-9 equal to 1% of and in the same proportion as principal payments are
allocated to the Corresponding Certificates, until the Uncertificated Principal
Balances of such REMIC II Regular Interests are reduced to zero; and second,
to
the Holders of REMIC II Regular Interest LT-ZZ, until the Uncertificated
Principal Balance of such REMIC II Regular Interest is reduced to
zero;
(iv) fourth,
to the Holders of REMIC II Regular Interests, in an amount equal to the
remainder of the REMIC II Sub WAC Allocation Percentage of Available Funds
for
such Distribution Date after the distributions made pursuant to clause (iii)
above, such that distributions of principal shall be deemed to be made to the
REMIC II Regular Interests first, so as to keep the Uncertificated Principal
Balance of each REMIC II Regular Interest ending with the designation “GRP”
equal to 1.00% of the aggregate Stated Principal Balance of the Mortgage Loans
in the related Loan Group; second, to each REMIC II Regular Interest ending
with
the designation “SUB,” so that the Uncertificated Principal Balance of each such
REMIC II Regular Interest is equal to 1.00% of the excess of (x) the aggregate
Stated Principal Balance of the Mortgage Loans in the related Loan Group over
(y) the current Class Principal Balance of the Senior Certificates in the
related Loan Group (except that if any such excess is a larger number than
in
the preceding distribution period, the least amount of principal shall be
distributed to such REMIC II Regular Interests such that the REMIC II
Subordinated Balance Ratio is maintained); and third, any remaining principal
to
REMIC II Regular Interest LT-XX;
(C) any
remaining amount to the Holders of the Class R Certificates (in respect of
the
Class R-2 Interest).
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 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
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 Trustee held
pursuant to this Agreement.
(b) The
Trustee shall deposit into the Supplemental Interest Account the amounts set
forth in Section 4.01(b)(i) and (ii). 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 (h) of
Section 4.01.
(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 Class X Certificates shall evidence ownership of the
Supplemental Interest Trust for federal income tax purposes and the Holder
thereof shall direct the Trustee, in writing, as to investment of amounts on
deposit therein. In the absence of written instructions from the
Class X Certificateholders as to investment of funds on deposit in the
Supplemental Interest Account, such funds shall be invested in the First
American Prime Obligations Fund (Class A). 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 (h) of
Section 4.01.
(d) Upon
termination of the Trust Fund and after payment of any moneys to the holders
of
the Certificates as provided in paragraph (h) of Section 4.01, 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 X Certificates.
(e) The
Trustee 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
Certificates, in the form presented to it by the Depositor. Neither
the Trustee 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 Trustee
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. Neither the Trustee nor 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). Every
provision of this Agreement relating to the conduct or affecting the liability
of or affording protection to the Trustee shall apply to the Trustee’s execution
of and performance of any obligations under the Swap Agreement.
(f) [Reserved]
(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.
(h) Supplemental
Interest Trust Posted Collateral Account.
(i) The
Supplemental Interest Trust Trustee is hereby directed to perform the
obligations of the Custodian as defined under the Credit Support Annex (the
“Swap Custodian”).
(ii) On
or before the Closing Date, the Swap Custodian shall establish a Supplemental
Interest Trust Posted Collateral Account in trust for the benefit of the Holders
of the Certificates. The Supplemental Interest Trust Posted Collateral Account
must be an Eligible Account and shall be entitled “Supplemental Interest Trust
Posted Collateral Account, U.S. Bank National Association in trust for
registered holders of CSMC Asset-Backed Pass-Through Certificates, Series
2007-NC1 OSI.”
(iii) The
Swap Custodian shall credit to the Supplemental Interest Trust Posted Collateral
Account all collateral (whether in the form of cash or securities) posted by
the
Swap Counterparty to secure the obligations of the Swap Counterparty in
accordance with the terms of the Swap Agreement. Except for
investment earnings, if any, the Swap Counterparty shall not have any legal,
equitable or beneficial interest in the Supplemental Interest Trust Posted
Collateral Account other than in accordance with this Agreement, the Swap
Agreement and applicable law. The Swap Custodian shall maintain and
apply all collateral and earnings thereon on deposit in the Supplemental
Interest Trust Posted Collateral Account in accordance with Credit Support
Annex.
(iv) Cash
collateral posted by the Swap Counterparty in accordance with the Credit Support
Annex shall be invested at the direction of the Swap Counterparty in Eligible
Investments in accordance with the requirements of the Credit Support
Annex. All amounts earned on amounts on deposit in the Collateral
Account (whether cash collateral or securities) shall be for the account of
and
taxable to the Swap Counterparty.
(v) Upon
the occurrence of an Event of Default or Specified Condition (each as defined
in
the Swap Agreement) with respect to the Swap Counterparty or upon occurrence
or
designation of an Early Termination Date (as defined in the Swap Agreement)
as a
result of any such Event of Default or Specified Condition with respect to
the
Swap Counterparty, and, in either such case, unless the Swap Counterparty has
paid in full all of its Obligations (as defined in the Credit Support Annex)
that are then due, then any collateral posted by the Swap Counterparty in
accordance with the Credit Support Annex shall be applied to the payment of
any
Obligations due to Party B (as defined in the Swap Agreement) in accordance
with
the Credit Support Annex. To the extent the Supplemental Interest
Trust Trustee is required to return any of the Posted Collateral to the Swap
Counterparty under the terms of the Credit Support Annex, the Swap Custodian
shall return such collateral in accordance with the terms of the Credit Support
Annex.
(i) In
the event that the Swap Counterparty fails to perform any of its obligations
under the Swap Agreement (including, without limitation, its obligation to
make
any payment or transfer collateral), or breaches any of its representations
and
warranties thereunder, or in the event that any Event of Default, Termination
Event, or Additional Termination Event (each as defined in the Swap Agreement)
occurs with respect to the Swap Agreement, the Supplemental Interest Trust
Trustee shall, promptly following actual notice by a Responsible Officer of
the
Trustee of such failure, breach or event, notify the Depositor and send any
notices and make any demands, on behalf of the Supplemental Interest Trust,
required to enforce the rights of the Supplemental Interest Trust under the
Swap
Agreement.
In
the
event that the Swap Counterparty’s obligations are guaranteed by a third party
under a guaranty relating to the Swap Agreement (such guaranty the “Guaranty”
and such third party the “Guarantor”), then to the extent that the Counterparty
fails to make any payment by the close of business on the day it is required
to
make payment under the terms of the Swap Agreement, the Supplemental Interest
Trust Trustee shall, promptly following actual notice by a Responsible Officer
of the Trustee of the Swap Counterparty’s failure to pay, demand that the
Guarantor make any and all payments then required to be made by the Guarantor
pursuant to such Guaranty; provided, that the Supplemental Interest Trust
Trustee shall in no event be liable for any failure or delay in the performance
by the Swap Counterparty or any Guarantor of its obligations hereunder or
pursuant to the Swap Agreement and the Guaranty, nor for any special, indirect
or consequential loss or damage of any kind whatsoever (including but not
limited to lost profits) in connection therewith.
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) Upon
a Swap Early Termination (as defined in the Swap Agreement) other than in
connection with the optional termination of the Trust, the Supplemental Interest
Trust Trustee will cooperate with the Depositor in the Depositor’s appointment
of a successor Swap Counterparty and will, at the direction of the Depositor
and
on behalf of the Supplemental Interest Trust, enter into a new swap agreement
on
substantially similar terms as the Swap Agreement, with a successor Swap
Counterparty meeting all rating agency requirements and any third party consent
requirements. If the Supplemental Interest Trust Trustee receives a Swap
Termination Payment (as defined in the Swap Agreement) from the Swap
Counterparty in connection with such Swap Early Termination, the Supplemental
Interest Trust Trustee will apply such Swap Termination Payment to any upfront
payment required to appoint the successor Swap Counterparty. If the Supplemental
Interest Trust Trustee is required to pay a Swap Termination Payment to the
Swap
Counterparty in connection with such Swap Early Termination, the Supplemental
Interest Trust Trustee will apply any upfront payment received from the
successor Swap Counterparty to pay such Swap Termination Payment. If
a successor Swap Counterparty is not appointed within 30 days of the Swap Early
Termination, then the Supplemental Interest Trust Trustee will deposit any
Swap
Termination Payment received from the original Swap Counterparty into a
separate, non-interest bearing reserve account and will, on or before each
subsequent Distribution Date, withdraw from the amount then remaining on deposit
in such reserve account an amount equal to the Net Swap Payment, if any, that
would have been paid to the Supplemental Interest Trust Trustee by the original
Swap Counterparty calculated in accordance with the terms of the original Swap
Agreement, and distribute such amount in accordance with Section 4.01 of this
Agreement.
Upon
a
Swap Early Termination (as defined in the Swap Agreement) in connection with
the
optional termination of the Trust, if the Supplemental Interest Trust Trustee
is
required to make a Swap Termination Payment (as defined in the Swap Agreement)
to the Swap Counterparty, the party exercising such optional termination of
the
Trust will be required to include in its payment an amount equal to such Swap
Termination Payment. If the Supplemental Interest Trust Trustee
receives a Swap Termination Payment from the Swap Counterparty, the Supplemental
Interest Trust Trustee will distribute such Swap Termination Payment in
accordance with Section 4.01 of this Agreement.
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 SERVICER
SECTION
5.01. Advances
by the Servicer.
With
respect to the Mortgage Loans, the Servicer shall deposit in the Collection
Account as Advances an amount equal to all Scheduled Payments (with interest
at
the Mortgage Rate less the Servicing Fee Rate) which were due on such Mortgage
Loans serviced by it during the applicable Collection Period and which were
delinquent (under the MBA method) at the close of business on the immediately
preceding Determination Date; provided, however, that with respect
to any Balloon Loan that is delinquent on its maturity date, the Servicer shall
not be required to advance the related balloon payment but shall be required
to
continue to make Advances in accordance with this Section 5.01 with respect
to such Balloon Loan in an amount equal to an assumed scheduled payment that
would otherwise be due based on the original amortization schedule for that
Mortgage Loan (with interest at the Mortgage Rate less the Servicing Fee Rate)
to the extent the Servicer deems such amount to be recoverable. The
Servicer’s obligation to make such Advances as to any related Mortgage Loan
shall continue through the last Scheduled Payment due prior to the payment
in
full of such Mortgage Loan, or through the date that the related Mortgaged
Property has, in the judgment of the Servicer, been completely
liquidated. The Servicer shall not be required to advance shortfalls
of principal or interest resulting from the application of the Relief
Act.
The
Servicer will be obligated to advance or cause to be advanced to the Trustee,
from time to time, from (i) its own funds, (ii) funds in the Collection Account
that are not required to make payments to the Certificateholders for such
Distribution Date or (iii) a combination of (i) and (ii), Advances and Servicing
Advances. In addition, the servicer may reimburse itself for any
unreimbursed Advances and Servicing Advances to the extent of funds held in
the
collection account for future distribution that were not required to make
payments to the Certificateholders for such Distribution Date (provided that
such amounts must be deposited into the Collection Account prior to the next
Cash Remittance Date on which such amounts are to be included in the
distribution for the related Distribution Date).
With
respect to any Mortgage Loan, to the extent required by Accepted Servicing
Practices, the Servicer shall be obligated to make Advances in accordance with
the provisions of this Agreement; provided, however, that such
obligation with respect to any related Mortgage Loan shall cease if the Servicer
determines, in its reasonable opinion, that Advances with respect to such
Mortgage Loan are Nonrecoverable Advances. In the event that the
Servicer determines that any such Advances are Nonrecoverable Advances, the
Servicer shall provide the Trustee with a certificate signed by a Servicing
Officer evidencing such determination.
With
respect to any of the Mortgage Loans, if an Advance is required to be made
hereunder by the Servicer, the Servicer shall prior to 12:00 Noon, New York
City
time, on the Cash Remittance Date either (i) deposit in the Collection
Account from its own funds an amount equal to such Advance, (ii) cause to
be made an appropriate entry in the records of the Collection Account that
funds
in such account being held for future distribution or withdrawal have been,
as
permitted by this Section 5.01, used by the Servicer to make such Advance
or (iii) make Advances in the form of any combination of clauses
(i) and (ii) aggregating the amount of such Advance. Any such funds
being held in a Collection Account for future distribution and so used shall
be
replaced by the Servicer from its own funds by deposit in such Collection
Account on or before any future Distribution Date in which such funds would
be
due or from other funds in such Collection Account being held for future
distribution at that time.
ARTICLE
VI
THE
CERTIFICATES
SECTION
6.01. The
Certificates.
As
set
forth in Section 6.01 of ARTICLE VI of the Standard Terms.
SECTION
6.02. Registration
of Transfer and Exchange of Certificates.
(a) As
set forth in the Standard Terms.
(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) As
set forth in the Standard Terms.
(f) No
transfer of a Private Certificate or a Residual Certificate shall be made unless
the Trustee and the Depositor shall have received either (i) a representation
from the transferee of such Certificate, substantially in the form of Exhibit
M-1 or Exhibit M-2, or Exhibit M-3, as applicable, to the effect that such
transferee is not an employee benefit plan or arrangement subject to Section
406
of ERISA or a plan subject to Section 4975 of the Code (or comparable provisions
of any subsequent enactments) (each, a “Plan”), nor a person acting on behalf of
a Plan nor using the assets of a Plan to effect such transfer or (ii) in the
case of any such Certificate presented for registration in the name of a Plan,
or a trustee of a Plan or any other person acting on behalf of a Plan or using
such Plan’s assets, an Opinion of Counsel satisfactory to the Trustee, which
Opinion of Counsel shall not be an expense of either the Trustee or the Trust
Fund, addressed to the Trustee and the Depositor for the benefit of the Trustee,
the Depositor and the Servicer and on which they may rely, to the effect that
the purchase or holding of such Certificate will be permitted under applicable
law, will not result in a non-exempt prohibited transaction under ERISA or
Section 4975 of the Code and will not subject the Trustee, any Depositor, the
Special Servicer or the Servicer to any obligation or any liability in addition
to those expressly undertaken in this Agreement. Notwithstanding anything else
to the contrary herein, any purported transfer of a Private Certificate or
a
Residual Certificate to or on behalf of a Plan without the delivery to the
Trustee and the Depositor of an Opinion of Counsel satisfactory to the Trustee
as described above shall be void and of no effect.
Except
in
the case of a Private Certificate or Residual Certificate, prior to the
termination of the Supplemental Interest Trust, no transfer of a Certificate
shall be made unless either (i) the Trustee and the Depositor shall have
received a representation from the transferee of such Certificate acceptable
to
and in form and substance satisfactory to the Trustee and the Depositor, to
the
effect that such transferee is not a Plan or a Person acting on behalf of a
Plan
or using the assets of a Plan or (ii) the transferee provides a representation,
or is deemed to represent in the case of the Book-Entry Certificates that (A)
it
is an accredited investor within the meaning of the Underwriter’s Exemption and
(B) that the proposed transfer and holding of such Certificate are eligible
for
exemptive relief under Prohibited Transaction Exemption (“PTE”) 95-60 or, except
in the case of an ERISA-Restricted Certificate, ▇▇▇ ▇▇-▇▇, ▇▇▇ ▇▇-▇▇, ▇▇▇ ▇▇-▇,
▇▇▇ 95-60 or PTE 96-23. Any Holder of a Certificate or any interest therein
that
is a Book-Entry Certificate shall be deemed to have made the representations
described in the preceding sentence.
Except
in
the case of a Private Certificate or Residual Certificate, subsequent to the
termination of the Supplemental Interest Trust, each beneficial owner of an
ERISA-Restricted Certificate or any interest therein shall be deemed to have
represented, by virtue of its acquisition or holding of that certificate or
interest therein, that either (i) it is not a Plan or investing with assets
of a
Plan or (ii) (1) it is an insurance company, (2) the source of funds used to
acquire or hold the Certificate or interest therein is an “insurance company
general account,” as such term is defined in PTE 95-60, and (3) the conditions
in Sections I and III of PTE 95-60 have been satisfied.
To
the
extent permitted under applicable law (including, but not limited to, ERISA),
the Trustee shall be under no liability to any Person for any registration
of
transfer of any Certificate that is in fact not permitted by this Section
6.02(f) or for making any payments due on such Certificate to the Holder thereof
or taking any other action with respect to such Holder under the provisions
of
this Agreement so long as the transfer was registered by the Trustee in
accordance with the foregoing requirements.
No
transfer of the Class X Certificates shall be made unless the transferee of
such
Certificates provides to the Trustee the appropriate tax certification form
(i.e., IRS Form W- 9 or IRS Form ▇-▇▇▇▇, ▇-▇▇▇▇, ▇-▇▇▇▇ or W-8ECI, as applicable
(or any successor form thereto)), as a condition to such transfer and agrees
to
update such forms (i) upon expiration of any such form, (ii) as required under
then applicable U.S. Treasury regulations and (iii) promptly upon learning
that
any IRS Form W-9 or IRS Form ▇-▇▇▇▇, ▇-▇▇▇▇, ▇-▇▇▇▇ or W-8ECI, as applicable
(or
any successor form thereto), has become obsolete or incorrect. Upon receipt
of
any such tax certification form from a transferee of any Class X Certificate,
the Trustee shall provide a copy of such tax certification form to the
Supplemental Interest Trust Trustee. The Supplemental Interest Trust Trustee
shall provide to the Swap Provider a copy of any such tax certification form
received from the Trustee.
(g) As
set forth in the Standard Terms.
(h) As
set forth in the Standard Terms.
(i) As
set forth in the Standard Terms.
SECTION
6.03. Mutilated,
Destroyed, Lost or Stolen Certificates.
As
set
forth in Section 6.03 of ARTICLE VI of the Standard Terms.
SECTION
6.04. Persons
Deemed Owners.
As
set
forth in Section 6.04 of ARTICLE VI of the Standard Terms.
SECTION
6.05. Access
to List of Certificateholders’ Names and Addresses.
As
set
forth in Section 6.05 of ARTICLE VI of the Standard Terms.
SECTION
6.06. Maintenance
of Office or Agency.
As
set
forth in Section 6.06 of ARTICLE VI of the Standard Terms.
SECTION
6.07. Book
Entry Certificates.
As
set
forth in Section 6.07 of ARTICLE VI of the Standard Terms.
SECTION
6.08. Notices
to Clearing Agency.
As
set
forth in Section 6.08 of ARTICLE VI of the Standard Terms.
SECTION
6.09. Definitive
Certificates.
As
set
forth in Section 6.09 of ARTICLE VI of the Standard Terms.
ARTICLE
VII
THE
DEPOSITOR, THE SELLER, THE SERVICER AND THE SPECIAL SERVICER
|
|
SECTION
7.01.
|
Liabilities
of the Seller, the Depositor, the Servicer and the Special
Servicer.
|
As
set
forth in Section 7.01 of ARTICLE VII of the Standard Terms.
|
|
SECTION
7.02.
|
Merger
or Consolidation of the Seller, the Depositor, the Servicer or the
Special
Servicer.
|
As
set
forth in Section 7.02 of ARTICLE VII of the Standard Terms.
|
|
SECTION
7.03.
|
Limitation
on Liability of the Seller, the Depositor, the Servicer, the Special
Servicer and Others.
|
As
set
forth in Section 7.03 of ARTICLE VII of the Standard Terms.
|
|
SECTION
7.04.
|
The
Servicer and the Special Servicer Not to Resign; Transfer of
Servicing.
|
As
set
forth in Section 7.04 of ARTICLE VII of the Standard Terms.
|
|
SECTION
7.05.
|
The
Seller, the Special Servicer and the Servicer May Own
Certificates.
|
As
set
forth in Section 7.05 of ARTICLE VII of the Standard Terms.
ARTICLE
VIII
DEFAULT
SECTION
8.01. Events
of Default.
“Event
of
Default,” wherever used herein, and as to the Servicer, means any one of the
following events (whatever reason for such Event of Default and whether it
shall
be voluntary or involuntary or be effected by operation of law or pursuant
to
any judgment, decree or order of any court or any order, rule or regulation
of
any administrative or governmental body):
(a) any
failure by the Servicer to remit to the Certificateholders or to the Trustee
any
payment other than an Advance required to be made by the Servicer under the
terms of this Agreement, which failure shall continue unremedied for a period
of
one Business Day after the date upon which written notice of such failure shall
have been given to the Servicer by the Trustee or the Depositor or to the
Servicer and the Trustee by the Holders of Certificates having not less than
25%
of the Voting Rights evidenced by the Certificates; or
(b) any
failure by the Servicer to observe or perform in any material respect any other
of the covenants or agreements on the part of the Servicer contained in this
Agreement (except as set forth in (c) and (g) below) which failure
(i) materially affects the rights of the Certificateholders and
(ii) shall continue unremedied for a period of 60 days after the date on
which written notice of such failure shall have been given to the Servicer
by
the Trustee or the Depositor, or to the Servicer and the Trustee by the Holders
of Certificates evidencing not less than 25% of the Voting Rights evidenced
by
the Certificates; or
(c) if
a representation or warranty set forth in Section 2.03 hereof made solely
in its capacity as the Servicer shall prove to be materially incorrect as of
the
time made in any respect that materially and adversely affects interests of
the
Certificateholders, and the circumstances or condition in respect of which
such
representation or warranty was incorrect shall not have been eliminated or
cured
within 90 days after the date on which written notice thereof shall have been
given to the Servicer by the Trustee for the benefit of the Certificateholders
or by the Depositor; or
(d) a
decree or order of a court or agency or supervisory authority having
jurisdiction in the premises for the appointment of a conservator or receiver
or
liquidator in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or liquidation of
its
affairs, shall have been entered against the Servicer and such decree or order
shall have remained in force undischarged or unstayed for a period of 60 days;
or
(e) the
Servicer shall consent to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to the Servicer or all or
substantially all of the property of the Servicer; or
(f) the
Servicer shall admit in writing its inability to pay its debts generally as
they
become due, file a petition to take advantage of, or commence a voluntary case
under, any applicable insolvency or reorganization statute, make an assignment
for the benefit of its creditors, or voluntarily suspend payment of its
obligations; or
(g) any
failure of the Servicer to make any Advance in the manner and at the time
required to be made from its own funds pursuant to Section 5.01 of this
Agreement; or
(h) either
(a) the servicer rankings or ratings for the Servicer are downgraded to
“below average” status by one or more of the Rating Agencies rating the
Certificates or (b) one or more Classes of the Certificates are downgraded
or placed on negative watch due in whole or in part to the performance or
servicing of the Servicer; or
(i) the
servicer rankings or ratings for the Servicer are downgraded two or more levels
below the level in effect on the Closing Date by one or more of the Rating
Agencies rating the Certificates; or
(j) any
failure by the Servicer to either (a) remit payment of an Assigned
Prepayment Premium to the Collection Account or (b) remit funds in the
amount equal to an Assigned Prepayment Premium which the Servicer has failed
to
collect, in each case as required pursuant to this Agreement, which failure
continues unremedied for a period of one Business Day after the date upon which
written notice of such failure, requiring the same to be remedied, shall have
been given to the Servicer by the Trustee or the Depositor; or
(k) any
failure by the Servicer to comply with the provisions of Article
XIII.
If
an
Event of Default due to the actions or inaction of the Servicer described in
clauses (a) through (f) and (k) of this Section 8.01 shall
occur, then, and in each and every such case, so long as such Event of Default
shall not have been remedied, the Trustee shall at the direction of DLJMC or
the
Holders of Certificates evidencing not less than 25% of the Voting Rights
evidenced by the Certificates, by notice in writing to the Servicer (with a
copy
to the Rating Agencies), terminate all of the rights and obligations of the
Servicer under this Agreement (other than rights to reimbursement for Advances
and Servicing Advances previously made, as provided in
Section 3.08).
If
an
Event of Default described in clause (g) shall occur and if the Servicer
has failed to make any Advance, the Trustee, shall prior to the next
Distribution Date, immediately make such Advance and terminate the rights and
obligations of the Servicer, as applicable, hereunder and succeed to the rights
and obligations of the Servicer, as applicable, hereunder pursuant to
Section 8.02, including the obligation to make Advances on such succeeding
Distribution Date pursuant to the terms hereof.
If
an
Event of Default described in clause (h), (i) or (j) occurs, the Trustee
shall at the direction of DLJMC, by notice in writing to the Servicer, terminate
all of the rights and obligations of the Servicer under this Agreement (other
than rights to reimbursement for Advances and Servicing Advances previously
made, as provided in Section 3.08) and shall appoint as successor Servicer
the entity selected by DLJMC in accordance with Section 8.02;
provided that DLJMC shall first furnish to the Trustee a letter from each
Rating Agency that the appointment of such successor will not result in a
downgrading of the rating of any of the Certificates.
|
|
SECTION
8.02.
|
Trustee
to Act; Appointment of
Successor.
|
On
and
after the time the Servicer receives a notice of termination pursuant to
Section 8.01 hereof or resigns pursuant to Section 7.04 hereof,
subject to the provisions of Section 3.04 hereof, the Trustee shall be the
successor in all respects to the Servicer, as applicable, in its capacity as
servicer under this Agreement and with respect to the transactions set forth
or
provided for herein and shall be subject to all the responsibilities, duties
and
liabilities relating thereto placed on the Servicer by the terms and provisions
hereof; provided, that the Trustee shall not be deemed to have made any
representation or warranty as to any Mortgage Loan made by the Servicer and
shall not effect any repurchases or substitutions of any Mortgage
Loan. As compensation therefor, the Trustee shall be entitled to all
funds relating to the Mortgage Loans that the Servicer (the “Replaced Servicer”)
would have been entitled to charge to the Collection Account if the Replaced
Servicer had continued to act hereunder (except that the Replaced Servicer
shall
retain the right to be reimbursed for advances (including, without limitation,
Advances and Servicing Advances) theretofore made by the Replaced Servicer
with
respect to which it would be entitled to be reimbursed as provided in
Section 3.08 if it had not been so terminated or
resigned). Notwithstanding the foregoing, if the Trustee has become
the successor to a Replaced Servicer, in accordance with this Section 8.02,
the Trustee may, if it shall be unwilling to so act, or shall, if it is unable
to so act, appoint, or petition a court of competent jurisdiction to appoint,
any established mortgage loan servicing institution, the appointment of which
does not adversely affect the then current rating of the Certificates, as the
successor to the Servicer hereunder in the assumption of all or any part of
the
responsibilities, duties or liabilities of the Servicer, provided that
such successor to the Servicer shall not be deemed to have made any
representation or warranty as to any Mortgage Loan made by the
Servicer. Pending appointment of a successor to the Servicer
hereunder, the Trustee, unless such party is prohibited by law from so acting,
shall act in such capacity as provided herein. In connection with
such appointment and assumption, the Trustee may make such arrangements for
the
compensation of such successor out of payments on Mortgage Loans as it and
such
successor shall agree; provided, however, that no such
compensation shall be in excess of that permitted the Replaced Servicer,
hereunder. The Trustee and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession. Neither of the Trustee nor any other successor servicer
shall be deemed to be in default hereunder by reason of any failure to make,
or
any delay in making, any distribution hereunder or any portion thereof caused
by
the failure of a Replaced Servicer to deliver, or any delay in delivering,
cash,
documents or records to it.
A
Replaced Servicer that has been terminated shall, at the request of the Trustee,
but at the expense of such Replaced Servicer deliver to the assuming party
all
documents and records relating to the applicable Mortgage Loans and an
accounting of amounts collected and held by it and otherwise use commercially
reasonable efforts to effect the orderly and efficient transfer and assignment
of such servicing, but only to the extent of the Mortgage Loans serviced
thereunder, to the assuming party. Notwithstanding anything to the
contrary contained herein, the termination of the Servicer under this Agreement
shall not extend to any Sub-Servicer meeting the requirements of
Section 3.02(a) and otherwise servicing the related Mortgage Loans in
accordance with the servicing provisions of this Agreement.
The
Servicer shall cooperate with the Trustee and any successor servicer in
effecting the termination of a Replaced Servicer’s responsibilities and rights
hereunder, including without limitation, the transfer to such successor for
administration by it of all cash amounts which shall at the time be credited
by
the Servicer to the Collection Account or thereafter received with respect
to
the Mortgage Loans.
Neither
the Trustee nor any other successor servicer shall be deemed to be in default
hereunder by reason of any failure to make, or any delay in making, any
distribution hereunder or any portion thereof caused by (a) the failure of
the Servicer to (i) deliver, or any delay in delivering, cash, documents or
records to it, or (ii) cooperate as required by this Agreement, or
(b) restrictions imposed by any regulatory authority having jurisdiction
over the Servicer.
Any
successor to the Servicer as servicer shall during the term of its service
as
servicer maintain in force the policy or policies that the Servicer is required
to maintain pursuant to Section 3.09(b) hereof.
All
reasonable out of pocket costs and expenses (including attorney’s fees) incurred
in connection with transferring servicing to a successor Servicer shall be
paid
by the predecessor servicer (or if the predecessor servicer is the Trustee,
the
initial servicer) upon presentation of reasonable documentation of such costs
and expenses. If the Servicer that has been terminated fails to pay
all costs related to the transition of servicing to the successor Servicer,
the
successor Servicer shall be entitled to reimbursement of those amounts from
the
Trust.
In
connection with the termination or resignation of the Servicer hereunder, either
(i) the successor Servicer, including the Trustee if it is acting as
successor Servicer, shall represent and warrant that it or an affiliate is
a
member of MERS in good standing and shall agree to comply in all material
respects with the rules and procedures of MERS in connection with the servicing
of the related Mortgage Loans that are registered with MERS, or (ii) the
Replaced Servicer, at its sole expense, shall cooperate with the successor
Servicer either (x) in causing MERS to execute and deliver an Assignment of
Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee
and to execute and deliver such other notices, documents and other instruments
as may be necessary or desirable to effect a transfer of such Mortgage Loan
or
servicing of such Mortgage Loan on the MERS® System to the successor Servicer or
(y) in causing MERS to designate on the MERS® System the successor Servicer
as the servicer of such Mortgage Loan (at the cost and expense of the successor
Servicer to the extent such costs relate to the qualification of such successor
Servicer as a member of MERS, otherwise at the cost and expense of the Replaced
Servicer). The Replaced Servicer shall file or cause to be filed any
such assignment in the appropriate recording office. The successor
Servicer shall cause such assignment to be delivered to the Trustee promptly
upon receipt of the original with evidence of recording thereon or a copy
certified by the public recording office in which such assignment was
recorded.
SECTION
8.03. Notification
to Certificateholders.
(a) Upon
any termination or appointment of a successor to the Servicer, the Trustee
shall
give prompt written notice thereof to the Seller and the Certificateholders
at
their respective addresses appearing in the Certificate Register and to the
Rating Agencies.
(b) Within
two Business Days after the occurrence of any Event of Default, the Trustee
shall transmit by mail to the Seller and all Certificateholders, and the Rating
Agencies notice of each such Event of Default hereunder known to the Trustee,
unless such Event of Default shall have been cured or waived.
SECTION
8.04. Waiver
of Events of Default.
As
set
forth in Section 8.04 of ARTICLE VIII of the Standard Terms.
ARTICLE
IX
CONCERNING
THE TRUSTEE
SECTION
9.01. Duties
of Trustee.
The
Trustee, prior to the occurrence of an Event of Default and after the curing
or
waiver of all Events of Default that may have occurred, undertakes with respect
to the Trust Fund to perform such duties and only such duties as are
specifically set forth in this Agreement. In case an Event of Default
of which a Responsible Officer of the Trustee shall have actual
knowledge has occurred and remains uncured, the Trustee shall exercise such
of
the rights and powers vested in it by this Agreement, and use the same degree
of
care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of such person’s own
affairs. Any permissive right of the Trustee set forth in this
Agreement shall not be construed as a duty.
The
Trustee, upon receipt of all resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the Trustee that
are specifically required to be furnished pursuant to any provision of this
Agreement shall examine them to determine whether they conform to the
requirements of this Agreement. The Trustee shall have no duty to
recompute, recalculate or verify the accuracy of any resolution, certificate,
statement, opinion, report, document, order or other instrument so furnished
to
the Trustee. If any such instrument is found not to conform in any
material respect to the requirements of this Agreement, the Trustee shall notify
the Certificateholders of such instrument in the event that the Trustee, after
so requesting, does not receive a satisfactorily corrected
instrument.
No
provision of this Agreement shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act or
its
own misconduct, its negligent failure to perform its obligations in compliance
with this Agreement, or any liability which would be imposed by reason of its
willful misfeasance or bad faith; provided, however,
that:
(a) prior
to the occurrence of an Event of Default of which a Responsible
Officer of the Trustee shall have actual knowledge, and after the curing or
of
all such Events of Default that may have occurred, the duties and obligations
of
the Trustee shall be determined solely by the express provisions of this
Agreement, the Trustee shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this Agreement, no
implied covenants or obligations shall be read into this Agreement against
the
Trustee and the Trustee may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon any certificates
or
opinions furnished to the Trustee and conforming to the requirements of this
Agreement which it reasonably believed in good faith to be genuine and to have
been duly executed by the proper authorities respecting any matters arising
hereunder;
(b) the
Trustee shall not be liable for an error of judgment made in good faith by
a
Responsible Officer or Responsible Officers of the Trustee, unless it shall
be
finally proven that the Trustee was negligent in ascertaining the pertinent
facts;
(c) the
Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it in good faith in accordance with this Agreement at
the
direction of the Holders of Certificates evidencing greater than 50% of the
Voting Rights allocated to each Class of Certificates relating to the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under
this
Agreement;
(d) no
provision of this Agreement shall require the Trustee to expend or risk its
own
funds or otherwise incur any financial liability in the performance of any
of
its duties hereunder or in the exercise of any of its rights or powers if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured
to
it; and
(e) the
Trustee shall have no responsibility for any act or omission of a Custodian,
it
being understood and agreed that the Trustee and any Custodian are independent
contractors and not agents, partners or joint venturers.
The
Trustee shall not be deemed to have knowledge of any Event of Default or event
which, with notice or lapse of time, or both, would become an Event of Default,
unless a Responsible Officer of the Trustee shall have received written notice
thereof from the Servicer, the Depositor or a Certificateholder, or a
Responsible Officer of the Trustee has actual notice thereof, and in the absence
of such notice no provision hereof requiring the taking of any action or the
assumption of any duties or responsibility by the Trustee following the
occurrence of any Event of Default or event which, with notice or lapse of
time
or both, would become an Event of Default, shall be effective as to the
Trustee.
The
Trustee shall have no duty hereunder with respect to any complaint, claim,
demand, notice or other document it may receive or which may be alleged to
have
been delivered to or served upon it by the parties as a consequence of the
assignment of any Mortgage Loan hereunder; provided, however, that
the Trustee shall use its best efforts to remit to the Servicer upon receipt
of
any such complaint, claim, demand, notice or other document (i) which is
delivered to the Corporate Trust Office of the Trustee, (ii) of which a
Responsible Officer has actual knowledge, and (iii) which contains
information sufficient to permit the Trustee to make a determination that the
real property to which such document relates is a Mortgaged
Property.
SECTION
9.02. Certain
Matters Affecting the Trustee.
As
set
forth in Section 9.02 of ARTICLE IX of the Standard Terms.
SECTION
9.03. Trustee
Not Liable for Certificates or Mortgage Loans.
As
set
forth in Section 9.03 of ARTICLE IX of the Standard Terms.
SECTION
9.04. Trustee
May Own Certificates.
As
set
forth in Section 9.04 of ARTICLE IX of the Standard Terms.
SECTION
9.05. Trustee’s
Fees and Expenses.
(a) In
addition to the Trustee Fee, the Trustee, as compensation for its activities
hereunder, shall be entitled to withdraw from the Certificate Account on each
Distribution Date prior to making distributions pursuant to Section 4.01 any
investment income or other benefit derived from balances in the Certificate
Account for such Distribution Date pursuant to Section
3.05(e). Subject to the limitations set forth in Section 9.05(b), the
Trustee and any director, officer, employee or agent of the Trustee shall be
indemnified by by DLJMC (or if DLJMC shall fail to do so, by the Trust) and
held
harmless against any loss, liability or expense (including reasonable attorney’s
fees and expenses) incurred in connection with any claim or legal action
relating to (a) this Agreement, any Custodial Agreement or any Swap Agreement,
(b) the Certificates, or (c) the performance of any of the Trustee’s duties
hereunder (including, without limitation, website posting of statements, reports
or other information as required under this Agreement) or under any Custodial
Agreement or the Swap Agreement, other than any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence in the
performance of any of the Trustee’s duties hereunder or incurred by reason of
any action of the Trustee taken at the direction of the Certificateholders.
Such
indemnity shall survive the termination of this Agreement or the resignation
or
removal of the Trustee hereunder. Without limiting the foregoing, DLJMC (or
if
DLJMC shall fail to do so, by the Trust) shall, subject to the limitation set
forth in Section 9.05(b), and except for any such expense, disbursement or
advance as may arise from the Trustee’s negligence, bad faith or willful
misconduct, pay or reimburse the Trustee, for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Agreement with respect to: (A) the reasonable
compensation and the expenses and disbursements of its counsel not associated
with the closing of the issuance of the Certificates, (B) the reasonable
compensation, expenses and disbursements of any accountant, engineer or
appraiser that is not regularly employed by the Trustee, to the extent that
the
Trustee must engage such persons to perform acts or services hereunder, (C)
printing and engraving expenses in connection with preparing any Definitive
Certificates and (D) any other reasonable expenses incurred other than in the
ordinary course of its business by the Trustee in connection with its duties
hereunder. Except as otherwise provided herein, the Trustee shall not be
entitled to payment or reimbursement for any routine ongoing expenses incurred
by the Trustee in the ordinary course of its duties as Trustee or Paying Agent
hereunder or for any other expenses.
(b) Notwithstanding
anything to the contrary in this Agreement, DLJMC (or if DLJMC shall fail to
do
so, by the Trust) shall not be obligated to pay to the Trustee more than, in
the
aggregate, $150,000 per year pursuant to Section 9.05(a) hereof; provided that
any amounts not payable by DLJMC or the Trust to the Trustee due to such
limitation shall be payable by DLJMC (or if DLJMC fails to do so, by the Trust)
in any succeeding year, subject to the aggregate $150,000 per annum limitation
imposed by the preceding limitation. Other than as set forth in this
Section 9.05, the Trustee shall not be entitled to any other compensation or
reimbursement for loss or expenses. Anything in this Agreement to the
contrary notwithstanding, in no event shall the Trustee be liable for special,
indirect or consequential loss or damage of any kind whatsoever (including
but
not limited to lost profits), even if the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of
action.
SECTION
9.06. Eligibility
Requirements for Trustee.
The
Trustee hereunder shall at all times be a corporation or association organized
and doing business under the laws of any state or the United States of America,
authorized under such laws to exercise corporate trust powers, having ratings
on
its long term debt obligations at the time of such appointment in at least
the
third highest rating category by both ▇▇▇▇▇’▇ and S&P (provided that if such
rating is in the third highest rating category of S&P, the Trustee shall
also have a short-term rating from S&P of A-1) or such lower ratings as will
not cause ▇▇▇▇▇’▇ or S&P to lower their then current ratings of the
Certificates, having a combined capital and surplus of at least $50,000,000
and
subject to supervision or examination by federal or state
authority. If such corporation or association publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 9.06 the combined capital and surplus of such corporation or
association shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. In case at any
time the Trustee shall cease to be eligible in accordance with the provisions
of
this Section 9.06, the Trustee shall resign immediately in the manner and
with the effect specified in Section 9.07 hereof.
SECTION
9.07. Resignation
and Removal of Trustee.
As
set
forth in Section 9.07 of ARTICLE IX of the Standard Terms.
SECTION
9.08. Successor
Trustee.
Any
successor trustee appointed as provided in Section 9.07 hereof shall execute,
acknowledge and deliver to the Depositor and to its predecessor trustee an
instrument accepting such appointment hereunder and thereupon the resignation
or
removal of the predecessor trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as trustee
herein. The Depositor, upon receipt of all amounts due it hereunder,
and the predecessor trustee shall execute and deliver such instruments and
do
such other things as may reasonably be required for more fully and certainly
vesting and confirming in the successor trustee all such rights, powers, duties,
and obligations.
No
successor trustee shall accept appointment as provided in this Section 9.08
unless at the time of such acceptance such successor trustee shall be eligible
under the provisions of Section 9.06 hereof and its acceptance shall not
adversely affect the then current rating of the Certificates.
Upon
acceptance of appointment by a successor trustee as provided in this Section
9.08, the Depositor shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Depositor fails to mail such notice
within ten days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of the
Depositor.
Any
Person appointed as successor trustee pursuant to Section 9.07 of Article IX
of
the Standard Terms shall also be required to serve as successor Supplemental
Interest Trust Trustee under the Swap Agreement.
SECTION
9.09. Merger
or Consolidation of Trustee.
As
set
forth in Section 9.09 of ARTICLE IX of the Standard Terms.
SECTION
9.10. Appointment
of Co-Trustee or Separate Trustee.
As
set
forth in Section 9.10 of ARTICLE IX of the Standard Terms.
SECTION
9.11. Office
of the Trustee.
As
set
forth in Section 9.11 of ARTICLE IX of the Standard Terms.
SECTION
9.12. Tax
Return.
The
Servicer, upon request, shall furnish the Trustee with all such information
related to the Mortgage Loans in the possession of the Servicer as may be
reasonably required in connection with the preparation by the Trustee of all
tax
and information returns of the Trust Fund, and the Trustee shall sign such
returns. The Servicer shall indemnify the Trustee for all reasonable costs,
including legal fees and expenses, related to errors in such tax returns due
to
errors only in such information provided by the Servicer.
SECTION
9.13. Determination
of Certificate Index.
On
each
Interest Determination Date, the Trustee shall determine each Certificate Index
for the Accrual Period and such rate shall be final and binding, absent a
manifest error of the Trustee.
SECTION
9.14. Tax
Matters.
It
is
intended that the assets with respect to which the REMIC elections are to be
made, as set forth in the Preliminary Statement, shall constitute, and that
the
conduct of matters relating to each such segregated pool of assets shall be
such
as to qualify such assets as, a “real estate mortgage investment conduit” as
defined in and in accordance with the Trust Fund Provisions. In furtherance
of
such intention, the Trustee covenants and agrees that it shall act as agent
(and
the Trustee is hereby appointed to act as agent) for the Tax Matters Person
and
on behalf of the Trust Fund and that in such capacity it shall: (a) prepare
and
file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate
Mortgage Investment Conduit Income Tax Return (Form 1066 or any successor form
adopted by the Internal Revenue Service) and prepare and file or cause to be
prepared and filed with the Internal Revenue Service and applicable state or
local tax authorities income tax or information returns for each taxable year
with respect to each of REMIC I, REMIC II, REMIC III and REMIC IV containing
such information and at the times and in the manner as may be required by the
Code or state or local tax laws, regulations, or rules, and furnish or cause
to
be furnished to Certificateholders the schedules, statements or information
at
such times and in such manner as may be required thereby; (b) within thirty
days
of the Closing Date, furnish or cause to be furnished to the Internal Revenue
Service, on Forms 8811 or as otherwise may be required by the Code, the name,
title, address, and telephone number of the person that the holders of the
Certificates may contact for tax information relating thereto, together with
such additional information as may be required by such form, and update such
information at the time or times in the manner required by the Code; (c) make
or
cause to be made elections that the assets of each of REMIC I, REMIC II, REMIC
III and REMIC IV be treated as a REMIC on the federal tax return for its first
taxable year (and, if necessary, under applicable state law); (d) prepare and
forward, or cause to be prepared and forwarded, to the Certificateholders and
to
the Internal Revenue Service and, if necessary, state tax authorities, all
information returns and reports as and when required to be provided to them
in
accordance with the REMIC Provisions, including without limitation, the
calculation of any original issue discount using the Prepayment Assumption;
(e)
provide information necessary for the computation of tax imposed on the transfer
of a Residual Certificate to a Person that is not a Permitted Transferee, or
an
agent (including a broker, nominee or other middleman) of a Non-Permitted
Transferee, or a pass-through entity in which a Non-Permitted Transferee is
the
record holder of an interest (the reasonable cost of computing and furnishing
such information may be charged to the Person liable for such tax); (f) to
the
extent that they are under its control, conduct matters relating to such assets
at all times that any Certificates are outstanding so as to maintain the status
of REMIC I, REMIC II, REMIC III and REMIC IV as a REMIC under the REMIC
Provisions; (g) not knowingly or intentionally take any action or omit to take
any action that would cause the termination of the REMIC status of REMIC I,
REMIC II, REMIC III and REMIC IV; (h) pay, from the sources specified in the
fourth paragraph of this Section 9.14, the amount of any federal or state tax,
including prohibited transaction taxes as described below, imposed on the Trust
Fund prior to its termination when and as the same shall be due and payable
(but
such obligation shall not prevent the Trustee or any other appropriate Person
from contesting any such tax in appropriate proceedings and shall not prevent
the Trustee from withholding payment of such tax, if permitted by law, pending
the outcome of such proceedings); (i) ensure that federal, state or local income
tax or information returns shall be signed by the Trustee or such other person
as may be required to sign such returns by the Code or state or local laws,
regulations or rules; (j) maintain records relating to the Trust Fund, including
but not limited to the income, expenses, assets and liabilities thereof and
the
fair market value and adjusted basis of the assets determined at such intervals
as may be required by the Code, as may be necessary to prepare the foregoing
returns, schedules, statements or information; and (k) as and when necessary
and
appropriate, represent the Trust Fund in any administrative or judicial
proceedings relating to an examination or audit by any governmental taxing
authority, request an administrative adjustment as to any taxable year of the
Trust Fund, enter into settlement agreements with any governmental taxing
agency, extend any statute of limitations relating to any tax item of the Trust
Fund, and otherwise act on behalf of the Trust Fund in relation to any tax
matter or controversy involving it.
To
the
extent that they are under its control, the Servicer shall conduct matters
relating to the assets of each REMIC at all times that any Certificates are
outstanding so as to maintain the status of REMIC I, REMIC II, REMIC III and
REMIC IV as a REMIC under the REMIC Provisions. No Servicer shall knowingly
or
intentionally take any action that would cause the termination of the REMIC
status of REMIC I, REMIC II, REMIC III and REMIC IV.
In
order
to enable the Trustee to perform its duties as set forth herein, the Depositor
shall provide, or cause to be provided, to the Trustee within ten (10) days
after the Closing Date all information or data that the Trustee requests in
writing and 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. Thereafter, the Depositor shall provide to the Trustee
promptly upon written request therefor any such additional information or data
that the Trustee may, from time to time, reasonably request in order to enable
the Trustee to perform its duties as set forth herein. DLJMC hereby indemnifies
the Trustee for any losses, liabilities, damages, claims or expenses of the
Trustee arising from any errors or miscalculations of the Trustee that result
from any failure of the Depositor to provide, or to cause to be provided,
accurate information or data to the Trustee on a timely basis.
In
the
event that any tax is imposed on “prohibited transactions” of the Trust Fund as
defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure
property” of the Trust Fund as defined in Section 860G(c) of the Code, on any
contribution to the Trust Fund after the Startup Day pursuant to Section 860G(d)
of the Code, or any other tax is imposed, if not paid as otherwise provided
for
herein, such tax shall be paid by (i) the Trustee, if any such other tax arises
out of or results from a breach by the Trustee of any of its obligations under
this Agreement, (ii) the related Servicer or the Seller, in the case of any
such
minimum tax, if such tax arises out of or results from a breach by such Servicer
or the Seller of any of their obligations under this Agreement or (iii) the
Seller, if any such tax arises out of or results from the Seller’s obligation to
repurchase a related Mortgage Loan pursuant to Section 2.02 or 2.03 or (iv)
in
all other cases, or in the event that the Trustee, the related Servicer or
Seller fails to honor its obligations under the preceding clauses (i), (ii)
or
(iii), any such tax will be paid with amounts otherwise to be distributed to
the
Certificateholders, as provided in Section 4.02.
Neither
a
Servicer nor the Trustee shall enter into any arrangement by which any of REMIC
I, REMIC II, REMIC III or REMIC IV will receive a fee or other compensation
for
services nor permit any of REMIC I, REMIC II, REMIC III or REMIC IV 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.
|
|
SECTION
9.15.
|
Indemnification
with Respect to Certain Taxes and Loss of REMIC
Status.
|
In
the
event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC,
or incurs federal, state or local taxes as a result of a prohibited transaction
or prohibited contribution under the REMIC Provisions due to the negligent
performance by the Servicer of its duties and obligations set forth herein,
the
Servicer shall indemnify the Trustee and the Trust Fund against any and all
losses, claims, damages, liabilities or expenses (“Losses”) resulting from such
negligence; provided, however, that the Servicer shall not be liable for any
such Losses attributable to the negligence of the Trustee, the Depositor or
the
Holder of such Class R Certificate, as applicable, nor for any such Losses
resulting from misinformation provided by the Holder of such Class R Certificate
on which the Servicer has relied. The foregoing shall not be deemed
to limit or restrict the rights and remedies of the Holder of such Class R
Certificate now or hereafter existing at law or in
equity. Notwithstanding the foregoing, however, in no event shall the
Servicer have any liability (1) for any action or omission that is taken by
it
in accordance with and in compliance with the express terms of, or which is
expressly permitted by the terms of, this Agreement, (2) for any Losses other
than arising out of a negligent performance by the Servicer of its duties and
obligations set forth herein, and (3) for any special or consequential damages
to Certificateholders (in addition to payment of principal and interest on
the
Certificates).
ARTICLE
X
[Reserved].
ARTICLE
XI
TERMINATION
|
|
SECTION
11.01.
|
Termination
upon Liquidation or Purchase of all Mortgage
Loans.
|
The
obligations and responsibilities of any Special Servicer, the Servicer, the
Seller, the Depositor and the Trustee created hereby with respect to the related
Loan Group(s) created hereby shall terminate upon the earlier of:
(a) the
purchase by the Terminating Entity, at its election, of all Mortgage Loans
and
all property acquired in respect of any remaining Mortgage Loan, 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, at the time of the purchase is less than or equal to 10% of the Aggregate
Loan Balance; provided that if the Terminating Entity does not exercise such
option, Ocwen, in its capacity as Servicer, may exercise such option on or
after
the date which the aggregate Principal Balance of the Mortgage Loans declines
below 5% of the Aggregate Loan Balance as of the Cut-off Date; or
(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.
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
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, 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 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
Servicer, the Custodian and the Trustee and (B) any Swap Termination Payments
owed to the Swap Counterparty which remains unpaid or which is due to the
exercise of such option (the “Swap Optional Termination Payment”).
(c) [Reserved].
(d) [Reserved].
SECTION
11.02. [Reserved].
SECTION
11.03. Procedure
Upon Optional Termination.
(a) In
case of any Optional Termination, the Terminating Entity or Ocwen, as
applicable, shall, no later than ten (10) days prior to the first day of
the related Optional Termination Notice Period, notify the Trustee of such
Optional Termination Date and of the applicable purchase price of the Mortgage
Loans to be purchased. Upon purchase by the Terminating Entity or
Ocwen, as applicable, of any Mortgage Loans pursuant to Section 11.01, the
Trustee shall notify the 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.
In
connection with any Optional Termination, four (4) Business Days prior to the
final Distribution Date specified in the notice required pursuant to this
Section 11.03(a), the Trustee shall, no later than 4:00 pm New York City time
on
such day, request in writing (in accordance with the applicable provision in
the
Swap Agreement) and by phone from the Swap Counterparty the amount of the
Estimated Swap Termination Payment. The Swap Counterparty shall, no
later than 2:00 pm on the following Business Day, notify in writing (which
may
be done in electronic format) the Trustee of the amount of the Estimated Swap
Termination Payment; the Trustee shall promptly on the same day notify the
Terminating Entity of the amount of the Estimated Swap Termination
Payment.
(b) Any
purchase of the Mortgage Loans by the Terminating Entity or Ocwen, as
applicable, shall be made on an Optional Termination Date in accordance with
the
following procedures. Two (2) Business Days prior to the final Distribution
Date
specified in the notice required pursuant to this Section 11.03, (i) the
Terminating Entity or Ocwen, as applicable, shall, no later than 1:00 pm New
York City time on such day, deposit funds in the Certificate Account in an
amount equal to the sum of the Mortgage Loan Purchase Price (other than the
Swap
Optional Termination Payment) and the Estimated Swap Termination Payment, and
(ii) if the Trustee shall have determined that the aggregate Stated Principal
Balance of all of the Mortgage Loans in the Trust Fund and the appraised value
of the REO Properties as of the related Determination Date is less than 10%
or
5%, as applicable, of the Aggregate Loan Balance as of the Cut-off Date and
that
all other requirements of the Optional Termination have been met, including
without limitation, the deposit required pursuant to the second paragraph of
this Section 11.03 as well as the requirements specified in Section 11.04,
then
the Trustee shall, on the same Business Day, provide written notice to the
Terminating Entity or Ocwen, as applicable, the Depositor, the Servicer and
the
Swap Counterparty (in accordance with the applicable provision of the Swap
Agreement) confirming (a) its receipt of the Mortgage Loan Purchase Price (other
than the Swap Optional Termination Payment) and the Estimated Swap Termination
Payment and (b) that all other requirements of the Optional Termination have
been met. Upon the Trustee’s providing the notice described in the
preceding sentence, the Optional Termination shall become irrevocable, the
notice to Certificateholders of such Optional Termination provided pursuant
to
the preceding paragraph of this Section 11.03 shall become unrescindable, the
Swap Counterparty shall determine the Swap Optional Termination Payment in
accordance with the Swap Agreement, and the Swap Counterparty shall provide
to
the Trustee written notice of the amount of the Swap Optional Termination
Payment not later than one Business Day prior to the final Distribution Date
specified in the notice required pursuant to this Section 11.03. Upon
receipt by the Trustee of an Officer’s Certificate of the Terminating Entity or
Ocwen, as applicable, certifying as to the deposit of such amounts into the
Certificate Account, the Trustee shall, upon request and at the expense of
the
Terminating Entity or Ocwen, as applicable, execute and deliver all such
instruments of transfer or assignment delivered to it by the Terminating Entity,
or Ocwen, as applicable, in each case without recourse, as shall be reasonably
requested by the Terminating Entity or Ocwen, as applicable, to vest title
in
the Terminating Entity or Ocwen, as applicable, in the Mortgage Loans so
purchased and shall transfer or deliver to the Terminating Entity or Ocwen,
as
applicable, the purchased Mortgage Loans. Any distributions on the
Mortgage Loans which have been subject to an Optional Termination received
by
the Trustee subsequent to (or with respect to any period subsequent to) the
Optional Termination Date shall be promptly remitted by it to the Terminating
Entity.
(c) Notice
of the Distribution Date on which the Trustee anticipates that the final
distribution shall be made on a Class of Certificates (whether upon Optional
Termination or otherwise), shall be given promptly by the Trustee 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 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).
(d) Upon
presentation and surrender of the Certificates, the Trustee shall cause the
final distribution to the Certificateholders of each Class on the final
Distribution Date to be made in accordance with the priorities of Section
4.01. In connection with any Optional Termination, only an amount
equal to the Mortgage Loan Purchase Price less any Swap Optional Termination
Payment shall be made available for distribution to the Regular Certificates.
Any Estimated Swap Termination Payment deposited into the Certificate Account
by
the Terminating Entity or Ocwen, as applicable, shall be withdrawn by the
Trustee from the Certificate Account on the related final Distribution Date
and
distributed as follows: (i) to the Supplemental Interest Trust for
payment to the Swap Counterparty in accordance with Section 4.08, an amount
equal to the Swap Optional Termination Amount calculated pursuant to the Swap
Agreement, provided that in no event shall the amount distributed to the Swap
Counterparty in respect of the Swap Optional Termination Amount exceed the
Estimated Swap Termination Payment, and (ii) to the Terminating Entity or Ocwen,
as applicable, an amount equal to the excess, if any, of the Estimated Swap
Termination Payment over the Swap Optional Termination Payment. The
Swap Optional Termination Payment shall not be part of any REMIC and shall
not
be paid into any account which is part of any REMIC.
(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 Trustee 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 Trustee 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
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.
SECTION
11.04. Additional
Termination Requirements.
(a) In
the event the Terminating Entity or Ocwen, as applicable, exercises its purchase
option pursuant to Section 11.01(A), the related subsidiary REMIC shall be
terminated in accordance with the following additional requirements, unless
the
Trustee has received an Opinion of Counsel to the effect that the failure to
comply with the requirements of this Section 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 or Ocwen, as applicable, 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 Ocwen,
as
applicable, 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 has 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
SECTION
12.01. Amendment.
(a) This
Agreement may be amended from time to time by the Depositor, the Servicer,
any
Special Servicer, the Seller and the Trustee, without the consent of any of
the
Certificateholders,
(i) to
cure any error or ambiguity,
(ii) to
correct or supplement any provisions herein that may be inconsistent with any
other provisions herein or in the Prospectus Supplement,
(iii) to
modify, eliminate or add to any of its provisions to such extent as shall be
necessary or desirable to maintain the qualification of the Trust Fund as a
REMIC at all times that any Certificate is outstanding or to avoid or minimize
the risk of the imposition of any federal income tax on the Trust Fund pursuant
to the Code that would be a claim against the Trust Fund, provided that
the Trustee has received an Opinion of Counsel to the effect that (A) such
action is necessary or desirable to maintain such qualification or to avoid
or
minimize the risk of the imposition of any such federal income tax and (B)
such
action will not adversely affect the status of the Trust Fund as a REMIC or
adversely affect in any material respect the interests of any
Certificateholder,
(iv) in
connection with the appointment of a successor servicer, to modify, eliminate
or
add to any of the servicing provisions, provided the Rating Agencies
confirm the rating of the Certificates, or
(v) to
make any other provisions with respect to matters or questions arising under
this Agreement that are not materially inconsistent with the provisions of
this
Agreement, provided that such action shall not adversely affect in any
material respect the interests of any Certificateholder or cause an Adverse
REMIC Event. Any Amendment pursuant to
Section 12.01(a)(v) shall not be deemed to adversely affect in any
material respect the interests of any Certificateholder if a letter is obtained
from each Rating Agency stating that such amendment would not result in the
downgrading or withdrawal of the respective ratings then assigned to the
Certificates; or to comply with the provisions of Regulation AB.
(b) Except
as provided in Section 12.01(c), this Agreement may be amended from time to
time by the Depositor, the Servicer, the Seller and the Trustee with the consent
of the Holders of Certificates evidencing, in the aggregate, not less than
66
2/3% of the Voting Rights of all the Certificates for the purpose of adding
any
provisions to or changing in any manner or eliminating any of the provisions
of
this Agreement or of modifying in any manner the rights of the Holders of the
Certificates; provided, however, that no such amendment may
(i) reduce in any manner the amount of, delay the timing of or change the
manner in which payments received on or with respect to Mortgage Loans are
required to be distributed with respect to any Certificate without the consent
of the Holder of such Certificate, (ii) adversely affect in any material
respect the interests of the Holders of a Class of Certificates in a manner
other than as set forth in (i) above without the consent of the Holders of
Certificates evidencing not less than 66 2/3% of the Voting Rights of such
Class, (iii) reduce the aforesaid percentages of Voting Rights, the holders
of which are required to consent to any such amendment without the consent
of
100% of the Holders of Certificates of the Class affected thereby,
(iv) change the percentage of the Stated Principal Balance of the Mortgage
Loans specified in Section 11.01(a) relating to optional termination
of the Trust Fund, (v) modify the provisions of this
Section 12.01.
It
shall
not be necessary for the consent of Certificateholders under this
Section 12.01 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance
thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject
to
such reasonable regulations as the Trustee may prescribe.
(c) This
Agreement may be amended from time to time by the Depositor, any Special
Servicer, the Servicer and the Trustee for the purpose of making one or more
REMIC elections with respect to one or more Classes of Certificates delivered
to
the Trustee and issuing one or more additional classes of certificates
representing interests in the Classes of Certificates delivered to the Trustee;
provided, however, such amendment shall require the consent of
100% of the Holders of the Certificates of the Class or Classes delivered to
the
Trustee and such amendment shall not cause an Adverse REMIC Event.
(d) Promptly
after the execution of any amendment to this Agreement, the Trustee shall
furnish written notification of the substance of such amendment to each
Certificateholder, and the Rating Agencies.
(e) Prior
to the execution of any amendment to this Agreement, the Trustee shall receive
and be entitled to conclusively rely on an Opinion of Counsel (at the expense
of
the Person seeking such amendment) stating that the execution of such amendment
is authorized and permitted by this Agreement. The Trustee may, but
shall not be obligated to, enter into any such amendment which affects the
Trustee’s own rights, duties or immunities under this Agreement.
(f)
[Reserved].
(g) [Reserved].
(h) [Reserved].
(i) Notwithstanding
anything to the contrary in this Section 12.01, any Special Servicer, the
Servicer, the Seller and the Trustee shall reasonably cooperate with the
Depositor and its counsel to enter into such amendments or modifications to
the
Agreement as may be necessary to comply with Regulation AB and any
interpretation thereof by the Commission.
(j) Notwithstanding
any of the other provisions of this section 12.01, none of the parties to this
Agreement shall enter into any amendment to this Agreement that could reasonably
be expected to have a material adverse effect on the interests of the
Swap Counterparty hereunder (excluding, for the avoidance of doubt, any
amendment to this Agreement that is entered into solely for the purpose of
appointing a successor servicer, master servicer, securities administrator,
trustee or other service provider) without the prior written consent of the
Swap
Counterparty, which consent shall not be unreasonably withheld, conditioned
or
delayed.
SECTION
12.02. Recordation
of Agreement; Counterparts.
As
set
forth in Section 12.02 of ARTICLE XII of the Standard Terms.
SECTION
12.03. Governing
Law.
As
set
forth in Section 12.03 of ARTICLE XII of the Standard Terms.
SECTION
12.04. Intention
of Parties.
As
set
forth in Section 12.04 of ARTICLE XII of the Standard Terms.
SECTION
12.05. Notices.
In
addition to other notices provided under this Agreement, the Trustee shall
notify the Rating Agencies, and the Swap Counterparty with respect to clauses
(c) and (d), in writing: (a) of any substitution of any Mortgage Loan;
(b) of any payment or draw on any insurance policy applicable to the
Mortgage Loans; (c) of the final payment of any amounts owing to a Class of
Certificates; (d) any Event of Default under this Agreement; and
(e) in the event any Mortgage Loan is purchased in accordance with this
Agreement.
All
directions, demands and notices hereunder shall be in writing and shall be
deemed to have been duly given when received (i) in the case of the
Depositor, with respect to notices required to be delivered by the Trustee
pursuant to Article XIII, Credit Suisse First Boston Mortgage Securities Corp.
via facsimile to (▇▇▇) ▇▇▇-▇▇▇▇ or via email to
▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇, and for all other purposes, Credit
Suisse First Boston Mortgage Securities Corp., ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ (with a
copy to DLJ Mortgage Acceptance Corp., ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇); (ii) in the case of the
Trustee, the Corporate Trust Office, Attention: Structured Finance – CSMC
2007-NC1 OSI, or such other address as may hereafter be furnished to the
Depositor in writing by the Trustee; (iii) in the case of DLJMC,
11 Madison Avenue, 4th Floor, New York, New York 10010,
Attention: ▇▇▇▇▇ ▇▇▇▇, Fax: (▇▇▇) ▇▇▇-▇▇▇▇ (with a copy to DLJ Mortgage
Acceptance Corp., ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Fax: (▇▇▇) ▇▇▇-▇▇▇▇), or such other address as
may be hereafter furnished to the Depositor and the Trustee by DLJMC in writing;
(iv) in the case of Fitch, Fitch Ratings, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: CSMC Asset-Backed Trust 2007-NC1 OSI, or
such other address as Fitch may hereafter furnish to the Depositor, the Servicer
and the Trustee; (v) in the case of Standard & Poor’s, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; (vi) in the case of SPS, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇, with a copy to ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: General Counsel;
(vii) in the case of Ocwen Loan Servicing, LLC, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇; (viii) in the case of the Swap
Counterparty, Credit Suisse International, One ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇,
Attention: Head of Credit Risk Management, with copies to: Managing Director
-
Operations Department and Managing Director - Legal Department, or such other
address as may be hereafter furnished in writing by the Swap Counterparty and
(ix) with respect to any other party, as set forth in the Series
Supplement.
Notices
to Certificateholders shall be deemed given when mailed, first class postage
prepaid.
SECTION
12.06. Severability
of Provisions.
As
set
forth in Section 12.06 of ARTICLE XII of the Standard Terms.
SECTION
12.07. Limitation
on Rights of Certificateholders.
As
set
forth in Section 12.07 of ARTICLE XII of the Standard Terms.
SECTION
12.08. Certificates
Nonassessable and Fully Paid.
As
set
forth in Section 12.08 of ARTICLE XII of the Standard Terms.
SECTION
12.09. Protection
of Assets.
As
set
forth in Section 12.09 of ARTICLE XII of the Standard Terms.
SECTION
12.10. Non
Solicitation.
As
set
forth in Section 12.10 of ARTICLE XII of the Standard Terms.
ARTICLE
XIII
EXCHANGE
ACT REPORTING
SECTION
13.01. Periodic
Filings.
(a) The
Trustee, the Servicer and any Special Servicer shall reasonably cooperate with
the Depositor in connection with the Trust’s satisfying the reporting
requirements under the Exchange Act. As set forth below, the Trustee
shall prepare on behalf of the Depositor any Forms 8-K, 10-D and 10-K customary
for similar securities as required by the Exchange Act and the rules and
regulations of the Commission thereunder, and the Depositor shall sign and
the
Trustee shall file (via ▇▇▇▇▇) such Forms on behalf of the
Depositor. The Depositor hereby grants to the Trustee a limited power
of attorney to execute and file each such document on behalf of the
Depositor. Such power of attorney shall continue until the earlier of
(i) receipt by the Trustee from the Depositor of written termination of such
power of attorney and (ii) the termination of the Trust. The
Depositor agrees to provide individual powers of attorney and a board resolution
authorizing the grant of such power of attorney each time the Trustee acts
in
such capacity, and the Trustee shall file such powers of attorney and
resolutions in accordance with the Exchange Act and the rules and regulations
promulgated thereunder.
(b) The
Trustee will prepare and file Current Reports on Form 8-K in respect of the
Trust at the direction and expense of the Depositor, provided, that, the
Depositor, the Seller, any Special Servicer or the Servicer shall have timely
notified the Trustee of an item reportable on a Form 8-K (unless such item
is
specific to the Trustee, in which case the Trustee will be deemed to have
notice) and shall have delivered to the Trustee no later than two Business
Days
prior to the filing deadline for such Form 8-K, all information, signatures,
data, and exhibits required to be provided or filed with such Form
8-K. Any disclosure required to be included on the Form 8-K
(“Additional Form 8-K Disclosure”) shall be determined and prepared by the
Trustee provided the entity indicated in Exhibit AA as the responsible party
for
providing that information notifies the Trustee in writing thereof no later
than
two Business Day prior to the filing deadline for such Form 8-K, and the Trustee
shall have no liability with respect to any failure to properly prepare or
file
such Form 8-K resulting from or relating to the Trustee’s inability or failure
to obtain any information in a timely manner from the party responsible for
delivery of such Additional Form 8-K Disclosure (unless the Trustee was the
responsible party for providing such information)
(c) Within
15 days after each Distribution Date, the Trustee shall, in accordance with
industry standards and the rules of the Commission as in effect from time to
time, prepare and file with the Commission via the Electronic Data Gathering
and
Retrieval System (“▇▇▇▇▇”), and the Depositor shall sign, a Form 10-D that
includes (i) a copy of the statement to the Certificateholders for such
Distribution Date prepared by the Trustee pursuant to Section 4.04, (ii) such
other information provided to the Trustee by the Servicer or any Special
Servicer as is required by Form 10-D, including, but not limited to, the
information required by Item 1121 (17 C.F.R. § 229.1121) of Regulation AB and
(iii) such other information provided to the Trustee by the Depositor as is
required by Item 7 of Form 10-D; provided that such information is provided
to
the Trustee no later than the first Business Day immediately following the
related Determination Date. Any disclosure in addition to the
Distribution Date Statement required to be included on the Form 10-D
(“Additional Form 10-D Disclosure”) shall be determined and prepared by the
Trustee provided the entity indicated in Exhibit AA as the responsible party
for
providing that information notifies the Trustee in writing thereof within 5
calendar days after each Distribution Date, and the Trustee shall have no
liability with respect to any failure to properly prepare or file such Form
10-D
resulting from or relating to the Trustee’s inability or failure to obtain any
information in a timely manner from the party responsible for delivery of such
Additional Form 10-D Disclosure (unless the Trustee was the responsible party
for providing such information).
(d) Prior
to March 31st of the calendar year following the calendar year during which
the
Closing Date occurs (or such earlier date as may be required by the Exchange
Act
and the rules and regulations of the Commission) (the “Form 10-K Filing
Deadline”), the Trustee shall file a Form 10-K, in substance as required by
applicable law or applicable Commission staff’s interpretations. To
facilitate the Trustee’s preparation of the Form 10-K, the Trustee shall provide
to the Depositor its proposed Form 10-K template no later than forty-five (45)
days prior to the Form 10-K Filing Deadline and the Depositor shall review
such
template and provide to the Trustee, no later than thirty (30) days prior to
the
Form 10-K Filing Deadline, any comments to such Form 10-K template. Such Form
10-K shall include as exhibits, each annual statement of compliance required
to
be delivered pursuant to Section 13.02 and each Accountant’s Attestation and
Assessment of Compliance required to be furnished pursuant to Section 13.03,
in
each case to the extent they have been timely delivered to the Trustee (or
the
Depositor, in the case of the Trustee’s Assessment of Compliance) and such other
information as is required by Regulation AB.
Any
disclosure or information in addition to that described in the preceding
paragraph that is required to be included on Form 10-K (“Additional Form 10-K
Disclosure”) shall be determined and provided to the Trustee by the entity that
is indicated in Exhibit AA as the responsible party for providing that
information, if other than the Trustee, in an ▇▇▇▇▇-compatible form (which
may
be Word or Excel documents easily convertible to ▇▇▇▇▇ format), in each case
no
later than March 15 of each year.
If
such
documents are not so timely delivered, the Trustee shall file an amended Form
10-K including such documents as exhibits promptly after they are delivered
to
the Trustee. The Trustee shall have no liability with respect to any
failure to properly or timely prepare or file such periodic reports resulting
from or relating to the Trustee’s inability or failure to obtain any information
not resulting from its own negligence or willful misconduct. The Form
10-K shall also include a certification in the form attached hereto as Exhibit
BB (the “Depositor Certification”), which shall be signed by the senior officer
of the Depositor in charge of securitization. Not later than 5
Business Days before the date on which the Depositor’s Form 10-K is required to
be filed in accordance with the Exchange Act and the rules and regulations
of
the Commission, the Depositor will deliver to the Trustee a form of the
Depositor Certification. The Depositor shall subsequently deliver to
the Trustee the executed Depositor Certification no later than the date on
which
the Form 10-K is required to be filed. The Trustee shall have no
responsibility to file any items other than those specified in this Section
13.01; provided, however, the Trustee will cooperate with the Depositor in
connection with any additional filings with respect to the Trust Fund as the
Depositor deems necessary under Regulation AB. The Trustee shall not
be responsible for determining what information is required to be filed on
a
Form 10-K in connection with the transactions contemplated by this Agreement
and
shall not be liable for any late filing of a Form 10-K or for the expenses
of
filing an amendment to a Form 10-K in the event that it does not receive the
documents required to be delivered to it in accordance with Section 13.02,
Section 13.03 or this Section 13.01 or an executed copy of the Form 10-K from
the Depositor later than the times set forth herein.
(e) Not
later than 15 calendar days before the date on which the Depositor’s Form 10-K
is required to be filed in accordance with the Exchange Act and the rules and
regulations of the Commission (or, if such day is not a Business Day, the
immediately preceding Business Day, the Trustee shall sign a certification
in
the form attached hereto as Exhibit CC (the “Trustee Certification”) for the
benefit of the Depositor and its officers, directors and affiliates regarding
certain aspects of items 1 through 3 of the Depositor
Certification. In addition, the Trustee shall, subject to the
provisions of Sections 9.01 and 9.02 hereof, indemnify and hold harmless the
Depositor, the Servicer, each Person, if any, that “controls” the Depositor or
the Servicer within the meaning of the Securities Act and their respective
officers, directors and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses arising out of or based upon
a
breach of the Trustee’s obligations under this Section 13.01 or any inaccuracy
made in the Trustee Certification. If the indemnification provided
for in this Section 13.01(d) is unavailable or insufficient to hold harmless
such Persons, then the Trustee shall contribute to the amount paid or payable
by
such Persons as a result of the losses, claims, damages or liabilities of such
Persons in such proportion as is appropriate to reflect the relative fault
of
the Depositor or the Servicer on the one hand and the Trustee on the
other. The Trustee acknowledges that the Depositor is relying on the
Trustee’s performance of its obligations under this Section 13.01 in order to
perform its obligations under Section 13.01(b) above.
(f) Not
later than 15 calendar days before the date on which the Depositor’s Form 10-K
is required to be filed in accordance with the Exchange Act and the rules and
regulations of the Commissions (or, if such day is not a Business Day, the
immediately preceding Business Day) the Servicer will deliver to the Depositor
and the Trustee an Officer’s Certificate for the prior calendar year,
substantially in the form attached hereto as Exhibit DD (a “Servicer
Certification”). The Servicer agrees to indemnify and hold harmless
each of the Depositor, the Trustee, each Person, if any, who “controls” the
Depositor or the Trustee within the meaning of the Securities Act and their
respective officers, directors and affiliates from and against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees
and
related costs, judgments and other costs and expenses that such Person may
sustain arising out of third party claims based on (i) the failure of the
Servicer to deliver or cause to be delivered when required any Officer’s
Certificate required pursuant to this Section 13.01(d), or (ii) any material
misstatement or omission contained in any Officer’s Certificate provided
pursuant to this Section 8.12(e). If an event occurs that would
otherwise result in an indemnification obligation under clauses (i) or (ii)
above, but the indemnification provided for in this Section 13.01(e) by the
Servicer is unavailable or insufficient to hold harmless such Persons, then
the
Servicer shall contribute to the amount paid or payable by such Persons as
a
result of the losses, claims, damages or liabilities of such Persons in such
proportion as is appropriate to reflect the relative fault of the Depositor
or
the Trustee on the one hand and the Servicer on the other. The
Servicer acknowledges that the Depositor and the Trustee are relying on the
Servicer’s performance of its obligations under this Agreement in order to
perform their respective obligations under this Section 13.01.
(g) Upon
any filing with the Commission, the Trustee shall promptly deliver to the
Depositor and the Servicer a copy of any executed report, statement or
information.
(h) If
the Commission issues additional interpretative guidance or promulgates
additional rules or regulations with respect to Regulation AB or otherwise,
or
if other changes in applicable law occur, that would require the reporting
arrangements, or the allocation of responsibilities with respect thereto,
described in this Section 13.01, to be conducted differently than as described,
the Depositor, the Servicer and the Trustee will reasonably cooperate to amend
the provisions of this Section 13.01 in order to comply with such amended
reporting requirements and such amendment of this Section 13.01. Any
such amendment shall be made in accordance with Section 12.01 without the
consent of the Certificateholders, and may result in a change in the reports
filed by the Trustee on behalf of the Trust under the Exchange
Act. Notwithstanding the foregoing, the Depositor, the Servicer and
the Trustee shall not be obligated to enter into any amendment pursuant to
this
Section 13.01 that adversely affects its obligations and immunities under this
Agreement.
(i) Prior
to January 31 of the first year in which the Trustee is able to do so under
applicable law, the Trustee shall file a Form 15D Suspension Notification with
respect to the Trust.
(j) For
each Distribution Date through and including the Distribution Date in December
2007, the Trustee shall calculate the Significance Percentage and include the
Significance Percentage on the related Monthly Statement. If on any
such Distribution Date, the Significance Percentage is equal to or greater
than
9%, the Trustee shall promptly notify the Depositor and the Swap
Counterparty. If, on any Distribution Date through and including the
Distribution Date in December 2007, the Significance Percentage is equal to
or
greater than 10%, the Trustee shall promptly notify the Depositor and the Swap
Counterparty of the Significance Percentage and the Depositor shall, within
5
Business Days of such Distribution Date, deliver to the Trustee the financial
information to the extent required, pursuant to the Swap Agreement, to be
provided to it by the Swap Counterparty, respectively, for inclusion in the
Form
10-D relating to such Distribution Date pursuant to Section
13.01(c).
SECTION
13.02. Annual
Statements as to Compliance.
Not
later
than the earlier of (a) March 15th of each calendar year (other than the
calendar year during which the Closing Date occurs) or (b) with respect to
any
calendar year during which the Depositor’s annual report on Form 10-K is
required to be filed in accordance with the Exchange Act and the rules and
regulations of the Commission, 15 calendar days before the date on which the
Depositor’s annual report on Form 10-K is required to be filed in accordance
with the Exchange Act and the rules and regulations of the Commission (or,
in
each case, if such day is not a Business Day, the immediately preceding Business
Day) and the Servicer shall deliver to the Depositor, the Rating Agencies and
the Trustee an Officer’s Certificate (an “Annual Statement of Compliance”)
stating, as to the signer thereof, that (i) a review of the activities of the
Servicer during the preceding calendar year (or applicable portion thereof)
and
of the performance of the Servicer under this Agreement has been made under
such
officer’s supervision, and (ii) to the best of such officer’s knowledge, based
on such review, the Servicer has fulfilled all its obligations under this
Agreement in all material respects throughout such year (or applicable portion
thereof), or, if there has been a failure to fulfill any such obligation in
any
material respect, specifying each failure known to such officer and the nature
and status thereof. With respect to any Subservicer that meets the
criteria of Item 1108(a)(2)(i) through (iii) of Regulation AB, the Servicer
shall deliver, on behalf of that Subservicer, the Officer’s Certificate set
forth in this Section 13.02 as and when required with respect to the
Servicer.
SECTION
13.03. Report
on Assessment of Compliance and Attestation.
(a) (i) Not
later than the earlier of (a) March 15th of each calendar year (other than
the
calendar year during which the Closing Date occurs) or (b) with respect to
any
calendar year during which the Depositor’s annual report on Form 10-K is
required to be filed in accordance with the Exchange Act and the rules and
regulations of the Commission, 15 calendar days before the date on which the
Depositor’s annual report on Form 10-K is required to be filed in accordance
with the Exchange Act and the rules and regulations of the Commission (or,
in
each case, if such day is not a Business Day, the immediately preceding Business
Day), the Servicer and any Special Servicer, at its expense, shall deliver
to
the Depositor and the Trustee an officer’s certification and assessment of its
compliance with the Servicing Criteria applicable to it (as indicated on Exhibit
R hereto) during the preceding calendar year as required by Rules 13a-18 and
15d-18 of the Exchange Act and Item 1122 of Regulation AB (the “Assessment of
Compliance”), which assessment shall be substantially in the form of Exhibit EE
hereto.
(ii) Not
later than the earlier of (a) March 15th of each calendar year (other than
the
calendar year during which the Closing Date occurs) or (b) with respect to
any
calendar year during which the Depositor’s annual report on Form 10-K is
required to be filed in accordance with the Exchange Act and the rules and
regulations of the Commission, 15 calendar days before the date on which the
Depositor’s annual report on Form 10-K is required to be filed in accordance
with the Exchange Act and the rules and regulations of the Commission (or,
in
each case, if such day is not a Business Day, the immediately preceding Business
Day), the Servicer and any Special Servicer, at its expense, shall cause a
nationally or regionally recognized firm of independent registered public
accountants (who may also render other services to the Servicer, the Seller
or
any affiliate thereof) which is a member of the American Institute of Certified
Public Accountants to furnish a statement to the Depositor and the Trustee
that
attests to and reports on the Assessment of Compliance provided by the Servicer
and any Special Servicer, as applicable, pursuant to Section 13.03(a)(i) above
(the “Accountant’s Attestation”). Such Accountant’s Attestation shall
be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under
the
Securities Act and the Exchange Act.
(b) (i) The
Servicer, and if required by the Depositor, any Special Servicer shall deliver
on behalf of any Subservicer and each Subcontractor engaged by it not later
than
the earlier of (a) March 15th of each calendar year (other than the calendar
year during which the Closing Date occurs) or (b) with respect to any calendar
year during which the Depositor’s annual report on Form 10-K is required to be
filed in accordance with the Exchange Act and the rules and regulations of
the
Commission, 15 calendar days before the date on which the Depositor’s annual
report on Form 10-K is required to be filed in accordance with the Exchange
Act
and the rules and regulations of the Commission (or, in each case, if such
day
is not a Business Day, the immediately preceding Business Day) to the Depositor
and the Trustee an Assessment of Compliance, which assessment shall be
substantially in the form of Exhibit EE hereto.
(ii) Not
later than the earlier of (a) March 15th of each calendar year (other than
the
calendar year during which the Closing Date occurs) or (b) with respect to
any
calendar year during which the Depositor’s annual report on Form 10-K is
required to be filed in accordance with the Exchange Act and the rules and
regulations of the Commission, 15 calendar days before the date on which the
Depositor’s annual report on Form 10-K is required to be filed in accordance
with the Exchange Act and the rules and regulations of the Commission (or,
in
each case, if such day is not a Business Day, the immediately preceding Business
Day), the Servicer shall cause each Subservicer and each Subcontractor to
deliver to the Depositor and the Trustee an Accountant’s Attestation by a
registered public accounting firm that attests to, and reports on, the
Assessment of Compliance pursuant to Section 13.03(b)(i) above.
(c) (i) Not
later than 15 calendar days before the date on which the Depositor’s annual
report on Form 10-K with respect to the transactions contemplated by this
Agreement is required to be filed in accordance with the Exchange Act and the
rules and regulations of the Commission (or, in each case, if such day is not
a
Business Day, the immediately preceding Business Day), the Trustee shall deliver
to the Depositor an Assessment of Compliance with regard to the Servicing
Criteria applicable to the Trustee (as indicated on Exhibit R hereto) during
the
preceding calendar year, which assessment shall be substantially in the form
of
Exhibit EE hereto.
(ii) Not
later than 15 calendar days before the date on which the Depositor’s annual
report on Form 10-K with respect to the transactions contemplated by this
Agreement is required to be filed in accordance with the Exchange Act and the
rules and regulations of the Commission (or, in each case, if such day is not
a
Business Day, the immediately preceding Business Day), the Trustee shall deliver
to the Depositor an Accountant’s Attestation by a nationally recognized
registered public accounting firm that attests to, and reports on, the
Assessment of Compliance pursuant to Section 13.03(c)(i) above.
(d) (i) If
required by the Commission pursuant to Regulation AB, not later than, with
respect to any calendar year during which the Depositor’s annual report on Form
10-K is required to be filed in accordance with the Exchange Act and the rules
and regulations of the Commission, 15 calendar days before the date on which
the
Depositor’s annual report on Form 10-K is required to be filed in accordance
with the Exchange Act and the rules and regulations of the Commission (or,
in
each case, if such day is not a Business Day, the immediately preceding Business
Day), the Depositor shall cause the Custodian to deliver to the Depositor and
the Trustee, pursuant to the Custodial Agreement, an Assessment of Compliance
with regard to the Servicing Criteria applicable to such Custodian (as indicated
on Exhibit 7 to the Custodial Agreement) during the preceding calendar
year. Each such report shall include (i) a statement of the party’s
responsibility for assessing compliance with the servicing criteria applicable
to such party, (ii) a statement that such party used the criteria identified
in
Item 1122(d)(4)(i) and Item 1122(d)(4)(ii) of Regulation AB (as defined herein)
to assess compliance with the applicable servicing criteria and that no other
Servicing Criteria are applicable to such party, (iii) a statement that such
party was in compliance with the servicing criteria applicable to such party,
(iv) disclosure of any material instance of noncompliance identified by such
party, and (iv) a statement that a registered public accounting firm has issued
an attestation report on such party’s assessment of compliance with the
applicable servicing criteria.
(ii) If
the Custodian is required by the Commission pursuant to Regulation AB to deliver
an Assessment of Compliance pursuant to clause (d)(i) above, not later than,
with respect to any calendar year during which the Depositor’s annual report on
Form 10-K is required to be filed in accordance with the Exchange Act and the
rules and regulations of the Commission, 15 calendar days before the date on
which the Depositor’s annual report on Form 10-K is required to be filed in
accordance with the Exchange Act and the rules and regulations of the Commission
(or, in each case, if such day is not a Business Day, the immediately preceding
Business Day), the Depositor shall cause the Custodian to deliver to the
Depositor and the Trustee an Accountant’s Attestation by a registered public
accounting firm that attests to, and reports on, the Assessment of Compliance
pursuant to Section 13.03(d)(i) above.
(e) [RESERVED]
(f) (i) The
Servicer agrees to indemnify and hold harmless each of the Depositor and the
Trustee and each Person, if any, who “controls” the Depositor or the Trustee
within the meaning of the Securities Act and their respective officers,
directors and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses that such Person may sustain arising out of third
party claims based on (i) the failure of the Servicer or any related Subservicer
or Subcontractor to deliver or cause to be delivered when required any
Assessment of Compliance or Accountant’s Attestation required pursuant to
Section 13.03(a) or 13.03(b), as applicable, or (ii) any material misstatement
or omission contained in any Assessment of Compliance provided pursuant to
Section 13.03(a) or 13.03(b), as applicable.
(ii) The
Trustee agrees to indemnify and hold harmless the Depositor and each Person,
if
any, who “controls” the Depositor within the meaning of the Securities Act and
its officers, directors and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other reasonable costs and expenses that such Person may
sustain arising out of third party claims based on (i) the failure of the
Trustee to deliver when required any Assessment of Compliance or Accountant’s
Attestation required pursuant to Section 13.03(c) or (ii) any material
misstatement or omission contained in any Assessment of Compliance provided
pursuant to Section 13.03(c). Notwithstanding the foregoing, in no
event shall the Trustee be liable for any consequential, indirect or punitive
damages pursuant to this Section 13.03.
(iii) The
Custodian agrees to indemnify and hold harmless the Depositor and the Trustee
and each Person, if any, who “controls” the Depositor or the Trustee within the
meaning of the Securities Act and their respective officers, directors and
affiliates from and against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other
costs
and expenses that such Person may sustain arising out of third party claims
based on (i) the failure of such Custodian to deliver or cause to be delivered
when required any Assessment of Compliance or Accountant’s Attestation required
pursuant to Section 13.03(d) or (ii) any material misstatement or omission
contained in any Assessment of Compliance provided pursuant to Section
13.03(d).
(g) Copies
of such Assessments of Compliance and Accountant’s Attestations shall be
provided by the Trustee to any Certificateholder, upon request, provided such
statement is delivered to the Trustee. The initial Assessments of
Compliance and Accountant’s Attestations required pursuant to this Section 13.03
shall be delivered to the Trustee and the Depositor, as applicable, by each
party no later than March 15, 2008.
(h) Each
of the parties hereto acknowledges and agrees that the purpose of this Section
13.03 is to facilitate compliance by the Seller and the Depositor with the
provisions of Regulation AB, as such may be amended or clarified from time
to
time. Therefore, each of the parties agrees that the parties’
obligations hereunder will be supplemented and modified as necessary to be
consistent with any such amendments, interpretive advice or guidance, convention
or consensus among active participants in the asset-backed securities markets,
advice of counsel, or otherwise in respect of the requirements of Regulation
AB
and the parties shall comply, to the extent practicable from a timing and
information systems perspective, with requests made by the Seller or the
Depositor for delivery of additional or different information as the Seller
or
the Depositor may determine in good faith is necessary to comply with the
provisions of Regulation AB.
IN
WITNESS WHEREOF, the Depositor, the Seller, the Trustee, Ocwen and SPS 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:
|
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: | Vice President | ||
|
DLJ
MORTGAGE CAPITAL, INC.,
as
Seller
|
|||
|
|
By:
|
/s/ ▇▇▇ ▇▇▇ | |
| Name: | ▇▇▇ ▇▇▇ | ||
| Title: | Vice President | ||
|
U.S.
BANK NATIONAL ASSOCIATION,
as
Trustee
|
|||
|
|
By:
|
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: | Vice President | ||
|
OCWEN
LOAN SERVICING, LLC,
as
a Servicer
|
|||
|
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: | Authorized Representative | ||
|
SELECT
PORTFOLIO SERVICING, INC.,
as
a Servicer
|
|||
|
|
By:
|
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| Title: | Executive Vice President | ||
PRIOR
CONSENT HERETO IS HEREBY GIVEN:
CREDIT
SUISSE SECURITIES (USA) LLC,
as
Holder
of Class 1-A Certificates (issued on August
31,
2007)
representing a 100.00% Percentage Interest
in
such
Class
|
By:
|
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Director |
| STATE OF NEW YORK | ) | |
|
:
ss.:
|
||
| COUNTY OF NEW YORK | ) |
On
this
__ day of November, 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 November, 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 November, 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 November, 2007 before me, a Notary Public in and for said State,
personally appeared ____________________, known to me to be a __________________
of Ocwen Loan Servicing, LLC, 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 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 November, 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]
| STATE OF NEW YORK | ) | |
|
:
ss.:
|
||
| COUNTY OF NEW YORK | ) |
On
this
__ day of November, 2007 before me, personally appeared _____________, known
to
me to be a ________________ of Credit Suisse Securities (USA) LLC, 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]
Exhibit
A
Standard
Terms of Pooling and Servicing Agreement
(see
attached)
EXHIBIT
H-1
FORM
OF
SERVICER REPORT
The
following information will be e-mailed by the Servicer to Trustee in accordance
with Sections 4.04 and 4.05:
|
FIELD
|
DESCRIPTION
|
|
LOAN
|
loan
number
|
|
STOP_ADV_FLAG
|
stop
advance flag (Y = Yes, blank or N = No)
|
|
RATE
|
interest
rate (entered as a %)
|
|
SF_RATE
|
servicing
fee rate (entered as a %)
|
|
LPMI_RATE
|
lpmi
rate (entered as a %)
|
|
BEG_SCHED
|
beg
scheduled balance
|
|
END_SCHED
|
end
scheduled balance
|
|
END_ACT
|
end
actual balance
|
|
P&I
|
monthly
p&i
|
|
GROSS_INT
|
gross
scheduled interest
|
|
NEG_AM
|
negative
amortization
|
|
SCHED_P
|
scheduled
principal
|
|
CURTAIL
|
curtailments
|
|
PREPAY
|
prepayments
or liquidation principal
|
|
PREPAY_DATE
|
prepayment
or liquidation date
|
|
PREPAY_CODE
|
PIF=60,
repurchase = 65, liquidation = 2
|
|
NEXT_DUE
|
borrower’s
next payment due
|
|
STATUS
|
Bankruptcy,
Foreclosure, REQ
|
|
BKCY_DATE
|
date
the loan went into Bkcy
|
|
FCLS_DATE
|
date
the loan went into Fcls
|
|
REQ_DATE
|
date
the loan went into REQ
|
|
DELINQ
|
0,1,30,60,90,120
(1 = 1-29, 30 = 30-59, etc...)
|
|
PPIS
|
prepayment
interest shortfall (negative is excess)
|
|
RAIS
|
relief
act interest shortfall
|
|
CURRLTV
|
current
loan to value ratio (entered as %)
|
|
BOOK_VALUE
|
latest
BPO or market value or other book value as defined in governing
doc
|
|
PPP_Collected
|
PPPs
collected from borrower
|
|
PPP_Waived
|
PPPs
waived by the servicer
|
|
PPPServicer
|
PPPs
waived but paid by the servicer
|
|
NON_REC_ADV
|
nonrecoverable
advances claimed (reimbursed) in the current period
|
|
REIN_STOP_GINT
|
reinstated
stop advance gross interest
|
|
REIN_STOP_NINT
|
reinstated
stop advance net interest
|
|
REMIT
|
total
remit for the loan
|
|
MAT_DATE
|
Maturity
Date
|
|
ADV_P&I_CUR
|
current
period delinquent P&l advances made by servicer
|
|
ADV_P&I_OUT
|
cumulative
outstanding delinquent P&l advances
|
|
ADV_SERV_MADE
|
current
period servicer advances made by servicer (not including delinquent
P&I advances)
|
|
ADV_SERV_REIM
|
current
period servicer advances reimbursed to servicer (not including delinquent
P&l advances)
|
|
ADV_SERV_DESC
|
description
of current period servicer advances made/reimbursed by servicer (purpose,
terms)
|
|
MOD_EXT_WAIVE_FLAG
|
Y
if mod
|
|
MOD_EXT_WAIVE
|
description
of modification, extensions or waivers to asset terms, fees or
penalties
|
|
MTHROLL
|
Month
until the next rate adjustment occurs (for ARMs only)
|
|
DNEXTRATE
|
Next
Rate Adjustment Date
|
|
NEXT_RATE
|
next
period’s interest rate
|
|
LIQUIDATION_FLAG
|
liquidation
flag (Y = Yes, blank or N = No)
|
|
GROSS_PROCEEDS
|
gross
sales proceeds
|
|
SERV_ADV
|
unpaid
servicing advances
|
|
DEL_ADV
|
unpaid
delinquency advances
|
|
SERV_FEES_UNPAID
|
unpaid
servicing fees
|
|
LEGAL_FEES
|
unpaid
legal fees
|
|
NET_PROCEEDS
|
net
proceeds (gross_proceeds - serv_adv - del_adv - serv_fees_unpaid
-
legal_fees)
|
|
LOSS
|
loss
(beg_sched - net_proceeds)
|
|
LOSS_ADD
|
trailing
loss/ (gain)
|
|
LOSS_ADD_DATE
|
trailing
loss/ (gain) date
|
EXHIBIT
H-2
INFORMATION
TO BE PROVIDED BY THE SERVICER RELATING TO MODIFIED MORTGAGE LOANS
Loan
Number
Modification
Date
Unpaid
Principal Balance Prior to Modification
Unpaid
Principal Balance Post Modification
Scheduled
Payment Prior to Modification
Scheduled
Payment Post Modification
Mortgage
Rate Prior to Modification
Mortgage
Rate Post Modification
Maturity
Date Prior to Modification
Maturity
Date Post Modification
EXHIBIT
M-1
FORM
OF INVESTMENT LETTER
[date]
Credit
Suisse First Boston Mortgage Securities Corp.
▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇ ▇▇▇▇
U.S.
Bank
National Association,
as
Trustee for the
CSMC
Asset-Backed Trust ▇▇▇▇-▇▇▇ ▇▇▇
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇.
▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
|
Re:
|
CSMC
Asset-Backed Pass-Through Certificates, Series ▇▇▇▇-▇▇▇
▇▇▇
|
Ladies
and Gentlemen:
In
connection with our acquisition of the above Certificates we certify that (a)
we
understand that the Certificates are not being registered under the Securities
Act of 1933, as amended (the “Act”), or any state securities laws and are being
transferred to us in a transaction that is exempt from the registration
requirements of the Act and any such laws, (b) we are an “accredited investor,”
as defined in Regulation D under the Act, and have such knowledge and experience
in financial and business matters that we are capable of evaluating the merits
and risks of investments in the Certificates, (c) we have had the opportunity
to
ask questions of and receive answers from the Depositor concerning the purchase
of the Certificates and all matters relating thereto or any additional
information deemed necessary to our decision to purchase the Certificates,
(d)
either (i) we are not an employee benefit plan or arrangement that is
subject to the Employee Retirement Income Security Act of 1974, as amended,
or
Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we
using the assets of any such plan or arrangement or (ii) we are providing an
Opinion of Counsel which establishes to the reasonable satisfaction of the
Trustee that the purchase and holding of the Certificates by, on behalf of
or
with “plan assets” of such plan or arrangement will be permitted under
applicable law, will not result in non-exempt prohibited transactions under
Section 406 of ERISA or Section 4975 of the Code, and will not subject
the Depositor, the Trustee or the Servicer to any obligation in addition to
those undertaken in this Agreement, (e) we are acquiring the Certificates for
investment for our own account and not with a view to any distribution of such
Certificates (but without prejudice to our right at all times to sell or
otherwise dispose of the Certificates in accordance with clause (g) below),
(f)
we have not offered or sold any Certificates to, or solicited offers to buy
any
Certificates from, any person, or otherwise approached or negotiated with any
person with respect thereto, or taken any other action which would result in
a
violation of Section 5 of the Act, and (g) we will not sell, transfer or
otherwise dispose of any Certificates unless (1) such sale, transfer or
other disposition is made pursuant to an effective registration statement under
the Act or is exempt from such registration requirements, and if requested,
we
will at our expense provide an opinion of counsel satisfactory to the addressees
of this Certificate that such sale, transfer or other disposition may be made
pursuant to an exemption from the Act, (2) the purchaser or transferee of such
Certificate has executed and delivered to you a certificate to substantially
the
same effect as this certificate, and (3) the purchaser or transferee has
otherwise complied with any conditions for transfer set forth in the Series
Supplement dated as of August 1, 2007 and the Standard Terms of Pooling and
Servicing Agreement dated August 1, 2007 (collectively, the “Agreement”) by
and among the Depositor, the Seller, the Trustee and the Servicers that are
party to the Series Supplement.
|
Very
truly yours,
|
|||
| Print Name of Transferor | |||
|
|
By:
|
||
| Authorized Officer | |||
EXHIBIT
M-2
FORM
OF RULE 144A LETTER
[date]
Credit
Suisse First Boston Mortgage Securities Corp.
▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇ ▇▇▇▇
U.S.
Bank
National Association,
as
Trustee for the
CSMC
Asset-Backed Trust ▇▇▇▇-▇▇▇ ▇▇▇
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇.
▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
|
Re:
|
CSMC
Asset-Backed Pass-Through Certificates, Series ▇▇▇▇-▇▇▇
▇▇▇
|
Ladies
and Gentlemen:
In
connection with our acquisition of the above Certificates we certify that (a)
we
understand that the Certificates are not being registered under the Securities
Act of 1933, as amended (the “Act”), or any state securities laws and are being
transferred to us in a transaction that is exempt from the registration
requirements of the Act and any such laws, (b) we have such knowledge and
experience in financial and business matters that we are capable of evaluating
the merits and risks of investments in the Certificates, (c) we have had the
opportunity to ask questions of and receive answers from the Depositor
concerning the purchase of the Certificates and all matters relating thereto
or
any additional information deemed necessary to our decision to purchase the
Certificates, (d) either (i) we are not an employee benefit plan or
arrangement that is subject to the Employee Retirement Income Security Act
of
1974, as amended, or Section 4975 of the Internal Revenue Code
of 1986, as amended, nor are we using the assets of any such plan or arrangement
or (ii) we are providing an Opinion of Counsel which establishes to the
reasonable satisfaction of the Trustee that the purchase and holding of the
Certificates by, on behalf of or with “plan assets” of such plan will be
permitted under applicablelaw, will not result in a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code,
and will not subject the Depositor, the Trustee or the Servicer to any
obligation in addition to those undertaken in this Agreement, (e) we have not,
nor has anyone acting on our behalf offered, transferred, pledged, sold or
otherwise disposed of the Certificates, any interest in the Certificates or
any
other similar security to, or solicited any offer to buy or accept a transfer,
pledge or other disposition of the Certificates, any interest in the
Certificates or any other similar security from, or otherwise approached or
negotiated with respect to the Certificates, any interest in the Certificates
or
any other similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken
any other action, that would constitute a distribution of the Certificates
under
the Act or that would render the disposition of the Certificates a violation
of
Section 5 of the Act or require registration pursuant thereto, nor will
act, nor has authorized or will authorize any person to act, in such manner
with
respect to the Certificates, (f) we are a “qualified institutional buyer” as
that term is defined in Rule 144A under the Act (“Rule 144A”) and have completed
either of the forms of certification to that effect attached hereto as Annex
1
or Annex 2, (g) we are aware that the sale to us is being made in reliance
on
Rule 144A, and (i) we are acquiring the Certificates for our own account or
for resale pursuant to Rule 144A and further, understand that such Certificates
may be resold, pledged or transferred only (A) to a person reasonably believed
to be a qualified institutional buyer that purchases for its own account or
for
the account of a qualified institutional buyer to whom notice is given that
the
resale, pledge or transfer is being made in reliance on Rule 144A, or (B)
pursuant to another exemption from registration under the Act.
|
Very
truly yours,
|
|||
| Print Name of Transferor | |||
|
|
By:
|
||
| Authorized Officer | |||
EXHIBIT
M-3
FORM
OF REGULATION S LETTER
Credit
Suisse First Boston Mortgage Securities Corp.
▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇ ▇▇▇▇
U.S.
Bank
National Association,
as
Trustee for the
CSMC
Asset-Backed Trust ▇▇▇▇-▇▇▇ ▇▇▇
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇.
▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
|
Re:
|
CSMC
Asset-Backed Pass-Through Certificates, Series ▇▇▇▇-▇▇▇ ▇▇▇ (the
“Certificates”)
|
Ladies
and Gentlemen:
In
connection with our acquisition of the above Certificates we certify that (a)
we
understand that the Certificates are not being registered under the Securities
Act of 1933, as amended (the “Act”), or any state securities laws and are being
transferred to us in a transaction that is exempt from the registration
requirements of the Act and any such laws, (b) we have such knowledge and
experience in financial and business matters that we are capable of evaluating
the merits and risks of investments in the Certificates, (c) we have had the
opportunity to ask questions of and receive answers from the Depositor
concerning the purchase of the Certificates and all matters relating thereto
or
any additional information deemed necessary to our decision to purchase the
Certificates, (d) either (i) we are not an employee benefit plan or
arrangement that is subject to the Employee Retirement Income Security Act
of
1974, as amended, or Section 4975 of the Internal Revenue Code
of 1986, as amended, nor are we using the assets of any such plan or arrangement
or (ii) we are providing an Opinion of Counsel which establishes to the
reasonable satisfaction of the Trustee that the purchase and holding of the
Certificates by, on behalf of or with “plan assets” of such plan will be
permitted under applicable law, will not result in a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code,
and will not subject the Depositor, the Trustee or the Servicer to any
obligation in addition to those undertaken in this Agreement, (e) we have not,
nor has anyone acting on our behalf offered, transferred, pledged, sold or
otherwise disposed of the Certificates, any interest in the Certificates or
any
other similar security to, or solicited any offer to buy or accept a transfer,
pledge or other disposition of the Certificates, any interest in the
Certificates or any other similar security from, or otherwise approached or
negotiated with respect to the Certificates, any interest in the Certificates
or
any other similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken
any other action, that would constitute a distribution of the Certificates
under
the Act or that would render the disposition of the Certificates a violation
of
Section 5 of the Act or require registration pursuant thereto, nor will
act, nor has authorized or will authorize any person to act, in such manner
with
respect to the Certificates, (f) we are not a “U.S. person” within the meaning
of Regulation S under the Act (a “Non-U.S. Person”), (g) we are aware that the
sale to us is being made in reliance on Regulation S, and (h) we are acquiring
the Certificates for our own account or for resale pursuant to Regulation S
under the Act and further, understand that such Certificates may be resold,
pledged or transferred only (A) to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, (B) to a
Non-U.S. Person in accordance with Regulation S under the Act or
(C) pursuant to another exemption from registration under the
Act.
|
Very
truly yours,
|
|||
| [Print Name of Transferee] | |||
|
|
By:
|
||
| Name: | |||
| Title: | |||
EXHIBIT
R
RELEVANT
SERVICING CRITERIA
The
assessment of compliance to be delivered by the Servicers and the Trustee shall
address, at a minimum, the criteria identified as below as “Applicable Servicing
Criteria” with respect to such party:
Where
there are multiple checks for criteria the attesting party will identify in
their management assertion that they are attesting only to the portion of the
distribution chain they are responsible for in the related transaction
agreements.
|
Regulation
AB Reference
|
Servicing
Criteria
|
Servicers
|
Trustee
|
|
General
Servicing Considerations
|
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
X
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the Pool Assets are maintained.
|
||
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance with
the
terms of the transaction agreements.
|
X
|
|
|
Cash
Collection and Administration
|
|||
|
1122(d)(2)(i)
|
Payments
on pool assets are deposited into the appropriate custodial bank
accounts
and related bank clearing accounts no more than two business days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
X
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction
agreements.
|
X
|
|
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of over collateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
X
|
X
|
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
|
X
|
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
X
|
|
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling items.
These
reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specified in the transaction
agreements.
|
X
|
|
|
Investor
Remittances and Reporting
|
|||
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission, are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of Pool Assets serviced by the
Servicer.
|
X
|
X
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
X
|
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
X
|
|
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
X
|
|
|
Pool
Asset Administration
|
|||
|
1122(d)(4)(i)
|
Collateral
or security on pool assets is maintained as required by the transaction
agreements or related pool asset documents.
|
X
|
|
|
1122(d)(4)(ii)
|
Pool
assets and related documents are safeguarded as required by the
transaction agreements
|
X
|
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements in
the
transaction agreements.
|
X
|
X
|
|
1122(d)(4)(iv)
|
Payments
on pool assets, including any payoffs, made in accordance with the
related
pool asset documents are posted to the Servicer’s obligor records
maintained no more than two business days after receipt, or such
other
number of days specified in the transaction agreements, and allocated
to
principal, interest or other items (e.g., escrow) in accordance with
the
related pool asset documents.
|
X
|
|
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the pool assets agree with the Servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
X
|
|
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor’s pool assets (e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
|
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
|
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period a
pool
asset is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent pool assets including, for example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or
unemployment).
|
X
|
|
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for pool assets with variable
rates
are computed based on the related pool asset documents.
|
X
|
|
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s pool asset documents,
on at least an annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid, or credited,
to obligors in accordance with applicable pool asset documents and
state
laws; and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related pool assets, or such other
number of
days specified in the transaction agreements.
|
X
|
|
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
|
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the Servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
|
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
X
|
|
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
|
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set forth
in
the transaction agreements.
|
X
|
[NAME
OF
COMPANY]
| Date: | ||
|
By:
|
||
| Name: | ||
| Title: |
EXHIBIT
AA
FORM
10-D, FORM 8-K AND FORM 10-K REPORTING RESPONSIBILITY
As
to
each item described below, the entity indicated as the Responsible Party shall
be primarily responsible for reporting the information to the Trustee pursuant
to Section 13.01(b), (c) and (d). If the Trustee is indicated below
as to any item, then the Trustee is primarily responsible for obtaining that
information.
Under
Item 1 of Form 10-D: a) items marked “4.04 statement” are required to be
included in the Monthly Statement under Section 4.04, provided by the Trustee
based on information received from the Servicer to the extent required of the
Servicer under the Pooling and Servicing Agreement; and b) items marked “Form
10-D report” are required to be in the Form 10-D report but not the 4.04
statement, provided by the party indicated. Information under all
other Items of Form 10-D is to be included in the Form 10-D
report. Items indicated as “N/A” are not applicable to the
transaction.
For
purposes of this Exhibit, “Servicer” includes any Special Servicer.
|
Form
|
Item
|
Description
|
Responsible
Party
|
|
10-D
|
|||
|
1
|
Distribution
and Pool Performance Information
|
||
|
Item
1121(a) – Distribution and Pool Performance
Information
|
|||
|
(1)
Any applicable record dates, accrual dates, determination dates for
calculating distributions and actual distribution dates for the
distribution period.
|
4.04
statement
|
||
|
(2)
Cash flows received and the sources thereof for distributions, fees
and
expenses.
|
4.04
statement
|
||
|
(3)
Calculated amounts and distribution of the flow of funds for the
period
itemized by type and priority of payment, including:
|
4.04
statement
|
||
|
(i)
Fees or expenses accrued and
paid, with an identification of the general purpose of such fees
and the
party receiving such fees or expenses.
|
4.04
statement
|
||
|
(ii)
Payments accrued or paid
with respect to enhancement or other support identified in Item 1114
of
Regulation AB (such as insurance premiums or other enhancement maintenance
fees), with an identification of the general purpose of such payments
and
the party receiving such payments.
|
N/A
|
||
|
(iii)
Principal, interest and
other distributions accrued and paid on the asset-backed securities
by
type and by class or series and any principal or interest shortfalls
or
carryovers.
|
4.04
statement
|
||
|
(iv)
The amount of excess cash
flow or excess spread and the disposition of excess cash
flow.
|
4.04
statement
|
||
|
(4)
Beginning and ending principal balances of the asset-backed
securities.
|
4.04
statement
|
||
|
(5)
Interest rates applicable to the pool assets and the asset-backed
securities, as applicable. Consider providing interest rate information
for pool assets in appropriate distributional groups or incremental
ranges.
|
4.04
statement
|
||
|
(6)
Beginning and ending balances of transaction accounts, such as reserve
accounts, and material account activity during the period.
|
4.04
statement
|
||
|
(7)
Any amounts drawn on any credit enhancement or other support identified
in
Item 1114 of Regulation AB, as applicable, and the amount of coverage
remaining under any such enhancement, if known and
applicable.
|
N/A
|
||
|
(8)
Number and amount of pool assets at the beginning and ending of each
period, and updated pool composition information, such as weighted
average
coupon, weighted average life, weighted average remaining term, pool
factors and prepayment amounts.
|
4.04
statement
Updated
pool composition information fields to be as reasonably requested
by
Depositor in writing to the Servicer and the Trustee at least 30
days
prior to the related Servicer Remittance Date from time to
time
|
||
|
(9)
Delinquency and loss information for the period.
In
addition, describe any material changes to the information specified
in
Item 1100(b)(5) of Regulation AB regarding the pool
assets.
|
4.04
statement.
Form
10-D report: Servicer/Depositor
|
||
|
(10)
Information on the amount, terms and general purpose of any advances
made
or reimbursed during the period, including the general use of funds
advanced and the general source of funds for
reimbursements.
|
4.04
statement
|
||
|
(11)
Any material modifications, extensions or waivers to pool asset terms,
fees, penalties or payments during the distribution period or that
have
cumulatively become material over time.
|
Form
10-D report: Depositor
|
||
|
(12)
Material breaches of pool asset representations or warranties or
transaction covenants.
|
Form
10-D report: Seller (subject to Depositor approval)
|
||
|
(13)
Information on ratio, coverage or other tests used for determining
any
early amortization, liquidation or other performance trigger and
whether
the trigger was met.
|
4.04
statement
|
||
|
(14)
Information regarding any new issuance of asset-backed securities
backed
by the same asset pool,
[information
regarding] any pool asset changes (other than in connection with
a pool
asset converting into cash in accordance with its terms), such as
additions or removals in connection with a prefunding or revolving
period
and pool asset substitutions and repurchases (and purchase rates,
if
applicable), and cash flows available for future purchases, such
as the
balances of any prefunding or revolving accounts, if
applicable.
Disclose
any material changes in the solicitation, credit-granting, underwriting,
origination, acquisition or pool selection criteria or procedures,
as
applicable, used to originate, acquire or select the new pool
assets.
|
Form
10-D report: Depositor
Form
10-D report: Seller (subject to Depositor approval)
Form
10-D report: Seller (subject to Depositor approval)
|
||
|
Item
1121(b) – Pre-Funding or Revolving Period Information
Updated
pool information as required under Item 1121(b).
|
Seller
(subject to Depositor approval)
|
||
|
2
|
Legal
Proceedings
|
||
|
Item
1117 – Legal proceedings pending against the following entities, or their
respective property, that is material to Certificateholders, including
proceedings known to be contemplated by governmental
authorities:
Sponsor
(Seller)
Depositor
Trustee
Issuing
entity
Servicer
or any Subservicer to which Servicer delegates servicing function
to that
is servicing 20% or more of pool assets at time of report
Originator
of 20% or more of pool assets as of the Cut-off Date
Custodian
|
Seller
Depositor
Trustee
Depositor
Servicer
Depositor
Custodian
|
||
|
3
|
Sales
of Securities and Use of Proceeds
|
||
|
Information
from Item 2(a) of Part II of Form 10-Q:
With
respect to any sale of securities by the sponsor, depositor or issuing
entity, that are backed by the same asset pool or are otherwise issued
by
the issuing entity, whether or not registered, provide the sales
and use
of proceeds information in Item 701 of Regulation S-K. Pricing
information can be omitted if securities were not
registered.
|
Depositor
|
||
|
4
|
Defaults
Upon Senior Securities
|
||
|
Information
from Item 3 of Part II of Form 10-Q:
Report
the occurrence of any Event of Default of which the Trustee has received
written notice or has actual knowledge (after expiration of any grace
period and provision of any required notice)
|
Trustee
|
||
|
5
|
Submission
of Matters to a Vote of Security Holders
|
||
|
Information
from Item 4 of Part II of Form 10-Q
|
Trustee
|
||
|
6
|
Significant
Obligors of Pool Assets
|
|
|
|
Item
1112(b) –Significant Obligor Financial
Information*
|
N/A
|
||
|
*This
information need only be reported on the Form 10-D for the distribution
period in which updated information is required pursuant to the
Item.
|
|||
|
7
|
Significant
Enhancement Provider Information
|
||
|
Item
1114(b)(2) – Credit Enhancement Provider Financial
Information*
Determining
applicable disclosure threshold
Obtaining
required financial information or effecting incorporation by
reference
|
N/A
|
||
|
Item
1115(b) – Derivative Counterparty Financial Information*
Determining
current maximum probable exposure
Determining
current significance percentage
Obtaining
required financial information or effecting incorporation by
reference
|
Depositor
Depositor
Depositor
|
||
|
*This
information need only be reported on the Form 10-D for the distribution
period in which updated information is required pursuant to the
Items.
|
|
||
|
8
|
Other
Information
|
||
|
Disclose
any information required to be reported on Form 8-K during the period
covered by the Form 10-D but not reported
|
The
Responsible Party for the applicable Form 8-K item as indicated
below
|
||
|
9
|
Exhibits
|
||
|
Distribution
report
|
Trustee
|
||
|
Exhibits
required by Item 601 of Regulation S-K, such as material
agreements
|
Depositor
|
||
|
8-K
|
|||
|
1.01
|
Entry
into a Material Definitive Agreement
|
||
|
Disclosure
is required regarding entry into or amendment of any definitive agreement
that is material to the securitization, even if depositor is not
a
party.
Examples:
servicing agreement, custodial agreement.
Note:
disclosure not required as to definitive agreements that are fully
disclosed in the prospectus
|
Any
of the following that is entering into a material definitive agreement:
Servicer, Trustee, Seller, Depositor
|
||
|
1.02
|
Termination
of a Material Definitive Agreement
|
||
|
Disclosure
is required regarding termination of any definitive agreement
that is material to the securitization (other than expiration in
accordance with its terms), even if depositor is not a party.
Examples:
servicing agreement, custodial agreement.
|
Any
of the following that is requesting termination of a material definitive
agreement: Servicer, Trustee, Seller, Depositor
|
||
|
1.03
|
Bankruptcy
or Receivership
|
||
|
Disclosure
is required regarding the bankruptcy or receivership, if known to
the
Depositor, with respect to any of the following:
Sponsor
(Seller), Depositor, affiliated Servicer, other Servicer servicing
20% or
more of pool assets at time of report, other material servicers,
Trustee,
significant obligor, credit enhancer (10% or more), derivatives
counterparty, Custodian
|
Any
of the following that is in bankruptcy or receivership: Servicer,
Trustee,
Seller, Depositor, Custodian
|
||
|
2.04
|
Triggering
Events that Accelerate or Increase a Direct Financial Obligation
or an
Obligation under an Off-Balance Sheet Arrangement
|
||
|
Includes
an early amortization, performance trigger or other event, including
event
of default, that would materially alter the payment priority/distribution
of cash flows/amortization schedule.
Disclosure
will be made of events other than waterfall triggers which are disclosed
in the 4.04 statement
|
Trustee
|
||
|
3.03
|
Material
Modification to Rights of Security Holders
|
||
|
Disclosure
is required of any material modification to documents defining the
rights
of Certificateholders, including the Pooling and Servicing
Agreement
|
Trustee
(or Depositor, if the Trustee is not a party to such agreement or
required
to provide prior written consent to such amendment)
|
||
|
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
|
||
|
Disclosure
is required of any amendment “to the governing documents of the issuing
entity”
|
Depositor
|
||
|
5.06
|
Change
in Shell Company Status
|
||
|
[Not
applicable to ABS issuers]
|
N/A
|
||
|
6.01
|
ABS
Informational and Computational Material
|
Depositor
|
|
|
[Not
included in reports to be filed under Section 8.12]
|
|||
|
6.02
|
Change
of Servicer or Trustee
|
||
|
Requires
disclosure of any removal, replacement, substitution or addition
of any
servicer, affiliated servicer, other servicer servicing 10% or more
of
pool assets at time of report, other material servicers, certificate
administrator or trustee. Reg AB disclosure about any new
servicer or trustee is also required.
|
Servicer
(as to replacement of Servicer) or Trustee (as to replacement of
Trustee)
|
||
|
6.03
|
Change
in Credit Enhancement or Other External Support
|
||
|
Covers
termination of any enhancement in manner other than by its terms,
the
addition of an enhancement, or a material change in the enhancement
provided. Applies to external credit enhancements as well as
derivatives. Reg AB disclosure about any new enhancement
provider is also required.
|
Trustee
|
||
|
6.04
|
Failure
to Make a Required Distribution
|
Trustee
|
|
|
6.05
|
Securities
Act Updating Disclosure
|
||
|
If
any material pool characteristic differs by 5% or more at the time
of
issuance of the securities from the description in the final prospectus,
provide updated Reg AB disclosure about the actual asset
pool.
|
Depositor
|
||
|
If
there are any new servicers or originators required to be disclosed
under
Regulation AB as a result of the foregoing, provide the information
called
for in Items 1108 and 1110 respectively.
|
Depositor
|
||
|
7.01
|
Regulation
FD Disclosure
|
Depositor
|
|
|
8.01
|
Other
Events
|
||
|
Any
event, with respect to which information is not otherwise called
for in
Form 8-K, that the registrant deems of importance to security
holders.
|
Depositor
|
||
|
9.01
|
Financial
Statements and Exhibits
|
The
Responsible Party applicable to reportable event
|
|
|
10-K
|
|
||
|
9B
|
Other
Information
|
||
|
Disclose
any information required to be reported on Form 8-K during the fourth
quarter covered by the Form 10-K but not reported
|
The
Responsible Party for the applicable Form 8-K item as indicated
above
|
||
|
15
|
Exhibits
and Financial Statement Schedules
|
||
|
Item
1112(b) –Significant Obligor Financial
Information
|
N/A
|
||
|
Item
1114(b)(2) – Credit Enhancement Provider Financial
Information
Determining
applicable disclosure threshold
Obtaining
required financial information or effecting incorporation by
reference
|
N/A
|
||
|
Item
1115(b) – Derivative Counterparty Financial Information
Determining
current maximum probable exposure
Determining
current significance percentage
Obtaining
required financial information or effecting incorporation by
reference
|
Depositor
Depositor
Depositor
|
||
|
Item
1117 – Legal proceedings pending against the following entities, or their
respective property, that is material to Certificateholders, including
proceedings known to be contemplated by governmental
authorities:
Sponsor
(Seller)
Depositor
Trustee
Issuing
entity
Servicer
or any other Subservicer to which Servicer delegates servicing function
to
that is servicing 20% or more of pool assets at time of
report
Originator
of 20% or more of pool assets as of the Cut-off Date
Custodian
|
Seller
Depositor
Trustee
Depositor
Servicer
Depositor
Custodian
|
||
|
Item
1119 – Affiliations and relationships between the following entities, or
their respective affiliates, that are material to
Certificateholders:
Sponsor
(Seller)
Depositor
Trustee
Servicer
or any other Subservicer to which Servicer delegates servicing function
to
that is servicing 20% or more of pool assets at time of
report
Originator
Custodian
Counterparty
|
Seller
Depositor
Trustee
Servicer
Depositor
Custodian
Depositor
|
||
|
Item
1122 – Assessment of Compliance with Servicing
Criteria
|
Trustee,
Servicer, Custodian
|
||
|
Item
1123 – Servicer Compliance Statement
|
Servicer
|
EXHIBIT
BB
FORM
OF
DEPOSITOR CERTIFICATION
Re: Credit
Suisse First Boston Mortgage Securities Corp.
CSMC
Asset-Backed Pass-Through Certificates, Series ▇▇▇▇-▇▇▇ ▇▇▇
I,
[Name
of Signer], certify that:
1. I
have reviewed this report on Form 10-K and all reports on Form 10-D required
to
be filed in respect of the period covered by this report on Form 10-K of CSMC
Asset-Backed Trust 2007-NC1 OSI CSMC Asset-Backed Pass-Through Certificates,
Series 2007-NC1 OSI (the “Exchange Act periodic reports”);
2. Based
on my knowledge, the Exchange Act periodic reports, taken as a whole, do not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in light of the circumstances under
which
such statements were made, not misleading with respect to the period covered
by
this report;
3. Based
on my knowledge, all of the distribution, servicing and other information
required to be provided under Form 10-D for the period covered by this report
is
included in the Exchange Act periodic reports;
4. Based
on my knowledge and the servicer compliance statement required in this report
under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act
periodic reports, the servicer has fulfilled its obligations under the servicing
agreements in all material respects; and
5. All
of the reports on assessment of compliance with servicing criteria for
asset-backed securities and their related attestation reports on assessment
of
compliance with servicing criteria for asset-backed securities required to
be
included in this report in accordance with Item 1122 of Regulation AB and
Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this
report, except as otherwise disclosed in this report. Any material instances
of
noncompliance described in such reports have been disclosed in this report
on
Form 10-K.
In
giving
the certifications above, I have reasonably relied on information provided
to me
by the following unaffiliated parties: [INSERT NAME OF SERVICER, CUSTODIAN
OR
TRUSTEE]
| Dated: | ||
|
By:
|
/s/ | |
| Title: |
CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
EXHIBIT
CC
FORM
OF
TRUSTEE CERTIFICATION FOR MONTHLY STATEMENTS
Re: Credit
Suisse First Boston Mortgage Securities Corp.
CSMC
Asset-Backed Pass-Through Certificates, Series ▇▇▇▇-▇▇▇ ▇▇▇
U.S.
Bank
National Association (the “Trustee”) hereby certifies to Credit Suisse First
Boston Mortgage Securities Corp. (the “Depositor”), and each Person, if any, who
“controls” the Depositor within the meaning of the Securities Act of 1933, as
amended, and its officers, directors and affiliates, and with the knowledge
and
intent that they will rely upon this certification, that:
1. The
Trustee has reviewed the annual report on Form 10-K for the fiscal year [___],
all reports on Form 10-D containing Monthly Statements filed in respect of
periods included in the year covered by that annual report, of the Depositor
relating to the above-referenced trust and all Current Reports on Form
8-K;
2. Subject
to paragraph 4 hereof, based on the Trustee’s knowledge, and assuming the
accuracy and completeness of the information supplied to the Trustee by the
Servicer, the Distribution Information in the Monthly Statements contained
in
such reports on Form 10-D, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact required by the
Pooling and Servicing Agreement to be included therein and necessary to make
the
statements made, in light of the circumstances under which such statements
were
made, not misleading as of the last day of the period covered by that annual
report;
3. Based
on the Trustee’s knowledge, the Distribution Information required to be provided
by the Trustee under the Pooling and Servicing Agreement is included in these
reports; and
4. In
compiling the Distribution Information and making the foregoing certifications,
the Trustee has relied upon information furnished to it by the Servicer under
the Pooling and Servicing Agreement. The Trustee shall have no
responsibility or liability for any inaccuracy in such reports on Form 10-D
to
the extent such inaccuracy results from information received from the
Servicer.
For
purposes of this Certificate, the following terms shall have the meanings
ascribed below:
“Distribution
Information” shall mean that information (x) calculated and reported by the
Trustee and (y) reported by the Trustee, in either case, pursuant to Section
4.04 of the Pooling and Servicing Agreement.
“Monthly
Statements” shall mean the monthly statements prepared by the Trustee
pursuant to Section 4.04 of the Pooling and Servicing Agreement.
Any
additional capitalized terms used but not defined herein have the meanings
ascribed to them in the Series Supplement to the Standard Terms of Pooling
and
Servicing Agreement dated as of August 1, 2007 (the “Pooling and Servicing
Agreement”), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor (the “Depositor”), DLJ Mortgage Capital, Inc., as seller (the
“Seller”), Select Portfolio Servicing, Inc., as servicer (“SPS”), Ocwen Loan
Servicing, LLC, as servicer (“Ocwen”) and U.S. Bank National Association as
trustee (the “Trustee”).
|
[____________________],
|
|||
|
as
Trustee
|
|||
|
|
By:
|
||
| [Name] | |||
| [Title] | |||
| [Date] | |||
EXHIBIT
DD
FORM
OF
SERVICER CERTIFICATION
Re: Credit
Suisse First Boston Mortgage Securities Corp.
CSMC
Asset-Backed Pass-Through Certificates, Series ▇▇▇▇-▇▇▇ ▇▇▇
I,
[name
of certifying individual], a duly elected and acting officer of
[__________________________] (the “Servicer”), certify pursuant to Section
13.01(f) of the Pooling and Servicing Agreement to the Depositor, the Trustee
and each Person, if any, who “controls” the Depositor or the Trustee within the
meaning of the Securities Act of 1933, as amended, and their respective officers
and directors, with respect to the calendar year immediately preceding the
date
of this Certificate (the “Relevant Year”), as follows:
1. I
have reviewed the servicer compliance statement of the Servicer and
[SUBSERVICER] (the “Subservicer”) provided in accordance with Item 1123 of
Regulation AB (the “Compliance Statement”), the report on assessment of the
Servicer’s and Subservicer’s compliance with the Servicing Criteria provided in
accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Item 1122
of
Regulation AB (the “Servicing Assessment”), the registered public accounting
firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18
under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation
Report”), and all servicing reports, officer’s certificates and other
information relating to the servicing of the related Mortgage Loans by the
Servicer during the Relevant Year (collectively, the “Relevant
Information”).
2. Based
on my knowledge, the Relevant Information, taken as a whole, does not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein which is necessary to make the statements made
therein, in light of the circumstances under which such statements were made,
not misleading as of the last day of the Relevant Year.
3. The
Relevant Information has been provided to those Persons entitled to receive
it.
4. I
am responsible for reviewing the activities performed by the Servicer as the
servicer under the Pooling and Servicing Agreement, and based on my knowledge
and the compliance review conducted in preparing the Compliance Statement and
except as disclosed in the Compliance Statement, the Servicing Assessment or
the
Attestation Report, the Servicer has fulfilled its obligations under the Pooling
and Servicing Agreement.
5. Any
material instances of noncompliance described in the Compliance Statement,
the
Servicing Assessment or the Attestation Report have been disclosed to the
Depositor and the Trustee. Any material instances of noncompliance
with the Servicing Criteria have been disclosed in such reports.
Capitalized
terms used but not defined herein have the meanings ascribed to them in the
Series Supplement to the Standard Terms of Pooling and Servicing Agreement
dated
as of August 1, 2007 (the “Pooling and Servicing Agreement”), among Credit
Suisse First Boston Mortgage Securities Corp., as depositor (the “Depositor”),
DLJ Mortgage Capital, Inc., as seller (the “Seller”), Select Portfolio
Servicing, Inc., as servicer (“SPS”), Ocwen Loan Servicing, LLC, as servicer
(“Ocwen”) and U.S. Bank National Association as trustee (the
“Trustee”).
|
[____________________],
|
|||
|
as
Servicer
|
|||
|
|
By:
|
||
| [Name] | |||
| [Title] | |||
| [Date] | |||
EXHIBIT
EE
FORM
OF
ASSESSMENT OF COMPLIANCE
Re:
Credit Suisse First Boston Mortgage Securities Corp.
CSMC
Asset-Backed Pass-Through Certificates, Series ▇▇▇▇-▇▇▇ ▇▇▇
I,
[name
of certifying individual], a duly elected and acting officer of
[_____________________] (the “Assessing Party”), certify pursuant to Section
13.03 of the Series Supplement to the Standard Terms of Pooling and Servicing
Agreement dated as of August 1, 2007 (the “Pooling and Servicing Agreement”),
among Credit Suisse First Boston Mortgage Securities Corp., as depositor (the
“Depositor”), DLJ Mortgage Capital, Inc., as seller (in such capacity, the
“Seller”), Select Portfolio Servicing, Inc., as servicer (“SPS”), Ocwen Loan
Servicing, LLC, as servicer (“Ocwen”) and U.S. Bank National Association as
trustee (the “Trustee”), to the Depositor, [the Trustee] and each Person, if
any, who “controls” the Depositor [or the Trustee] within the meaning of the
Securities Act of 1933, as amended, and their respective officers and directors,
with respect to the calendar year immediately preceding the date of this
Certificate (the “Relevant Year”), as follows:
1. I
am responsible for assessing compliance with the Servicing Criteria applicable
to the Assessing Party during the Relevant Year. For purposes of this
assessment, I have used the Servicing Criteria as set forth in Item 1122 of
Regulation AB and as set forth on Exhibit Y of the Pooling and Servicing
Agreement.
2. Based
on my knowledge, the Assessing Party was in compliance with the Servicing
Criteria applicable to the Assessing Party during the Relevant Year other than
[state any material instance of noncompliance with respect thereto during such
period]. This assessment is based on the activities the Assessing Party performs
with respect to asset-backed securities transactions taken as a whole involving
the Assessing Party, that are backed by the same asset type as the related
Mortgage Loans serviced by it.
3. Based
on the activities the Assessing Party performs with respect to asset-backed
securities transactions taken as a whole involving the Assessing Party, that
are
backed by the same asset type as the related Mortgage Loans serviced by it,
the
following Servicing Criteria are not applicable to the Assessing
Party: [_______________].
4. A
registered public accounting firm has issued an attestation report on the
Assessing Party’s assessment of compliance for the period consisting of Relevant
Year.
Capitalized
terms used but not defined herein have the meanings ascribed to them in the
Pooling and Servicing Agreement.
|
[____________________],
|
|||
|
as
Assessing Party
|
|||
|
|
By:
|
||
| [Name] | |||
| [Title] | |||
| [Date] | |||
Schedule
I
Mortgage
Loan Schedule
(see
attached)
Schedule
IIA
Representations
and Warranties of Seller - DLJMC
As
set
forth in Schedule IIA to the Standard Terms.
Schedule
IIB
Representations
and Warranties of Servicer - SPS
As
set
forth in Schedule IIB to the Standard Terms.
Schedule
IIC
Representations
and Warranties of Servicer - Ocwen
|
|
(i)
|
Ocwen
is a limited liability company duly organized, validly existing and
in
good standing under the laws of the state of its
organization;
|
|
|
(ii)
|
Ocwen
has full corporate power to own its property, to carry on its business
as
presently conducted and to enter into and perform its obligations
under
this Agreement;
|
|
|
(iii)
|
The
execution and delivery by Ocwen of this Agreement have been duly
authorized by all necessary corporate action on the part of Ocwen;
and
neither the execution and delivery of this Agreement, nor the consummation
of the transactions herein contemplated hereby, nor compliance with
the
provisions hereof, will conflict with or result in a breach of, or
constitute a default under, any of the provisions of any law, governmental
rule, regulation, judgment, decree or order binding on Ocwen or its
properties or the certificate of incorporation or bylaws of Ocwen,
except
those conflicts, breaches or defaults which would not reasonably
be
expected to have a material adverse effect on Ocwen ability to enter
into
this Agreement and to consummate the transactions contemplated
hereby;
|
|
|
(iv)
|
This
Agreement has been duly executed and delivered by Ocwen and, assuming
due
authorization, execution and delivery by the Trustee, the Seller
and the
Depositor, constitutes a valid and binding obligation of Ocwen enforceable
against it in accordance with its terms (subject to applicable bankruptcy
and insolvency laws and other similar laws affecting the enforcement
of
the rights of creditors generally);
and
|
|
|
(v)
|
There
are no actions, litigation, suits or proceedings pending or to
the knowledge of Ocwen, threatened against Ocwen before or by any
court,
administrative agency, arbitrator or governmental body (a) with
respect to any of the transactions contemplated by this Agreement
or (b)
with respect to any other matter which in the judgment of Ocwen if
determined adversely to Ocwen would reasonably be expected to materially
and adversely affect Ocwen’s ability to perform its obligations under this
Agreement, other than as Servicer has previously advised Seller;
and Ocwen
is not in default with respect to any order of any court, administrative
agency, arbitrator or governmental body so as to materially and adversely
affect the transactions contemplated by this
Agreement.
|
Schedule
IID
[RESERVED]
Schedule
IIE
[RESERVED]
SCHEDULE
III
Representations
and Warranties of DLJMC – Mortgage Loans
DLJMC,
in
its capacity as Seller, hereby makes the representations and warranties set
forth in this Schedule III to the Depositor and the Trustee, as of the Closing
Date, or if so specified herein, as of the Cut-off Date or such other date
as
may be specified, with respect to the Mortgage Loans identified on Schedule
I
hereto, except as specified herein.
|
|
(i)
|
The
information set forth in Schedule I, with respect to the Mortgage
Loans,
is complete, true and correct in all material
respects;
|
|
|
(ii)
|
Each
Mortgage Loan is next due for payment no earlier than August 1, 2007
and
there are no material defaults under the terms of any Mortgage
Loan;
|
|
|
(iii)
|
All
taxes, governmental assessments, insurance premiums, water, sewer
and
municipal charges, leasehold payments or ground rents which previously
became due and owing have been paid, or escrow funds have been established
in an amount sufficient to pay for every such escrowed item which
remains
unpaid and which has been assessed but is not yet due and
payable;
|
|
|
(iv)
|
The
terms of the Mortgage Note and the Mortgage have not been impaired,
waived, altered or modified in any respect, except by written instruments
which have been recorded or sent for recording to the extent any
such
recordation is required by law, or, necessary to protect the interest
of
the Depositor. No other instrument of waiver, alteration or modification
has been executed, and no Mortgagor has been released, in whole or
in
part, from the terms thereof except in connection with an assumption
agreement and which assumption agreement is part of the Mortgage
File and
the terms of which are reflected in Schedule IA; the substance of
any such
waiver, alteration or modification has been approved by the issuer
of any
related Mortgage Guaranty Insurance Policy and title insurance policy,
to
the extent required by the related
policies;
|
|
|
(v)
|
The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set-off, counterclaim or defense, including, without limitation,
the
defense of usury, nor will the operation of any of the terms of the
Mortgage Note or the Mortgage, or the exercise of any right thereunder,
render the Mortgage Note or Mortgage unenforceable, in whole or in
part,
or subject to any right of rescission, set-off, counterclaim or defense,
including the defense of usury, and no such right of rescission,
set-off,
counterclaim or defense has been asserted with respect
thereto;
|
|
|
(vi)
|
All
buildings or other customarily insured improvements upon the Mortgaged
Property are insured by an insurer acceptable under the FNMA Guides,
against loss by fire, hazards of extended coverage and such other
hazards
as are provided for in the FNMA Guides or by FHLMC, as well as all
additional requirements set forth in Section 4.09 of this Agreement.
All such standard hazard policies are in full force and effect and
on the
date of origination contained a standard mortgagee clause naming
DLJMC and
its successors in interest and assigns as loss payee and such clause
is
still in effect and all premiums due thereon have been paid. If
required by the Flood Disaster Protection Act of 1973, as amended,
the
Mortgage Loan is covered by a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance
Administration which policy conforms to FNMA and FHLMC requirements,
as
well as all additional requirements set forth in Section 4.09 of this
Agreement. Such policy was issued by an insurer acceptable
under FNMA or FHLMC guidelines. The Mortgage obligates the
Mortgagor thereunder to maintain all such insurance at the Mortgagor’s
cost and expense, and on the Mortgagor’s failure to do so, authorizes the
holder of the Mortgage to maintain such insurance at the Mortgagor’s cost
and expense and to seek reimbursement therefor from the
Mortgagor;
|
|
|
(vii)
|
Each
Mortgage Loan at the time it was made complied in all material respects
with all applicable local, state and federal laws, including, without
limitation, usury, equal credit opportunity, disclosure, recording
and all
applicable predatory and abusive lending
laws;
|
|
|
(viii)
|
The
related Mortgage is a valid, subsisting, enforceable and perfected
first
lien on the Mortgaged Property, including for Mortgage Loans that
are not
Cooperative Loans, all buildings on the Mortgaged Property and all
installations and mechanical, electrical, plumbing, heating and air
conditioning systems affixed to such buildings, and all additions,
alterations and replacements made at any time with respect to the
foregoing securing the Mortgage Note’s original principal
balance. The Mortgage and the Mortgage Note do not contain any
evidence of any security interest or other interest or right
thereto. Such lien is free and clear of all adverse claims,
liens and encumbrances having priority over the first lien, as applicable,
of the Mortgage subject only to (1) the lien of non-delinquent
current real property taxes and assessments not yet due and payable,
(2) covenants, conditions and restrictions, rights of way, easements
and other matters of the public record as of the date of recording
which
are acceptable to mortgage lending institutions generally and either
(A)
which are referred to or otherwise considered in the appraisal made
for
the originator of the Mortgage Loan, or (B) which do not adversely
affect
the appraised value of the Mortgaged Property as set forth in such
appraisal, and (3) other matters to which like properties are commonly
subject which do not materially interfere with the benefits of the
security intended to be provided by the Mortgage or the use, enjoyment,
value or marketability of the related Mortgaged Property. Any security
agreement, chattel mortgage or equivalent document related to and
delivered in connection with the Mortgage Loan establishes and creates
a
valid, subsisting, enforceable and perfected first lien and first
priority
security interest on the property described therein, and the Seller
has
the full right to sell and assign the same to the
Depositor;
|
|
|
(ix)
|
The
Mortgage Note and the related Mortgage are original and genuine and
each
is the legal, valid and binding obligation of the maker thereof,
enforceable in all respects in accordance with its terms subject
to
bankruptcy, insolvency, moratorium, reorganization and other laws
of
general application affecting the rights of creditors and by general
equitable principles;
|
|
|
(x)
|
DLJMC
or its affiliate is the sole owner of record and holder of the Mortgage
Loan and the indebtedness evidenced by the Mortgage
Note. Immediately prior to the transfer and assignment to the
Depositor on the Closing Date, the Mortgage Loan, including the Mortgage
Note and the Mortgage, were not subject to an assignment or pledge,
and
DLJMC had good and marketable title to and was the sole owner thereof
and
had full right to transfer and sell the Mortgage Loan to the Depositor
free and clear of any encumbrance, equity, lien, pledge, charge,
claim or
security interest and has the full right and authority subject to
no
interest or participation of, or agreement with, any other party,
to sell
and assign the Mortgage Loan and following the sale of the Mortgage
Loan,
the Depositor will own such Mortgage Loan free and clear of any
encumbrance, equity, participation interest, lien, pledge, charge,
claim
or security interest;
|
|
|
(xi)
|
There
are no mechanics’ or similar liens or claims which have been filed for
work, labor or material (and no rights are outstanding that under
law
could give rise to such liens) affecting the related Mortgaged Property
which are or may be liens prior to or equal to the lien of the related
Mortgage;
|
|
|
(xii)
|
All
improvements subject to the Mortgage which were considered in determining
the appraised value of the Mortgaged Property lie wholly within the
boundaries and building restriction lines of the Mortgaged Property
(and
wholly within the project with respect to a condominium unit) except
for
de minimis encroachments permitted by the FNMA Guide and which have
been
noted on the appraisal or the title policy affirmatively insures
against
loss or damage by reason of any violation, variation or encroachment
adverse circumstances which is either disclosed or would have been
disclosed by an accurate survey, and no improvements on adjoining
properties encroach upon the Mortgaged Property except those which
are
insured against by the title insurance policy referred to in clause
(v)
above or are acceptable under FNMA or FHLMC guidelines and all
improvements on the property comply with all applicable zoning and
subdivision laws and ordinances;
|
|
|
(xiii)
|
The
Mortgaged Property is not subject to any material damage by waste,
fire,
earthquake, windstorm, flood or other casualty. At origination
of the Mortgage Loan there was, and there currently is, no proceeding
pending for the total or partial condemnation of the Mortgaged
Property;
|
|
|
(xiv)
|
Each
Mortgage Loan has been serviced in all material respects in compliance
with accepted servicing practices;
|
|
|
(xv)
|
With
respect to each Cooperative Loan, the related Mortgage is a valid,
enforceable and subsisting first security interest on the related
Cooperative Shares securing the related Mortgage Note, subject only
to (a)
liens of the Cooperative Property for unpaid assessments representing
the
Mortgagor’s pro rata share of the Cooperative Property’s payments for its
blanket mortgage, current and future real property taxes, insurance
premiums, maintenance fees and other assessments to which like collateral
is commonly subject and (b) other matters to which like collateral
is
commonly subject which do not materially interfere with the benefits
of
the security intended to be provided by the Security
Agreement. There are no liens against or security interest in
the Cooperative Shares relating to each Cooperative Loan (except
for
unpaid maintenance, assessments and other amounts owed to the related
Cooperative Property which individually or in the aggregate will
not have
a material adverse effect on such Cooperative Loan), which have priority
over DLJMC’s security interest in such Cooperative
Shares;
|
|
|
(xvi)
|
The
Mortgage Loan complies with all terms, conditions and requirements
of the
originator’s underwriting standards in effect at the time of origination
of such Mortgage Loan;
|
|
|
(xvii)
|
Each
Mortgage Loan constitutes a qualified mortgage under
Section 860G(a)(3)(A) of the Code and Treasury Regulations
Section 1.860G-2(a)(1);
|
|
|
(xviii)
|
With
respect to each Mortgage Loan sold by any Seller, to the knowledge
of
DLJMC, (i) no borrower obtained a prepaid single-premium credit
insurance policy in connection with the origination of a Mortgage
Loan,
(ii) the related Servicer of each such Mortgage Loan has fully
furnished, in accordance with the Fair Credit Reporting Act and its
implementing regulations, accurate and complete information on its
borrower credit files to Equifax, Experian and Trans Union Credit
Information Company, on a monthly basis or as otherwise required
by ▇▇▇▇▇▇
▇▇▇ or ▇▇▇▇▇▇▇ Mac; (iii) no such Mortgage Loan will impose a
Prepayment Penalty for a term in excess of five years; and
(iv) with respect to any Mortgage Loans that are on manufactured
housing, such housing will be the principal residence of the borrower
upon
origination of such mortgage loan;
|
|
|
(xix)
|
DLJMC
has delivered or caused to be delivered to the Trustee or the Custodian
on
behalf of the Trustee the original Mortgage bearing evidence that
such
instruments have been recorded in the appropriate jurisdiction where
the
Mortgaged Property is located as determined by DLJMC (or in lieu
of the
original of the Mortgage or the assignment thereof, a duplicate or
conformed copy of the Mortgage or the instrument of assignment, if
any,
together with a certificate of receipt from DLJMC or the settlement
agent
who handled the closing of the Mortgage Loan, certifying that such
copy or
copies represent true and correct copies represent true and correct
copy(ies) of the originals) and that such original(s) have been or
are
currently submitted to be recorded in the appropriate governmental
recording office of the jurisdiction where the Mortgaged Property
is
located or a certification or receipt of the recording authority
evidencing the same;
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(xx)
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The
Mortgage File contains each of the documents specified in
Section 2.01(b) of this
Agreement;
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(xxi)
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No
Mortgage Loan sold by the Seller secured by a Mortgaged Property
located
in the State of Georgia was originated on or after October 1, 2002
and
before March 7, 2003 and no Mortgage Loan secured by Mortgaged
Property located in the State of Georgia that was originated on or
after
March 7, 2003 is a “high cost home loan” as defined in the Georgia Fair
Lending Act (HB 1361), as amended;
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(xxii)
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With
respect to each Cooperative Loan, the Cooperative Shares that is
pledged
as security for the Cooperative Loan is held by a person as a
tenant-stockholder (as defined in Section 216 of the Code) in a
cooperative housing corporation (as defined in Section 216 of the
Code);
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(xxiii)
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None
of the Mortgage Loans sold by the Seller are classified as (a) a
“high cost mortgage” loan under the Home Ownership and Equity Protection
Act of 1994 or (b) a “high cost home,” “covered,” “high cost,” “high
risk home” or “predatory” loan under any other applicable state, federal
or local law;
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(xxiv)
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With
respect to each Mortgage Loan, (a) the Mortgage Loan was originated
by a mortgagee approved by the Secretary of Housing and Urban Development
pursuant to sections 203 and 211 of the National Housing Act, a savings
and loan association, a savings bank, a commercial bank, credit union,
insurance company or similar institution which is supervised and
examined
by a federal or state authority or (b) at the time the Mortgage Loan
was originated, the originator was a mortgagee duly licensed as required
by the State within which the Mortgage Loan was originated, and was
subject to supervision and examination conducted by the applicable
State
authority of such State;
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(xxv)
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With
respect to each Mortgage Loan that has a Prepayment Premium feature
as
described in the Mortgage Loan Schedule, each such Prepayment Premium
is
enforceable and, at the time such Mortgage Loan was originated, each
Prepayment Premium complied with applicable federal, state and local
law,
subject to federal preemption where
applicable;
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(xxvi)
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The
related Servicer of each Mortgage Loan sold by the Seller will fully
furnish, in accordance with the Fair Credit Reporting Act and its
implementing regulations, accurate and complete information on its
borrower credit files to Equifax, Experian and Trans Union Credit
Information Company, on a monthly
basis;
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(xxvii)
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With
respect to the Conforming Loans, the original principal balance of
each
such Mortgage Loan is within ▇▇▇▇▇▇▇ Mac’s dollar amount limits for
conforming one- to four-family Mortgage
Loans;
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(xxviii)
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Each
Mortgage Loan that is secured by residential real property (or a
leasehold
interest therein) has a loan-to-value ratio of 100% or less (or,
in the
case of a second lien Mortgage Loan, combined loan-to-value
ratio);
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(xxix)
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No
Mortgage Loan sold by the Seller is a “High Cost Loan” or “Covered Loan,”
as applicable, as such terms are defined in the then current Standard
& Poor’s LEVELS® Glossary which is now Version 5.7 Revised, Appendix
E, in effect as of the Closing
Date;
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(xxx)
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With
respect to any Mortgage Loan originated on or after August 1, 2004,
neither the related Mortgage nor the related Mortgage Note requires
the
related Mortgagor to submit to arbitration to resolve any dispute
arising
out of or relating in any way to the Mortgage Loan;
and
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(xxxi)
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No
error, omission, misrepresentation, negligence, fraud or similar
occurrence with respect to a Mortgage Loan has taken place on the
part of
the originator, the Seller or the Mortgagor (except with respect
to the
accuracy of any information stated on the Mortgagor’s loan application
that was not verified during the origination process, including but
not
limited to information regarding the Mortgagor’s income, source of income
or assets), any appraiser, any builder or developer, or any other
party
involved in the origination of the Mortgage Loan or in the application
of
any insurance in relation to such Mortgage
Loan.
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(xxxii)
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For
any Mortgage Loan that is a junior lien, no mortgage loan that is
senior
to such Mortgage Loan has a negative amortization feature that could
cause
the Maximum CLTV of that Mortgage Loan to exceed 100%, unless (a)
such
negative amortization feature cannot cause the Maximum CLTV of that
Mortgage Loan to exceed 125% and (b) the sum total of the principal
balances of all Mortgage Loans whose Maximum CLTVs may exceed 100%
because
of negative amortization features does not exceed 3% of the sum total
of
the principal balances of the Mortgage Loans identified on Schedule
I.
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(xxxiii)
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To
the knowledge of the Seller:
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a.
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no
refinance or purchase money mortgage loan included in the Trust as
a Group
1 Mortgage Loan that is secured by the Borrower’s principal residence has
an APR or total points and fees that exceed the thresholds set by
HOEPA
and its implementing regulations, including 12 CFR § 226.32(a)(1)(i) and
(ii), provided that, this requirement does not apply to home equity
lines
of credit (HELOCs) but does apply to other second mortgage
loans;
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b.
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no
borrower obtained a prepaid single-premium credit-life, credit disability,
credit unemployment or credit property insurance policy in connection
with
the origination of a Group 1 Mortgage
Loan;
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c.
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no
subprime Group 1 Mortgage Loan originated on or after October 1,
2002 will
impose a Prepayment Premium for a term in excess of three years,
no Group
1 Mortgage Loan originated prior to such date, and no non-subprime
Group 1
Mortgage Loan, will impose a Prepayment Premium in excess of five
years;
unless the loan was modified to reduce the prepayment period to no
more
than three years (in the case of subprime loans) or five years (in
the
case of non-subprime loans) from the date of the note and the Borrower
was
notified in writing of such reduction in prepayment
period;
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d.
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with
respect to any Group 1 Mortgage Loan that provides for a Prepayment
Premium:
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i.
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only
with respect to mortgage loans secured by the borrower’s principal
residence, such Mortgage Loan provides some benefit to the Borrower
(e.g.,
a rate or fee reduction) in exchange for accepting such Prepayment
Premium;
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ii.
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only
with respect to mortgage loans secured by the borrower’s principal
residence, prior to such Mortgage Loan’s origination, the Borrower was
offered the option of obtaining a mortgage loan that did not require
the
payment of such a Prepayment
Premium;
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iii.
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the
applicable Prepayment Premium was adequately disclosed to the Borrower
pursuant to applicable state and federal law;
and
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iv.
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such
Prepayment Premium shall not be imposed in any instance where the
related
Mortgage Loan is accelerated or paid off in connection with the workout
of
a delinquent mortgage or due to the Borrower’s default, notwithstanding
that the terms of the Mortgage Loan or state or federal law might
permit
the imposition of such Prepayment
Premium;
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e.
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the
related Servicer for each Group 1 Mortgage Loan has fully furnished
and
will fully furnish accurate and complete information on its borrower
credit files to Equifax, Experian and Trans Union Credit Information
Company on a monthly basis and in accordance with the Fair Credit
Reporting Act and its implementing
regulations;
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f.
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there
is no Mortgage Loan in the Trust that was originated on or after
October
1, 2002 and before March 7, 2003, which is governed by the Georgia
Fair
Lending Act;
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g.
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each
Group 1 Mortgage Loan has an original principal balance that conforms
to
▇▇▇▇▇▇ Mae and ▇▇▇▇▇▇▇ Mac
guidelines;
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h.
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with
respect to any Group 1 Mortgage Loans that are on manufactured housing,
such housing will be the principal residence of the borrower upon
origination of such mortgage loan;
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i.
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with
respect to any second lien Group 1 Mortgage Loans underlying the
Certificates, such lien is on a one- to four-family residence that
is (or
will be) the principal residence of the borrower upon origination
of the
second lien;
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j.
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with
respect to each Group 1 Mortgage Loan, the Borrower was not encouraged
or
required to select a mortgage loan product offered by the Mortgage
Loan’s
Originator which is a higher cost product designed for less creditworthy
borrowers, taking into account such facts as, without limitation,
the
mortgage loan’s requirements and the borrower’s credit history, income,
assets and liabilities, provided that, for a Borrower who seeks financing
through a Mortgage Loan Originator’s higher-priced subprime lending
channel, the Borrower should be directed towards or offered the Mortgage
Loan Originator’s standard mortgage line if the Borrower is able to
qualify for one of the standard
products;
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k.
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with
respect to any Group 1 Mortgage Loan, the methodology used in underwriting
the extension of credit for each such Mortgage Loan did not rely
solely on
the extent of the Borrower’s equity in the collateral as the principal
determining factor in approving such extension of credit but instead
employed related objective criteria such as the Borrower’s income, assets
and liabilities, to the proposed mortgage payment and, based on such
methodology, the Mortgage Loan’s Originator made a reasonable
determination that at the time of origination the Borrower had the
ability
to make timely payments on the Mortgage
Loan;
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l.
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no
Borrower of a Group 1 Mortgage Loan in the trust that is secured
by the
Borrower’s principal residence was charged “points and fees” in an amount
greater than (a) $1,000 or (b) 5% of the original Stated Principal
Balance
of such Mortgage Loan, whichever is greater; provided, that for purposes
of this representation, “points and fees” (x) include origination,
underwriting, broker and finder’s fees and charges that the lender imposed
as a condition of making the mortgage loan, whether they are paid
to the
lender or a third party; and (y) exclude bona fide discount points,
fees
paid for actual services rendered in connection with the origination
of
the mortgage (such as attorneys’ fees, notaries fees and fees paid for
property appraisals, credit reports, surveys, title examinations
and
extracts, flood and tax certifications, and home inspections); the
cost of
mortgage insurance or credit-risk price adjustments; the costs of
title,
hazard, and flood insurance policies; state and local transfer taxes
or
fees; escrow deposits for the future payment of taxes and insurance
premiums; and other miscellaneous fees and charges, which miscellaneous
fee and charges, in total, do not exceed 0.25% of the loan
amount;
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m.
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no
subordinate lien Group 1 Mortgage Loan underlying the Certificates
has an
original Stated Principal Balance that exceeds one-half of the one-unit
limitation for first lien mortgage loans, without regard to the number
of
units;
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n.
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with
respect to any subordinate lien Group 1 Mortgage Loan underlying
the
Certificates, the original Stated Principal Balance of the first
lien
mortgage loan plus the original Stated Principal Balance of any
subordinate lien mortgage loans relating to the same Mortgaged Property
does not exceed the applicable ▇▇▇▇▇▇▇ Mac loan limit for first lien
mortgage loans for that property type;
and
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o.
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the
Seller currently operates or actively participates in an on-going
and
active program or business (A) to originate mortgages, and/or (B)
to make
periodic purchases of mortgage loans from originators or other sellers,
and/or (C) to issue and/or purchase securities or bonds supported
by the
mortgages, with a portion of the proceeds generated by such program
or
business being used to purchase or originate mortgages made to borrowers
who are:
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i.
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low-income
families (families with incomes of 80% or less of area median income)
living in low-income areas (a census tract or block numbering area
in
which the median income does not exceed 80 percent of the area median
income) and/or
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ii.
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very
low-income families (families with incomes of 60% or less of area
median
income); and
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The
Seller further agrees that ▇▇▇▇▇▇▇ Mac for a period of two (2) years following
the date of the agreement may contact the Seller to confirm that it continues
to
operate or actively participate in the mortgage program or business and to
obtain other nonproprietary information about the Seller’s activities that may
assist ▇▇▇▇▇▇▇ Mac in completing its regulatory reporting requirements. The
Seller will make reasonable efforts to provide such information to ▇▇▇▇▇▇▇
Mac.
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p.
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The
Mortgage Loans are secured by single family, one- to four-unit
residences. No Mortgage Loan is secured by a condotel,
multifamily, commercial, industrial, agricultural or undeveloped
property,
or on any property located anywhere except the continental United
States,
Alaska, Hawaii, Puerto Rico, the Virgin Islands or
Guam.
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Appendix A
[RESERVED]