EXHIBIT 99.1
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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
Depositor,
DLJ MORTGAGE CAPITAL, INC.,
Seller,
GREENPOINT MORTGAGE FUNDING, INC.,
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.,
Sellers and Servicers,
CHASE MANHATTAN MORTGAGE CORPORATION,
Master Servicer,
VESTA SERVICING, L.P.,
Servicer and Special Servicer,
BANK ONE, NATIONAL ASSOCIATION,
Trustee
and
THE CHASE MANHATTAN BANK,
Trust Administrator
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 2001
relating to
MORTGAGE-BACKED PASS-THROUGH CERTIFICATES,
SERIES 2001-26
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Table of Contents
Page
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ARTICLE I
DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES
SECTION 2.01 Conveyance of Trust Fund................................................................55
SECTION 2.02 Acceptance by the Trustee...............................................................58
SECTION 2.03 Representations and Warranties of the Sellers and Servicers.............................59
SECTION 2.04 Representations and Warranties of the Depositor as to the Mortgage Loans................62
SECTION 2.05 Delivery of Opinion of Counsel in Connection with Substitutions.........................62
SECTION 2.06 Issuance of Certificates................................................................62
SECTION 2.07 REMIC Provisions........................................................................62
SECTION 2.08 Covenants of each Servicer..............................................................67
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
SECTION 3.01 Servicers to Service Mortgage Loans.....................................................68
SECTION 3.02 Subservicing; Enforcement of the Obligations of Subservicers............................69
SECTION 3.03 Reserved................................................................................70
SECTION 3.04 Trust Administrator to Act as Servicer..................................................70
SECTION 3.05 Collection of Mortgage Loans; Collection Accounts; Certificate Account..................71
SECTION 3.06 Establishment of and Deposits to Escrow Accounts; Permitted Withdrawals from Escrow
Accounts; Payments of Taxes, Insurance and Other Charges................................74
SECTION 3.07 Access to Certain Documentation and Information Regarding the Mortgage Loans;
Inspections.............................................................................75
SECTION 3.08 Permitted Withdrawals from the Collection Accounts and Certificate Account..............76
SECTION 3.09 Maintenance of Hazard Insurance; Mortgage Impairment Insurance and Mortgage Guaranty
Insurance Policy; Claims; Restoration of Mortgaged Property.............................77
SECTION 3.10 Enforcement of Due-on-Sale Clauses; Assumption Agreements...............................81
SECTION 3.11 Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans.........82
SECTION 3.12 Trust Administrator to Cooperate; Release of Mortgage Files.............................86
SECTION 3.13 Documents, Records and Funds in Possession of a Servicer to be Held for the Trust
Administrator...........................................................................86
SECTION 3.14 Servicing Fee...........................................................................87
SECTION 3.15 Access to Certain Documentation.........................................................87
SECTION 3.16 Annual Statement as to Compliance.......................................................88
SECTION 3.17 Annual Independent Public Accountants' Servicing Statement; Financial Statements........88
SECTION 3.18 Maintenance of Fidelity Bond and Errors and Omissions Insurance.........................89
ARTICLE IV
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS
SECTION 4.01 Priorities of Distribution..............................................................90
SECTION 4.02 Allocation of Losses...................................................................104
SECTION 4.03 Policy Matters.........................................................................105
SECTION 4.04 Monthly Statements to Certificateholders...............................................110
SECTION 4.05 Servicer to Cooperate..................................................................112
SECTION 4.06 Cross-Collateralization; Adjustments to Available Funds................................112
SECTION 4.07 Distributions in Reduction of the Class I-A-10 OR CLASS I-A-11 Certificates............113
ARTICLE V
ADVANCES BY A SERVICER
SECTION 5.01 Advances by a Servicer.................................................................118
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TABLE OF CONTENTS
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ARTICLE VI
THE CERTIFICATES
SECTION 6.01 The Certificates.......................................................................119
SECTION 6.02 Registration of Transfer and Exchange of Certificates..................................119
SECTION 6.03 Mutilated, Destroyed, Lost or Stolen Certificates......................................125
SECTION 6.04 Persons Deemed Owners..................................................................125
SECTION 6.05 Access to List of Certificateholders' Names and Addresses..............................125
SECTION 6.06 Maintenance of Office or Agency........................................................126
SECTION 6.07 Book-Entry Certificates................................................................126
SECTION 6.08 Notices to Clearing Agency.............................................................127
SECTION 6.09 Definitive Certificates................................................................127
ARTICLE VII
THE DEPOSITOR, THE SELLERS, THE SERVICERS AND THE SPECIAL SERVICER
SECTION 7.01 Liabilities of the Sellers, the Depositor, the Master Servicer, the Servicers or the
Special Servicer.......................................................................128
SECTION 7.02 Merger or Consolidation of the Depositor, the Sellers, or the Servicers................128
SECTION 7.03 Limitation on Liability of the Depositor, the Sellers, and the Servicers and Others....129
SECTION 7.04 Servicer Not to Resign; Transfer of Servicing..........................................129
SECTION 7.05 Sellers and Servicers May Own Certificates.............................................130
ARTICLE VIII
DEFAULT
SECTION 8.01 Events of Default......................................................................131
SECTION 8.02 Trust Administrator to Act; Appointment of Successor...................................132
SECTION 8.03 Notification to Certificateholders.....................................................134
SECTION 8.04 Waiver of Events of Default............................................................134
ARTICLE IX
CONCERNING THE TRUSTEE
SECTION 9.01 Duties of Trustee......................................................................135
SECTION 9.02 Certain Matters Affecting the Trustee..................................................136
SECTION 9.03 Trustee Not Liable for Certificates or Mortgage Loans..................................138
SECTION 9.04 Trustee May Own Certificates...........................................................138
SECTION 9.05 Trustee's Fees and Expenses............................................................138
SECTION 9.06 Eligibility Requirements for Trustee...................................................139
SECTION 9.07 Resignation and Removal of Trustee.....................................................139
SECTION 9.08 Successor Trustee......................................................................140
SECTION 9.09 Merger or Consolidation of Trustee.....................................................141
SECTION 9.10 Appointment of Co-Trustee or Separate Trustee..........................................141
SECTION 9.11 Office of the Trustee..................................................................142
ARTICLE X
CONCERNING THE TRUST ADMINISTRATOR
SECTION 10.01 Duties of Trust Administrator..........................................................143
SECTION 10.02 Certain Matters Affecting the Trust Administrator......................................144
SECTION 10.03 Trust Administrator Not Liable for Certificates or Mortgage Loans......................146
SECTION 10.04 Trust Administrator May Own Certificates...............................................146
SECTION 10.05 Trust Administrator's Fees and Expenses................................................147
SECTION 10.06 Eligibility Requirements for Trust Administrator.......................................147
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TABLE OF CONTENTS
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SECTION 10.07 Resignation and Removal of Trust Administrator.........................................148
SECTION 10.08 Successor Trust Administrator..........................................................148
SECTION 10.09 Merger or Consolidation of Trust Administrator.........................................149
SECTION 10.10 Appointment of Co-Trust Administrator or Separate Trust Administrator..................149
SECTION 10.11 Office of the Trust Administrator......................................................151
SECTION 10.12 Tax Return.............................................................................151
SECTION 10.13 Periodic Filings.......................................................................151
SECTION 10.14 Determination of Certificate Index.....................................................151
ARTICLE XI
TERMINATION
SECTION 11.01 Termination upon Liquidation or Repurchase of all Mortgage Loans.......................152
SECTION 11.02 Procedure Upon Optional Termination....................................................153
SECTION 11.03 Additional Termination Requirements....................................................154
ARTICLE XII
MISCELLANEOUS PROVISIONS
SECTION 12.01 Amendment..............................................................................155
SECTION 12.02 Recordation of Agreement; Counterparts.................................................156
SECTION 12.03 Governing Law..........................................................................156
SECTION 12.04 Intention of Parties...................................................................156
SECTION 12.05 Notices................................................................................158
SECTION 12.06 Severability of Provisions.............................................................159
SECTION 12.07 Limitation on Rights of Certificateholders.............................................159
SECTION 12.08 Certificates Nonassessable and Fully Paid..............................................160
SECTION 12.09 Protection of Assets...................................................................160
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TABLE OF CONTENTS
(Continued)
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EXHIBITS
Exhibit A: Form of Class A Certificate...................................................................A-1
Exhibit B: Form of Class M Certificate...................................................................B-1
Exhibit C: Form of Class D-B Certificate.................................................................C-1
Exhibit D: Form of Class AR Certificate..................................................................D-1
Exhibit E: Form of Class X Certificate...................................................................E-1
Exhibit F: Form of Class A-P Certificate.................................................................F-1
Exhibit G: Form of Servicer Information..................................................................G-1
Exhibit H: [Reserved]....................................................................................H-1
Exhibit I: Form of Trust Receipt and Initial Certification of Trustee....................................I-1
Exhibit J: Form of Trust Receipt and Final Certification of Trustee......................................J-1
Exhibit K: Form of Request for Release...................................................................K-1
Exhibit L: Form of Transferor Certificate................................................................L-1
Exhibit M-1: Form of Investment Letter.....................................................................M-1
Exhibit M-2: Form of Rule 144A Letter......................................................................M-2
Exhibit N: Form of Investor Transfer Affidavit and Agreement.............................................N-1
Exhibit O: Form of Transfer Certificate..................................................................O-1
Exhibit P: Form of Escrow Account Certificate............................................................P-1
Exhibit Q: Form of Escrow Account Letter.................................................................Q-1
Exhibit R: Form of Certificate Insurance Policy..........................................................R-1
Exhibit S: Form of MGIC PMI Policy.......................................................................S-1
Exhibit T: Form of Interest Rate Cap Agreement...........................................................T-1
SCHEDULES
Schedule I: Mortgage Loan Schedule........................................................................I-1
Schedule IA: Schedule of November Loans...................................................................IA-I
Schedule II: Representations and Warranties of the Sellers/Servicers......................................II-1
Schedule III: Representations and Warranties as to the Mortgage Loans.....................................III-1
Schedule IV: MGIC PMI Mortgage Loans......................................................................IV-1
Schedule V: Aggregate PAC Schedule for Class I-A-1, Class I-A-3, Class I-A-12
and Class I-A-17 Certificates..............................................................V-1
Schedule VI: Aggregate PAC Schedule for Class I-A-6 and Class I-A-14 Certificates.........................VI-1
Schedule VII: Aggregate TAC Schedule for Class I-A-6, Class I-A-14 and the Classes of TAC Certificates....VII-1
Schedule VIII: Notional Balance Schedule for Class IV-A-IO Certificates...................................VIII-1
Schedule IX: Notional Balance Schedules for Interest Rate Hedge Agreements................................IX-1
iv
THIS POOLING AND SERVICING AGREEMENT, dated as of October 1, 2001, is
hereby executed by and between CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES
CORP., a Delaware corporation, as depositor (the "Depositor"), DLJ Mortgage
Capital, Inc. ("DLJMC"), a Delaware corporation, as a seller (a "Seller"),
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP. ("WMMSC"), a Delaware corporation,
in its capacity as a seller (a "Seller") and in its capacity as a servicer (a
"Servicer"), GREENPOINT MORTGAGE FUNDING, INC. ("GreenPoint"), a New York
corporation, in its capacity as a seller (a "Seller") and in its capacity as a
servicer (a "Servicer"), CHASE MANHATTAN MORTGAGE CORPORATION, a New Jersey
corporation, as master servicer (the "Master Servicer"), VESTA SERVICING, L.P.
("Vesta"), a Delaware limited partnership, in its capacity as a servicer (a
"Servicer") and in its capacity as the special servicer (the "Special
Servicer"), Bank One, National Association, a national banking association, as
trustee (the "Trustee") and THE CHASE MANHATTAN BANK, a New York banking
corporation, as trust administrator (the "Trust Administrator"). Capitalized
terms used in this Agreement and not otherwise defined will have the meanings
assigned to them in Article I below.
PRELIMINARY STATEMENT
The Depositor is the owner of the Trust Fund that is hereby conveyed to
the Trustee in return for the Certificates. As provided herein, the Trustee
shall elect that the Trust Fund (except for the Interest Rate Hedge Account
and the Interest Rate Hedge Agreements) be treated for federal income tax
purposes as comprising five real estate mortgage investment conduits (each a
"REMIC" or, in the alternative, "Lower Tier REMIC-A," "Lower Tier REMIC-B,"
"Lower Tier REMIC-C"the "Middle Tier REMIC," and the "Master REMIC,"
respectively). Each Certificate, other than the Class AR Certificate,
represents ownership of one or more regular interests in the Master REMIC for
purposes of the REMIC Provisions. The Class AR Certificate represents
ownership of the sole class of residual interest in each Lower Tier REMIC, the
Middle Tier REMIC, and the Master REMIC for purposes of the REMIC
Provisions.The Class A-R Certificates shall not be book-entry certificates.
The Master REMIC shall hold as assets the several classes of uncertificated
Middle Tier REMIC Interests (other than the Class MTC IV-AR Interest) and
several classes of uncertificated Lower Tier Interests (other than the Lower
Tier REMIC-C Interests and the LTA-I-AR and LTB-AR Interests). The Middle Tier
REMIC shall hold as assets the several classes of uncertificated Lower Tier
REMIC-C Interests other than the Class LTC-IV-A-R Interest). Each Lower Tier
REMIC-A Interest (other than the Class LTA-I-AR Interest) is hereby designated
as a regular interest in the Lower Tier REMIC-A. Each Lower Tier REMIC-B
Interest (other than the Class LTB-AR Interest) is hereby designated as a
regular interest in the Lower Tier REMIC-B. Each Lower Tier REMIC-C Interest
(other than the Class LTC-IV-AR) Interest is hereby designated as a regular
interest in the Lower Tier REMIC-C. Each Middle Tier REMIC Interest (other
than the Class MCT-IV-AR Interest) is hereby designated as a regular interest
in the Middle Tier REMIC. The Lower Tier REMICs shall hold as assets all
property of the Trust Fund other than the Middle Tier Interests and the Lower
Tier Interests. Lower Tier REMIC-A shall hold all property related to the
Group I Mortgage Loans, Lower Tier REMIC-B shall hold all property related to
the Group II, Group III and Group V Mortgage Loans, and Lower Tier REMIC-C
shall hold all property related to the Group IV Mortgage Loans. The latest
possible maturity date of all REMIC regular interests created herein shall be
the Latest Possible Maturity Date.
The following table specifies the class designation, interest rate, and
principal amount for each class of Lower Tier REMIC-A Interests:
Lower Tier REMIC-A Interests
----------------------------
------------------------- ---------------------- ----------------------- ----------------------
Lower Tier REMIC A Initial Class Corresponding Class
Class Designation Principal Balance Class Interest Rate of Certificates
------------------ ----------------- ------------------- ---------------
------------------------- ---------------------- ----------------------- ----------------------
LTA-I-A-1 $118,500,000 6.75% Class I-A-1
(1) Class I-A-2
------------------------- ---------------------- ----------------------- ----------------------
LTA-I-A-3 $8,000,000 6.75% Class I-A-3
------------------------- ---------------------- ----------------------- ----------------------
LTA-I-A-4 $45,116,623 6.75% Class I-A-4
(2) Class I-A-16
------------------------- ---------------------- ----------------------- ----------------------
LTA-I-A-5 $7,445,000 6.75% Class I-A-5
------------------------- ---------------------- ----------------------- ----------------------
LTA-I-A-6 $10,043,000 6.75% Class I-A-6
------------------------- ---------------------- ----------------------- ----------------------
1
------------------------- ---------------------- ----------------------- ----------------------
Lower Tier REMIC A Initial Class Corresponding Class
Class Designation Principal Balance Class Interest Rate of Certificates
------------------ ----------------- ------------------- ---------------
------------------------- ---------------------- ----------------------- ----------------------
(3) Class I-A-13
------------------------- ---------------------- ----------------------- ----------------------
LTA-I-A-7 $95,006,000 6.75% Class I-A-7
------------------------- ---------------------- ----------------------- ----------------------
LTA-I-A-8 $14,100,000 6.75% Class I-A-8
------------------------- ---------------------- ----------------------- ----------------------
LTA-I-A-9 $19,119,000 6.75% Class I-A-9
------------------------- ---------------------- ----------------------- ----------------------
LTA-I-A-10 $3,499,000 6.75% Class I-A-10
------------------------- ---------------------- ----------------------- ----------------------
LTA-I-A-11 $4,150,000 6.75% Class I-A-11
------------------------- ---------------------- ----------------------- ----------------------
LTA-I-A-12 $76,000,000 6.75% Class I-A-12
(4) Class I-A-2
------------------------- ---------------------- ----------------------- ----------------------
LTA-I-A-14 $43,083,000 6.75% Class I-A-14
------------------------- ---------------------- ----------------------- ----------------------
LTA-I-A-15 $280,000 6.75% Class I-A-15
------------------------- ---------------------- ----------------------- ----------------------
LTA-I-A-17 $12,524,000 6.75% Class I-A-17
(5) Class I-A-2
------------------------- ---------------------- ----------------------- ----------------------
LTA-I-B-1 $7,866,947 6.75% Class I-B-1
------------------------- ---------------------- ----------------------- ----------------------
LTA-I-B-2 $4,052,670 6.75% Class I-B-2
------------------------- ---------------------- ----------------------- ----------------------
LTA-I-B-3 $2,622,316 6.75% Class I-B-3
------------------------- ---------------------- ----------------------- ----------------------
LTA-I-B-4 $1,096,605 6.75% Class I-B-4
------------------------- ---------------------- ----------------------- ----------------------
LTA-I-B-5 $1,048,926 6.75% Class I-B-5
------------------------- ---------------------- ----------------------- ----------------------
LTA-I-B-6 $1,191,960.90 6.75% Class I-B-6
------------------------- ---------------------- ----------------------- ----------------------
LTA-I-X (6) (6) Class I-X
------------------------- ---------------------- ----------------------- ----------------------
LTA-I-AP (7) (7) Class A-P
------------------------- ---------------------- ----------------------- ----------------------
LTA-I-AR (8) (8) Class AR
------------------------- ---------------------- ----------------------- ----------------------
(1) The Class I-A-2 Certificates are entitiled to receive on each Distribution
Date a specified portion of the interest payable on the LTA-I-A-1 Interest.
Specifically, for each Accrual Period, the Class I-A-2 Certificates are
entitled to interest accruals on the LTA-I-A-1 Interest at an annual rate of
1.75%.
(2) The Class I-A-16 Certificates are entitiled to receive on each
Distribution Date a specified portion of the interest payable on the LTA-I-A-4
Interest. Specifically, for each Accrual Period, the Class I-A-16 Certificates
are entitled to interest accruals on the LTA-I-A-4 Interest at an annual rate
of .50%.
(3) The Class I-A-13 Certificates are entitiled to receive on each
Distribution Date a specified portion of the interest payable on the LTA-I-A-6
Interest. Specifically, for each Accrual Period, the Class I-A-13 Certificates
are entitled to interest accruals on the LTA-I-A-16 Interest at an annual rate
of .25%.
(4) The Class I-A-2 Certificates are entitiled to receive on each Distribution
Date a specified portion of the interest payable on the LTA-I-A-12 Interest.
Specifically, for each Accrual Period, the Class I-A-2 Certificates are
entitled to interest accruals on the LTA-I-A-12 Interest at an annual rate of
1.50%.
(5) The Class I-A-2 Certificates are entitiled to receive on each Distribution
Date a specified portion of the interest payable on the LTA-I-A-17 Interest.
Specifically, for each Accrual Period, the Class I-A-2 Certificates are
entitled to interest accruals on the LTA-I-A-17 Interest at an annual rate of
..05%.
(6) The Class LTA-I-X Interests are entitled to receive on each Distribution
Date a specified portion of the interest payable on the Group I Premium Rate
Mortgage Loans. Specifically, for each Accrual Period, the Class LTA-I-X
Interests are entitled to interest accruals on the Group I Premium Rate
Mortgage Loans in excess of 6.75% per annum.
(7) The principal balance of Class LTA I-A-P Interest is that portion of the
total Class A-P Certificate principal balance ($6,401,642) intended to be
derived from the discount Mortgage Loans in Group I Mortgage Loans. The Class
LTA I-A-P Interest is not entitled to any payments in respect of interest.
2
(8) The LTA-AR Interest will be the sole class of residual interest in Lower
Tier REMIC-A. It does not have an interest rate or a principal balance.
On each Distribution Date, the Trust Administrator shall allocate the
losses on, and distribute the interest and principal on the Group I Mortgage
Loans to the LTA Interests in the same manner that such items are allocated to
or distributed among the Corresponding Classes of Certificates.
The following table specifies the class designation, interest rate,
and principal amount for each class of Lower Tier REMIC-B Interests:
Lower Tier REMIC-B Interests
----------------------------
------------------------- ---------------------- ----------------------- ----------------------
Lower Tier REMIC Class Initial Class Corresponding Class
Designation Principal Balance Class Interest Rate of Certificates
----------- ----------------- ------------------- ---------------
------------------------- ---------------------- ----------------------- ----------------------
LTB-II-A-1 $50,898,616 8.50% Class II-A-1
(1) (2) Class II-A-2
------------------------- ---------------------- ----------------------- ----------------------
LTB-II-A-3 $2,748,000 7.00% Class II-A-3
------------------------- ---------------------- ----------------------- ----------------------
LTB-II-A-4 $68,963,926 6.00% Class II-A-4
------------------------- ---------------------- ----------------------- ----------------------
LTB-II-A-5 $7,384,000 6.00% Class II-A-5
------------------------- ---------------------- ----------------------- ----------------------
LTB-II-A-P (3) (3) Class A-P
------------------------- ---------------------- ----------------------- ----------------------
LTB-II-X (4) (4) (4)
------------------------- ---------------------- ----------------------- ----------------------
LTB-II-AR $100 7.00% Class AR
------------------------- ---------------------- ----------------------- ----------------------
LTB-III-A-1 $243,193,410 7.50% Class III-A-1
------------------------- ---------------------- ----------------------- ----------------------
LTB-III-A-2 $104,225,746 8.50% Class III-A-2
(5) (6) Class III-A-3
------------------------- ---------------------- ----------------------- ----------------------
LTB-III-A-P (7) (7) Class A-P
------------------------- ---------------------- ----------------------- ----------------------
LTB-III-X (8) (8) Class III-X
------------------------- ---------------------- ----------------------- ----------------------
LTB-V-A-1 $31,831,545 (9) Class V-A-1
LTB-V-A-2 (10) Class V-A-2
------------------------- ---------------------- ----------------------- ----------------------
LTB-D-B-1 $16,567,980 (11) Class D-B-1
------------------------- ---------------------- ----------------------- ----------------------
LTB-D-B-2 $9,388,521 (11) Class D-B-2
------------------------- ---------------------- ----------------------- ----------------------
LTB-D-B-3 $4,694,260 (11) Class D-B-3
------------------------- ---------------------- ----------------------- ----------------------
LTB-D-B-4 $3,037,462.88 (11) Class D-B-4
------------------------- ---------------------- ----------------------- ----------------------
LTB-D-B-5 $2,485,196 (11) Class D-B-5
------------------------- ---------------------- ----------------------- ----------------------
LTB-D-B-6 $2,485,200.55 (11) Class D-B-6
------------------------- ---------------------- ----------------------- ----------------------
LTB-AR (12) (12) Class AR
------------------------- ---------------------- ----------------------- ----------------------
(1) The Class II-A-1 Certificates are entitiled to receive on each
Distribution Date a specified portion of the interest payable on the
LTB-II-A-1 Interest. Specifically, for each Accrual Period, the Class II-A-1
Certificates are entitled to interest accruals on the LTB-II-A-1 Interest at
an annual rate equal to LIBOR plus 0.550% capped at 8.50% per annum. The
interest rate on the Class II-A-1 Certificates for the initial Distribution
Date will be 3.08125% per annum.
(2) The Class II-A-2 Certificates are entitiled to receive on each Distribution
Date a specified portion of the interest payable on the LTB-II-A-1 Interest.
Specifically, for each Accrual Period, the Class II-A-2 Certificates are
entitled to interest accruals on the LTB-II-A-1 Interest at an annual rate
equal to 7.950% minus LIBOR, but not less than 0.00% per annum. The interest
rate on the Class II-A-2 Certificates for the initial Distribution Date will
be 5.41875% per annum.
(3) The principal balance of Class LTB-II-A-P Interest is that portion of the
total Class A-P Certificate principal balance ($6,401,642) derived from the
discount Mortgage Loans in Group II. The Class LTB-II-A-P Interest is not
entitled to any payments in respect of interest.
(4) The Class LTB-II-X Interests are entitled to receive on each Distribution
Date a specified portion of the interest
3
payable on the Group II Premium Rate Mortgage Loans. Specifically, for each
Accrual Period, the Class LT-II-X Interests are entitled to interest accruals
on the Group II Premium Rate Mortgage Loans equal to the Group II Excess
Interest Amount as defined herein. The Class LTB-II-X Interests are not
entitled to any principal amount. The interest on the Class LTB-II-X Interest
is payable with respect to the Group IV Certificates.
(5) The Class III-A-2 Certificates are entitiled to receive on each
Distribution Date a specified portion of the interest payable on the
LTB-III-A-2 Interest. Specifically, for each Accrual Period, the Class III-A-2
Certificates are entitled to interest accruals on the LTB-III-A-2 Interest at
an annual rate equal to LIBOR plus 0.650% capped at 8.50% per annum. The
interest rate on the Class III-A-2 Certificates for the initial Distribution
Date will be 3.23875% per annum.
(6) The Class III-A-3 Certificates are entitled to receive on each Distribution
Date a specified portion of the interest payable on the LTB-III-A-2 Interest.
Specifically, for each Accrual Period, the Class III-A-3 Certificates are
entitled to interest accruals on the LTB-III-A-2 Interest at an annual rate
equal to 7.850% minus LIBOR, but not less than 0.00% per annum. The interest
rate on the Class III-A-3 Certificates for the initial Distribution Date will
be 5.26125% per annum.
(7) The principal balance of Class LTB-III-A-P Interest is that portion of the
total Class A-P Certificate principal balance ($6,401,642) derived from the
discount Mortgage Loans in Group III. The Class LTB III-A-P Interest is not
entitled to any payments in respect of interest.
(8) The Class III-X Certificates are entitled to receive on each Distribution
Date a specified portion of the interest payable on the Group III Premium Rate
Mortgage Loans. Specifically, for each Accrual Period, the Class III-X
Certificates are entitled to interest accruals on the Group III Premium Rate
Mortgage Loans in excess of 7.80% per annum.
(9) The interest rate with respect to any Distribution Date (and the related
Accrual Period) for the Class LTB-V-A-1 Interest is a per annum rate equal to
the weighted average of the net mortgage rates of the Group V Mortgage Loans
minus 0.53%. The initial interest rate on the Class LTB-V-A-1 Interest is
approximately 7.50685% per annum.
(10) The Class LTB-V-A-2 Interests are entitled to receive on each Distribution
Date a specified portion of the interest payable on the Group V Mortgage
Loans. Specifically, for each Accrual Period, the Class LTB-V-A-2 Interests
are entitled to interest accruals on the Group V Mortgage Loans equal to 0.53%
per annum.
(11) The interest rate with respect to any Distribution Date (and the related
Accrual Period) for the LT-D-B REMIC Interests is the quotient expressed as a
percentage of (a) the sum of (i) the product of (x) 7.00% and (y) the Group
D-B Component Balance for the group II mortgage loans immediately prior to
such distribution date, (ii) the product of (x) 7.80% and (y) the Group D-B
Component Balance for group III mortgage loans immediately prior to such
distribution date and (iii) the product of (x) the weighted average of the Net
Mortgage Rates of the mortgage loans in loan group V minus 0.53% and (y) the
Group D-B Component Balance for group V mortgage loans immediately prior to
such distribution date, divided by (b) the aggregate of the Group D-B
Component Balances for group II, group III and group V mortgage loans
immediately prior to such distribution date. The initial interest rate on each
class of LT-D-B REMIC Interest will be 7.57839% per annum.
(12) The LTB-AR Interest will be the sole class of residual interest in the
Lower Tier REMIC-B. It does not have an interest rate or a principal balance.
On each Distribution Date, the Trustee shall allocate the losses on,
and distribute the interest and principal on the Group II, III and V Mortgage
Loans to the LTB Interests in the same manner that such items are allocated to
or distributed among the Corresponding Classes of Certificates.
The following table specifies the class designation, interest rate,
and principal amount for each class of Lower Tier REMIC-C Interests:
Lower Tier REMIC-C Interests
----------------------------
4
------------------------- ---------------------- -----------------------
Lower Tier REMIC Class Initial Class
Designation Principal Balance Class Interest Rate
----------- ----------------- -------------------
------------------------- ---------------------- -----------------------
LTC IV-1 (1) (2)
------------------------- ---------------------- -----------------------
LTC-NAS IV-2 $6,192,969.92 (2)
------------------------- ---------------------- -----------------------
LTC-NAS IV-3 $5,735,160.62 (2)
------------------------- ---------------------- -----------------------
LTC-NAS IV-4 $5,311,174.37 (2)
------------------------- ---------------------- -----------------------
LTC-NAS IV-5 $4,918,513.60 (2)
------------------------- ---------------------- -----------------------
LTC-NAS IV-6 $4,554,865.16 (2)
------------------------- ---------------------- -----------------------
LTC-NAS IV-7 $4,218,086.56 (2)
------------------------- ---------------------- -----------------------
LTC-NAS IV-8 $3,906,193.45 (2)
------------------------- ---------------------- -----------------------
LTC-NAS IV-9 $3,617,348.00 (2)
------------------------- ---------------------- -----------------------
LTC-NAS IV-10 $3,349,848.03 (2)
------------------------- ---------------------- -----------------------
LTC-NAS IV-11 $3,102,116.98 (2)
------------------------- ---------------------- -----------------------
LTC-NAS IV-12 $2,872,694.69 (2)
------------------------- ---------------------- -----------------------
LTC-NAS IV-13 $2,660,228.82 (2)
------------------------- ---------------------- -----------------------
LTC-NAS IV-14 $2,463,466.84 (2)
------------------------- ---------------------- -----------------------
LTC-NAS IV-15 $2,281,248.71 (2)
------------------------- ---------------------- -----------------------
LTC-NAS IV-16 $2,112,500.03 (2)
------------------------- ---------------------- -----------------------
LTC-NAS IV-17 $1,956,225.73 (2)
------------------------- ---------------------- -----------------------
LTC-NAS IV-18 $1,811,504.20 (2)
------------------------- ---------------------- -----------------------
LTC-NAS IV-19 $1,677,481.91 (2)
------------------------- ---------------------- -----------------------
LTC-NAS IV-20 $1,553,368.35 (2)
------------------------- ---------------------- -----------------------
LTC-NAS IV-21 $1,438,431.37 (2)
------------------------- ---------------------- -----------------------
LTC-NAS IV-22 $1,331,992.88 (2)
------------------------- ---------------------- -----------------------
LTC-NAS IV-23 $1,233,424.92 (2)
------------------------- ---------------------- -----------------------
LTC-NAS IV-24 $1,142,145.85 (2)
------------------------- ---------------------- -----------------------
LTC-NAS IV-25 $1,057,617.01 (2)
------------------------- ---------------------- -----------------------
LTC-NAS IV-26 $979,339.53 (2)
------------------------- ---------------------- -----------------------
LTC-NAS IV-27 $12,240,890.77 (2)
------------------------- ---------------------- -----------------------
LTC-IV-AR (3) (3)
------------------------- ---------------------- -----------------------
(1) The initial principal balance of the Class LTC IV-1 Interest will equal
the principal balance of the Group IV Mortgage Loans as of the Cutoff date
less the aggregate principal balance of the LTC-NAS Interests.
(2) The interest rate with respect to any Distribution Date (and the related
Accrual Period) for these Interests is a per annum rate equal to the Net WAC
Rate of the Group IV Mortgage Loans with respect to the Distribution Date. The
principal balance of each LTC-NAS Interest is intended to correspond to the
schedule and amounts reflected in Schedule VIII hereof.
(3)The LTC-IV-AR Interest will be the sole class of residual interest in the
Lower Tier REMIC C. It does not have an interest rate or a principal balance.
On each Distribution Date, interest is payable on each Lower Tier REMIC-C
Regular Interest at the rate shown above.
On each Distribution Date, the Trustee shall allocate the losses on, and
distribute the principal on the Group IV Mortgage Loans first to the LTC-IV-1
Interest until its principal balance is reduced to zero and then to each
remaining LTC-NAS IV Interest, sequentially, until its principal amount is
reduced to zero.
Middle Tier REMIC Interests
---------------------------
------------------------- ---------------------- ----------------------- ----------------------
Class Interest Rate Corresponding Class
Middle Tier REMIC Initial Class ------------------- of Middle Tier
----
------------------------ ---------------------- ----------------------- ----------------------
5
Class Designation Principal Balance Interests
----------------- ----------------- ---------
------------------------- ---------------------- ----------------------- ----------------------
MTC IV-1 (1) $85,438,089 (1) Class IV-1
------------------------- ---------------------- ----------------------- ----------------------
MTC IV-M-1 (1) $4,036,445 (1) Class IV-M-1
------------------------- ---------------------- ----------------------- ----------------------
MTC IV-2-IO (2) (2) Class IV-IO
------------------------- ---------------------- ----------------------- ----------------------
MTC IV-3-IO (3) (3) Class IV-IO
------------------------- ---------------------- ----------------------- ----------------------
MTC IV-4-IO (4) (4) Class IV-IO
------------------------- ---------------------- ----------------------- ----------------------
MTC IV-5-IO (5) (5) Class IV-IO
------------------------- ---------------------- ----------------------- ----------------------
MTC IV-6-IO (6) (6) Class IV-IO
------------------------- ---------------------- ----------------------- ----------------------
MTC IV-7-IO (7) (7) Class IV-IO
------------------------- ---------------------- ----------------------- ----------------------
MTC IV-8-IO (8) (8) Class IV-IO
------------------------- ---------------------- ----------------------- ----------------------
MTC IV-9-IO (9) (9) Class IV-IO
------------------------- ---------------------- ----------------------- ----------------------
MTC IV-10-IO (10) (10) Class IV-IO
------------------------- ---------------------- ----------------------- ----------------------
MTC IV-11-IO (11) (11) Class IV-IO
------------------------- ---------------------- ----------------------- ----------------------
MTC IV-12-IO (12) (12) Class IV-IO
------------------------- ---------------------- ----------------------- ----------------------
MTC IV-13-IO (13) (13) Class IV-IO
------------------------- ---------------------- ----------------------- ----------------------
MTC IV-14-IO (14) (14) Class IV-IO
------------------------- ---------------------- ----------------------- ----------------------
MTC IV-15-IO (15) (15) Class IV-IO
------------------------- ---------------------- ----------------------- ----------------------
MTC IV-16-IO (16) (16) Class IV-IO
------------------------- ---------------------- ----------------------- ----------------------
MTC IV-17-IO (17) (17) Class IV-IO
------------------------- ---------------------- ----------------------- ----------------------
MTC IV-18-IO (18) (18) Class IV-IO
------------------------- ---------------------- ----------------------- ----------------------
MTC IV-19-IO (19) (19) Class IV-IO
------------------------- ---------------------- ----------------------- ----------------------
MTC IV-20-IO (20) (20) Class IV-IO
------------------------- ---------------------- ----------------------- ----------------------
MTC IV-21-IO (21) (21) Class IV-IO
------------------------- ---------------------- ----------------------- ----------------------
MTC IV-22-IO (22) (22) Class IV-IO
------------------------- ---------------------- ----------------------- ----------------------
MTC IV-23-IO (23) (23) Class IV-IO
------------------------- ---------------------- ----------------------- ----------------------
MTC IV-24-IO (24) (24) Class IV-IO
------------------------- ---------------------- ----------------------- ----------------------
MTC IV-25-IO (25) (25) Class IV-IO
------------------------- ---------------------- ----------------------- ----------------------
MTC IV-26-IO (26) (26) Class IV-IO
------------------------- ---------------------- ----------------------- ----------------------
MTC IV-27-IO (27) (27) Class IV-IO
------------------------- ---------------------- ----------------------- ----------------------
MTC IV Excess (28) (28)
------------------------- ---------------------- ----------------------- ----------------------
MTC IV-AR (29) (29) Class AR
------------------------- ---------------------- ----------------------- ----------------------
(1) The Class MTC IV-1 Interest and Class MTC IV-M-1 Interest each (a) have a
principal balance that is initially equal to 50% of the principal balance of
its corresponding Certificate Class issued by the Upper Tier REMIC, and (b)
bear interest at the Group IV Adjusted Net WAC Rate (as hereafter defined).
Principal payments, Realized Losses, and interest accruing on the Class MTC IV
Excess Interest will be allocated to each of the foregoing classes to maintain
each Class's size relative to its corresponding Certificate Class with any
excess payments of principal and Realized Losses being allocated to the Class
2-Excess Interest.
(2) The MTC IV-2-IO Interest has a notional principal balance equal to the
principal balance of the LTC IV-2 Interest and, for each Accrual Period
preceeding the Distribution Date in November 2001, bears interest at an annual
rate of 7.50% (capped at the Net WAC Rate of the Group IV Mortgage Loans) and
does not bear interest thereafter.
(3) The MTC IV-3-IO Interest has a notional principal balance equal to the
principal balance of the LTC IV-3 Interest and, for each Accrual Period
preceeding the Distribution Date in December 2001, bears interest at an annual
rate of 7.50% (capped at the Net WAC Rate of the Group IV Mortgage Loans) and
does not bear interest thereafter.
(4) The MTC IV-4-IO Interest has a notional principal balance equal to the
principal balance of the LTC IV-4 Interest and, for each Accrual Period
preceeding the Distribution Date in January 2002, bears interest at an annual
rate of 7.50% (capped at the Net WAC Rate of the Group IV Mortgage Loans) and
does not bear interest thereafter.
(5) The MTC IV-5-IO Interest has a notional principal balance equal to the
principal balance of the LTC IV-5 Interest and, for each Accrual Period
preceeding the Distribution Date in January 2002, bears interest at an annual
6
rate of 7.50% (capped at the Net WAC Rate of the Group IV Mortgage Loans) and
does not bear interest thereafter.
(6) The MTC IV-6-IO Interest has a notional principal balance equal to the
principal balance of the LTC IV-6 Interest and, for each Accrual Period
preceeding the Distribution Date in March 2002, bears interest at an annual
rate of 7.50% (capped at the Net WAC Rate of the Group IV Mortgage Loans) and
does not bear interest thereafter (except as needed to conform with Schedule
VIII).
(7) The MTC IV-7-IO Interest has a notional principal balance equal to the
principal balance of the LTC IV-7 Interest and, for each Accrual Period
preceeding the Distribution Date in April 2002, bears interest at an annual
rate of 7.50% (capped at the Net WAC Rate of the Group IV Mortgage Loans) and
does not bear interest thereafter.
(8) The MTC IV-8-IO Interest has a notional principal balance equal to the
principal balance of the LTC IV-8 Interest and, for each Accrual Period
preceeding the Distribution Date in May 2002, bears interest at an annual rate
of 7.50% (capped at the Net WAC Rate of the Group IV Mortgage Loans) and does
not bear interest thereafter.
(9) The MTC IV-9-IO Interest has a notional principal balance equal to the
principal balance of the LTC IV-9 Interest and, for each Accrual Period
preceeding the Distribution Date in June 2002, bears interest at an annual
rate of 7.50% (capped at the Net WAC Rate of the Group IV Mortgage Loans) and
does not bear interest thereafter.
(10) The MTC IV-10-IO Interest has a notional principal balance equal to the
principal balance of the LTC IV-10 Interest and, for each Accrual Period
preceeding the Distribution Date in July 2002, bears interest at an annual
rate of 7.50% (capped at the Net WAC Rate of the Group IV Mortgage Loans) and
does not bear interest thereafter.
(11) The MTC IV-11-IO Interest has a notional principal balance equal to the
principal balance of the LTC IV-11 Interest and, for each Accrual Period
preceeding the Distribution Date in August 2002, bears interest at an annual
rate of 7.50% (capped at the Net WAC Rate of the Group IV Mortgage Loans) and
does not bear interest thereafter.
(12) The MTC IV-12-IO Interest has a notional principal balance equal to the
principal balance of the LTC IV-12 Interest and, for each Accrual Period
preceeding the Distribution Date in September 2002, bears interest at an
annual rate of 7.50% (capped at the Net WAC Rate of the Group IV Mortgage
Loans) and does not bear interest thereafter.
(13) The MTC IV-13-IO Interest has a notional principal balance equal to the
principal balance of the LTC IV-13 Interest and, for each Accrual Period
preceeding the Distribution Date in October 2002, bears interest at an annual
rate of 7.50% (capped at the Net WAC Rate of the Group IV Mortgage Loans) and
does not bear interest thereafter.
(14) The MTC IV-14-IO Interest has a notional principal balance equal to the
principal balance of the LTC IV-14 Interest and, for each Accrual Period
preceeding the Distribution Date in November 2002, bears interest at an annual
rate of 7.50% (capped at the Net WAC Rate of the Group IV Mortgage Loans) and
does not bear interest thereafter.
(15) The MTC IV-15-IO Interest has a notional principal balance equal to the
principal balance of the LTC IV-15 Interest and, for each Accrual Period
preceeding the Distribution Date in December 2002, bears interest at an annual
rate of 7.50% (capped at the Net WAC Rate of the Group IV Mortgage Loans) and
does not bear interest thereafter.
(16) The MTC IV-16-IO Interest has a notional principal balance equal to the
principal balance of the LTC IV-16 Interest and, for each Accrual Period
preceeding the Distribution Date in January 2003, bears interest at an annual
rate of 7.50% (capped at the Net WAC Rate of the Group IV Mortgage Loans) and
does not bear interest thereafter.
(17) The MTC IV-17-IO Interest has a notional principal balance equal to the
principal balance of the LTC IV-17 Interest and, for each Accrual Period
preceeding the Distribution Date in February 2003, bears interest at an annual
rate of 7.50% (capped at the Net WAC Rate of the Group IV Mortgage Loans) and
does not bear interest thereafter.
(18) The MTC IV-18-IO Interest has a notional principal balance equal to the
principal balance of the LTC IV-18 Interest and, for each Accrual Period
preceeding the Distribution Date in March 2003, bears interest at an annual
rate of 7.50% (capped at the Net WAC Rate of the Group IV Mortgage Loans) and
does not bear interest thereafter.
(19) The MTC IV-19-IO Interest has a notional principal balance equal to the
principal balance of the LTC IV-19
7
Interest and, for each Accrual Period preceeding the Distribution Date in
April 2003, bears interest at an annual rate of 7.50% (capped at the Net WAC
Rate of the Group IV Mortgage Loans) and does not bear interest thereafter.
(20) The MTC IV-20-IO Interest has a notional principal balance equal to the
principal balance of the LTC IV-20 Interest and, for each Accrual Period
preceeding the Distribution Date in May 2003, bears interest at an annual rate
of 7.50% (capped at the Net WAC Rate of the Group IV Mortgage Loans) and does
not bear interest thereafter.
(21) The MTC IV-21-IO Interest has a notional principal balance equal to the
principal balance of the LTC IV-21 Interest and, for each Accrual Period
preceeding the Distribution Date in June 2003, bears interest at an annual
rate of 7.50% (capped at the Net WAC Rate of the Group IV Mortgage Loans) and
does not bear interest thereafter.
(22) The MTC IV-22-IO Interest has a notional principal balance equal to the
principal balance of the LTC IV-22 Interest and, for each Accrual Period
preceeding the Distribution Date in July 2003, bears interest at an annual
rate of 7.50% (capped at the Net WAC Rate of the Group IV Mortgage Loans) and
does not bear interest thereafter.
(23) The MTC IV-23-IO Interest has a notional principal balance equal to the
principal balance of the LTC IV-23 Interest and, for each Accrual Period
preceeding the Distribution Date in August 2003, bears interest at an annual
rate of 7.50% (capped at the Net WAC Rate of the Group IV Mortgage Loans) and
does not bear interest thereafter.
(24) The MTC IV-24-IO Interest has a notional principal balance equal to the
principal balance of the LTC IV-24 Interest and, for each Accrual Period
preceeding the Distribution Date in September 2003, bears interest at an
annual rate of 7.50% (capped at the Net WAC Rate of the Group IV Mortgage
Loans) and does not bear interest thereafter.
(25) The MTC IV-25-IO Interest has a notional principal balance equal to the
principal balance of the LTC IV-25 Interest and, for each Accrual Period
preceeding the Distribution Date in October 2003, bears interest at an annual
rate of 7.50% (capped at the Net WAC Rate of the Group IV Mortgage Loans) and
does not bear interest thereafter.
(26) The MTC IV-26-IO Interest has a notional principal balance equal to the
principal balance of the LTC IV-26 Interest and, for each Accrual Period
preceeding the Distribution Date in November 2003, bears interest at an annual
rate of 7.50% (capped at the Net WAC Rate of the Group IV Mortgage Loans) and
does not bear interest thereafter.
(27) The MTC IV-27-IO Interest has a notional principal balance equal to the
principal balance of the LTC IV-27 Interest and, for each Accrual Period
preceeding the Distribution Date in December 2003, bears interest at an annual
rate of 7.50% (capped at the Net WAC Rate of the Group IV Mortgage Loans) and
does not bear interest thereafter (except as needed to conform with Schedule
VIII).
(28) The initial principal balance of the MTC IV Excess Interest equals the
excess of (i) the principal balance of the LTC IV-1 Interest and the aggregate
principal balance of the LTC NAS Interests over (ii) the aggregate principal
balance of the MTC IV-1 and MTC IV-M-1 Interests. The MTC IV Excess Interest
will bear interest at the Adjusted Net WAC Rate (as hereafter defined) and
such interest will accruean be added to principal to the extent necessary to
maintain the Class size of the MTC IV-1 Interest and MTC IV-M-1 Interest as
described in note (1) above..
(29) The MTC-R Interest will be the sole class of residual interest in the
Middle Tier REMIC. It does not have an interest rate or a principal balance.
On each Distribution Date, the Trust Administrator shall allocate
the losses on, and distribute the interest and principal on the MTC Interests
in the manner described above.
The following table sets forth characteristics of the Certificates
and certain uncertificated "regular interests" in the Master REMIC, each of
which Certificates, except for the Class AR Certificates, is hereby designated
as a "regular interest" in the Master REMIC, together with the minimum
denominations and integral multiples in excess thereof in which such Classes
shall be issuable (except that one Certificate of each Class of Certificates
may be issued in a different amount and, in addition, one Residual Certificate
representing the Tax Matters Person Certificate may be issued in a different
amount):
8
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class Integral Multiples
Principal Pass-Through Minimum in Excess of
Balance (per annum) Denomination Minimum
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class I-A-1 $118,500,000.00 5.00% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class I-A-2 (2) 6.75% $25,000(1) $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class I-A-3 $8,000,000.00 6.75% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class I-A-4 $45,116,623.00 6.25% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class I-A-5 $7,445,000.00 6.75% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class I-A-6 $10,043,000.00 6.50% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class I-A-7 $95,006,000.00 6.75% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class I-A-8 $14,100,000.00 6.75% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class I-A-9 $19,119,000.00 6.75% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class I-A-10 $3,499,000.00 6.75% $1,000 $1,000
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class I-A-11 $4,150,000.00 6.75% $1,000 $1,000
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class I-A-12 $76,000,000.00 5.25% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class I-A-13 (3) 6.75% $25,000(1) $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class I-A-14 $43,083,000.00 6.75% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class I-A-15 $280,000.00 6.75% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class I-A-16 (4) 6.75% $25,000(1) $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class I-A-17 $12,524,000.00 6.70% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class II-A-1 $50,898,616.00 Variable(5) $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class II-A-2 (6) Variable(7) $1,000(1) $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class II-A-3 $2,748,000.00 7.00% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class II-A-4 $68,963,926.00 6.00% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class II-A-5 $7,384,000.00 6.00% $1,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class III-A-1 $243,193,410.00 7.50% $10,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class III-A-2 $104,225,746.00 Variable(8) $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class III-A-3 (9) Variable(10) $25,000(1) $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class IV-A-1 $170,876,178.00 Variable(11) $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class IV-A-IO (12) 7.50% $25,000(1) $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class V-A-1 $31,831,545.00 Variable(13) $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class V-A-2 (14) 7.50% $25,000(1) $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class I-X (15) 6.75% $25,000(1) $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class III-X (16) 7.80% $25,000(1) $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class A-P $6,401,642.00 (17) $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class IV-M-1 $8,072,890.00 (18) $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class I-B-1 $7,866,947.00 6.75% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class I-B-2 $4,052,670.00 6.75% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class I-B-3 $2,622,316.00 6.75% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class I-B-4 $1,096,605.00 6.75% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class I-B-5 $1,048,926.00 6.75% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class I-B-6 $1,191,960.90 6.75% $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class D-B-1 $16,567,980.00 Variable(19) $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class D-B-2 $9,388,521.00 Variable(19) (20) (20)
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class D-B-3 $4,694,260.00 Variable(19) $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class D-B-4 $3,037,462.00 Variable(19) $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class D-B-5 $2,485,196.00 Variable(19) $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class D-B-6 $2,485,200.55 Variable(19) $25,000 $1
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class AR $100.00 7.00% (21) (21)
----------------------------- --------------------------- ---------------- ------------------- ----------------------
Class IV-X (22) Variable(23) 20% 5%
----------------------------- --------------------------- ---------------- ------------------- ----------------------
(1) Minimum denomination is based on the Notional Amount of such Class.
9
(2) The Class I-A-2 Certificates shall accrue interest on the Class I-A-2
Notional Amount. The Class I-A-2 Certificates shall not receive any
distributions of principal.
(3) The Class I-A-13 Certificates shall accrue interest on the Class
I-A-13 Notional Amount. The Class I-A-13 Certificates shall not
receive any distributions of principal.
(4) The Class I-A-16 Certificates shall accrue interest on the Class
I-A-16 Notional Amount. The Class I-A-16 Certificates shall not
receive any distributions of principal.
(5) The initial Pass-Through Rate for the Class II-A-1 Certificates is
3.08125% per annum. After the first Distribution Date, the
Pass-Through Rate for the Class II-A-1 Certificates shall be a per
annum rate equal to the lesser of (a) LIBOR plus 0.5500% per annum
and (b) 8.500% per annum.
(6) The Class II-A-2 Certificates shall accrue interest on the Class
II-A-2 Notional Amount. The Class II-A-2 Certificates shall not
receive any distributions of principal.
(7) The initial Pass-Through Rate for the Class II-A-2 Certificates is
5.41875% per annum. After the first Distribution Date, the
Pass-Through Rate for the Class II-A-2 Certificates shall be a per
annum rate equal to the greater of (a) 7.9500% minus LIBOR per annum
and (b) 0.0000% per annum.
(8) The initial Pass-Through Rate for the Class III-A-2 Certificates is
3.23875% per annum. After the first Distribution Date, the
Pass-Through Rate for the Class III-A-2 Certificates shall be a per
annum rate equal to the lesser of (a) LIBOR plus 0.6500% per annum
and (b) 8.500% per annum.
(9) The Class III-A-3 Certificates shall accrue interest on the Class
III-A-3 Notional Amount. The Class III-A-3 Certificates shall not
receive any distributions of principal.
(10) The initial Pass-Through Rate for the Class III-A-3 Certificates is
5.26125% per annum. After the first Distribution Date, the
Pass-Through Rate for the Class III-A-3 Certificates shall be a per
annum rate equal to the lesser of (a) 7.8500% minus LIBOR per annum
and (b) 0.0000% per annum.
(11) The initial Pass-Through Rate for the Class IV-A-1 Certificates is
3.08% per annum. After the first Distribution Date, the Pass-Through
Rate for the Class IV-A-1 Certificates shall be a per annum rate
equal to the greater of (a) LIBOR plus 0.5500% per annum and (b) the
Net Funds Cap. After the Distribution Date on which Vesta may
exercise the optional termination pursuant to Section 11.02 hereof,
the Pass-Through Rate for the Class IV-A-1 Certificates shall be a
per annum rate equal to the greater of (a) LIBOR plus 1.100% per
annum and (b) the Net Funds Cap.
(12) The Class IV-A-IO Certificates shall accrue interest on the Class
IV-A-IO Notional Amount. The Class IV-A-IO Certificates shall not
receive any distributions of principal.
(13) The initial Pass-Through Rate for the Class V-A-1 Certificates is
7.50685% per annum. After the first Distribution Date, the
Pass-Through Rate for the Class V-A-1 Certificates shall be a per
annum rate equal to the weighted average of the Net Mortgage Rate of
the Group V Mortgage Loans minus 0.25%.
(14) The Class V-A-2 Certificates shall accrue interest on the Class V-A-2
Notional Amount. The Class V-A-2 Certificates shall not receive any
distributions of principal.
(15) The Class I-X Certificates shall accrue interest on the Class I-X
Notional Amount. The Class I-X Certificates shall not receive any
distributions of principal.
(16) The Class III-X Certificates shall accrue interest on the Class III-X
Notional Amount. The Class III-X Certificates shall not receive any
distributions of principal.
(17) The Class A-P Certificates shall not be entitled to payments in
respect of interest.
(18) The initial Pass-Through Rate for the Class IV-M-1 Certificates is
3.78% per annum. After the first Distribution Date, the Pass-Through
Rate for the Class IV-M-1 Certificates shall be a per annum rate
equal to the greater of (a) LIBOR plus 1.25% per annum and (b) the
Net Funds Cap. After the Distribution Date on which Vesta may
exercise the optional termination pursuant to Section 11.02 hereof,
the Pass-Through Rate for the Class IV-M-1 Certificates shall be a
per annum rate equal to the greater of (a) LIBOR plus 2.50% per annum
and (b) the Net Funds Cap.
(19) The initial Pass-Through Rate for each of the Class D-B-1, Class
D-B-2, Class D-B-3, Class D-B-4, Class D-B-5 and Class D-B-6
Certificates is approximately 7.5789% per annum. After the first
Distribution Date, the per Pass-Through Rate for each of the Class
D-B-1, Class D-B-2, Class D-B-3, Class D-B-4, Class D-B-5 and Class
D-B-6 Certificates shall be a per annum rate equal to the quotient,
expressed as percentage of (a) the sum of (i) the product of (x) the
Net WAC Rate of Loan Group II for that Distribution Date and (y) the
Subordinate Component Balance for Loan Group II immediately prior to
such Distribution Date, (ii) the Net WAC Rate of Loan Group III for
that Distribution Date and (y) the Subordinate Component Balance for
Loan Group III immediately prior to such Distribution Date, and (iii)
the product of the execess of the Net WAC Rate of Loan Group V for
such Distribution Date over 0.25% and (y) the Subordinate
10
Component Balance for Loan Group V immediately prior to such
Distribution Date, divided by (b) the aggregate of the Subordinate
Component Balances for Loan Group II, Loan Group III and Loan Group
V immediately prior to such Distribution Date.
(20) [Reserved]
(21) The Class AR Certificates are issued in minimum Percentage Interests
of 20%.
(22) The Class IV-X Certificates shall have a notional principal balance
equal to the aggregate principal balance of the Class MTC IV-1
Interest, the Class MTC IV-M-1 Interest and the Class MTC IV Excess
Interest. It will also represent, for federal income tax purposes,
ownership of the Interest Rate Hedge Account.
(23) The Pass-Through Rate on the Class IV-X Certificates equals the sum
of (a) the interest payable on the LTB-II-X Interest plus (b) the
excess of the Adjusted Net WAC Rate over the product of (i) two and
(ii) the Modified Adjusted Net WAC Rate. The Modified Adjusted Net
WAC Rate equals the Net WAC of Class MTC IV-1 Interest, Class MTC
IV-M-1 Interest and the Class MTC IV Excess Interest treating, for
purposes of this calculation, the Class MTC IV-1 Interest and Class
MTC IV-M-1 Interest as capped at the Pass-Through Rate of its
Corresponding Certificate Class and treating the MTC IV Excess
Interest as capped at 0%. The initial Pass-Through Rate of the Class
IV-X Certificates is the sum of (a) the interest payable on the
LTB-II-X Interest plus (b) the initial Net WAC on the Group IV
Mortgage Loans less the Net WAC on the Class IV Certificates (other
than the IV-X Certificate) calculated based on the initial interest
rates on the Class IV Certificates (other than the IV-X
Certificate). Until the required amount of overcollateralization
exists, amounts accruing with respect to the Class IV-X Certificates
will be distributed as a principal payments to the Class IV-A-1 and
IV-M-1 Certificates and will be paid to the Class IV-X Certificates
(without interest) when principal payments received from the Group
IV Mortgage Loans are allowed to reduce overcollateralization.
The Trustee shall account for the right of the Class IV-A-1 and Class
IV-M-1 Certificates to receive amounts in from the Interest Rate Hedge Account
as contractual rights separate and apart from the regular interest consistent
with Treasury regulation section 1.860G-2(i). For all federal tax purposes,
amounts transferred to the Interest Rate Hedge Account that are otherwise
payable with respect to the Class IV-X Certificate shall be treated as
distributed by the Master REMIC to the Class IV-X Certificateholder(s) and
then paid by them to the Interest rate Hedge Account. These provisions are
intended to create the contractual obligations and rights required by Treasury
regulation section 1.860G-2(h) to qualify as an outside reserve fund and shall
be applied and interpreted consistent with this intention.
Set forth below are designations of Classes of Certificates to the
categories used herein:
Accrual Certificates............................. The Class I-A-5 Certificates.
Accretion Directed Certificates.................. The Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9,
Class I-A-10, Class I-A-11 and Class I-A-14 Certificates.
Book-Entry Certificates.......................... All Classes of Certificates other than the Physical
Certificates.
Class A Certificates:............................ The Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4,
Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-8,
Class I-A-9, Class I-A-10, Class I-A-11, Class I-A-12,
Class I-A-13, Class I-A-14, Class I-A-15, Class I-A-16,
Class I-A-17, Class II-A-1, Class II-A-2, Class II-A-3,
Class II-A-4, Class II-A-5, Class III-A-1, Class
11
III-A-2, Class III-A-3, Class IV-A-1, Class IV-A-IO,
Class V-A-1, Class V-A-2, and Class AR Certificates.
Class M Certificates............................. The Class IV-M-1 Certificates.
Class B Certificates............................. The Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4,
Class I-B-5, Class I-B-6, Class D-B-1, Class D-B-2,
Class D-B-3, Class D-B-4, Class D-B-5 and Class D-B-6
Certificates.
ERISA-Restricted Certificates................... The Residual Certificates; the Private Certificates; and
any Certificates that do not satisfy the applicable
ratings requirement under the Underwriter's Exemption.
Group I Certificates: ......................... The Group I Senior and Group I-B Certificates.
Group I Senior Certificates: .................. The Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4,
Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-8,
Class I-A-9, Class I-A-10, Class I-A-11, Class I-A-12,
Class I-A-13, Class I-A-14, Class I-A-15, Class I-A-16
and Class I-A-17 Certificates.
Group I-B Certificates........................... The Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4,
Class I-B-5 and Class I-B-6 Certificates.
Group II Certificates: .......................... The Class II-A-1, Class II-A-2, Class II-A-3, Class
II-A-4, Class II-A-5 and Class AR Certificates.
Group III Certificates: ........................ The Class III-A-1, Class III-A-2 and Class III-A-3
Certificates.
Group IV Senior Certificates: ................... The Class IV-A-1 and Class IV-A-IO Certificates.
Group IV Certificates:........................... The Group IV Senior Certificates, the Class M
Certificates and the Class IV-X Certificates.
Group V Certificates: ........................... The Class V-A-1 and Class V-A-2 Certificates.
Group D-B Certificates........................... The Class D-B-1, Class D-B-2, Class D-B-3, Class D-B-4,
Class D-B-5 and Class D-B-6 Certificates.
Class A-P Certificates........................... The Class A-P Certificates.
Notional Amount Certificates..................... The Class I-A-2, Class I-A-13, Class I-A-16, Class
II-A-2, Class III-A-3, Class IV-A-IO,
12
Class V-A-2, Class I-X and Class III-X Certificates.
Floating Rate Certificates:...................... The Class II-A-1, Class III-A-2, Class IV-A-1 and Class
IV-M-1 Certificates.
Inverse Floating Rate Certificates............... The Class II-A-2, and Class III-A-3 Certificates.
LIBOR Certificates:.............................. The Floating Rate and Inverse Floating Rate Certificates.
Offered Certificates............................. All Classes of Certificates other than the Private
Certificates.
Private Certificates............................. Group I-B, Group D-B and Class IV-X Certificates.
Physical Certificates............................ Class AR and the Private Certificates.
Planned Principal Classes........................ The Class I-A-1, Class I-A-3, Class I-A-6, Class I-A-12,
Class I-A-14 and Class I-A-17 Certificates.
Rating Agencies.................................. ▇▇▇▇▇'▇ and S&P.
Regular Certificates............................. All Classes of Certificates other than the Class AR
Certificates.
Residual Certificates............................ Class AR Certificates.
Senior Certificates.............................. Class A Certificates.
Subordinate Certificates......................... Class M, Class B and Class III-X Certificates.
Targeted Principal Classes....................... The Class I-A-7, Class I-A-8, Class I-A-9, Class I-A-10
and Class I-A-11 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 principal balance of the Mortgage Loans
as of the Cut-off Date (and with respect to the November Loans, after
deduction of the principal portion of the November 1, 2001 scheduled monthly
payments) is $1,208,448,215.
13
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, DLJMC, GreenPoint and WMMSC will
hereunder absolutely assign and, as a precautionary matter grant a security
interest, in and to its rights, if any, in the related 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 Servicers, the Sellers, the Special Servicer, the Master
Servicer, the Trustee and the Trust Administrator agree as follows:
14
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
Accepted Servicing Practices: With respect to any Mortgage Loan,
those mortgage servicing practices of prudent mortgage lending institutions
which service mortgage loans of the same type as such Mortgage Loan in the
jurisdiction where the related Mortgaged Property is located.
Accrual Certificates: As specified in the Preliminary Statement.
Accrual Period: For any interest bearing Class of Certificates other
than the LIBOR Certificates and any Distribution Date, the calendar month
immediately preceding the related Distribution Date, and with respect to the
LIBOR Certificates, the period beginning on the immediately preceding
Distribution Date (or the 25th day of the prior month, in the case of the
first Accrual Period) and ending on the day immediately preceding the related
Distribution Date. All Classes of Certificates will accrue interest on the
basis of a 360-day year consisting of twelve 30-day months.
Advance: The payment required to be made by a Servicer or the Master
Servicer, as applicable, with respect to any 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
as of the last day of the prior month.
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 as of the last day of the
prior month.
Agreement: This Pooling and Servicing Agreement and all amendments
or supplements hereto.
Ancillary Income: All income derived from the Mortgage Loans, other
than Servicing Fees and Master Servicing Fees, including but not limited to,
late charges, Prepayment Penalties, prepayment fees, 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, with respect to
the Group IV Certificates, the excess, if any, of (i) the aggregate Class
Principal Balances of the Group IV Certificates (other than the related
Notional Amount Certificates), after giving effect to all Realized Losses with
respect to the Mortgage Loans in Loan Group IV during the Collection Period
for such
15
Distribution Date and payments of principal on such Distribution Date over
(ii) the Aggregate Loan Group Balance for Loan Group IV for such Distribution
Date.
Appraised Value: The appraised value of the Mortgaged Property based
upon the appraisal made for the originator at the time of the origination of
the related Mortgage Loan or the sales price of the Mortgaged Property at the
time of such origination, whichever is less, or with respect to any Mortgage
Loan that represents a refinancing, the lower of the appraised value at
origination or the appraised value of the Mortgaged Property based upon the
appraisal made at the time of such refinancing.
Assignment and Assumption Agreement: That certain assignment and
assumption agreement dated as of October 1, 2001, by and between DLJ Mortgage
Capital, Inc., as assignor and the Depositor, as assignee, relating to the
Mortgage Loans.
Available Distribution Amount: With respect to any Distribution Date
and each Loan Group, the sum of: (i) all amounts in respect of Scheduled
Payments (net of the related Servicing Fees, Master Servicing Fees and Lender
PMI Fees, if applicable) due on the Due Date in the month in which such
Distribution Date occurs and received prior to the related Determination Date
on the related Mortgage Loans, together with any Advances in respect thereof
(excluding, with respect to the November Loans, the scheduled monthly payments
due on November 1, 2001, but including the amount deposited by the Depositor
with the Trust Administrator pursuant to Section 2.01); (ii) all Insurance
Proceeds (to the extent not applied to the restoration of the Mortgaged
Property or released to the Mortgagor in accordance with the applicable
Servicer's Accepted Servicing Standards), all proceeds under the MGIC PMI
Policy and all Liquidation Proceeds received during the calendar month
preceding the month of that Distribution Date on the related Mortgage Loans,
in each case net of unreimbursed Liquidation Expenses incurred with respect to
such Mortgage Loans; (iii) all Principal Prepayments received during the
related Prepayment Period on the related Mortgage Loans, excluding Prepayment
Penalties and premiums; (iv) amounts received with respect to such
Distribution Date as the Substitution Adjustment Amount or purchase price in
respect of a Mortgage Loan in the related Loan Group repurchased by the
applicable Seller or a Servicer as of such Distribution Date reduced by
amounts in reimbursement for Advances previously made and other amounts as to
which the Servicer or the Master Servicer is entitled to be reimbursed
pursuant to Section 3.08 in respect of the related Mortgage Loans or
otherwise, and (v) any amounts payable as Compensating Interest by a Servicer
or the Master Servicer with respect to the related Mortgage Loans on such
Distribution Date.
Balloon Loan: Any Mortgage Loan which, by its terms, does not fully
amortize the principal balance thereof by its stated maturity and this
requires a payment at the stated maturity larger than the monthly payments due
thereunder.
Bankruptcy Code: The United States Bankruptcy Code, as amended from
time to time (11 U.S.C. ▇▇.▇▇. 101 et seq.).
Bankruptcy Coverage Termination Date: The point in time at which the
Bankruptcy Loss Coverage Amount is reduced to zero.
16
Bankruptcy Loss: A Deficient Valuation or Debt Service Reduction.
Bankruptcy Loss Coverage Amount: As of any Determination Date and
the Group I-B Certificates, the Bankruptcy Loss Coverage Amount shall equal
the Initial Bankruptcy Loss Coverage Amount as reduced by (i) the aggregate
amount of Bankruptcy Losses allocated to the Group I-B Certificates since the
Cut-off Date and (ii) any permissible reductions in the Bankruptcy Loss
Coverage Amount as evidenced by a letter of each Rating Agency to the Trust
Administrator to the effect that any such reduction will not result in a
downgrading of, or otherwise adversely affect, the then current ratings
assigned to such Classes of Certificates rated by it. As of any Determination
Date and the Group D-B Certificates, the Bankruptcy Loss Coverage Amount shall
equal the Initial Bankruptcy Loss Coverage Amount as reduced by (i) the
aggregate amount of Bankruptcy Losses allocated to the Group II Certificates,
the Group III Certificates and the Group V Certificates since the Cut-off Date
and (ii) any permissible reductions in the Bankruptcy Loss Coverage Amount as
evidenced by a letter of each Rating Agency to the Trust Administrator to the
effect that any such reduction will not result in a downgrading of, or
otherwise adversely affect, the then current ratings assigned to such Classes
of Certificates rated by it.
Basis Risk Shortfall: For the Class of IV-A-1 and Class IV-M-1
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) 30 days interest 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.
Beneficial Holder: A Person holding a beneficial interest in any
Certificate through a Participant or an Indirect Participant or a Person
holding a beneficial interest in any Definitive Certificate.
Book-Entry Certificates: As specified in the Preliminary Statement.
Book-Entry Form: Any Certificate held through the facilities of the
Depository.
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)
a day on which banking institutions in New York or the state in which the
office of the Master Servicer or any Servicer or the Corporate Trust Office of
the Trustee or Trust Administrator are located are authorized or obligated by
law or executive order to be closed.
Carryforward Interest: For any Class of Offered Certificates and
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 and (A)
the Master Servicer, Vesta or Greenpoint, the 7th calendar day preceding such
Distribution Date, or if such
17
7th day is not a Business Day, the Business Day immediately preceding such 7th
calendar day and (B) WMMSC, the Business Day immediately preceding such
Distribution Date.
Certificate: Any Certificates executed and authenticated by the
Trust Administrator on behalf of the Trustee for the benefit of the
Certificateholders in substantially the form or forms attached as Exhibits A
through F hereto.
Certificate Account: The separate Eligible Account created and
maintained with the Trust Administrator, or any other bank or trust company
acceptable to the Rating Agencies which is incorporated under the laws of the
United States or any state thereof pursuant to Section 3.05, which account
shall bear a designation clearly indicating that the funds deposited therein
are held in trust for the benefit of the Trust Administrator, as agent for the
Trustee, on behalf of the Certificateholders or any other account serving a
similar function acceptable to the Rating Agencies. Funds in the Certificate
Account may (i) be held uninvested without liability for interest or
compensation thereon or (ii) be invested at the direction of the Trust
Administrator in Eligible Investments and reinvestment earnings thereon (net
of investment losses) shall be paid to the Trust Administrator. Funds
deposited in the Certificate Account (exclusive of the amounts permitted to be
withdrawn pursuant to Section 3.08(b)) shall be held in trust for the
Certificateholders.
Certificate Balance: With respect to any Certificate 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
all distributions of principal and allocations of Realized Losses, including
Excess Losses or Applied Loss Amounts, as applicable, previously made or
allocated with respect thereto; in the case of any Subordinate Certificates,
reduced by any amounts allocated to that Certificate in reduction of its Class
Principal Balance for payment of Class A-P Deferred Amounts or any Applied
Loss Amounts allocated to such Class on prior Distribution Dates pursuant to
Section 4.02; and, with respect to the Class I-A-5 Certificates, increased by
the Class I-A-5 Accrual Amount added to that Certificate on each Distribution
Date prior to such date.
Certificate Group: Any of Certificate Group I, Certificate Group II,
Certificate Group III, Certificate Group IV, Certificate Group V, Certificate
Group I-B or Certificate Group D-B, as applicable.
Certificate Group I: Any of the Certificates with a Class
designation beginning with "I" and relating to Loan Group I.
Certificate Group II: Any of the Certificates with a Class
designation beginning with "II" and relating to Loan Group II.
Certificate Group III: Any of the Certificates with a Class
designation beginning with "III" and relating to Loan Group III.
Certificate Group IV: Any of the Certificates with a Class
designation beginning with "IV" and relating to Loan Group IV.
18
Certificate Group I-B: Any of the Certificates with a Class
designation beginning with "I-B" and relating to Loan Group I.
Certificate Group D-B: Any of the Certificates with a Class
designation beginning with "D-B" and relating to Loan Group II, Loan Group III
and Loan Group V.
Certificate Index: With respect to each Distribution Date and the
LIBOR Certificates, the rate for one month United States dollar deposits
quoted on Telerate Page 3750 as of 11:00 A.M., London time, on the related
Interest Determination Date relating to each Class of LIBOR Certificates. If
such rate does not appear on such page (or such other page as may replace that
page on that service, or if such service is no longer offered, such other
service for displaying LIBOR or comparable rates as may be reasonably selected
by the Trust Administrator after consultation with DLJMC), the rate will be
the Reference Bank Rate. If no such quotations can be obtained and no
Reference Bank Rate is available, the Certificate Index will be the
Certificate Index applicable to the preceding Distribution Date. On the
Interest Determination Date immediately preceding each Distribution Date, the
Trust Administrator shall determine the Certificate Index for the Accrual
Period commencing on such Distribution Date and inform the Master Servicer and
each Servicer of such rate.
Certificate Insurance Policy: The irrevocable Certificate Guaranty
Insurance Policy, No. 51185-N, including any endorsements thereto, issued by
FSA with respect to the Class IV-A-1 Certificates, in the form attached hereto
as Exhibit R.
Certificate Insurance Policy Payments Account: As defined in Section
4.03(c).
Certificate Insurer: FSA, as issuer of the Certificate Insurance
Policy.
Certificate Margin: As to each Class of Certificates listed below,
the applicable amount set forth below:
Class Certificate Margin
(1) (2)
IV-A-1 0.55% 1.10%
IV-M-1 1.25% 2.50%
_______________________
(1) Prior to the Optional Termination Date.
(2) On and after the Optional Termination Date.
Certificate Register: The register maintained pursuant to Section
6.02(a) hereof.
Certificateholder or Holder: The Person in whose name a Certificate
is registered in the Certificate Register, and, with respect to the Class
IV-A-1 Certificates, FSA to the extent of any amount paid under the
Certificate Insurance Policy.
Class: All Certificates bearing the same class designation as set
forth in the Preliminary Statement.
Class A Certificates: As specified in the Preliminary Statement.
19
Class A-P Certificates: As specified in the Preliminary Statement.
As such term is used herein, the Class A-P Certificates are "related" to the
Class I-P Mortgage Loans, Class II-P Mortgage Loans and Class III-P Mortgage
Loans.
Class A-P Deferred Amounts: As of any date of determination, the
amount required to be paid to the holders of the Class A-P Certificates
pursuant to clause Section 4.02.
Class B Certificates. As specified in the Preliminary Statement.
Class I-A-2 Notional Amount: For any Distribution Date, the sum of
(a) the product of (i) the Class Principal Balance of the Class I-A-1
Certificates immediately prior to that Distribution Date and (ii) a fraction,
the numerator of which is 175, and the denominator of which is 675, (b) the
product of (i) the Class Principal Balance of the Class I-A-12 Certificates
immediately prior to that Distribution Date and (ii) a fraction, the numerator
of which is 150, and the denominator of which is 675 and (c) the product of
(i) the Class Principal Balance of the Class I-A-17 Certificates immediately
prior to that Distribution Date and (ii) a fraction, the numerator of which is
5, and the denominator of which is 675.
Class I-A-4 Adjusted Percentage: For any Distribution Date occurring
(i) before November 2006, 0% and (ii) in or after November 2006, the Class
I-A-4 Percentage for that Distribution Date.
Class I-A-4 Liquidation Amount: For any Distribution Date, the
aggregate, for each Group I Mortgage Loan that became a Liquidated Mortgage
Loan during the calendar month preceding the month of that Distribution Date,
of the lesser of (i) the Class I-A-4 Adjusted Percentage of the Stated
Principal Balance of that Mortgage Loan (exclusive of the Class I-P Fraction
of that balance, for any Class I-P Mortgage Loan) and (ii) the Class I-A-4
Adjusted Percentage of the Liquidation Principal for that Mortgage Loan.
Class I-A-4 Percentage: For any Distribution Date will equal the
lesser of (a) 100% and (b) the Class Principal Balance of the Class I-A-4
Certificates divided by the aggregate Stated Principal Balance of the Group I
Mortgage Loans (less the Class Principal Balance of the Class A-P
Certificates), in each case immediately prior to any allocations of losses or
distributions on that Distribution Date.
Class I-A-4 Prepayment Percentage: For any Distribution Date, the
product of (a) the Class I-A-4 Percentage and (b) the Stepdown Percentage.
Class I-A-4 Priority Amount: For any Distribution Date, the sum of
(i) the Class I-A-4 Adjusted Percentage of the Principal Payment Amount
(exclusive of the portion attributable to the Class I-P Principal Distribution
Amount), (ii) the Class I-A-4 Prepayment Percentage of the Principal
Prepayment Amount (exclusive of the portion attributable to the Class I-P
Principal Distribution Amount) and (iii) the Class I-A-4 Liquidation Amount.
Class I-A-5 Accretion Direction Rule: On each Distribution Date on
or before the Class I-A-5 Accretion Termination Date, the Class I-A-5 Accrual
Amount will be distributed, as principal, to the Accretion Direction
Certificates, in reduction of their aggregate Class Principal
20
Balance to their aggregate TAC balance as shown in Schedule VII hereto for
such Distribution Date, sequentially, as follows:
(i) concurrently, to the Class I-A-6 and Class I-A-14 Certificates,
pro rata, in an amount up to the amount necessary to reduce their
aggregate Class Principal Balance to their aggregate PAC balance
as shown in Schedule VI hereto for such Distribution Date;
(ii) concurrently, to the Class I-A-7 and Class I-A-10 Certificates,
pro rata, until their respective Class Principal Balances are
reduced to zero;
(iii) to the Class I-A-8 Certificates, until its Class Principal Balance
is reduced to zero;
(iv) concurrently, to the Class I-A-9 and Class I-A-11 Certificates,
pro rata, until their respective Class Principal Balances are
reduced to zero; and
(v) concurrently, to the Class I-A-6 and Class I-A-14 Certificates,
pro rata, without regard to their aggregate PAC balance for such
Distribution Date, until their respective Class Principal Balances
are reduced to zero; and
(vi) to the Class I-A-5 Certificates.
Class I-A-5 Accretion Termination Date: The earlier to occur of (i)
the Distribution Date on which the aggregate Class Principal Balance of the
Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9, Class I-A-10, Class I-A-11
and Class I-A-14 Certificates have been reduced to zero and (ii) the Credit
Support Depletion Date.
Class I-A-5 Accrual Amount: On each Distribution Date on or before
the Class I-A-5 Accretion Termination Date, an amount equal to the accrued
interest that would otherwise be distributable in respect of the Class I-A-5
Certificates on that Distribution Date. On any Distribution Date which is also
the Class I-A-5 Accretion Termination Date, any Class I-A-5 Accrual Amount not
required to reduce the aggregate Class Principal Balance of the Class I-A-6,
Class I-A-7, Class I-A-8, Class I-A-9, Class I-A-10, Class I-A-11 and Class
I-A-14 Certificates to zero will be payable, as interest, to the holders of
the Class I-A-5 Certificates; provided, however, that if the Class I-A-5
Accretion Termination Date is also the Credit Support Depletion Date, the
entire Class I-A-5 Accrual Amount for that date will be payable as interest to
the holders of the Class I-A-5 Certificates.
Class I-A-10 and Class I-A-11 Rounding Accounts: Each a separate
Eligible Account established and maintained by the Trust Administrator
pursuant to Section 4.07 in the name of the Trust Administrator for the
benefit of the Class I-A-10 and Class I-A-11 Certificateholders, respectively
and designated "The Chase Manhattan Bank in trust for registered holders of
Credit Suisse First Boston Mortgage Securities Corp., Mortgage Pass-Through
Certificates, Series 2001-26 Class [I-A-10] [I-A-11]." Funds in the Class
I-A-10 and Class I-A-11 Rounding Accounts shall be held in trust for the Class
I-A-10 and Class I-A-11 Certificateholders for the uses and purposes set forth
in this Agreement. The Class I-A-10 Rounding Account and the Class I-A-11
Rounding Account shall be held uninvested as part of the Master REMIC for the
uses and purposes set forth in this Agreement.
21
Class I-A-10 and Class I-A-11 Rounding Amount: With respect to any
Distribution Date, the amount, if any, required to be withdrawn from the Class
I-A-10 or Class I-A-11 Rounding Accounts pursuant to Section 4.07.
Class I-A-13 Notional Amount: For any Distribution Date, the product
of (i) the Class Principal Balance of the Class I-A-6 Certificates immediately
prior to that Distribution Date and (ii) a fraction, the numerator of which is
25 and the denominator of which is 6.75.
Class I-A-15 Adjusted Percentage: For any Distribution Date
occurring (i) before November 2006, 0% and (ii) in or after November 2006, the
Class I-A-15 Percentage for that Distribution Date.
Class I-A-15 Liquidation Amount: For any Distribution Date, the
aggregate, for each Group I Mortgage Loan that became a Liquidated Mortgage
Loan during the calendar month preceding the month of that Distribution Date,
of the lesser of (i) the Class I-A-15 Adjusted Percentage of the Stated
Principal Balance of that Mortgage Loan (exclusive of the Class I-P Fraction
of that balance, for any Class I-P Mortgage Loan) and (ii) the Class I-A-15
Adjusted Percentage of the Liquidation Principal for that Mortgage Loan.
Class I-A-15 Percentage: For any Distribution Date will equal the
lesser of (a) 100% and (b) the Class Principal Balance of the Class I-A-15
Certificates divided by the aggregate Stated Principal Balance of the Group I
Mortgage Loans (less the Class Principal Balance of the Class A-P
Certificates), in each case immediately prior to any allocations of losses or
distributions on that Distribution Date.
Class I-A-15 Prepayment Percentage: For any Distribution Date, the
product of (a) the Class I-A-15 Percentage and (b) the Stepdown Percentage.
Class I-A-15 Priority Amount: For any Distribution Date, the sum of
(i) the Class I-A-15 Adjusted Percentage of the Principal Payment Amount
(exclusive of the portion attributable to the Class I-P Principal Distribution
Amount), (ii) the Class I-A-15 Prepayment Percentage of the Principal
Prepayment Amount (exclusive of the portion attributable to the Class I-P
Principal Distribution Amount) and (iii) the Class I-A-15 Liquidation Amount.
Class I-A-16 Notional Amount: For any Distribution Date, the product
of (i) the Class Principal Balance of the Class I-A-4 Certificates immediately
prior to that Distribution Date and (ii) a fraction, the numerator of which is
50 and the denominator of which is 6.75.
Class I-P Fraction: With respect to each Class I-P Mortgage Loan, a
fraction, the numerator of which is 6.75% minus the Net Mortgage Rate on that
Class I-P Mortgage Loan and the denominator of which is 6.75%.
Class I-P Mortgage Loans: The Group I Mortgage Loans having Net
Mortgage Rates less than 6.75% per annum.
Class I-P Principal Distribution Amount: For each Distribution Date,
an amount equal to the Class I-P Fraction of the sum of (i) scheduled
principal due (whether or not received) on the related Due Date and (ii)
unscheduled collections of principal received
22
(including Net Liquidation Proceeds allocable to principal) and constituting a
part of the Available Distribution Amount for Loan Group I for that
Distribution Date, in each case, on or in respect of a Class I-P Mortgage Loan
for that Distribution Date.
Class I-X Notional Amount: For any Distribution Date and the Class
I-X Certificates, the product of (x) the aggregate Stated Principal Balance,
as of the second preceding Due Date after giving effect to Scheduled Payments
for that Due Date, whether or not received, or with respect to the initial
Distribution Date, as of the Cut-off Date, of the Premium Rate Mortgage Loans
in Loan Group I; and (y) a fraction, the numerator of which is the weighted
average of the Stripped Interest Rates for the Premium Rate Mortgage Loans in
Loan Group I as of that Due Date, and the denominator of which is 6.75%.
Class II-A-2 Notional Amount: For any Distribution Date, the Class
Principal Balance of the Class II-A-1 Certificates immediately prior to that
Distribution Date.
Class II-P Fraction: With respect to each Class II-P Mortgage Loan,
a fraction, the numerator of which is 7.00% minus the Net Mortgage Rate on
that Class II-P Mortgage Loan and the denominator of which is 7.00%.
Class II-P Mortgage Loans: The Group II Mortgage Loans having Net
Mortgage Rates less than 7.00% per annum.
Class II-P Principal Distribution Amount: For each Distribution
Date, an amount equal to the Class II-P Fraction of the sum of (i) scheduled
principal due (whether or not received) on the related Due Date and (ii)
unscheduled collections of principal received (including Net Liquidation
Proceeds allocable to principal) and constituting a part of the Available
Distribution Amount for Loan Group II for that Distribution Date, in each
case, on or in respect of a Class II-P Mortgage Loan for that Distribution
Date.
Class III-A-3 Notional Amount: For any Distribution Date, the Class
Principal Balance of the Class III-A-2 Certificates immediately prior to that
Distribution Date.
Class III-P Fraction: With respect to each Class III-P Mortgage
Loan, a fraction, the numerator of which is 7.80% minus the Net Mortgage Rate
on that Class III-P Mortgage Loan and the denominator of which is 7.80%.
Class III-P Mortgage Loans: The Group III Mortgage Loans having Net
Mortgage Rates less than 7.80% per annum.
Class III-P Principal Distribution Amount: For each Distribution
Date, an amount equal to the Class III-P Fraction of the sum of (i) scheduled
principal due (whether or not received) on the related Due Date and (ii)
unscheduled collections of principal received (including Net Liquidation
Proceeds allocable to principal) and constituting a part of the Available
Distribution Amount for Loan Group III for that Distribution Date, in each
case, on or in respect of a Class III-P Mortgage Loan for that Distribution
Date.
Class III-X Notional Amount: For any Distribution Date and the Class
III-X Certificates, the product of (x) the aggregate Stated Principal Balance,
as of the second preceding
23
Due Date after giving effect to Scheduled Payments for that Due Date, whether
or not received, or with respect to the initial Distribution Date, as of the
Cut-off Date, of the Premium Rate Mortgage Loans in Loan Group III; and (y) a
fraction, the numerator of which is the weighted average of the Stripped
Interest Rates for the Premium Rate Mortgage Loans in Loan Group III as of
that Due Date, and the denominator of which is 7.80%.
Class IV-A-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
the Class Principal Balance of the Group IV Senior Certificates immediately
prior to such Distribution Date exceeds (y) the lesser of (A) the product of
(i) 87.00% and (ii) the Aggregate Loan Group Balance for Loan Group IV for
such Distribution Date and (B) the amount, if any, by which (i) the Aggregate
Loan Group Balance for Loan Group IV for such Distribution Date exceeds (ii)
0.50% of the Aggregate Loan Group Balance for Loan Group IV as of the Cut-off
Date.
Class IV-A-IO Notional Amount: For any Distribution Date on or prior
to the December 2003 Distribution Date will be the lesser of (i) the amount
set forth in Schedule IV hereto for such Distribution Date and (ii) the
Aggregate Loan Group Balance for Loan Group IV for such Distribution Date.
After the December 2003 Distribution Date, zero.
Class IV-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 Class Principal Balance of the Group IV Senior
Certificates after giving effect to payments on such Distribution Date and
(ii) the Class Principal Balance of the Class IV-M-1 Certificates immediately
prior to such Distribution Date exceeds (y) the lesser of (A) the product of
(i) 96.00% and (ii) the Aggregate Loan Group Balance for Loan Group IV for
such Distribution Date and (B) the amount, if any, by which (i) the Aggregate
Loan Group Balance for Loan Group IV for such Distribution Date exceeds (ii)
0.50% of the Aggregate Loan Group Balance for Loan Group IV as of the Cut-off
Date.
Class IV-X Distributable Amount: With respect to any Distribution
Date and the Class IV-X Certificates, the sum of (i) the amount of interest
accrued during the related Accrual Period at the related Pass-Through Rate on
the Class Notional Amount for such Distribution Date and (ii) the
Overcollateralization Release Amount, if any, for such Distribution Date.
Class V-A-2 Notional Amount: For any Distribution Date, and the
product of (a) a fraction, the numerator of which is 53 and the denominator of
which is 750, and (b) the aggregate Stated Principal Balance, as of the second
preceding Due Date after giving effect to Scheduled Payments for that Due
Date, whether or not received, or with respect to the initial Distribution
Date, as of the Cut-off Date, of the Mortgage Loans in Loan Group V.
Class Interest Shortfall: As to any Distribution Date and Class of
Group I Certificates, Group II Certificates, Group III Certificates and Group
V Certificates, the amount by which the amount described in clause (i) of the
definition of Interest Distribution Amount for such Class, exceeds the amount
of interest actually distributed on such Class on such Distribution Date.
24
Class Notional Amount: Any of the Class I-A-2 Notional Amount, Class
I-A-13 Notional Amount, Class I-A-16 Notional Amount, Class I-X Notional
Amount, Class II-A-2 Notional Amount, Class III-A-3 Notional Amount, Class
III-X Notional Amount, Class IV-A-IO Notional Amount, or Class V-A-2 Notional
Amount, as applicable.
Class P Fraction: Any of the Class I-P, Class II-P or Class III-P
Frction, as applicable.
Class P Mortgage Loan: Any of the Class I-P, Class II-P or Class
III-P Mortgage Loans, as applicable.
Class P Principal Distribution Amount: Any of the Class I-P
Principal Distribution Amount, Class II-P Principal Distribution Amount and
Class III-P Principal Distribution Amount, as applicable.
Class Principal Balance: With respect to any Class and as to any
date of determination, the aggregate of the Certificate Balances of all
Certificates of such Class as of such date.
Class Unpaid Interest Amounts: As to any Distribution Date and Class
of interest-bearing Group I Certificates, Group II Certificates, Group III
Certificates and Group V Certificates, the amount by which the aggregate Class
Interest Shortfalls for such Class on prior Distribution Dates exceeds the
amount distributed on such Class on prior Distribution Dates pursuant to
clause (ii) of the definition of Interest Distribution Amount.
Clearing Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended,
which initially shall be DTC.
Closing Date: October 30, 2001.
Code: The Internal Revenue Code of 1986, as amended.
Collection Account: The accounts established and maintained by the
Master Servicer or a Servicer in accordance with Section 3.05.
Collection Period: With respect to each Distribution Date, the
period commencing on the second day of the month preceding the month of the
Distribution Date and ending on the first day of the month of the Distribution
Date.
Compensating Interest Payment: For any Distribution Date and the
WMMSC Serviced Mortgage Loans, the lesser of (i) the sum of (a) one twelfth
(1/12) of 0.04% of the aggregate Stated Principal Balance of the WMMSC
Serviced Mortgage Loans, as of the Due Date in the month of such Distribution
Date, (b) Payoff Earnings in respect of the WMMSC Serviced Mortgage Loans for
such Distribution Date and (c) aggregate Payoff Interest in respect of the
WMMSC Serviced Mortgage Loans for such Distribution Date and (ii) the
aggregate Prepayment Interest Shortfall allocable to Payoffs for the WMMSC
Serviced Mortgage Loans. For any Distribution Date and the GreenPoint Serviced
Mortgage Loans, the lesser of (i) 50% of the aggregate Servicing Fee payable
to GreenPoint in respect of the GreenPoint Serviced
25
Mortgage Loans for such Distribution Date and (ii) the aggregate Prepayment
Interest Shortfall with respect to the GreenPoint Serviced Mortgage Loans. For
any Distribution Date and the Vesta Serviced Mortgage Loans, the lesser of (i)
the aggregate Servicing Fee payable to Vesta in respect of the Vesta Serviced
Mortgage Loans for such Distribution Date and (ii) the aggregate Prepayment
Interest Shortfall with respect to the Vesta Serviced Mortgage Loans. For any
Distribution Date and the Master Serviced Mortgage Loans, the lesser of (i)
one twelfth (1/12) of 0.25% of the aggregate Stated Principal Balance of the
Master Serviced Mortgage Loans, as of the Due Date in the month of such
Distribution Date, and (ii) the aggregate Prepayment Interest Shortfall with
respect to the Master Serviced Mortgage Loans.
Confirmation: With respect to each Interest Rate Hedge Agreement,
the related Confirmation dated 30 October 2001, evidencing the transaction
between the Interest Rate Hedge Agreement Counterparty and the Seller.
Corporate Trust Office: With respect to the Trustee, the designated
office of the Trustee at which at any particular time its corporate trust
business with respect to this Agreement shall be administered, which office at
the date of the execution of this Agreement is located at ▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Global Corporate Trust
Services. With respect to the Trust Administrator, the designated office of
the Trust Administrator at which at any particular time its corporate trust
business with respect to this Agreement shall be administered, which office at
the date of the execution of this Agreement is located at ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, except for purposes of Section
6.06, such term shall mean the office or agency of the Trust Administrator
located at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
Corresponding Classes of Certificates: With respect to each
Subsidiary REMIC Regular Interest, any Class of Certificates appearing
opposite such Subsidiary REMIC Regular Interest in the Preliminary Statement.
Credit Support Depletion Date: With respect to the Group I
Certificates, the first Distribution Date on which the aggregate Class
Principal Balances of the Group I-B Certificates has been or will be reduced
to zero. With respect to the Group II, Group III and Group V Certificates, the
first Distribution Date on which the aggregate Class Principal Balances of the
Group D-B Certificates has been or will be reduced to zero.
Current Interest: For any Class of Group IV Certificates and
Distribution Date, the amount of interest accruing at the applicable
Pass-Through Rate on the related Class Principal Balance or Class Notional
Amount, as applicable, of such Class during the related Accrual Period ;
provided, that as to each Class of Group IV Certificates the Current Interest
shall be reduced by a pro rata portion of any Interest Shortfalls to the
extent not covered by Excess Interest.
Curtailment: Any payment of principal on a Mortgage Loan, made by or
on behalf of the related Mortgagor, other than a Scheduled Payment, a prepaid
Scheduled Payment or a Payoff, which is applied to reduce the outstanding
Stated Principal Balance of the Mortgage Loan.
26
Custodial Agreement: An agreement, dated as of the date hereof,
among a custodian, the Trustee and the Trust Administrator (if necessary),
pursuant to which the Trustee appoints such custodian to hold any of the
documents or instruments referred to in Section 2.01 of this Agreement as
agent for the Trustee.
Custodian: A custodian which is appointed pursuant to a Custodial
Agreement. Any Custodian so appointed shall act as agent on behalf of the
Trustee, and shall be compensated by the Trust Administrator or as otherwise
specified therein. The Trustee shall remain at all times responsible under the
terms of this Agreement, notwithstanding the fact that certain duties have
been assigned to a Custodian.
Cut-off Date: October 1, 2001.
Cut-off Date Pool Principal Balance: $1,208,448,215.
Cut-off Date Principal Balance: As to any Mortgage Loan, the Stated
Principal Balance thereof as of the close of business on the Cut-off Date.
Data Remittance Date: With respect to any Distribution Date, the
10th calendar day of the month in which such Distribution Date occurs, or if
such 10th day is not a Business Day, the Business Day immediately following
such 10th day; provided, however, that with respect to WMMSC, the Data
Remittance Date shall be no later than twelve noon, five Business Days before
the related Distribution Date.
Debt Service Reduction: With respect to a Mortgage Loan in Loan
Group I, Loan Group II, Loan Group III or Loan Group V, a reduction by a court
of competent jurisdiction in a proceeding under the Bankruptcy Code in the
Scheduled Payment for such Mortgage Loan which became final and
non-appealable, except such a reduction resulting from a Deficient Valuation
or any reduction that results in a permanent forgiveness of principal.
Debt Service Reduction Mortgage Loan: Any Mortgage Loan that became
the subject of a Debt Service Reduction.
Deceased Holder: As defined in Section 4.07.
Deficient Valuation: With respect to any Mortgage Loan in Loan Group
I, Loan Group II, Loan Group III or Loan Group V, a valuation by a court of
competent jurisdiction of the Mortgaged Property in an amount less than the
then outstanding indebtedness under the Mortgage Loan, or that results in a
permanent forgiveness of principal, which valuation in either case results
from a proceeding under the Bankruptcy Code.
Deferred Amount: For any Class of Group IV Subordinate Certificates
(other than the Class IV-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
aggregate of amounts previously paid in reimbursement thereof.
Definitive Certificate: As defined in Section 6.07.
27
Deleted Mortgage Loan: As defined in Section 2.03.
Delinquency Rate: With respect to any Distribution Date, the
fraction, expressed as a percentage, the numerator of which is the aggregate
outstanding principal balance of all Mortgage Loans in Loan Group IV 60 or
more days delinquent (including all foreclosures, bankruptcies and REO
Properties) as of the close of business on the last day of such month, and the
denominator of which is the Aggregate Loan Group Balance of Loan Group IV as
of the close of business on the last day of such month.
Denomination: With respect to each Certificate, the amount set forth
on the face thereof as the "Initial Certificate Balance of this Certificate"
or the "Initial Notional Amount of this Certificate" or, if neither of the
foregoing, the Percentage Interest appearing on the face thereof.
Depositor: Credit Suisse First Boston Mortgage Securities Corp., a
Delaware corporation, or its successor in interest.
Depository Agreement: The Letter of Representation dated as of the
Closing Date by and among DTC, the Depositor and the Trust Administrator for
the benefit of the Trustee.
Determination Date: With respect to each Distribution Date, the 10th
day of the calendar month in which such Distribution Date occurs or, if such
10th day is not a Business Day, the Business Day immediately preceding such
10th day.
Disqualified Organization: Any organization defined as a
"disqualified organization" under Section 860E(e)(5) of the Code, which
includes any of the following: (i) the United States, any State or political
subdivision thereof, any possession of the United States, or any agency or
instrumentality of any of the foregoing (other than an instrumentality which
is a corporation if all of its activities are subject to tax and, except for
the FHLMC, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, any international organization,
or any agency or instrumentality of any of the foregoing, (iii) any
organization (other than certain farmers' cooperatives described in Section
521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code
(including the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iv) rural electric and telephone cooperatives described in
Section 1381(a)(2)(C) of the Code, (v) an "electing large partnership" within
the meaning of Section 775 of the Code, and (vi) any other Person so
designated by the Trust Administrator based upon an Opinion of Counsel that
the holding of an Ownership Interest in a Class AR Certificate by such Person
may cause the REMIC or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the
Transfer of an Ownership Interest in a Class AR Certificate to such Person.
The terms "United States", "State" and "international organization" shall have
the meanings set forth in Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month, or if such 25th day is
not a Business Day, the Business Day immediately following such 25th day,
commencing on November 26, 2001.
28
DLJ Loans: The Mortgage Loans identified as such on the Mortgage
Loan Schedule for which DLJMC is the applicable Seller.
DLJMC: DLJ Mortgage Capital, Inc., a Delaware corporation, and its
successors and assigns.
DTC: The Depository Trust Company.
Due Date: With respect to each Mortgage Loan and any Distribution
Date, the date on which Scheduled Payments on such Mortgage Loan are due which
is either the first day of the month of such Distribution Date, or if
Scheduled Payments on such Mortgage Loan are due on a day other than the first
day of the month, the date in the calendar month immediately preceding the
Distribution Date on which such Scheduled Payments are due, exclusive of any
days of grace.
Eligible Account: Either (i) an account or accounts maintained with
a federal or state chartered depository institution or trust company
acceptable to the Rating Agencies or (ii) an account or accounts the deposits
in which are insured by the FDIC to the limits established by such
corporation, provided that any such deposits not so insured shall be
maintained in an account at a depository institution or trust company whose
commercial paper or other short term debt obligations (or, in the case of a
depository institution or trust company which is the principal subsidiary of a
holding company, the commercial paper or other short term debt obligations of
such holding company) have been rated by each Rating Agency in its highest
short-term rating category or (iii) a segregated trust account or accounts
(which shall be a "special deposit account") maintained with the Trustee, the
Trust Administrator or any other federal or state chartered depository
institution or trust company, acting in its fiduciary capacity, in a manner
acceptable to the Trustee, the Trust Administrator and the Rating Agencies.
Eligible Accounts may bear interest.
Eligible Institution: An institution having the highest short-term
debt rating, and one of the two highest long-term debt ratings of the Rating
Agencies or the approval of the Rating Agencies.
Eligible Investments: Any one or more of the obligations and
securities listed below:
1. direct obligations of, and obligations fully guaranteed by, the
United States of America, or any agency or instrumentality of the
United States of America the obligations of which are backed by the
full faith and credit of the United States of America; or
obligations fully guaranteed by, the United States of America; the
FHLMC, FNMA, the Federal Home Loan Banks or any agency or
instrumentality of the United States of America rated AA (or the
equivalent) or higher by the Rating Agencies;
2. federal funds, demand and time deposits in, certificates of deposits
of, or bankers' acceptances issued by, any depository institution or
trust company incorporated or organized under the laws of the United
States of America or any state thereof and subject to supervision
and examination by federal and/or state banking authorities,
29
so long as at the time of such investment or contractual commitment
providing for such investment the commercial paper or other
short-term debt obligations of such depository institution or trust
company (or, in the case of a depository institution or trust
company which is the principal subsidiary of a holding company, the
commercial paper or other short-term debt obligations of such
holding company) are rated in one of two of the highest ratings by
each of the Rating Agencies, and the long-term debt obligations of
such depository institution or trust company (or, in the case of a
depository institution or trust company which is the principal
subsidiary of a holding company, the long-term debt obligations of
such holding company) are rated in one of two of the highest
ratings, by each of the Rating Agencies;
3. repurchase obligations with a term not to exceed 30 days with
respect to any security described in clause (i) above and entered
into with a depository institution or trust company (acting as a
principal) rated A or higher by the Rating Agencies; provided,
however, that collateral transferred pursuant to such repurchase
obligation must be of the type described in clause (i) above and
must (A) be valued daily at current market price plus accrued
interest, (B) pursuant to such valuation, be equal, at all times, to
105% of the cash transferred by the Trustee or the Trust
Administrator in exchange for such collateral, and (C) be delivered
to the Trustee or the Trust Administrator or, if the Trustee or the
Trust Administrator, as applicable, is supplying the collateral, an
agent for the Trustee or the Trust Administrator, in such a manner
as to accomplish perfection of a security interest in the collateral
by possession of certificated securities;
4. securities bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of
America or any state thereof which has a long-term unsecured debt
rating in the highest available rating category of each of the
Rating Agencies at the time of such investment;
5. commercial paper having an original maturity of less than 365 days
and issued by an institution having a short-term unsecured debt
rating in the highest available rating category of each of the
Rating Agencies at the time of such investment;
6. a guaranteed investment contract approved by each of the Rating
Agencies and issued by an insurance company or other corporation
having a long-term unsecured debt rating in the highest available
rating category of each of the Rating Agencies at the time of such
investment;
7. money market funds (which may be 12b-1 funds as contemplated under
the rules promulgated by the Securities and Exchange Commission
under the Investment Company Act of 1940) having ratings in the
highest available rating category of ▇▇▇▇▇'▇ and one of the two
highest available rating categories of S&P at the time of such
investment (any such money market funds which provide for demand
withdrawals being conclusively deemed to satisfy any maturity
requirements for Eligible Investments set forth herein) including
money market funds of the Master Servicer or a Servicer, the Trustee
or the Trust Administrator and any such funds
30
that are managed by the Master Servicer or a Servicer, the Trustee
or the Trust Administrator or their respective Affiliates or for the
Master Servicer or a Servicer, the Trustee, the Trust Administrator
or any Affiliate of such Person acts as advisor, as long as such
money market funds satisfy the criteria of this subparagraph (vii);
and
8. such other investments the investment in which will not, as
evidenced by a letter from each of the Rating Agencies, result in
the downgrading or withdrawal of the Ratings of the Certificates.
provided, however, that no such instrument shall be an Eligible
Investment if such instrument evidences either (i) a right to receive only
interest payments with respect to the obligations underlying such instrument,
or (ii) both principal and interest payments derived from obligations
underlying such instrument and the principal and interest payments with
respect to such instrument provide a yield to maturity of greater than 120% of
the yield to maturity at par of such underlying obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA-Qualifying Underwriting: A best efforts or firm commitment
underwriting or private placement that meets the requirements of an
Underwriter's Exemption.
ERISA-Restricted Certificate: As specified in the Preliminary
Statement.
Escrow Account: The separate account or accounts created and
maintained by the Master Servicer or a Servicer pursuant to Section 3.06.
Escrow Payments: With respect to any Mortgage Loan, the amounts
constituting ground rents, taxes, mortgage insurance premiums, fire and hazard
insurance premiums, and any other payments required to be escrowed by the
Mortgagor with the mortgagee pursuant to the Mortgage, applicable law or any
other related document.
Event of Default: As defined in Section 8.01 hereof.
Excess Loss: With respect to the Group I Senior Certificates, the
amount of any (i) Fraud Loss on a Mortgage Loan in Loan Group I realized after
the Fraud Loss Coverage Termination Date, (ii) Special Hazard Loss on a
Mortgage Loan in Loan Group I realized after the Special Hazard Loss Coverage
Termination Date or (iii) Bankruptcy Loss on a Mortgage Loan in Loan Group I
realized after the Bankruptcy Coverage Termination Date. With respect to the
Group II, Group III or Group V Certificates, the amount of any (i) Fraud Loss
on a Mortgage Loan in Loan Group II, Loan Group III or Loan Group V realized
after the Fraud Loss Coverage Termination Date, (ii) Special Hazard Loss on a
Mortgage Loan in Loan Group II, Loan Group III or Loan Group V realized after
the Special Hazard Loss Coverage Termination Date or (iii) Bankruptcy Loss on
a Mortgage Loan in Loan Group II, Loan Group III or Loan Group V realized
after the Bankruptcy Coverage Termination Date.
31
Expense Fee Rate: As to each Mortgage Loan, the sum of the related
Servicing Fee Rate, Master Servicing Fee Rate, Trustee Fee Rate, Lender PMI
Rate, if applicable and the MGIC PMI Rate, if applicable.
Expense Fees: As to each Mortgage Loan, the sum of the related
Servicing Fee, Master Servicing Fee, Trustee Fee, the Lender PMI Fee, if
applicable and the MGIC PMI Fee, if applicable.
Extraordinary Events: Any of the following conditions with respect
to a Mortgaged Property or Mortgage Loan in Loan Group I, Loan Group II, Loan
Group III or Loan Group V causing or resulting in a loss which causes the
liquidation of such Mortgage Loan: (a) losses that are of the type that would
be covered by the fidelity bond and the errors and omissions insurance policy
required to be maintained pursuant to Section 3.18 but are in excess of the
coverage maintained thereunder; (b) nuclear reaction or nuclear radiation or
radioactive contamination, all whether controlled or uncontrolled, and whether
such loss be direct or indirect, proximate or remote or be in whole or in part
caused by, contributed to or aggravated by a peril covered by the definition
of the term "Special Hazard Loss"; (c) hostile or warlike action in time of
peace or war, including action in hindering, combating or defending against an
actual, impending or expected attack: (i) by any government or sovereign
power, de jure or de facto, or by any authority maintaining or using military,
naval or air forces; or (ii) by military, naval or air forces; or (iii) by an
agent of any such government, power, authority or forces; (d) any weapon of
war employing atomic fission or radioactive force whether in time of peace or
war; or (e) insurrection, rebellion, revolution, civil war, usurped power or
action taken by governmental authority in hindering, combating or defending
against such an occurrence, seizure or destruction under quarantine or customs
regulations, confiscation by order of any government or public authority; or
risks of contraband or illegal transportation or trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan in Loan
Group I, Loan Group II, Loan Group III or Loan Group V caused by or resulting
from an Extraordinary Event.
FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of
the Emergency Home Finance Act of 1970, as amended, or any successor thereto.
Fiscal Agent: As defined in the Certificate Insurance Policy.
FNMA: The Federal National Mortgage Association, a federally
chartered and privately owned corporation organized and existing under the
Federal National Mortgage Association Charter Act, or any successor thereto.
Fraud Loan: A Liquidated Mortgage Loan in Loan Group I, Loan Group
II, Loan Group III or Loan Group V as to which a Fraud Loss has occurred.
Fraud Loss Coverage Amount: With respect to the Group I-B
Certificates, as of the Closing Date, $9,535,693, subject to reduction from
time to time by the amount of Fraud
32
Losses allocated to the Group I-B Certificates. On each anniversary of the
Cut-off Date, the Fraud Loss Coverage Amount will be reduced as follows: (a)
prior to the fifth anniversary of the Cut-off Date, the Fraud Loss Coverage
Amount will be reduced to an amount equal to the lesser of (i) 1% of the
aggregate Stated Principal Balance of the Mortgage Loans in Loan Group I and
(ii) the excess of the Fraud Loss Coverage Amount as of the preceding
anniversary of the Cut-off Date (or, in the case of the first such
anniversary, as of the Cut-off Date) over the cumulative amount of Fraud
Losses on the Mortgage Loans allocated to the Group I-B Certificates since
such preceding anniversary or the Cut-off Date, as the case may be, and (b) on
the fifth anniversary of the Cut-off Date, to zero. With respect to the Group
D-B Certificates, as of the Closing Date, $11,045,319, subject to reduction
from time to time by the amount of Fraud Losses allocated to the Group II
Certificates, the Group III Certificates or Group V Certificates. On each
anniversary of the Cut-off Date, the Fraud Loss Coverage Amount will be
reduced as follows: (a) prior to the fifth anniversary of the Cut-off Date,
the Fraud Loss Coverage Amount will be reduced to an amount equal to the
lesser of (i) 1% of the aggregate Stated Principal Balance of the Mortgage
Loans in Loan Group II, Loan Group III and Loan Group V and (ii) the excess of
the Fraud Loss Coverage Amount as of the preceding anniversary of the Cut-off
Date (or, in the case of the first such anniversary, as of the Cut-off Date)
over the cumulative amount of Fraud Losses on the Mortgage Loans allocated to
the Group D-B Certificates since such preceding anniversary or the Cut-off
Date, as the case may be, and (b) on the fifth anniversary of the Cut-off
Date, to zero.
Fraud Loss Coverage Termination Date: The point in time at which the
applicable Fraud Loss Coverage Amount is reduced to zero.
Fraud Losses: Realized Losses on the Mortgage Loans in Loan Group I,
Loan Group II, Loan Group III and Loan Group V as to which a loss is sustained
by reason of a default arising from fraud, dishonesty or misrepresentation in
connection with the related Mortgage Loan, including a loss by reason of the
denial of coverage under any related Primary Mortgage Insurance Policy because
of such fraud, dishonesty or misrepresentation.
FSA: Financial Security Assurance Inc., a New York stock insurance
company, or any successor thereto.
FSA Contact Persons: Collectively, the officers designated by the
Master Servicer and each Servicer to provide information to FSA pursuant to
Section 4.03(l).
FSA Default: As defined in Section 4.03(l).
FSA Premium: With respect to any Distribution Date, an amount equal
to 1/12th of the product of (a) the sum of the Class Principal Balances of the
Class IV-A-1 Certificates as of such Distribution Date (prior to giving effect
to any distributions thereon on such Distribution Date) and (b) the Premium
Percentage.
FSA Reimbursement Amount: The sum of (i) all amounts paid by FSA
under the Certificate Insurance Policy which have not been previously
reimbursed, (ii) all unpaid FSA Premiums, and (iii) interest on the foregoing
at the Late Payment Rate.
GreenPoint: GreenPoint Mortgage Funding, Inc., and its successors
and assigns.
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GreenPoint Loans: The Mortgage Loans identified as such on the
Mortgage Loan Schedule for which GreenPoint is the applicable Seller.
GreenPoint Mortgage Loan Purchase Agreement: That certain mortgage
loan purchase agreement dated as of October 1, 2001, between DLJMC, as
purchaser, and GreenPoint, as seller, of the GreenPoint Loans.
GreenPoint Serviced Mortgage Loan: The Mortgage Loans, identified as
such in the Mortgage Loan Schedule, for which GreenPoint is the applicable
Servicer.
Group: When used with respect to the Mortgage Loans, any of Group I,
Group II, Group III, Group IV or Group V or with respect to the Certificates,
the Class or Classes of Certificates that relate to the corresponding Group or
Groups.
Group D-B Component Balance: With respect to each of the group II,
group III and group V mortgage loans, the excess, if any, of the then
outstanding aggreate Stated Principal Balance of the mortgage loans inthat
loan group (less the applicable Class P Fraction of any applicable Class P
Mortgage Loan) over the then outstanding aggregate Class Principal Blance of
the senior certificates leass the applicable Class P Fraction of any
applicable Class P Mortgage Loan in such group.
Group I: With respect to the Mortgage Loans, the pool of fixed rate
Mortgage Loans identified in the related Mortgage Loan Schedule as having been
assigned to Group I or with respect to the Certificates, the Class I-A-1,
Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-6, Class I-A-7,
Class I-A-8, Class I-A-9, Class I-A-10, Class I-A-11, Class I-A-12, Class
I-A-13, Class I-A-14, Class I-A-15, Class I-A-16, Class I-A-17, Class I-X,
Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5 and Class
I-B-6 Certificates.
Group I Excess Interest Rate: For any Distribution Date, a per annum
rate equal to the excess of (a) the weighted average of the Net Mortgage Rates
(by principal balance) of the Premium Rate Mortgage Loans in Loan Group I over
(b) 6.75%.
Group I Priority Amount: For any Distribution Date, the sum of the
Class I-A-4 Priority Amount and the Class I-A-15 Priority Amount.
Group I Senior Certificates: The Class I-A-1, Class I-A-2, Class
I-A-3, Class I-A-4, Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-8, Class
I-A-9, Class I-A-10, Class I-A-11, Class I-A-12, Class I-A-13, Class I-A-14,
Class I-A-15, Class I-A-16, Class I-A-17 and Class I-X Certificates.
Group I Senior Liquidation Amount: As to any Distribution Date, the
aggregate, for each Mortgage Loan in Loan Group I which became a Liquidated
Mortgage Loan during the related Collection Period, of the lesser of (i) the
Group I Senior Percentage of the Stated Principal Balance of such Mortgage
Loan (exclusive of the Class I-P Fraction of that balance, with respect to any
Class I-P Mortgage Loan) and (ii) the Senior Prepayment Percentage of the
Liquidation Principal with respect to such Mortgage Loan.
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Group I Senior Percentage: As to any Distribution Date, the
percentage equivalent of a fraction the numerator of which is the aggregate of
the Class Principal Balances of the Group I Senior Certificates immediately
prior to such Distribution Date and the denominator of which is the aggregate
of the Stated Principal Balances of the Mortgage Loans in Loan Group I less
the Class I-P Fraction of the Class I-P Mortgage Loans, as of the first day of
the related Due Period; provided, however, in no event will the Group I Senior
Percentage exceed 100%.
Group I Senior Principal Distribution Amount: As to any Distribution
Date, the sum of (i) the Group I Senior Percentage of the Principal Payment
Amount (exclusive of the portion attributable to the Class I-P Principal
Distribution Amount) for Loan Group I, (ii) the Senior Prepayment Percentage
of the Principal Prepayment Amount (exclusive of the portion attributable to
the Class I-P Principal Distribution Amount) for Loan Group I, and (iii) the
Group I Senior Liquidation Amount.
Group I Subordinate Percentage: For any Distribution Date, the
excess of 100% over the Group I Senior Percentage.
Group II: With respect to the Mortgage Loans, the pool of fixed rate
Mortgage Loans identified in the related Mortgage Loan Schedule as having been
assigned to Group II or with respect to the Certificates, the Class II-A-1,
Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5 and Class AR
Certificates.
Group II Excess Interest Amount: For any Distribution Date, the
amount equal to the product of the Group II Excess Interest Rate and the
Stated Principal Balance of the Mortgage Loans in Loan Group II as of the
second preceding Due Date after giving effect to Scheduled Payments for such
Due Date, whether or not received, or for the initial Distribution Date, the
Cut-off Date.
Group II Excess Interest Rate: For any Distribution Date, a per
annum rate equal to the excess of (a) the weighted average of the Net Mortgage
Rates (by principal balance) of the Premium Rate Mortgage Loans in Loan Group
II over (b) 7.00%.
Group II Senior Certificates: The Class II-A-1, Class II-A-2, Class
II-A-3, Class II-A-4, Class II-A-5 and Class AR Certificates.
Group II Senior Liquidation Amount: As to any Distribution Date, the
aggregate, for each Mortgage Loan in Loan Group II which became a Liquidated
Mortgage Loan during the related Collection Period, of the lesser of (i) the
Group II Senior Percentage of the Stated Principal Balance of such Mortgage
Loan (exclusive of the Class II-P Fraction of that balance, with respect to
any Class II-P Mortgage Loan) and (ii) the Senior Prepayment Percentage of the
Liquidation Principal with respect to such Mortgage Loan.
Group II Senior Percentage: As to any Distribution Date, the
percentage equivalent of a fraction the numerator of which is the aggregate of
the Class Principal Balances of the Group II Senior Certificates immediately
prior to such Distribution Date and the denominator of which is the aggregate
of the Stated Principal Balances of the Mortgage Loans in Loan Group II less
the Class II-P Fraction of the Class II-P Mortgage Loans, as of the first day
of
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the related Due Period; provided, however, in no event will the Group II
Senior Percentage exceed 100%.
Group II Senior Principal Distribution Amount: As to any
Distribution Date, the sum of (i) the Group II Senior Percentage of the
Principal Payment Amount (exclusive of the portion attributable to the Class
II-P Principal Distribution Amount) for Loan Group II, (ii) the Senior
Prepayment Percentage of the Principal Prepayment Amount (exclusive of the
portion attributable to the Class II-P Principal Distribution Amount) for Loan
Group II, and (iii) the Group II Senior Liquidation Amount.
Group II Subordinate Percentage: For any Distribution Date, the
excess of 100% over the Group II Senior Percentage.
Group III: With respect to the Mortgage Loans, the pool of fixed
rate Mortgage Loans identified in the related Mortgage Loan Schedule as having
been assigned to Group III or with respect to the Certificates, the Class
III-A-1, Class III-A-2, Class III-A-3 and Class III-X Certificates.
Group III Senior Certificates: The Class III-A-1, Class III-A-2,
Class III-A-3 and Class III-X Certificates.
Group IV: With respect to the Mortgage Loans, the pool of fixed rate
Mortgage Loans identified in the related Mortgage Loan Schedule as having been
assigned to Group IV or with respect to the Certificates, the Class IV-A-1,
Class IV-A-IO, Class IV-M-1 and Class IV-X Certificates.
Group IV Adjusted Net WAC Rate: For any Distribution Date, the Net
Wac Rate of the Group IV Mortgage Loans less the Net Wac Rate of the LTC NAS
Interests identified in the Preliminary Statement in the table captioned
"Lower Tier REMIC-C Interests."
Group IV Excess Interest Amount: For any Distribution Date, the
amount equal to the product of the Group IV Excess Interest Rate and the
Stated Principal Balance of the Mortgage Loans in Loan Group IV as of the
second preceding Due Date after giving effect to Scheduled Payments for such
Due Date, whether or not received, or for the initial Distribution Date, the
Cut-off Date.
Group IV Senior Certificates: The Class IV-A-1 and IV-A-IO
Certificates.
Group IV Senior Enhancement Percentage: For any Distribution Date,
the fraction, expressed as a percentage, the numerator of which is the sum of
the Class Principal Balance of the Class IV-M-1 Certificates and the
Overcollateralization Amount (which, for purposes of this definition only,
shall not be less than zero), in each case after giving effect to payments on
such Distribution Date (assuming no Trigger Event has occurred), and the
denominator of which is the Aggregate Loan Group Balance for Loan Group IV for
such Distribution Date.
Group IV Senior Liquidation Amount: As to any Distribution Date, the
aggregate, for each Mortgage Loan in Loan Group IV which became a Liquidated
Mortgage
36
Loan during the related Collection Period, of the lesser of (i) the Group IV
Senior Percentage of the Stated Principal Balance of such Mortgage Loan and
(ii) the Senior Prepayment Percentage of the Liquidation Principal with
respect to such Mortgage Loan.
Group IV Senior Percentage: As to any Distribution Date, the
percentage equivalent of a fraction the numerator of which is the aggregate of
the Certificate Principal Balances of the Group IV Senior Certificates
immediately prior to such Distribution Date and the denominator of which is
the aggregate of the Stated Principal Balances of the Mortgage Loans in Loan
Group IV as of the first day of the related Due Period; provided, however, in
no event will the Group IV Senior Percentage exceed 100%.
Group IV Senior Principal Distribution Amount: As to any
Distribution Date, the sum of (i) the Group IV Senior Percentage of the
Principal Payment Amount for Loan Group IV, (ii) the Senior Prepayment
Percentage of the Principal Prepayment Amount for Loan Group IV, and (iii) the
Group IV Senior Liquidation Amount.
Group IV Subordinate Certificates: The Class IV-M-1 and Class IV-X
Certificates.
Group IV Subordinate Percentage: For any Distribution Date, the
excess of 100% over the Group IV Senior Percentage.
Group V: With respect to the Mortgage Loans, the pool of fixed rate
Mortgage Loans identified in the related Mortgage Loan Schedule as having been
assigned to Group V or with respect to the Certificates, the Class V-A-1 and
Class V-A-2 Certificates.
Group V Senior Certificates: The Class V-A-1 and Class V-A-2
Certificates.
Group V Senior Liquidation Amount: As to any Distribution Date, the
aggregate, for each Mortgage Loan in Loan Group V which became a Liquidated
Mortgage Loan during the related Collection Period, of the lesser of (i) the
Group V Senior Percentage of the Stated Principal Balance of such Mortgage
Loan and (V) the Senior Prepayment Percentage of the Liquidation Principal
with respect to such Mortgage Loan.
Group V Senior Percentage: As to any Distribution Date, the
percentage equivalent of a fraction the numerator of which is the aggregate of
the Class Principal Balances of the Group V Senior Certificates immediately
prior to such Distribution Date and the denominator of which is the aggregate
of the Stated Principal Balances of the Mortgage Loans in Loan Group V ;
provided, however, in no event will the Group V Senior Percentage exceed 100%.
Group V Senior Principal Distribution Amount: As to any Distribution
Date, the sum of (i) the Group V Senior Percentage of the Principal Payment
Amount for Loan Group V, (V) the Senior Prepayment Percentage of the Principal
Prepayment Amount for Loan Group V, and (Vi) the Group V Senior Liquidation
Amount.
Group V Subordinate Percentage: For any Distribution Date, the
excess of 100% over the Group V Senior Percentage.
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Indirect Participants: Entities, such as banks, brokers, dealers and
trust companies, that clear through or maintain a custodial relationship with
a Participant, either directly or indirectly.
Individual Class I-A-10 or Class I-A-11 Certificate: Any Class
I-A-10 or Class I-A-11 Certificate with a $1,000 Certificate Balance.
Initial Bankruptcy Loss Coverage Amount: With respect to the Group
I-B Certificates, $150,004. With respect to the Group D-B Certificates,
$231,115.
Initial Class Principal Balance: As set forth in the Preliminary
Statement.
Insolvency Proceeding: As defined in Section 4.03(h).
Insurance Policy: With respect to any Mortgage Loan included in the
Trust Fund, any Mortgage Guaranty Insurance Policy, the MGIC PMI Policy, any
standard hazard insurance policy, flood insurance policy or title insurance
policy, including all riders and endorsements thereto in effect, including any
replacement policy or policies for any Insurance Policies.
Insurance Proceeds: Proceeds of any primary mortgage guaranty
insurance policies, including, without limitation, the MGIC PMI Policy and any
other Insurance Policies with respect to the Mortgage Loans, to the extent
such proceeds are not applied to the restoration of the related Mortgaged
Property or released to the Mortgagor in accordance with the Master Servicer
or a Servicer's normal servicing procedures.
Interest Determination Date: With respect to the LIBOR Certificates
and for each Accrual Period, the second LIBOR Business Day preceding the
commencement of such Accrual Period.
Interest Distribution Amount: With respect to any Distribution Date
and interest-bearing Class of Group I Certificates, Group II Certificates,
Group III Certificates and Group V Certificates, the sum of (i) one month's
interest accrued during the related Accrual Period at the applicable
Pass-Through Rate for such Class on the related Class Principal Balance or
Class Notional Amount, as applicable, subject to reduction pursuant to Section
4.01I(d), and (ii) any Class Unpaid Interest Amounts for such Class and
Distribution Date.
Interest Rate: With respect to each Subsidiary REMIC Interest, the
applicable rate set forth or calculated in the manner described in the
Preliminary Statement.
Interest Rate Hedge Account: The separate Eligible Account created
and initially maintained by the Trust Administrator pursuant to Section 4.08
in the name of the Trust Administrator for the benefit of the
Certificateholders and designated "The Chase Manhattan Bank in trust for
registered holders of Credit Suisse First Boston Mortgage Securities Corp.,
Mortgage Pass-Through Certificates, Series 2001-26." The Interest Rate Hedge
Account will be an "outside reserve fund" within the meaning of Treasury
regulation Section 1.860G-2(h) established and maintained pursuant to Section
4.09. The Interest Rate Hedge Account is not an asset of any REMIC. Ownership
of the Interest Rate Hedge Account is evidenced by the Class IV-X
Certificates.
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Interest Rate Hedge Agreement: The Interest Rate Cap Agreement and
the Interest Rate Collar Agreement.
Interest Rate Hedge Agreement Counterparty: Credit Suisse First
Boston International.
Interest Rate Cap Agreement: Collectively, the ISDA Master Agreement
(including the Schedule thereto and the transaction evidenced by the
Confirmation by and between the Trustee and the Interest Hedge Agreement
Counterparty), forms of which are attached hereto as Exhibit T-1.
Interest Rate Cap Agreement Termination Date: The Distribution Date
in December 2003, after any required payment is made.
Interest Rate Collar Agreement: Collectively, the ISDA Master
Agreement (including the Schedule thereto and the transaction evidenced by the
Confirmation by and between the Trustee and the Interest Hedge Agreement
Counterparty), forms of which are attached hereto as Exhibit T-2.
Interest Rate Collar Agreement Termination Date: The Distribution
Date in February 2016, after any required payment is made.
Interest Remittance Amount: For any Distribution Date and the
Mortgage Loans in Loan Group IV, an amount equal to the sum of (1) all
interest collected (other than Payaheads) or advanced in respect of Scheduled
Payments on the Mortgage Loans in Loan Group IV during the related Collection
Period, the interest portion of Payaheads previously received and intended for
application in the related Collection Period and interest portion of all
Payoffs (net of Payoff Interest for such Distribution Date) and Curtailments
received on the Mortgage Loans during the related Prepayment Period, less (x)
the applicable Servicing Fees, Master Servicing Fees and Lender PMI Fees with
respect to such Mortgage Loans and (y) unreimbursed Advances, Nonrecoverable
Advances and other amounts due to the applicable Servicer, the Master Servicer
or the Trust Administrator with respect to such Mortgage Loans, to the extent
allocable to interest, (2) all Compensating Interest Payments paid by the
Servicers or the Master Servicer with respect to the Mortgage Loans in Loan
Group IV with respect to the related Prepayment Period, (3) the portion of any
Substitution Adjustment Amount or Purchase Price paid with respect to such
Mortgage Loans during the related Collection Period allocable to interest, (4)
all Net Liquidation Proceeds and any other recoveries (net of unreimbursed
Advances, Servicing Advances and expenses, to the extent allocable to
interest, and unpaid Servicing Fees and Master Servicing Fees) collected with
respect to the Mortgage Loans in Loan Group IV during the related Collection
Period, to the extent allocable to interest and (5) the Group II Excess
Interest Amount for such Distribution Date.
Interest Shortfall: For any Distribution Date and the Mortgage Loans
in Loan Group IV, an amount equal to the aggregate shortfall, if any, in
collections of interest (adjusted to the related Net Mortgage Rate) on
Mortgage Loans in Loan Group IV resulting from (a) Principal Prepayments
received during the related Prepayment Period and (b) interest
39
payments on certain of the Mortgage Loans in Loan Group IV being limited
pursuant to the provisions of the Soldiers' and Sailors' Civil Relief Act of
1940.
Investment Account: The commingled account (which shall be
commingled only with investment accounts related to series of pass-through
certificates with a class of certificates which has a rating equal to the
highest of the Ratings of the Certificates maintained by WMMSC in the trust
department of the Investment Depository pursuant to Section 3.05.
Investment Depository: The Chase Manhattan Bank, New York, New York
or another bank or trust company designated from time to time by WMMSC. The
Investment Depository shall at all times be an Eligible Institution.
ISDA: International Swaps and Derivatives Association, Inc.
ISDA Master Agreement: The Master Agreement dated as of the Closing
Date between the Trustee and the Interest Rate Hedge Agreement Counterparty,
including the Schedules thereto.
Late Payment Rate: The lesser of (a) the greater of (i) the per
annum rate of interest, publicly announced from time to time by The Chase
Manhattan Bank at its principal office in New York, New York, as its prime or
base lending rate (any change in such rate of interest to be effective on the
date such change is announced by The Chase Manhattan Bank) plus 3%, and (ii)
the then applicable highest rate of interest on the Class IV-A-1 Certificates
and (b) the maximum rate permissible under applicable usury or similar laws
limiting interest rates. The Late Payment Rate shall be computed on the basis
of the actual number of days elapsed over a year of 360 days.
Lender PMI Fee: As to each Lender PMI Mortgage Loan and any
Distribution Date, an amount equal to one month's interest at the Lender PMI
Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date
in the month of such Distribution Date (prior to giving effect to any
Scheduled Payments due on such Mortgage Loan on such Due Date).
Lender PMI Mortgage Loan: Those Mortgage Loans indicated on the
Mortgage Loan Schedule as to which the lender (rather than the borrower)
acquires the Primary Insurance Policy and charges the related borrower an
interest premium.
Lender PMI Rate: With respect to Lender PMI Mortgage Loan, the per
annum rate specified on the Mortgage Loan Schedule.
LIBOR Business Day: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which banking institutions in the State of New York or in the
city of London, England are required or authorized by law to be closed.
LIBOR Certificates: As specified in the Preliminary Statement.
Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) which was liquidated in
the calendar month preceding the month of such Distribution Date and as to
which the Master Servicer or a Servicer
40
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.
Liquidation Expenses: Customary and reasonable "out of pocket"
expenses incurred by the Master Servicer or a Servicer (or the related
Sub-Servicer) in connection with the liquidation of any defaulted Mortgage
Loan and not recovered by the Servicer (or the related Sub-Servicer) under a
Primary Mortgage Insurance Policy for reasons other than such Servicer's
failure to comply with Section 3.09 hereof, such expenses including, without
limitation, legal fees and expenses, any unreimbursed amount expended by the
Master Servicer or a Servicer pursuant to Section 3.11 hereof respecting the
related Mortgage and any related and unreimbursed expenditures for real estate
property taxes or for property restoration or preservation to the extent not
previously reimbursed under any hazard insurance policy for reasons other than
such Servicer's failure to comply with Section 3.11 hereof.
Liquidation Principal: As to any Distribution Date and a Loan Group,
the principal portion of Liquidation Proceeds received with respect to each
Mortgage Loan in that Loan Group which became a Liquidated Mortgage Loan (but
not in excess of the principal balance thereof) during the preceding calendar
month.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise
or amounts received in connection with any condemnation or partial release of
a Mortgaged Property related to a Mortgage Loan and any other proceeds
received in connection with an REO Property.
Living Holders: Holders of the Class I-A-10 or Class I-A-11
Certificates, other than the Deceased Holders.
Loan Group: Any of Loan Group I, Loan Group II, Loan Group III or
Loan Group IV, as applicable.
Loan Group I: All Mortgage Loans identified as Loan Group I Mortgage
Loans on the Mortgage Loan Schedule.
Loan Group II: All Mortgage Loans identified as Loan Group II
Mortgage Loans on the Mortgage Loan Schedule.
Loan Group III: All Mortgage Loans identified as Loan Group III
Mortgage Loans on the Mortgage Loan Schedule.
Loan Group IV: All Mortgage Loans identified as Loan Group IV
Mortgage Loans on the Mortgage Loan Schedule.
Loan Group V: All Mortgage Loans identified as Loan Group V Mortgage
Loans on the Mortgage Loan Schedule.
41
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the Stated Principal Balance of the
related Mortgage Loan at the date of determination and the denominator of
which is the Appraised Value of the Mortgaged Property or, in the case of a
Qualified Substitute Mortgage Loan, is the appraised value of the Mortgaged
Property based upon an appraisal made within 180 days prior to the date of
substitution of such Qualified Substitute Mortgage Loan for a Deleted Mortgage
Loan.
Lost Mortgage Note: Any Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Master REMIC: As described in the Preliminary Statement.
Master REMIC Rounding Account Regular Interests: Two principal only,
uncertificated REMIC Regular interests issued by the Master REMIC to Credit
Suisse First Boston Corporation, each in the amount of $999.99, one of which
corresponds to the rights of Credit Suisse First Boston Corporation in the
Class I-A-10 Rounding Account and one of which corresponds to the rights of
Credit Suisse First Boston Corporation in the Class I-A-11 Rounding Account.
Master Serviced Mortgage Loans: The Mortgage Loans directly serviced
by an entity other than GreenPoint, Vesta or WMMSC.
Master Servicer: Chase Manhattan Mortgage Corporation, a New Jersey
corporation, its successors and assigns.
Master Servicing Fee: As to each Mortgage Loan and any Distribution
Date, an amount equal to one month's interest at the Master Servicing Fee Rate
on the Stated Principal Balance of such Mortgage Loan calculated as of the
first day of the related Due Period, subject to reduction as provided in
Section 3.14.
Master Servicing Fee Rate: As to each Mortgage Loan, a per annum
rate equal to 0.0075%.
Maximum Interest Rate: For any Distribution Date, an annual rate
equal to the weighted average Net Mortgage Rate of the group IV mortgage loans
as of the first day of the related Collection Period plus (a) for any
Distribution Date on or prior to the Distribution Date in December 2003, the
fraction, expressed as a percentage, the numerator of which is the amount paid
under the Interest Rate Cap Agreement, if any, on such Distribution Date and
the denominator of which is the Class Principal Balance of the Class IV-A-1
Certificates immediately prior to such distribution date multiplied by 12, (b)
for any Distribution Date after the December 2003 Distribution Date an on or
prior to the February 2016 Distribution Date, a fraction, expressed as a
percentage, the numerator of which is the amount paid under the Interest Rate
Collar Agreement, if any, on such Distribution Date and the denominator of
which is the Class Principal Balance fo the Class IV-A-1 Certificates
immeidiately prior to such Distribution Date multiplied by 12 or (c) for any
distribution date after February 2016, zero.
MGIC PMI Fee: As to each MGIC PMI Mortgage Loan and any Distribution
Date, an amount equal to one month's interest at the MGIC PMI Fee Rate on the
Stated Principal
42
Balance of such MGIC PMI Mortgage Loan as of the Due Date in the month of such
Distribution Date (prior to giving effect to any Scheduled Payment due on such
MGIC PMI Mortgage Loan on such Due Date).
MGIC PMI Fee Rate: With respect to each MGIC PMI Mortgage Loan, the
per annum rate equal to 0.36%.
MGIC PMI Mortgage Loan: Those Mortgage Loans identified on the
Mortgage Loan Schedule as to which the MGIC PMI Policy provides coverage.
MGIC PMI Policy: The mortgage guaranty insurance policy issued by
Mortgage Guaranty Insurance Corporation, the form of which is attached hereto
as Exhibit S.
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: For any Distribution Date, the excess of
the Interest Remittance Amount after the application of items (i) through (iv)
in the distribution thereof, pursuant to Section 4.01 II(d).
Moody's: ▇▇▇▇▇'▇ Investors Service, Inc. or any successor thereto.
Mortgage: With respect to a Mortgage Loan, the mortgage, deed of
trust or other instrument creating a first lien on a fee simple or leasehold
estate in real property securing a Mortgage Note.
Mortgage File: For each Mortgage Loan, the Trustee Mortgage File and
the Servicer Mortgage File.
Mortgage Guaranty Insurance Policy: Each policy of primary mortgage
guaranty insurance or any replacement policy therefor with respect to any
Mortgage Loan.
Mortgage Loans: Such of the mortgage loans transferred and assigned
to the Trustee pursuant to the provisions hereof as from time to time are held
as a part of the Trust Fund (including any REO Property), the mortgage loans
so held being identified in the Mortgage Loan Schedule, notwithstanding
foreclosure or other acquisition of title of the related Mortgaged Property.
Mortgage Loan Purchase Agreement: That certain mortgage loan
purchase agreement dated as of October 1, 2001, between DLJMC, as purchaser,
and WMMSC, as seller, of the WMMSC Loans.
Mortgage Loan Purchase Price: The price, calculated as set forth in
Section 10.01, to be paid in connection with the purchase of the Mortgage
Loans pursuant to an Optional Termination of the Trust Fund.
43
Mortgage Loan Schedule: The list of Mortgage Loans (as from time to
time amended by the applicable Seller to reflect the addition of Qualified
Substitute Mortgage Loans and the purchase of Mortgage Loans pursuant to
Section 2.02 or 2.03) transferred to the Trustee as part of the Trust Fund and
from time to time subject to this Agreement, attached hereto as Schedule I,
setting forth the following information with respect to each Mortgage Loan and
applicable Servicer by Loan Group:
1. the Mortgage Loan identifying number;
2. the Mortgagor's name;
3. the street address of the Mortgaged Property including the state and
zip code;
4. a code indicating the type of Mortgaged Property and the occupancy
status.
5. the original months to maturity or the remaining months to maturity
from the Cut-off Date, in any case based on the original
amortization schedule and, if different, the maturity expressed in
the same manner but based on the actual amortization schedule;
6. the Loan-to-Value Ratio at origination;
7. the Mortgage Rate as of the Cut-off Date;
8. the stated maturity date;
9. the amount of the Scheduled Payment as of the Cut-off Date;
10. the original principal amount of the Mortgage Loan;
11. the principal balance of the Mortgage Loan as of the close of
business on the Cut-off Date, after deduction of payments of
principal due on or before the Cut-off Date whether or not collected
(and in the case of the November Loans, after deduction of the
principal portion of the November 1, 2001 scheduled monthly
payments);
12. a code indicating the purpose of the Mortgage Loan (i.e., purchase,
rate and term refinance, equity take-out refinance);
13. whether such Mortgage Loan has a Prepayment Penalty;
14. whether such Mortgage Loan is a MGIC PMI Mortgage Loan;
15. the Expense Fee Rate as of the Cut-off Date;
16. the Servicing Fee Rate and the Master Servicing Fee Rate;
17. whether such Mortgage Loan is a DLJ Loan, a GreenPoint Loan or a
WMMSC Loan;
44
18. whether such Mortgage Loan is a WMMSC Serviced Mortgage Loan, a
Vesta Serviced Mortgage Loan, a GreenPoint Serviced Mortgage Loan or
an RBMG Master Serviced Loan; and
19. a code indicating whether the Mortgage Loan is a Lender PMI Mortgage
Loan and, in the case of any Lender PMI Mortgage Loan, a percentage
representing the amount of the related Lender PMI Rate.
With respect to the Mortgage Loans in the aggregate, each Mortgage Loan
Schedule shall set forth the following information, as of the Cut-off
Date:
(i) the number of Mortgage Loans;
(ii) the current aggregate principal balance of the Mortgage
Loans as of the close of business on the Cut-off Date, after deduction of
payments of principal due on or before the Cut-off Date whether or not
collected; and
(iii) the weighted average Mortgage Rate of the Mortgage Loans.
Mortgage Note: The original executed note or other evidence of the
indebtedness of a Mortgagor under a Mortgage Loan.
Mortgage Rate: The annual rate of interest borne by a Mortgage Note.
Mortgaged Property: The underlying real property securing a Mortgage
Loan.
Mortgagor: The obligor on a Mortgage Note.
MR Interest: The sole class of "residual interest" in the Master
REMIC.
Net Excess Spread: With respect to any Distribution Date and Loan
Group IV, a fraction, expressed as a percentage, the numerator of which is
equal to the excess of (x) the aggregate Stated Principal Balance for such
Distribution Date of the Mortgage Loans in that Loan Group, multiplied by the
Net WAC Rate for such Loan Group over (y) the Interest Remittance Amount for
such Loan Group for such Distribution Date, and the denominator of which is an
amount equal to the Aggregate Loan Group Balance for such Distribution Date of
the Mortgage Loans in such Loan Group, multiplied by the actual number of days
elapsed in the related Accrual Period divided by 360.
Net Funds Cap: For any Distribution Date, will be the lesser of (a)
annual rate equal to a fraction expressed as a percentage, the numerator of
which is the product of (1) the Optimal Interest Remittance Amount for such
date less the Current Interest for the Class IV-A-IO Certificates for such
date and (2) 12, and the denominator of which is the Aggregate Loan Balance
for the immediately preceding Distribution Date and (b) 8.50% per annum.
Net Liquidation Proceeds: With respect to any Liquidated Mortgage
Loan, the excess of the related Liquidation Proceeds over the sum of
Liquidation Expenses, Expense Fees and unreimbursed Advances and Servicing
Advances.
45
Net Mortgage Rate: As to each Mortgage Loan, and at any time, the
per annum rate equal to the Mortgage Rate for such Mortgage Loan less the sum
of (a) the related Expense Fee Rate; and (b) in the case of a Group IV
Mortgage Loan, the FSA Premium expressed as a per annum rate with respect to
the Principal Balance of such Group IV Mortgage Loan.
Net WAC Rate: As to any Distribution Date and Loan Group, a rate
equal to the weighted average of the Net Mortgage Rates on the Mortgage Loans
in such Loan Group as of the second preceding Due Date after giving effect to
payments due on such Due Date, whether or not received, weighted on the basis
of the Stated Principal Balances as of such date reduced by, in the case of
Group II, the related Excess Interest Rate. In addition, for any purpose for
which the Net WAC Rate is calculated, the interest rate on the Mortgage Loans
shall be appropriately adjusted to account for the difference between any
counting convention used with respect to the Mortgage Loans and any counting
convention used with respect to a REMIC regular interest
Net Prepayment Interest Shortfalls: As to any Distribution Date, the
amount by which the aggregate of Prepayment Interest Shortfalls during the
related Prepayment Period exceeds the Compensating Interest Payment for such
Distribution Date.
1933 Act: The Securities Act of 1933, as amended.
Nonrecoverable Advance: Any portion of an Advance or Servicing
Advance previously made or proposed to be made by the Master Servicer or a
Servicer that, in the good faith judgment of the Master Servicer or a
Servicer, will not be ultimately recoverable by the Master Servicer or a
Servicer from the related Mortgagor, related Liquidation Proceeds or
otherwise.
Notional Amount Certificates: As specified in the Preliminary
Statement.
November Loans: The 61 Mortgage Loans in Loan Group I and identified
on Schedule IA attached hereto, which have an October 9, 2001 Cut-off Date and
for which the Trust does not own the November 1, 2001 scheduled monthly
payments.
Offered Certificates: As specified in the Preliminary Statement.
Officer's Certificate: A certificate signed by the Chairman of the
Board, any Vice Chairman of the Board, the President, an Executive Vice
President, Senior Vice President, a Vice President, or other authorized
officer, the Treasurer, the Secretary, or one of the Assistant Treasurers or
Assistant Secretaries of the Depositor, the Sellers, the Servicers, a
Sub-Servicer, the Master Servicer, the Special Servicer, the Trustee or the
Trust Administrator, as the case may be, and delivered to the Depositor, the
Sellers, the Servicers, the Master Servicer, the Special Servicer, the Trustee
or the Trust Administrator, as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be counsel
for the Depositor, the Master Servicer or a Servicer, reasonably acceptable to
the Trustee and the Trust Administrator. With respect to the definition of
Eligible Account in this Article I and Sections 2.05 and 7.04 hereof and any
opinion dealing with the qualification of the REMIC or compliance with the
REMIC Provisions, such counsel must (i) in fact be independent of the
Depositor, the Master Servicer and such Servicer, (ii) not have any direct
financial interest in the
46
Depositor, the Master Servicer or such Servicer or in any affiliate of any of
them and (iii) not be connected with the Depositor, the Master Servicer or
such Servicer as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions.
Optimal Interest Remmittance Amount : For any Distribution Date, the
excess of (i) the product of (1) (x) the weighted average Net Mortgage Rate of
the Mortgage Loans in Group IV as of the first day of the related Collection
Period less the product of (a) the Premium Percentage multiplied by (b) the
Class Principal Balance of the Class IV-A-1 Certificates, divided by the
Aggregate Loan Balance, divided by (y) 12 and (2) the applicable Aggregate
Loan Balance for the immediately preceding Distribution Date, over (ii) any
expenses that reduce the Interest Remittance Amount that did not arise as a
result of a default or delinquency of the Mortgage Loans in Group IV.
Optional Termination: The purchase of the Mortgage Loans pursuant to
Section 11.01.
Optional Termination Date: The date fixed for the purchase of the
Mortgage Loans pursuant to Section 11.01.
OTS: The Office of Thrift Supervision.
Outsourcer: As defined in Section 3.02.
Overcollateralization Amount: For any Distribution Date, an amount
equal to the amount, if any, by which (x) the Aggregate Loan Group Balance for
Loan Group IV for such Distribution Date exceeds (y) the aggregate Class
Principal Balance of the Group IV Certificates after giving effect to payments
on such Distribution Date.
Overcollateralization Deficiency: For any Distribution Date, 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 Group IV Certificates resulting from the payment of the Principal
Payment Amount on such Distribution Date but prior to allocation of any
Applied Loss Amount on the Group IV Certificates 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 of the related Principal
Remittance Amount for such date is applied on such date in reduction of the
aggregate of the Class Principal Balances of the Group IV Certificates,
exceeds (2) the Targeted Overcollateralization Amount for such date.
Participant: A broker, dealer, bank, other financial institution or
other Person for whom DTC effects book-entry transfers and pledges of
securities deposited with DTC.
47
Pass-Through Entity: (a) a regulated investment company described in
Section 851 of the Code, a real estate investment trust described in Section
856 of the Code, a common trust fund or an organization described in Section
1381(a) of the Code, (b) any partnership, trust or estate or (c) any person
holding a Class A Certificate as nominee for another person.
Pass-Through Rate: For any interest-bearing Class of Certificates,
the per annum rate set forth or calculated in the manner described in the
Preliminary Statement. Interest on the Certificates will be computed on the
basis of a 360-day year comprised of twelve 30-day months.
Payahead: Any Scheduled Payment intended by the related Mortgagor to
be applied in a Collection Period subsequent to the Collection Period in which
such payment was received.
Payoff: Any payment of principal on a Mortgage Loan equal to the
entire outstanding Stated Principal Balance of such Mortgage Loan, if received
in advance of the last scheduled Due Date for such Mortgage Loan and
accompanied by an amount of interest equal to accrued unpaid interest on the
Mortgage Loan to the date of such payment-in-full.
Payoff Earnings: For any Distribution Date with respect to a WMMSC
Serviced Mortgage Loan, on which Payoff was received by WMMSC during the
related Prepayment Period, the aggregate of the interest earned by WMMSC from
investment of each such Payoff from the date of receipt of such Payoff until
the Business Day immediately preceding the related Distribution Date (net of
investment losses). For any Distribution Date with respect to each other
Mortgage Loans, on which a Payoff was received by the Master Servicer during
the related Prepayment Period, the aggregate of the interest earned by the
Master Servicer from investment of each such Payoff from the date of receipt
of such Payoff until the seventh day preceding the Business Day immediately
preceding the related Distribution Date (net of investment losses).
Payoff Interest: For any Distribution Date with respect to each
WMMSC Serviced Mortgage Loan for which a Payoff was received on or after the
first calendar day of the month of such Distribution Date and before the 15th
calendar day of such month, an amount of interest thereon at the applicable
Net Mortgage Rate from the first day of the month of distribution through the
day of receipt thereof; to the extent (together with Payoff Earnings and the
portion of the aggregate Servicing Fee described in clause (i) of the
definition of Compensating Interest payable to WMMSC) not required to be
distributed as Compensating Interest on such Distribution Date, Payoff
Interest shall be payable to WMMSC as additional servicing compensation.
For any Distribution Date with respect to any other Mortgage Loan
for which a Payoff was received on or after the first calendar day of the
month of such Distribution Date and before the 15th calendar day of such
month, an amount of interest thereon at the applicable Net Mortgage Rate from
the first day of the month of distribution through the day of receipt thereof;
to the extent (together with Payoff Earnings and the portion of the aggregate
Servicing Fee described in clause (i) of the definition of Compensating
Interest payable to the Master Servicer) not required to be distributed as
Compensating Interest on such Distribution Date, Payoff Interest shall be
payable to the Master Servicer as additional servicing compensation.
48
Percentage Interest: As to any Certificate, either the percentage
set forth on the face thereof or equal to the percentage obtained by dividing
the Denomination of such Certificate by the aggregate of the Denominations of
all Certificates of the same Class.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government, or any agency or political subdivision thereof.
Physical Certificates: As set forth in the Preliminary Statement.
Planned Balance: With respect to the Class I-A-1, Class I-A-3, Class
I-A-12 and Class I-A-17 Certificates and any Distribution Date appearing on
Schedule V hereto, the applicable amount appearing opposite such Distribution
Date for the aggregate of such classes. With respect to the Class I-A-6 and
Class I-A-14 Certificates and any Distribution Date appearing on Schedule VI
hereto, the applicable amount appearing opposite such Distribution Date for
the aggregate of such classes.
Planned Principal Classes: As specified in the Preliminary
Statement.
Preference Amount: As defined in the Certificate Insurance Policy.
Preference Claim: As defined in Section 4.03(h).
Premium Rate Mortgage Loans: With respect to Loan Group I, the
Mortgage Loans in Loan Group I having Net Mortgage Rates in excess of 6.75%
per annum. With respect to Loan Group II, the Mortgage Loans in Loan Group II
having Net Mortgage Rates in excess of 7.00% per annum. With respect to Loan
Group III, the Mortgage Loans in Loan Group III having Net Mortgage Rates in
excess of 7.80% per annum.
Premium Percentage: 0.07%.
Prepayment Interest Shortfall: As to any Mortgage Loan, Distribution
Date and Principal Prepayment (other than a Principal Prepayment on a WMMSC
Serviced Mortgage Loan, during the period from and including the first day to
and including the 14th day of the month of such Distribution Date) received
during the related Prepayment Period, the difference between (i) one full
month's interest at the applicable Mortgage Rate (giving effect to any
applicable Relief Act Reduction, Debt Service Reduction and Deficient
Valuation), as reduced by the Servicing Fee Rate and the Master Servicing Fee
Rate, on the outstanding principal balance of such Mortgage Loan immediately
prior to such prepayment and (ii) the amount of interest actually received
with respect to such Mortgage Loan in connection with such Principal
Prepayment.
Prepayment Penalty: With respect to any Mortgage Loan, any penalty
required to be paid if the Mortgagor prepays such Mortgage Loan as provided in
the related Mortgage Note or Mortgage.
Prepayment Period: With respect to each Distribution Date and each
Payoff with respect to a WMMSC Serviced Mortgage Loan, the related "Prepayment
Period" will commence
49
on the 15th day of the month preceding the month in which the related
Distribution Date occurs (or, in the case of the first Distribution Date,
commencing on the Cut-off Date or October 9, 2001 with respect to the November
Loans) and will end on the 14th day of the month in which such Distribution
Date occurs. With respect to each Distribution Date and each Payoff or
Curtailment with respect to any other Mortgage Loans, the related "Prepayment
Period" will be the calendar month preceding the month in which the related
Distribution Date occurs. With respect to each Distribution Date and each
Curtailment, the related "Prepayment Period" will be the calendar month
preceding the month in which the related Distribution Date occurs.
Principal Payment Amount: For any Distribution Date and Loan Group
I, Loan Group II, Loan Group III or Loan Group V, the sum of (i) the principal
portion of the Scheduled Payments on the Mortgage Loans in such Loan Group due
on the related Due Date, (ii) the principal portion of repurchase proceeds
received with respect to any Mortgage Loan in such Loan Group which was
repurchased as permitted or required by this Agreement during the related
Prepayment Period and (iii) any other unscheduled payments of principal which
were received on the Mortgage Loans in such Loan Group during the related
Prepayment Period, other than Principal Prepayments or Liquidation Principal.
For any Distribution Date and Loan Group IV, an amount equal to the Principal
Remittance Amount for such date minus the Overcollateralization Release
Amount, if any, for such date.
Principal Prepayment: Any payment of principal on a Mortgage Loan
which constitutes a Payoff or Curtailment.
Principal Prepayment Amount: For any Distribution Date and Loan
Group I, Loan Group II, Loan Group III or Loan Group V, the sum of all
Principal Prepayments relating to the Mortgage Loans in such Loan Group which
were received during the related Prepayment Period.
Principal Remittance Amount: For any Distribution Date and Loan
Group IV, 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 Loan Group IV during the related Collection Period (less unreimbursed
Advances, Nonrecoverable Advances, Servicing Advances and other amounts due to
the Servicers and the Master Servicer with respect to the Mortgage Loans in
Loan Group IV, to the extent allocable to principal) and the principal portion
of Payaheads previously received and intended for application in the related
Collection Period, (2) all Principal Prepayments received during the related
Prepayment Period, (3) the outstanding principal balance of each Mortgage Loan
that was repurchased by the Master Servicer, a Seller or a Servicer, or
purchased by Vesta, during the related Collection Period, (4) the portion of
any Substitution Adjustment Amount paid with respect to any Deleted Mortgage
Loans during the related Collection Period allocable to principal and (5) all
Net Liquidation Proceeds and any other recoveries (net of unreimbursed
Advances, Servicing Advances and other expenses, to the extent allocable to
principal) collected with respect to the Mortgage Loans in Loan Group IV
during the related Collection Period, to the extent allocable to principal.
Principal Transfer Amount: For any Distribution Date and each
Undercollateralized Group, the excess, if any, of the aggregate Class
Principal Balance of the
50
Class A Certificates related to such Undercollateralized Group over the
aggregate Stated Principal Balance of the Mortgage Loans in such group.
Private Certificates: As set forth in the Preliminary Statement.
Pro Rata Allocation: With respect to Excess Losses or Extraordinary
Losses relating to Loan Group II, Loan Group III and Loan Group V, the
allocation of the principal portion of such losses to all Classes of
Certificates (other than the Class A-P Certificates and the Notional Amount
Certificates), pro rata according to their respective Class Principal Balances
in reduction thereof, and the allocation of the interest portion of such
losses to all Classes of Certificates (other than the Class A-P Certificates),
pro rata according to the amount of interest accrued but unpaid on each such
Class, in reduction thereof, and then to such Classes (other than the Class
A-P Certificates and Notional Amount Certificates) pro rata according to their
respective Class Principal Balances in reduction thereof.
Pro Rata Share: As to any Distribution Date and the Class I-B-1,
Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5 and Class I-B-6
Certificates, the portion of the related Subordinate Principal Distribution
Amount allocable to such Class, equal to the product of the related
Subordinate Principal Distribution Amount on such Distribution Date and a
fraction, the numerator of which is the related Class Principal Balance of
such Class and the denominator of which is the aggregate of the Class
Principal Balances of the Group I-B Certificates. As to any Distribution Date
and the Class D-B-1, Class D-B-2, Class D-B-3, Class D-B-4, Class D-B-5 and
Class D-B-6 Certificates, the portion of the related Subordinate Principal
Distribution Amount allocable to such Class, equal to the product of the
related Subordinate Principal Distribution Amount on such Distribution Date
and a fraction, the numerator of which is the related Class Principal Balance
of such Class and the denominator of which is the aggregate of the Class
Principal Balances of the Group D-B Certificates.
Prospectus: The Prospectus, dated October 23, 2001, relating to the
offering by the Depositor from time to time of its Mortgage-Backed
Pass-Through Certificates (Issuable in Series) 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.
Prospectus Supplement: The Prospectus Supplement, dated October 30,
2001, 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.
Purchase Price: With respect to any Mortgage Loan required to be
purchased by a Seller pursuant to Section 2.02 or 2.03 or purchased at the
option of Vesta pursuant to Section 3.11(g), the sum of (i) 100% of the unpaid
principal balance of the Mortgage Loan on the date of such purchase, (ii)
accrued and unpaid interest on the Mortgage Loan at the applicable Mortgage
Rate (reduced by the related Servicing Fee Rate, if the purchaser is also the
Servicer thereof) from the date through which interest was last paid by the
Mortgagor to the Due Date in the month in which the Purchase Price is to be
distributed to Certificateholders and (iii) the amount of any unreimbursed
Servicing Advances made by the Servicer with respect to such Mortgage
51
Loan. With respect to any Mortgage Loan required or allowed to be purchased,
the Servicer or the related Seller, as applicable, shall deliver to the
Trustee and the Trust Administrator an Officer's Certificate as to the
calculation of the Purchase Price.
Qualified Insurer: A mortgage guaranty insurance company duly
qualified as such under the laws of the state of its principal place of
business and each state having jurisdiction over such insurer in connection
with the insurance policy issued by such insurer, duly authorized and licensed
in such states to transact a mortgage guaranty insurance business in such
states and to write the insurance provided by the insurance policy issued by
it, approved as a FNMA- or FHLMC-approved mortgage insurer or having a claims
paying ability rating of at least "AA" or equivalent rating by a nationally
recognized statistical rating organization. Any replacement insurer with
respect to a Mortgage Loan must have at least as high a claims paying ability
rating as the insurer it replaces had on the Closing Date.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by a
Seller for a Deleted Mortgage Loan which must, on the date of such
substitution, as confirmed in a Request for Release, substantially in the form
of Exhibit K (i) have a Stated Principal Balance, after deduction of the
principal portion of the Scheduled Payment due in the month of substitution
(or, in the case of a substitution of more than one mortgage loan for a
Deleted Mortgage Loan, an aggregate principal balance), 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 no greater than (and not more than one year
less than that of) the Deleted Mortgage Loan; and (vi) comply with each
representation and warranty set forth in Section 2.03(b).
Rating Agencies: ▇▇▇▇▇'▇ and S&P, or any successor to either
thereto.
Ratings: As of any date of determination, the ratings, if any, of
the Certificates as assigned by the Rating Agencies.
RBMG: RBMG, Inc., and its successors and assigns.
RBMG Master Serviced Mortgage Loan: A Master Serviced Mortgage Loan
directly serviced by RBMG and identified as such in the Mortgage Loan
Schedule.
Realized Loss: With respect to any Mortgage Loan, (1) with respect
to each Liquidated Mortgage Loan, an amount (not less than zero or more than
the Stated Principal Balance of the Mortgage Loan) as of the date of such
liquidation, equal to (i) the Stated Principal Balance of the Liquidated
Mortgage Loan as of the date of such liquidation, plus (ii) interest at the
applicable Net Mortgage Rate from the related Due Date as to which interest
was last paid or advanced (and not reimbursed) to Certificateholders up to the
related Due Date in the month in which Liquidation Proceeds are required to be
distributed on the Stated Principal Balance of such Liquidated Mortgage Loan
from time to time, minus (iii) the Net Liquidation Proceeds, if any, received
during the month in which such liquidation occurred, to the extent applied as
recoveries of interest at the Net Mortgage Rate and to principal of the
Liquidated Mortgage Loan; (2) for
52
any Mortgage Loan subject to a Deficient Valuation, the excess of the Stated
Principal Balance of that Mortgage Loan over the principal amount as reduced
in connection with the proceedings resulting in the Deficient Valuation; or
(3) for any Debt Service Reduction Mortgage Loan, the present value of all
monthly Debt Service Reductions on the Mortgage Loan, assuming that the
mortgagor pays each Scheduled Payment on the applicable Due Date and that no
Principal Prepayments are received on the Mortgage Loan, discounted at the
applicable Mortgage Rate.
Record Date: With respect to any Distribution Date and the
Certificates other than the LIBOR Certificates held in Book-Entry Form, the
close of business on the last Business Day of the month preceding the month in
which the applicable Distribution Date occurs. With respect to the LIBOR
Certificates that are not Physical Certificates and any Distribution Date, the
close of business on the Business Day immediately preceding such Distribution
Date; provided, however, that following the date on which Definitive
Certificates for a Class of LIBOR Certificates are available pursuant to
Section 5.02, the Record Date shall be the close of business on the last
Business Day of the calendar month immediately preceding the month of such
Distribution Date. The preceding sentences notwithstanding, the Record Date
for the first Distribution Date for all Classes of Certificates shall be
October 1, 2001.
Reference Bank Rate: As to any Accrual Period relating to the LIBOR
Certificates as follows: the arithmetic mean (rounded upwards, if necessary,
to the nearest one sixteenth of a percent) of the offered rates for United
States dollar deposits for one month which are offered by the Reference Banks
as of 11:00 A.M., London time, on the Interest Determination Date prior to the
first day of such Accrual Period to prime banks in the London interbank market
for a period of one month in amounts approximately equal to the aggregate
Class Principal Balance of the LIBOR Certificates (other than the LIBOR
Certificates that are Notional Amount Certificates); provided that at least
two such Reference Banks provide such rate. If fewer than two offered rates
appear, the Reference Bank Rate will be the arithmetic mean of the rates
quoted by one or more major banks in New York City, selected by the Trust
Administrator after consultation with DLJMC, as of 11:00 A.M., New York City
time, on such date for loans in U.S. Dollars to leading European banks for a
period of one month in amounts approximately equal to the aggregate Class
Principal Balance of the LIBOR Certificates (other than the LIBOR Certificates
that are Notional Amount Certificates). If no such quotations can be obtained,
the Reference Bank Rate shall be the Reference Bank Rate applicable to the
preceding Accrual Period.
Reference Banks: Three major banks that are engaged in the London
interbank market, selected by the Trust Administrator after consultation with
DLJMC.
Registration Statement: That certain registration statement on Form
S-3, as amended (Registration No. 333-49820), relating to the offering by the
Depositor from time to time of its Mortgage-Backed Pass-Through Certificates
(Issuable in Series) as heretofore declared effective by the Securities and
Exchange Commission.
Regular Certificates: All of the Certificates other than the Class
AR Certificates.
Reimbursement Amount: The meaning set forth in Section
4.01(II)(a)(iv) hereof.
53
Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.
Relief Act Reductions: With respect to any Distribution Date and any
Mortgage Loan as to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended calendar month as a result of
the application of the Relief Act, the amount, if any, by which (i) interest
collectible on such Mortgage Loan for the most recently ended calendar month
is less than (ii) interest accrued thereon for such month pursuant to the
Mortgage Note.
REMIC: A "real estate mortgage investment conduit", within the
meaning of Section 860D of the Code. Reference herein to REMIC refers to the
Master REMIC, REMIC 3, REMIC 2 and the Subsidiary REMIC, as the context
requires.
REMIC Election: An election, for federal income tax purposes, to
treat certain assets as a REMIC.
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 2: As described in the Preliminary Statement.
REMIC 2 Interest: Any one of the REMIC 2 Regular Interests.
REMIC 2 Regular Interest: Any one of the "regular interests" in
REMIC 2 described in the Preliminary Statement.
REMIC 3: As described in the Preliminary Statement.
REMIC 3 Interest: Any one of the REMIC 3 Regular Interests.
REMIC 3 Regular Interest: Any one of the "regular interests" in
REMIC 3 described in the Preliminary Statement.
REO Property: A Mortgaged Property acquired by the Trust Fund
through foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted Mortgage Loan.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy that is required to be maintained from time to time under
this Agreement in respect of such Mortgage Loan or the related Mortgaged
Property.
Responsible Officer: When used with respect to the Trustee or the
Trust Administrator, shall mean any officer within the corporate trust
department of the Trustee or the Trust Administrator, including any Assistant
Vice President, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, any Trust Officer or any other officer of the Trustee or
the Trust Administrator customarily performing functions similar to those
performed
54
by any of the above designated officers, in each case having direct
responsibility for the administration of this Agreement.
Rolling Three Month Delinquency Rate: For any Distribution Date will
be the fraction, expressed as a percentage, equal to the average of the
Delinquency Rates for each of the three (or one and two, in the case of the
first and second Distribution Dates) immediately preceding months.
Rule 144A: Rule 144A under the 1933 Act, as in effect from time to
time.
S&P: Standard & Poor's Ratings Services, a division of The
▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., or any successor thereto.
Scheduled Final Distribution Date: The Distribution Date in November
2031.
Scheduled Payment: The scheduled monthly payment on a Mortgage Loan
due on any Due Date allocable to principal and/or interest on such Mortgage
Loan pursuant to the terms of the related Mortgage Note Loan.
Seller: DLJMC, GreenPoint or WMMSC, as applicable.
Senior Certificates: As specified in the Preliminary Statement.
Senior Liquidation Amount: The Group I Senior Liquidation Amount,
Group II Senior Liquidation Amount, Group III Senior Liquidation Amount or the
Group V Senior Liquidation Amount, as applicable.
Senior Percentage: The Group I Senior Percentage, the Group II
Senior Percentage, the Group III Senior Percentage or the Group V Senior
Percentage as applicable.
Senior Prepayment Percentage: The Senior Prepayment Percentage for
any Distribution Date occurring during the five years beginning on the first
Distribution Date for each of Loan Group I, Loan Group II, Loan Group III and
Loan Group V will equal 100%. The Senior Prepayment Percentage for any
Distribution Date occurring on or after the fifth anniversary of the first
Distribution Date for each such Loan Group will be as follows: for any
Distribution Date in the first year thereafter, the related Senior Percentage
plus 70% of the related Subordinate Percentage for such Distribution Date; for
any Distribution Date in the second year thereafter, the related Senior
Percentage plus 60% of the related Subordinate Percentage for such
Distribution Date; for any Distribution Date in the third year thereafter, the
related Senior Percentage plus 40% of the related Subordinate Percentage for
such Distribution Date; for any Distribution Date in the fourth year
thereafter, the related Senior Percentage plus 20% of the related Subordinate
Percentage for such Distribution Date; and for any Distribution Date
thereafter, the related Senior Percentage for such Distribution Date (unless
on any of the foregoing Distribution Dates the related Senior Percentage
exceeds the initial related Senior Percentage, in which case the related
Senior Prepayment Percentage will once again equal 100%).
55
Notwithstanding the foregoing no decrease in the reduction to the
Senior Prepayment Percentage for Loan Group I as described above will occur if
as of the first Distribution Date as to which any such decrease applies (i)
the outstanding principal balance of the Group I Mortgage Loans delinquent 60
days or more (averaged over the preceding six month period), as a percentage
of the related aggregate Subordinate Component Balance as of such Distribution
Date is equal to or greater than 50% and (ii) cumulative Realized Losses in
Loan Group I exceed (a) with respect to the Distribution Date on the fifth
anniversary of the first Distribution Date, 30% of the related aggregate
Subordinate Component Balance as of the Delivery Date (the "Original
Subordinate Principal Balance"), (b) with respect to the Distribution Date on
the sixth anniversary of the first Distribution Date, 35% of the related
Original Subordinate Principal Balance, (c) with respect to the Distribution
Date on the seventh anniversary of the first Distribution Date, 40% of the
related Original Subordinate Principal Balance, (d) with respect to the
Distribution Date on the eighth anniversary of the first Distribution Date,
45% of the related Original Subordinate Principal Balance and (e) with respect
to the Distribution Date on the ninth anniversary of the first Distribution
Date, 50% of the Original Subordinate Principal Balance.
Notwithstanding the foregoing no decrease in the reduction to the
Senior Prepayment Percentage for Loan Group II, Loan Group III or Loan Group
V, as applicable, as described above will occur if as of the first
Distribution Date as to which any such decrease applies (i) the outstanding
principal balance of the Mortgage Loans in the related Loan Group delinquent
60 days or more (averaged over the preceding six month period), as a
percentage of the related aggregate Subordinate Component Balance as of such
Distribution Date is equal to or greater than 50% and (ii) cumulative Realized
Losses in such Loan Group exceed (a) with respect to the Distribution Date on
the fifth anniversary of the first Distribution Date, 30% of the related
aggregate Subordinate Component Balance as of the Delivery Date (the "Original
Subordinate Principal Balance"), (b) with respect to the Distribution Date on
the sixth anniversary of the first Distribution Date, 35% of the related
Original Subordinate Principal Balance, (c) with respect to the Distribution
Date on the seventh anniversary of the first Distribution Date, 40% of the
related Original Subordinate Principal Balance, (d) with respect to the
Distribution Date on the eighth anniversary of the first Distribution Date,
45% of the related Original Subordinate Principal Balance and (e) with respect
to the Distribution Date on the ninth anniversary of the first Distribution
Date, 50% of the Original Subordinate Principal Balance.
If on any Distribution Date the allocation to the Group II, Group
III or Group V Certificates of Principal Prepayments in the percentage
required would reduce the aggregate Class Principal Balance of such
Certificates below zero, the Group II Senior Prepayment Percentage, the Group
III Senior Prepayment Percentage or the Group V Senior Prepayment Percentage,
as applicable, for such Distribution Date shall be limited to the percentage
necessary to reduce the aggregate Class Principal Balance of such Certificates
to zero. Notwithstanding the foregoing, however, on each Distribution Date,
the Class A-P Certificates will receive the applicable Class P Fraction of all
principal payments, including, without limitation, Principal Prepayments,
received in respect of Class II-P and Class III-P Mortgage Loans.
Senior Principal Distribution Amount: The Group I Senior Principal
Distribution Amount, the Group II Senior Principal Distribution Amount, the
Group III Senior Principal Distribution Amount or the Group V Senior Principal
Distribution Amount, as applicable.
56
Servicers: WMMSC, GreenPoint and Vesta, and any successor in
interest thereto or any successor servicer appointed as provided herein.
Servicer Employee: As defined in Section 3.18.
Servicer Mortgage File: All documents pertaining to a Mortgage Loan
not required to be included in the Trustee Mortgage File and held by the
Master Servicer or the related Servicer or any Sub-Servicer.
Servicing Advance: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in the performance by a Servicer or the
Master Servicer of its servicing obligations, including, but not limited to,
the cost (including reasonable attorneys' fees and disbursements) of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
expenses reimbursable to a Servicer or the Master Servicer pursuant to Section
3.11 and any enforcement or judicial proceedings, including foreclosures,
(iii) the management and liquidation of any REO Property (including default
management and similar services, appraisal services and real estate broker
services); (iv) any expenses incurred by a Servicer or the Master Servicer in
connection with obtaining an environmental inspection or review pursuant to
the second paragraph of Section 3.11(a) and (v) compliance with the
obligations under Section 3.09.
Servicing Fee: As to each Mortgage Loan and any Distribution Date,
an amount equal to one month's interest at the Servicing Fee Rate on the
Stated Principal Balance of such Mortgage Loan as of the Due Date in the month
of such Distribution Date (prior to giving effect to any Scheduled Payments
due on such Mortgage Loan on such Due Date), subject to reduction as provided
in Section 3.14.
Servicing Fee Rate: As to each Mortgage Loan, the per annum rate set
forth on the related Mortgage Loan Schedule.
Servicing Officer: Any officer of the Master Servicer or a Servicer
involved in, or responsible for, the administration and servicing of the
related Mortgage Loans whose name and specimen signature appear on a list of
servicing officers furnished to the Trustee and the Trust Administrator by the
Master Servicer or a Servicer on the Closing Date pursuant to this Agreement,
as such list may from time to time be amended and delivered to the Trustee or
the Trust Administrator.
Special Event of Default: An Event of Default under Section 8.01(b)
which arises solely from the cumulative effect of a breach or breaches by
WMMSC of its agreements as set forth in clauses (i)(x) through (z), inclusive,
of the first paragraph of Section 2.07(g).
Special Hazard Loss: A Realized Loss (or portion thereof) with
respect to a Mortgage Loan arising from any direct physical loss or damage to
a Mortgaged Property which is not covered by a standard hazard maintenance
policy with extended coverage or by a flood insurance policy, if applicable
(or which would not have been covered by such a policy had such a policy been
maintained), which is caused by or results from any cause except: (i) wear and
tear, deterioration, rust or corrosion, mold, wet or dry rot, inherent vice or
latent defect, animals, birds, vermin, insects; (ii) settling, subsidence,
cracking, shrinkage, bulging or expansion of pavements, foundations, walls,
floors, roofs or ceilings; (iii) errors in design, faulty workmanship
57
or faulty materials, unless the collapse of the property or part thereof
ensues and then only for the ensuing loss; (iv) nuclear or chemical reaction
or nuclear radiation or radioactive or chemical contamination, all whether
controlled or uncontrolled, and whether such loss be direct or indirect,
proximate or remote; (v) hostile or warlike action in time of peace or war,
including action in hindering, combating or defending against an actual,
impending or expected attack (a) by any government of sovereign power, de jure
or de facto, or by any authority maintaining or using military, naval or air
forces, (b) by military, naval or air forces, or (c) by an agent of any such
government, power, authority or forces; (vi) any weapon of war employing
atomic fission or radioactive force whether in time of peace or war; or (vii)
insurrection, rebellion, revolution, civil war, usurped power or action taken
by governmental authority in hindering, combating or defending against such
occurrence, seizure or destruction under quarantine or customs regulations,
confiscation by order of any government or public authority, or risks of
contraband or illegal transportation or trade.
Special Hazard Loss Coverage Amount: With respect to the Group I-B
Certificates, as of the Closing Date, $4,767,847 subject in each case to
reduction from time to time, to be an amount equal on any distribution date to
the lesser of (a) the greatest of (i) 1% of the aggregate of the principal
balances of the Group I Mortgage Loans, (ii) twice the principal balance of
the largest Group I Mortgage Loan and (iii) the aggregate principal balances
of the Group I Mortgage Loans secured by Mortgaged Properties located in the
single California postal zip code area having the highest aggregate principal
balance of any such zip code area and (b) the Special Hazard Loss Coverage
Amount as of the closing date less the amount, if any, of losses attributable
to Special Hazard Mortgage Loans incurred since the closing date. With respect
to the Group D-B Certificates, as of the Closing Date, $5,522,660 subject in
each case to reduction from time to time, to be an amount equal on any
distribution date to the lesser of (a) the greatest of (i) 1% of the aggregate
of the principal balances of the Group II, Group III and Group V Mortgage
Loans, (ii) twice the principal balance of the largest Group II, Group III or
Group V Mortgage Loan and (iii) the aggregate principal balances of the Group
II, Group III and Group V Mortgage Loans secured by Mortgaged Properties
located in the single California postal zip code area having the highest
aggregate principal balance of any such zip code area and (b) the Special
Hazard Loss Coverage Amount as of the closing date less the amount, if any, of
losses attributable to Special Hazard Mortgage Loans incurred since the
closing date. All principal balances for the purpose of this definition will
be calculated as of the first day of the month preceding such distribution
date after giving effect to scheduled installments of principal and interest
on the mortgage loans then due, whether or not paid.
Special Hazard Loss Coverage Termination Date: The point in time at
which the Special Hazard Loss Coverage Amount is reduced to zero.
Special Hazard Loss Mortgage Loan: A Mortgage Loan with respect to
which there has been a Special Hazard Loss.
Special Servicer: Vesta Servicing, L.P., and its successors and
permitted assigns.
Special Serviced Mortgage Loan: The Mortgage Loans for which the
Special Servicer acts as servicer pursuant to this Agreement.
58
Startup Day: The Closing Date.
Stated Principal Balance: With respect to the November Loans, the
principal balance of that Mortgage Loan as of the Cut-off Date, after
application of all scheduled principal payments due on or before the Cut-off
Date, whether or not received, reduced by (i) the sum of : (a) all prepayments
on such Mortgage Loan made during the period commencing on the Cut-off Date
through and including October 8, 2001 and (b) the November 2001 scheduled
payment due on such Mortgage Loan, whether or not received, and (ii) all
amounts allocable to principal that have been distributed to
Certificateholders with respect to that Mortgage Loan on or before that date
of determination, and as further reduced to the extent that any Realized Loss
on that Mortgage Loan has been allocated to one or more classes of
certificates on or before that date of determination. As to any other Mortgage
Loan and any date of determination, the principal balance of that Mortgage
Loan as of the Cut-off Date, after application of all scheduled principal
payments due on or before the Cut-off Date, whether or not received, reduced
by all amounts allocable to principal that have been distributed to
Certificateholders with respect to that Mortgage Loan on or before that date
of determination, and as further reduced to the extent that any Realized Loss
on that Mortgage Loan has been allocated to one or more Classes of
Certificates on or before that date of determination.
Stepdown Date: The date occurring on the later of (x) the
Distribution Date in November 2004 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
in Loan Group IV during the related Collection Period but before giving effect
to payments on the Group IV Certificates on such Distribution Date) is greater
than or equal to 13.00%.
Stepdown Percentage: For any Distribution Date, the percentage
indicated below:
DISTRIBUTION DATE OCCURRING IN STEPDOWN PERCENTAGE
------------------------------ -------------------
November 2001 through October 2006 0%
November 2006 through October 2007 30%
November 2007 through October 2008 40%
November 2008 through October 2009 60%
November 2009 through October 2010 80%
November 2010 and thereafter 100%
Stripped Interest Rate: For each Premium Rate Mortgage Loan in each
Loan Group, the excess of the Net Mortgage Rate for that Mortgage Loan over
6.75% per annum with respect to a Group I Premium Rate Mortgage Loan, 7.00%
per annum with respect to a Group II Premium Rate Mortgage Loan and 7.80% per
annum with respect to a Group III Premium Rate Mortgage Loan.
59
Subordinate Certificates: As specified in the Preliminary Statement.
Subordinate Component Balance: For any of Loan Group II, Loan Group
III or Loan Group V as of any date of determination, the then outstanding
aggregate Stated Principal Balance of the Mortgage Loans in that Loan Group
(minus, in the case of Loan Group II and Loan Group III, the applicable Class
P Fraction of any applicable Class P Mortgage Loan) minus the sum of the then
outstanding aggregate Class Principal Balance of the related Class A
Certificates and, in the case of Loan Group II, the Class AR Certificates.
Subordinate Liquidation Amount: For any Distribution Date and Loan
Group I, the excess, if any, of the aggregate Liquidation Principal of all
Group I Mortgage Loans which became Liquidated Mortgage Loans during the
related Prepayment Period over the Group I Senior Liquidation Amount for such
Distribution Date. For any Distribution Date and Loan Group II, Loan Group III
or Loan Group V, the excess, if any, of the aggregate Liquidation Principal of
all Mortgage Loans which became Liquidated Mortgage Loans during the related
Prepayment Period over the sum of the Group II Senior Liquidation Amount, the
Group III Senior Liquidation Amount and the Group V Senior Liquidation Amount
for such Distribution Date.
Subordinate Percentage: As to any Distribution Date and Loan Group
I, Loan Group II, Loan Group III or Loan Group V, the excess of 100% over the
related Senior Percentage for that Distribution Date.
Subordinate Prepayment Percentage: As to any Distribution Date and
with respect to Loan Group I, Loan Group II, Loan Group III or Loan Group V,
100% minus the related Senior Prepayment Percentage for such Distribution
Date; provided, however, that if the aggregate Class Principal Balance of the
Senior Certificates related to such Loan Group has been reduced to zero, then
the Subordinate Prepayment Percentage for such Loan Group will equal 100%.
Subordinate Principal Distribution Amount: For the Group I-B
Certificates and any Distribution Date, the excess of (A) the sum of (i) the
Group I Subordinate Percentage of the Principal Payment Amount for Loan Group
I (exclusive of the portion thereof attributable to the Class I-P Principal
Distribution Amount), (ii) the Subordinate Principal Prepayments Distribution
Amount (without regard to the proviso in its definition), and (iii) the
Subordinate Liquidation Amount over (B) the sum of (x) the amounts required to
be distributed to the Class A-P Certificates pursuant to Section 4.01
I(A)(e)(i) on that Distribution Date and (y) if one or more of the aggregate
Class Principal Balance of the Group I Certificates has been reduced to zero,
principal paid from the Available Distribution Amount of the Loan Group
related to such paid in full classes to the remaining paid in full classes, as
described in Section 4.06(a). For any Distribution Date and the Group D-B
Certificates, the excess of (A) the sum of (i) the Group II Subordinate
Percentage of the Principal Payment Amount for Loan Group II (exclusive of the
portion thereof attributable to the Class II-P Principal Distribution Amount),
(ii) the Group III Subordinate Percentage of the Principal Payment Amount for
Loan Group III (exclusive of the portion thereof attributable to the Class
III-P Principal Distribution Amount), and (iii) the Group V Subordinate
Percentage of the Principal Payment Amount for Loan Group V (exclusive of the
portion thereof attributable to the Class V-P Principal Distribution Amount),
(iv) the Subordinate
60
Principal Prepayments Distribution Amount (without regard to the proviso in
its definition), and (v) the Subordinate Liquidation Amount over (B) the sum
of (x) the amounts required to be distributed to the Class A-P Certificates
pursuant to Section 4.01 I(A)(f)(i) on that Distribution Date, (y) if one or
more of the aggregate Class Principal Balance of the Group II Certificates,
the aggregate Class Principal Balance of the Group III Certificates or the
aggregate Class Principal Balance of the Group V Certificates has been reduced
to zero, principal paid from the Available Distribution Amount of the Loan
Group related to such paid in full classes to the remaining paid in full
classes, as described in Section 4.06(a), and (z) the amounts paid from the
Available Distribution Amount for the Overcollateralized Group to the Senior
Certificates of the Undercollateralized Group or Groups, as described Section
4.06(b).
Subordinate Principal Prepayments Distribution Amount: For the Group
I-B Certificates and any Distribution Date, the Subordinate Prepayment
Percentage of the Principal Prepayment Amount for Loan Group I, (exclusive of
the portion attributable to the Class I-P Principal Distribution Amount);
provided, however, that if the amount specified in clause (B) of the
definition of "Subordinate Principal Distribution Amount" is greater than the
sum of the amounts specified in clause (A)(i) of that definition, then the
Subordinate Principal Prepayments Distribution Amount will be reduced by the
amount of that excess. For any Distribution Date and the Group D-B
Certificates, the sum of (i) the Subordinate Prepayment Percentage of the
Principal Prepayment Amount for Loan Group II (exclusive of the portion
attributable to the Class II-P Principal Distribution Amount), (ii) the
Subordinate Prepayment Percentage of the Principal Prepayment Amount for Loan
Group III (exclusive of the portion attributable to the Class III-P Principal
Distribution Amount); and (iii) the Subordinate Prepayment Percentage of the
Principal Prepayment Amount for Loan Group V (exclusive of the portion
attributable to the Class V-P Principal Distribution Amount); provided,
however, that if the amount specified in clause (B) of the definition of
"Subordinate Principal Distribution Amount" is greater than the sum of the
amounts specified in clauses (A)(i), (A)(ii), (A)(iii) and (A)(v) of that
definition, then the Subordinate Principal Prepayments Distribution Amount
will be reduced by the amount of that excess.
Subsidiary REMIC: As described in the Preliminary Statement.
Subsidiary REMIC Interest: Any one of the Subsidiary REMIC Regular
Interests.
Subsidiary REMIC Regular Interest: Any one of the "regular
interests" in either Subsidiary REMIC described in the Preliminary Statement.
Sub-Servicer: Any other entity with respect to any Mortgage Loan
under any Sub-Servicing Agreement applicable to such Mortgage Loan and any
successors and assigns under such Sub-Servicing Agreement.
Sub-Servicing Agreement: Any servicing agreement between the Master
Servicer or a Servicer and a Sub-Servicer pursuant to which the Master
Servicer or a Servicer delegates any of its servicing responsibilities with
respect to any of the Mortgage Loans.
Subordinate Certificates: As specified in the Preliminary Statement.
Substitution Adjustment Amount: As defined in Section 2.04.
61
Targeted Balance: With respect to the Class I-A-6, Class I-A-7,
Class I-A-8, Class I-A-9, Class I-A-10, Class I-A-11 and Class I-A-14
Certificates, and any Distribution Date appearing on Schedule VII hereto, the
applicable amount appearing opposite such Distribution Date for the aggregate
of such classes.
Targeted Overcollateralization Amount: For any Distribution Date
prior to the Stepdown Date, 2.00% of the Aggregate Loan Group Balance of Loan
Group IV 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) 4.00 % of the Aggregate Loan Group Balance of
Loan Group IV for such Distribution Date, or (b) 0.50% of the Aggregate Loan
Group Balance of Loan Group IV 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.
Targeted Principal Classes: As specified in the Preliminary
Statement.
Tax Matters Person: The person designated as "tax matters person" in
the manner provided under Treasury regulation ss. 1.860F-4(d) and temporary
Treasury regulation ss. 301.6231(a)(7)-1T. Initially, the Tax Matters Person
shall be the Trust Administrator.
Telerate Page 3750: The display designated as page 3750 on Bridge
Telerate Service (or such other page as may replace page 3750 on that service
for the purpose of displaying London interbank offered rates of major banks).
Tier 2 Accretion Directed Classes: The Class 3-III-A-1, Class
3-III-A-2, Class 3-III-A-3, Class 3-III-A-4, Class 3-I-A-10 OR CLASS I-A-11,
Class 3-III-A-6, Class 3-III-A-8, Class 3-III-A-10, Class 3-III-A-11, Class
3-III-A-12, Class 3-III-A-14 and Class 3-III-A-15 Regular Interests.
Transferee Affidavit and Agreement: As defined in Section
6.02(g)(i)(B).
Trigger Event: A Trigger Event will occur for any Distribution Date
if the Rolling Three Month Delinquency Rate as of the last day of the related
Collection Period equals or exceeds approximately 7.5%.
Trust Administrator: The Chase Manhattan Bank, a New York banking
corporation, not in its individual capacity, but solely in its capacity as
trust administrator for the benefit of the Certificateholders under this
Agreement, and any successor thereto, as provided herein.
Trust Fund: The corpus of the trust created by this Agreement
consisting of (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 funds on deposit in the
Collection Account relating to the Mortgage Loans and the Certificate
Account and all amounts deposited in the Certificate
62
Account pursuant to the applicable provisions of this Agreement, (d) any
insurance policies with respect to the Mortgage Loans, including the MGIC PMI
Policy, (e) the Class I-A-10 and Class I-A-11 Rounding Accounts and the
Interest Rate Hedge Account, (f) the rights of the Trust under the Interest
Rate Hedge Agreements, (g) the Certificate Insurance Policy, (h) the
Depositor's rights under the Assignment and Assumption Agreement and (i) all
proceeds of the conversion, voluntary or involuntary, of any of the foregoing
into cash or other liquid property.
Trust Receipt and Final Certification: As defined in Section
2.02(a).
Trust Receipt and Initial Certification: As defined in Section
2.02(a).
Trustee: Bank One, 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 Mortgage File: The mortgage documents listed in Section 2.01
hereof pertaining to a particular Mortgage Loan and any additional documents
required to be added to the Trustee Mortgage File pursuant to this Agreement.
Undercollateralized Group: As defined in Section 4.06(b).
Underwriter's Exemption: Prohibited Transaction Exemption 2000-58,
65 Fed. Reg. 67765 (2000), as amended (or any successor thereto), or any
substantially similar administrative exemption granted by the U.S. Department
of Labor.
U.S. Person: A citizen or resident of the United States, a
corporation, partnership or other entity treated as a corporation or
partnership for federal income tax purposes created or organized in, or under
the laws of, the United States, any State thereof or the District of Columbia,
or an estate or trust whose income from sources without the United States is
includable in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within
the United States.
Vesta: Vesta Servicing, L.P., a Delaware limited partnership, and
its successors and assigns.
Vesta Serviced Mortgage Loan: The Mortgage Loans, identified as such
in the Mortgage Loan Schedule, for which Vesta is the applicable Servicer and
if Vesta is the Special Servicer, any Specially Serviced Mortgage Loan.
Voting Rights: The portion of the voting rights of all the
Certificates that is allocated to any Certificate for purposes of the voting
provisions of this Agreement. At all times during the term of this Agreement,
99% of all Voting Rights shall be allocated among the Class A, Class IV-M-1,
Class A-P, Group I-B and Group D-B Certificates. The portion of such 99%
Voting Rights allocated to each of the Class A, Class IV-M-1, Class A-P, Group
I-B and Group D-B Certificates shall be 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 Classes then outstanding. The Class IV-X Certificates shall be
allocated 1% of the Voting Interest. Voting Interests shall be allocated among
the Certificates
63
within each such Class (other than the Class IV-X Certificates, which has only
one certificate) in proportion to their respective outstanding Class Principal
Balances. The Class AR shall have no voting rights.
Weighted Average Group I Pass-Through Rate: With respect to any
Distribution Date, the average Pass-Through Rate of the Group I Senior
Certificates for such Distribution Date, weighted on the basis of the Class
Principal Balances of such Classes immediately prior to such Distribution
Date.
Weighted Average Group II Pass-Through Rate: With respect to any
Distribution Date, the average Pass-Through Rate of the Group II Senior
Certificates for such Distribution Date, weighted on the basis of the Class
Principal Balances of such Classes immediately prior to such Distribution
Date.
Weighted Average Group III Pass-Through Rate: With respect to any
Distribution Date, the average Pass-Through Rate of the Group III Senior
Certificates for such Distribution Date, weighted on the basis of the Class
Principal Balances of such Classes immediately prior to such Distribution
Date.
Weighted Average Group IV Pass-Through Rate: With respect to any
Distribution Date, the average Pass-Through Rate of the Group IV Senior
Certificates for such Distribution Date, weighted on the basis of the Class
Principal Balances of such Classes immediately prior to such Distribution
Date.
Weighted Average Group V Pass-Through Rate: With respect to any
Distribution Date, the average Pass-Through Rate of the Group V Senior
Certificates for such Distribution Date, weighted on the basis of the Class
Principal Balances of such Classes immediately prior to such Distribution
Date.
WMMSC: Washington Mutual Mortgage Securities Corp., a Delaware
corporation, and its successors and assigns.
WMMSC Loans: The Mortgage Loans identified as such in the Mortgage
Loan Schedule, for which WMMSC is the applicable Seller.
WMMSC Serviced Mortgage Loan: The Mortgage Loans, identified as such
in the Mortgage Loan Schedule, for which WMMSC is the applicable Servicer.
64
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
SECTION 2.01 Conveyance of Trust Fund.
(a) The Depositor hereby sells, transfers, assigns, delivers, sets
over and otherwise conveys to the Trustee 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 funds on deposit in
the Collection Account relating to the Mortgage Loans and the Certificate
Account and all amounts deposited in the Certificate Account pursuant to the
applicable provisions of this Agreement, (d) any insurance policies with
respect to the Mortgage Loans, including the MGIC PMI Policy, (e) the Class
I-A-10 and Class I-A-11 Rounding Accounts and the Interest Rate Hedge Account,
(f) the rights of the Trust under the Interest Rate Hedge Agreements, (g) the
Certificate Insurance Policy and (h) all proceeds of the conversion, voluntary
or involuntary, of any of the foregoing into cash or other liquid property. In
addition, on or prior to the Closing Date, the Depositor shall cause FSA to
deliver the Certificate Insurance Policy to the Trustee, MGIC to deliver the
MGIC PMI Policy to the Trustee and shall (i) cause the Interest Rate Hedge
Agreement Counterparty to enter into the Interest Rate Hedge Agreements with
the Trustee and (ii) deposit $147,743.00 with the Trust Administrator to be
distributed on the first Distribution Date after the Closing Date in
connection with the November Loans.
(b) In connection with the transfer and assignment set forth in
clause (a) above, the Depositor has delivered or caused to be delivered to the
Trustee or the 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
and indemnity from the related Seller stating that the original
Mortgage Note was lost or destroyed, (together with a copy of such
Mortgage Note, if available) and indemnifying the Trust Fund against
any loss, cost or liability resulting from the failure to deliver
the original Mortgage Note;
(ii) the original of any guarantee executed in connection
with the Mortgage Note (if any);
(iii) the original Mortgage with evidence of recording
thereon, or copies certified by the related recording office or if
the original Mortgage has not yet been returned from the recording
office, a copy certified by or on behalf of the related Seller
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indicating that such Mortgage has been delivered for recording. The
return directions for the original Mortgage should indicate, when
recorded, mail to the related Seller;
(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 applicable Seller, the
original to be delivered to such Seller forthwith after return from
such recording office) with evidence of recording thereon, if any;
(v) the original Assignment of Mortgage as appropriate, in
recordable form, for each Mortgage Loan from the last assignee
assigned in blank;
(vi) 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 applicable
Seller, the original to be delivered to the Trustee forthwith after
return from such recording office); and
(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).
In the event the Depositor delivers to the Trustee or the 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 the Trustee
or the 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 the Trustee or the 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) 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
applicable Seller or the Depositor by the applicable title insurer in the case
of clause (c) above, the Depositor shall promptly deliver to the Trustee or
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.
As promptly as practicable subsequent to such transfer and
assignment, and in any event, within thirty (30) days thereafter, DLJMC shall,
(i) affix 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
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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.
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 Trustee or 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 Trustee or the
Custodian is subsequently located, such original Mortgage Note shall be
delivered to the Trustee or the Custodian within three Business Days.
(c) The Trustee is authorized to appoint any bank or trust company
approved by the Depositor as Custodian of the documents or instruments
referred to in this Section 2.01, and to enter into a Custodial Agreement for
such purpose and any documents delivered thereunder shall be delivered to the
Custodian and any Officer's Certificates delivered with respect thereto shall
be delivered to the Trustee and the Custodian.
(d) It is the express intent of the parties to this Agreement that
the conveyance of the Mortgage Loans by the Depositor to the Trustee as
provided in this Section 2.01 be, and be construed as, a sale of the Mortgage
Loans by the Depositor to the Trustee. It is, further, not the intention of
the parties to this Agreement that such conveyance be deemed a pledge of the
Mortgage Loans by the Depositor to the Trustee to secure a debt or other
obligation of the Depositor. However, in the event that, notwithstanding the
intent of the parties to this Agreement, the Mortgage Loans are held to be the
property of the Depositor, or if for any other reason this Agreement is held
or deemed to create a security interest in the Mortgage Loans then (a) this
Agreement shall also be deemed to be a security agreement within the meaning
of Articles 8 and 9 of the New York Uniform Commercial Code; (b) the
conveyance provided for in this Section 2.01 shall be deemed to be a grant by
the Depositor to the Trustee for the benefit of the Certificateholders of a
security interest in all of the Depositor's right, title and interest in and
to the Mortgage Loans and all amounts payable to the holders of the Mortgage
Loans in accordance with the terms thereof and all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities
or other property, including without limitation all amounts, other than
investment earnings, from time to time held or invested in the Certificate
Account, whether in the form of cash, instruments, securities or other
property; (c) the possession by the Trustee or any Custodian of such items of
property and such other items of property as constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be "in possession by
the secured party" for purposes of perfecting the security interest pursuant
to Section 9-313 of the New York Uniform Commercial Code; and (d)
notifications to
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persons holding such property, and acknowledgments, receipts or confirmations
from persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Trustee for the benefit of the
Certificateholders for the purpose of perfecting such security interest under
applicable law (except that nothing in this clause (d) shall cause any person
to be deemed to be an agent of the Trustee for any purpose other than for
perfection of such security interests unless, and then only to the extent,
expressly appointed and authorized by the Trustee in writing). The Depositor
and the Trustee, upon directions from the Depositor, shall, to the extent
consistent with this Agreement, take such actions as may be necessary to
ensure that, if this Agreement were deemed to create a security interest in
the Mortgage Loans, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement.
SECTION 2.02 Acceptance by the Trustee.
(a) The Trustee acknowledges receipt of the documents identified in
the Trust Receipt and Initial Certification in the form annexed hereto as
Exhibit I and declares that it holds and will hold such documents and the
other documents delivered to it constituting the Mortgage Files, and that it
holds or will hold such other assets as are included in the Trust Fund, in
trust for the exclusive use and benefit of all present and future
Certificateholders. The Trustee acknowledges that it will maintain possession
of the Mortgage Notes in the State of Texas, the Commonwealth of Massachusetts
and/or the State of Illinois, unless otherwise permitted by the Rating
Agencies.
The Trustee or the Custodian agrees to execute and deliver on the
Closing Date to the Depositor, the Master Servicer, each Seller, each Servicer
and the Trust Administrator a Trust Receipt and Initial Certification in the
form annexed hereto as Exhibit I. Based on its review and examination, and
only as to the documents identified in such Trust Receipt and Initial
Certification, the Trustee or the Custodian acknowledges that such documents
appear regular on their face and relate to such Mortgage Loan. The Trustee or
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.
Not later than 90 days after the Closing Date, the Trustee or
Custodian shall deliver to the Depositor, the Master Servicer, each Seller,
each Servicer and the Trust Administrator a Trust Receipt and Final
Certification in the form annexed hereto as Exhibit J, with any applicable
exceptions noted thereon.
If, in the course of such review, the Trustee or Custodian finds any
document constituting a part of a Mortgage File which does not meet the
requirements of Section 2.01, the Trustee or Custodian shall list such as an
exception in the Trust Receipt and Final Certification; provided, however,
that the Trustee or 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
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recordable form or is sufficient to effect the assignment of and transfer to
the assignee thereof under the mortgage to which the assignment relates.
The related Seller shall promptly correct or cure such defect within
90 days from the date it was so notified of such defect and, if such Seller
does not correct or cure such defect within such period, such 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) purchase such
Mortgage Loan from the Trustee or Custodian within 90 days from the date such
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; provided, however, that a Seller shall have no
liability for recording any Assignment of Mortgage in favor of the Trustee or
for the Trustee's failure to record such Assignment of Mortgage, and provided,
further, that no Seller shall be obligated to repurchase or cure any Mortgage
Loan solely as a result of the Trustee's failure to record such Assignment of
Mortgage. The Trustee shall deliver written notice to each Rating Agency
within 270 days from the Closing Date indicating each Mortgage Loan (a) for
which a mortgage or assignment of mortgage required to be recorded hereunder
has not been returned by the appropriate recording office or (b) as to which
there is a dispute as to location or status of such Mortgage Loan. Such notice
shall be delivered every 90 days thereafter until the related Mortgage Loan is
returned to the Trustee. Any such substitution pursuant to (a) above or
purchase pursuant to (b) 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 substitution pursuant to (a) above shall not be effected prior to the
additional delivery to the Trustee of a Request for Release substantially in
the form of Exhibit K. No substitution is permitted to be made in any calendar
month after the Determination Date for such month. The Purchase Price for any
such Mortgage Loan shall be deposited by the applicable Seller in the
Certificate Account on or prior to the Business Day immediately preceding such
Distribution Date in the month following the month of repurchase and, upon
receipt of such deposit and certification with respect thereto in the form of
Exhibit K hereto, the Trustee shall release the related Mortgage File to such
Seller and shall execute and deliver at such entity's request such instruments
of transfer or assignment prepared by such entity, in each case without
recourse, as shall be necessary to vest in such entity, or a designee, the
Trustee's interest in any Mortgage Loan released pursuant hereto.
(b) It is understood and agreed that the obligation of each Seller
to cure, substitute for or to repurchase any Mortgage Loan which does not meet
the requirements of Section 2.01 shall constitute the sole remedy respecting
such defect available to the Trustee, the Trust Administrator, the Depositor
and any Certificateholder against such Seller.
SECTION 2.03 Representations and Warranties of the Sellers and
Servicers.
(a) Each of DLJMC, in its capacity as Seller, GreenPoint, in its
capacity as Seller and Servicer, WMMSC, in its capacity as Seller and
Servicer, the Master Servicer, in its capacity as Master Servicer, and Vesta,
in its capacity as Servicer and Special Servicer, hereby makes the
representations and warranties applicable to it set forth in Schedule IIA,
IIB, IIC, IID or IIE, as
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applicable hereto, and by this reference incorporated herein, to the
Depositor, the Trust Administrator 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. In addition, Greenpoint, in its capacity as Servicer, WMMSC, in its
capacity as Servicer, and Vesta, in its capacity as Servicer, hereby make the
representations and warranties applicable to it set forth in Schedule IIC, IIB
and IIE, respectively, as applicable hereto, and by this reference
incorporated herein, to the Master Servicer, as of the Closing Date, or if so
specified therein, as of the Cut-off Date or such other date as may be
specified, and the Master Servicer, in its capacity as Master Servicer, hereby
makes the representations and warranties applicable to it set forth in
Schedule IID, and by this reference incorporated herein, to WMMSC 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) Each of DLJMC, GreenPoint and WMMSC, in their capacities as
Sellers, hereby makes the representations and warranties set forth in Schedule
IIIA, IIIB or IIIC, as applicable hereto applicable to the DLJ Loans, the
GreenPoint Loans or the WMMSC Loans, respectively, and by this reference
incorporated herein, to the Depositor, the Trustee and the Trust
Administrator, as of the Closing Date, or if so specified therein, as of the
Cut-off Date or such other date as may be specified.
(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. Each 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 such 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; or (ii) repurchase the affected Mortgage Loan or
Mortgage Loans from the Trustee at the Purchase Price in the manner set forth
below; provided, however, that any such substitution pursuant to (i) above
shall not be effected prior to the delivery to the Trustee and the Trust
Administrator of the Opinion of Counsel required by Section 2.05 hereof, if
any, and any such substitution pursuant to (i) above shall not be effected
prior to the additional delivery to the Trustee or Trust Administrator of a
Request for Release substantially in the form of Exhibit K relating to the
Deleted Mortgage Loan and the Mortgage File for any such Qualified Substitute
Mortgage Loan. The related Seller shall promptly reimburse the Trustee, the
Trust Administrator and the related Servicer for any actual out-of-pocket
expenses reasonably incurred by the Trustee, the Trust Administrator and the
related Servicer in respect of enforcing the remedies for such breach. With
respect to any representation and warranties described in this Section which
are made to the best of a Seller's knowledge if it is discovered by either the
Depositor, the Master Servicer, any Seller, any Servicer, the Trustee or the
Trust Administrator that the substance of such representation and warranty is
inaccurate and such inaccuracy materially and adversely affects the value of
the related Mortgage Loan or the interests of the Certificateholders therein,
notwithstanding such Seller's lack of knowledge with respect to the substance
of such
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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
applicable Seller shall deliver to the Trustee 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 will be retained by the
applicable 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 such
Seller shall be entitled to retain all amounts received in respect of such
Deleted Mortgage Loan. The applicable 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 such Seller shall deliver the amended Mortgage Loan
Schedule to the Trustee, Servicer and Trust Administrator. Upon such
substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject
to the terms of this Agreement in all respects, and the applicable 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 or
Custodian, as applicable shall release the Mortgage File held for the benefit
of the Certificateholders relating to such Deleted Mortgage Loan to the
applicable Seller and shall execute and deliver at such Seller's direction
such instruments of transfer or assignment prepared by such Seller, in each
case without recourse, as shall be necessary to vest title in such 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 a Seller substitutes one or more Qualified
Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master
Servicer shall determine the amount (if any) by which the aggregate principal
balance of all such Qualified Substitute Mortgage Loans as of the date of
substitution is less than the aggregate Stated Principal Balance of all such
Deleted Mortgage Loans (after application of the scheduled principal portion
of the monthly payments due in the month of substitution). The amount of such
shortage (the "Substitution Adjustment Amount") plus an amount equal to the
aggregate of any unreimbursed Advances with respect to such Deleted Mortgage
Loans shall be deposited in the Collection Account by the related 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.
In the event that a Seller shall have repurchased a Mortgage Loan,
the Purchase Price therefor shall be deposited in the Collection Account on or
before the Business Day immediately preceding the Distribution Date in the
month following the month during which such Seller became obligated hereunder
to repurchase or replace such Mortgage Loan and upon such deposit of the
Purchase Price, the delivery of the Opinion of Counsel if required by
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Section 2.05 and receipt of a Request for Release in the form of Exhibit K
hereto, the Trustee, the Trust Administrator or Custodian, as applicable,
shall release the related Mortgage File held for the benefit of the
Certificateholders to such Person, and the Trustee shall execute and deliver
at such Person's direction such instruments of transfer or assignment prepared
by such Person, in each case without recourse, as shall be necessary to
transfer title from the Trustee. It is understood and agreed that the
obligation under this Agreement of any Person to cure, repurchase or
substitute any Mortgage Loan as to which a breach has occurred and is
continuing shall constitute the sole remedy against such Persons respecting
such breach available to Certificateholders, the Depositor, the Trustee or the
Trust Administrator on their behalf.
The representations and warranties made pursuant to this Section
2.03 shall survive delivery of the respective Mortgage Files to the Trustee,
Trust Administrator or Custodian for the benefit of the Certificateholders.
SECTION 2.04 Representations and Warranties of the Depositor as to
the Mortgage Loans.
The Depositor hereby represents and warrants to the Trustee with
respect to the Mortgage Loans that, as of the Closing Date, assuming good
title has been conveyed to the Depositor, the Depositor had good title to the
Mortgage Loans and Mortgage Notes, and did not encumber the Mortgage Loans
during its period of ownership thereof, other than as contemplated by the
Agreement.
It is understood and agreed that the representations and warranties
set forth in this Section 2.04 shall survive delivery of the Mortgage Files to
the Trustee.
SECTION 2.05 Delivery of Opinion of Counsel in Connection with
Substitutions.
Notwithstanding any contrary provision of this Agreement, no
substitution pursuant to Section 2.02 shall be made more than 90 days after
the Closing Date unless the applicable Seller delivers to the Trustee and the
Trust Administrator an Opinion of Counsel, which Opinion of Counsel shall not
be at the expense of either the Trustee, the Trust Administrator or the Trust
Fund, addressed to the Trustee and the Trust Administrator, to the effect that
such substitution will not (i) result in the imposition of the tax on
"prohibited transactions" on the Trust Fund or contributions after the Startup
Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively,
or (ii) cause the REMIC hereunder to fail to qualify as a REMIC at any time
that any Certificates are outstanding.
SECTION 2.06 Issuance of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans
together with the assignment to it of all other assets included in the Trust
Fund, including the amounts to be deposited into the Class I-A-10 and Class
I-A-11 Rounding Accounts and the Interest Rate Hedge Account, receipt of which
is hereby acknowledged. Concurrently with such assignment and delivery and in
exchange therefor, the Trust Administrator pursuant to the written request of
the Depositor executed by an officer of the Depositor, has executed the
Certificates and caused them to be authenticated and delivered to or upon the
order of the Depositor in authorized
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denominations which evidence ownership of the Trust Fund. The rights of the
Holders of such Certificates to receive distributions from the Trust Fund and
all ownership interests of the Holders of the Certificates in such
distributions shall be as set forth in this Agreement.
SECTION 2.07 REMIC Provisions.
(a) The Depositor hereby elects and authorizes the Trust
Administrator to treat the Trust Fund as [four] separate REMICs (the "REMIC")
under the Code and, if necessary, under applicable state law. Each such
election will be made on Form 1066 or other appropriate federal tax or
information return (including Form 8811) or any appropriate state return (x)
for the taxable year ending on the last day of the calendar year in which the
Certificates are issued and (y) for the taxable year ending on the last day of
the calendar year in which Certificates are first sold to a third party. The
Closing Date is hereby designated as the "startup day" of each REMIC within
the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within
the meaning of Section 860G of the Code) in the Master REMIC shall consist of
the Regular Certificates and the "Class AR Certificates shall represent the
beneficial ownership of the "residual interest" in each REMIC. Neither the
Depositor nor the Trust Administrator nor the Trustee shall permit the
creation of any "interests" (within the meaning of Section 860G of the Code)
in any REMIC other than the Certificates.
(b) The Trust Administrator on behalf of the Holders of the Class AR
Certificates, shall act as agent for the Class AR Certificateholder as the
"tax matters person" (within the meaning of the REMIC Provisions) for each
REMIC, in the manner provided under Treasury regulations section 1.860F-4(d)
and temporary Treasury regulations section 301.6231(a)(7)-1T. By its
acceptance of a Class AR Certificate, each Holder thereof shall have agreed to
such appointment and shall have consented to the appointment of the Trust
Administrator as its agent to act on behalf of each REMIC pursuant to the
specific duties outlined herein.
(c) A Holder of the Class AR Certificates, by the purchase of such
Certificates, shall be deemed to have agreed to timely pay, upon demand by the
Trust Administrator, the amount of any minimum California state franchise
taxes due with respect to each REMIC created hereunder under Sections 23151(a)
and 23153(a) of the California Revenue and Taxation Code. Notwithstanding the
foregoing, the Trust Administrator shall be authorized to retain the amount of
such tax from amounts otherwise distributable to such Holder in the event such
Holder does not promptly pay such amount upon demand by the Trust
Administrator. In the event that any other federal, state or local tax is
imposed, including without limitation taxes imposed on a "prohibited
transaction" of a REMIC as defined in Section 860F of the Code, such tax shall
be charged against amounts otherwise available for distribution to the
applicable Holder of a Class AR Certificate and then against amounts otherwise
available for distribution to the Holders of Regular Certificates in
accordance with the provisions set forth in Section 4.01. The Trust
Administrator or the Trustee shall promptly deposit in the Certificate Account
any amount of "prohibited transaction" tax that results from a breach of the
Trust Administrator's or the Trustee's duties, respectively, under this
Agreement. The Master Servicer or the related Servicer shall promptly deposit
in the Certificate Account any amount of "prohibited transaction" tax that
results from a breach of the Master Servicer's or such Servicer's duties,
respectively, under this Agreement.
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(d) The Trust Administrator shall act as attorney-in-fact and as
agent on behalf of the tax matters person of each REMIC and in such capacity
the Trust Administrator shall: (i) prepare, sign and file, or cause to be
prepared, signed and filed, federal and state tax returns using a calendar
year as the taxable year for each REMIC when and as required by the REMIC
Provisions and other applicable federal income tax laws as the direct
representative of each such REMIC in compliance with the Code and shall
provide copies of such returns as required by the Code; (ii) make an election,
on behalf of each REMIC, to be treated as a REMIC on the federal tax return of
such REMIC for its first taxable year, in accordance with the REMIC
Provisions; and (iii) prepare and forward, or cause to be prepared and
forwarded, to the Certificateholders and to any governmental taxing authority
all information reports as and when required to be provided to them in
accordance with the REMIC Provisions. The expenses of preparing and filing
such returns shall be borne by the Trust Administrator. The Depositor, the
Master Servicer and the related Servicer shall provide on a prompt and timely
basis to the Trust Administrator or its designee such information with respect
to each REMIC as is in their possession and reasonably required or requested
by the Trust Administrator to enable it to perform its obligations under this
subsection.
In its capacity as attorney-in-fact and as agent on behalf of the
tax matters person, the Trust Administrator shall also: (A) act on behalf of
each REMIC in relation to any tax matter or controversy involving the Trust
Fund, (B) represent the Trust Fund in any administrative or judicial
proceeding relating to an examination or audit by any governmental taxing
authority with respect thereto and (C) cause to be paid solely from the
sources provided herein the amount of any taxes imposed on each REMIC when and
as the same shall be due and payable (but such obligation shall not prevent
the Trust Administrator or any other appropriate Person from contesting any
such tax in appropriate proceedings and shall not prevent the Trust
Administrator from withholding payment of such tax, if permitted by law,
pending the outcome of such proceedings).
(e) The Trust Administrator shall provide (i) to any transferor of a
Class AR Certificate such information as is necessary for the application of
any tax relating to the transfer of a Class AR Certificate to any Person who
is not a permitted transferee, (ii) to the Certificateholders such information
or reports as are required by the Code or the REMIC Provisions including
reports relating to interest, original issue discount and market discount or
premium and (iii) to the Internal Revenue Service the name, title, address and
telephone number of the person who will serve as the representative of each
REMIC.
(f) The Trustee, to the extent directed by the Trust Administrator,
the Depositor and the Holder of the Class AR Certificates shall take any
action or cause the Trust Fund 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.
Neither the Trustee, to the extent directed by the Trust Administrator, nor
the Holder of the Class AR Certificates shall take any action, cause the Trust
Fund to take any action or fail to take (or fail to cause the Trust Fund to
take) any action that, under the REMIC Provisions, if taken or not taken, as
the case may be, could (i) endanger the status of each REMIC as a REMIC or
(ii) result in the imposition of a tax upon a REMIC (including, but not
limited to, the tax on prohibited transactions as defined in Code Section
860F(a)(2) and the tax on prohibited contributions set forth in Section
860G(d) of the Code) (either such event, an "Adverse REMIC Event") unless the
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Trustee and the Trust Administrator has received an Opinion of Counsel (at the
expense of the party seeking to take such action) to the effect that the
contemplated action will not endanger such status or result in the imposition
of such a tax.
The Trustee and the Trust Administrator shall not take or fail to
take any action (whether or not authorized hereunder) as to which the Master
Servicer or Depositor has advised it in writing that it has received an
Opinion of Counsel to the effect that an Adverse REMIC Event could occur with
respect to such action. In addition, prior to taking any action with respect
to a REMIC or their assets, or causing any REMIC created hereunder to take any
action, which is not expressly permitted under the terms of this Agreement,
the Trustee and the Trust Administrator will consult with the Master Servicer
and Depositor or their designees, in writing, with respect to whether such
action could cause an Adverse REMIC Event to occur with respect to any REMIC
created hereunder and the Trustee and the Trust Administrator shall not take
any such action or cause that REMIC to take any such action as to which the
Master Servicer or Depositor has advised it in writing that an Adverse REMIC
Event could occur.
In addition, prior to taking any action with respect to any REMIC
created hereunder or the assets therein, or causing any REMIC created
hereunder to take any action, which is not expressly permitted under the terms
of this Agreement, the Holder of the Class AR Certificates will consult with
the Trust Administrator or its designee, in writing, with respect to whether
such action could cause an Adverse REMIC Event to occur with respect to any
REMIC created hereunder, and no such Person shall take any action or cause the
Trust Fund to take any such action as to which the Trustee or the Trust
Administrator has advised it in writing that an Adverse REMIC Event could
occur. The Trustee or the Trust Administrator may consult with counsel to make
such written advice, and the cost of same shall be borne by the party seeking
to take action not permitted by this Agreement.
At all times as may be required by the Code, the Trust Administrator
will to the extent within its control and the scope of its duties more
specifically set forth herein, maintain substantially all of the assets of the
REMICs as "qualified mortgages" as defined in Section 860G(a)(3) of the Code
and "permitted investments" as defined in Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited
transactions" of any REMIC created hereunder, as defined in Section 860F(a)(2)
of the Code, on "net income from foreclosure property" of such REMIC, as
defined in Section 860G(c) of the Code, on any contributions to a REMIC after
the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other
tax is imposed by the Code or any applicable provisions of state or local tax
laws, such tax shall be charged (i) to the related Servicer, if such Servicer
has in its sole discretion determined to indemnify the Trust Fund against such
tax or if such tax arises out of or results from a breach of such Servicer's
duties under (x) Section 2.07(j) of this Agreement to not enter into any
arrangement by which a REMIC would receive a fee or other compensation for
services or to permit such REMIC to receive any income from assets other than
"qualified mortgages" or "permitted investments", (y) Section 3.01 of this
Agreement to not make or any modification, waiver or amendment of any Mortgage
Loan which would cause any REMIC created hereunder to fail to qualify as a
REMIC or result in the imposition of any tax under Section 860F(a) or Section
860G(d) of the Code or (z) Section 3.11(c) of this Agreement to not
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cause any REO Property to fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code or to subject any REMIC created
hereunder to the imposition of any federal, state or local income taxes on the
income earned from such Mortgaged Property under Section 860G(c) of the Code
of otherwise, (ii) to the Master Servicer, if such tax arises out of or
results from a breach by the Master Servicer of any of its obligations under
this Agreement or if the Master Servicer has in its sole discretion determined
to indemnify the Trust Fund against such tax, (iii) to the Trust
Administrator, if such tax arises out of or results from a breach by the Trust
Administrator of any of its obligations under this Article II, (iv) to the
Trustee, if such tax arises out of or results from a breach by the Trustee of
any of its obligations under this Article II, or (v) otherwise against amounts
on deposit in the Collection Account as provided by Section 3.08 and on the
Distribution Date(s) following such reimbursement the aggregate of such taxes
shall be allocated in reduction of the Interest Distribution Amount on each
Class entitled thereto in the same manner as if such taxes constituted a
Prepayment Interest Shortfall.
In accordance with Section 2.07(c), the related Servicer, the Master
Servicer, the Trust Administrator or the Trustee, as applicable, shall
promptly deposit in the Certificate Account any amount of such tax.
For purposes of this Section 2.07(g), a tax is imposed following the
final and unappealable determination under the Code of the amount of such tax
and written notice thereof by the Tax Matters Person to the party to be
charged.
The failure of the related Servicer to promptly deposit in the Certificate
Account any amount of such tax shall be an Event of Default, as provided in
Section 8.01(b). However, in the case of WMMSC, the prompt deposit of any such
amount in the Certificate Account shall cure any Special Event of Default
unless notice of such Special Event of Default is accompanied by an Opinion of
Counsel, at the expense of WMMSC, to the effect that the cumulative effect of
WMMSC's breach or breaches, notwithstanding the deposit of the amounts of any
such tax, shall have given rise to a substantial risk that any REMIC created
hereunder would fail to continue to qualify as a REMIC.
(h) The Trust Administrator shall, for federal income tax purposes,
maintain books and records with respect to each REMIC on a calendar year and
on an accrual basis or as otherwise may be required by the REMIC Provisions.
(i) Following the Startup Day, no Servicer nor the Trustee nor Trust
Administrator shall accept any contributions of assets to any REMIC created
hereunder unless (subject to Section 2.05) such Servicer, the Trustee or the
Trust Administrator shall have received an Opinion of Counsel (at the expense
of the party seeking to make such contribution) to the effect that the
inclusion of such assets in a REMIC will not cause that REMIC to fail to
qualify as a REMIC at any time that any Certificates are outstanding, or
subject that REMIC to any tax under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances.
(j) No Servicer nor the Trustee nor Trust Administrator shall
(subject to Section 2.05) enter into any arrangement by which a REMIC will
receive a fee or other compensation for services nor permit such REMIC to
receive any income from assets other than
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"qualified mortgages" as defined in Section 860G(a)(3) of the Code or
"permitted investments" as defined in Section 860G(a)(5) of the Code.
(k) Within 30 days after the Closing Date, the Trust Administrator
shall prepare and file with the Internal Revenue Service Form 8811,
"Information Return for Real Estate Mortgage Investment Conduits (REMIC) and
Issuers of Collateralized Debt Obligations" for each REMIC.
(l) None of the Trustee, Trust Administrator, the Master Servicer or
any Servicer shall sell, dispose of or substitute for any of the Mortgage
Loans (except in connection with (i) the default, imminent default or
foreclosure of a Mortgage Loan, including but not limited to, the acquisition
or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii)
the bankruptcy of any REMIC created hereunder, (iii) the termination of any
REMIC created hereunder pursuant to Article X of this Agreement or (iv) a
purchase of Mortgage Loans pursuant to Article II or III of this Agreement)
nor acquire any assets for a REMIC, nor sell or dispose of any investments in
the Collection Account or the Certificate Account for gain nor accept any
contributions to a REMIC after the Closing Date (a) unless it has received an
Opinion of Counsel that such sale, disposition, substitution or acquisition
will not affect adversely the status of any REMIC created hereunder as a REMIC
or (b) unless the Master Servicer or such Servicer has determined in its sole
discretion to indemnify the Trust Fund against such tax.
(m) In order to enable the Trustee and the Trust Administrator to
perform their duties as set forth herein, the Depositor shall provide, or
cause to be provided to the Trustee and the Trust Administrator, within ten
days after the Closing Date, all information or data that the Trustee and the
Trust Administrator determine to be relevant for tax purposes to the
valuations and offering prices of the Certificates, including, without
limitation, the price, yield, prepayment assumption and projected cash flows
of the Certificates and the Mortgage Loans and the Trustee and the Trust
Administrator shall be entitled to rely upon any and all such information and
data in the performance of its duties set forth herein. Thereafter, the Master
Servicer shall provide, promptly upon request therefor, any such additional
information or data that the Trustee or the Trust Administrator may from time
to time reasonably request in order to enable the Trustee and the Trust
Administrator to perform their duties as set forth herein and the Trustee and
the Trust Administrator shall be entitled to rely upon any and all such
information and data in the performance of its duties set forth herein. DLJMC
shall indemnify the Trustee and the Trust Administrator and hold its harmless
for any loss, liability, damage, claim or expense of the Trustee and the Trust
Administrator arising from any failure of the Depositor to provide, or to
cause to be provided, accurate information or data to the Trustee and the
Trust Administrator on a timely basis. The Master Servicer shall indemnify the
Trustee and the Trust Administrator and hold it harmless for any loss,
liability, damage, claim or expense of the Trustee and the Trust Administrator
arising from any failure of the Master Servicer to provide, or to cause to be
provided, accurate information or data required to be provided by the Master
Servicer to the Trustee and the Trust Administrator on a timely basis;
provided, however, that if the Master Servicer or any Servicer shall fail to
provide the information required by Sections 3.16, 3.17 and 4.05, to the
Master Servicer in an accurate, complete and timely manner, that Servicer
shall indemnify the Master Servicer, the Trustee and the Trust Administrator
and hold it harmless for any loss, liability, damage, claim or expense of the
Master Servicer, the Trustee and the Trust Administrator arising from any
failure of that Servicer to provide, or to cause to be provided, the
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information referred to above on a timely basis. The indemnification
provisions hereunder shall survive the termination of this Agreement and shall
extend to any co-trustee and co-trust administrator appointed pursuant to this
Agreement.
SECTION 2.08 Covenants of the Master Servicer and each Servicer.
The Master Servicer and each Servicer, severally and not jointly,
hereby covenants to the Depositor, the Trustee and the Trust Administrator as
follows:
(a) Such Servicer or the Master Servicer shall comply in the
performance of its obligations under this Agreement with all reasonable rules
and requirements of the insurer under each Mortgage Guaranty Insurance Policy;
and
(b) No written information, certificate of an officer, statement
furnished in writing or written report delivered to the Depositor, any
affiliate of the Depositor, the Trustee or the Trust Administrator and
prepared by the Master Servicer or such Servicer pursuant to this Agreement
will contain any untrue statement of a material fact.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
SECTION 3.01 Master Servicer and Servicers to Service Mortgage Loans.
For and on behalf of the Certificateholders, as independent
contractors of the Trustee, the Master Servicer and each Servicer, severally
and not jointly, shall service and administer the Mortgage Loans in accordance
with the terms of this Agreement and with Accepted Servicing Practices. The
obligations of each of WMMSC, GreenPoint and Vesta hereunder to service and
administer the Mortgage Loans shall be limited to the WMMSC Serviced Mortgage
Loans, the GreenPoint Serviced Mortgage Loans and the Vesta Serviced Mortgage
Loans, respectively; and with respect to the duties and obligations of each
Servicer, references herein to related "Mortgage Loans" shall be limited to
the WMMSC Serviced Mortgage Loans (and the related proceeds thereof and
related REO Properties), in the case of WMMSC, the GreenPoint Serviced
Mortgage Loans (and the related proceeds thereof and related REO Properties),
in the case of GreenPoint, and the Vesta Serviced Mortgage Loans (and the
related proceeds thereof and related REO Properties) in the case of Vesta; and
in no event shall any Servicer have any responsibility or liability with
respect to any of the other Mortgage Loans. In connection with such servicing
and administration, the Master Servicer and each Servicer shall have full
power and authority, acting alone and/or through Subservicers as provided in
Section 3.02 hereof, to do or cause to be done any and all things that it may
deem necessary or desirable in connection with such servicing and
administration, including but not limited to, the power and authority, subject
to the terms hereof (i) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (ii) to consent to transfers of any Mortgaged
Property and assumptions of the Mortgage Notes and related Mortgages (but only
in the manner provided in this Agreement), (iii) to collect any Insurance
Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or
other conversion of the ownership of the Mortgaged Property securing any
Mortgage Loan; provided that neither the Master Servicer nor a Servicer shall
take any action that is inconsistent with or prejudices the interests of the
Trust Fund or the Certificateholders in any Mortgage Loan or the rights and
interests of the Depositor, the Trustee, the Trust Administrator or the
Certificateholders under this Agreement. The Master Servicer and each Servicer
shall represent and protect the interests of the Trust Fund in the same manner
as it protects its own interests in mortgage loans in its own portfolio in any
claim, proceeding or litigation regarding a Mortgage Loan, and shall not make
or permit any modification, waiver or amendment of any Mortgage Loan which
would cause any REMIC created hereunder to fail to qualify as a REMIC or
result in the imposition of any tax under Section 860F(a) or Section 860G(d)
of the Code. Without limiting the generality of the foregoing, the Master
Servicer and each Servicer, in its own name or in the name of the Depositor
and the Trustee, is hereby authorized and empowered by the Depositor and the
Trustee and the Trust Administrator, when the Master Servicer or such Servicer
believes it appropriate in its reasonable judgment, to execute and deliver, on
behalf of the Trustee, the Trust Administrator, the Depositor, the
Certificateholders or any of them, any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge and all other
comparable instruments, with respect to the Mortgage Loans, and with respect
to the Mortgaged Properties held for the benefit of the
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Certificateholders. The Master Servicer and each Servicer shall prepare and
deliver to the Depositor and/or the Trustee and/or the Trust Administrator
such documents requiring execution and delivery by either or both of them as
are necessary or appropriate to enable the Master Servicer or such Servicer to
service and administer the Mortgage Loans to the extent that the Master
Servicer or such Servicer is not permitted to execute and deliver such
documents pursuant to the preceding sentence. Upon receipt of such documents,
the Depositor and/or the Trustee or the Trust Administrator shall execute such
documents and deliver them to the Master Servicer or such Servicer.
In accordance with the standards of the preceding paragraph and
unless determined in good faith to be a Nonrecoverable Advance, the Master
Servicer and each Servicer shall advance or cause to be advanced funds as
necessary for the purpose of effecting the payment of taxes and assessments on
the Mortgaged Properties, which advances shall be reimbursable in the first
instance from related collections from the Mortgagors pursuant to Section
3.06, and further as provided in Section 3.08. The costs incurred by the
Master Servicer or a Servicer, if any, in effecting the timely payments of
taxes and assessments on the Mortgaged Properties and related insurance
premiums shall not, for the purpose of calculating monthly distributions to
the Certificateholders, be added to the Stated Principal Balances of the
related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans
so permit.
The Master Servicer and each Servicer hereby acknowledges that, to
the extent the Master Servicer or such Servicer has previously serviced some
or all of the Mortgage Loans pursuant to another servicing agreement, the
provisions contained in this Agreement shall supersede the provisions
contained in such other servicing agreement from and after the Closing Date.
Notwithstanding anything in this Agreement to the contrary, the
purchase of any WMMSC Serviced Loan by any Person shall be subject to the
rights of WMMSC to continue servicing such WMMSC Serviced Loan for the same
Servicing Fee substantially in accordance with the terms of this Agreement.
SECTION 3.02 Subservicing; Enforcement of the Obligations of
Subservicers.
(a) The Mortgage Loans may be subserviced by a Subservicer on behalf
of the Master Servicer or the related Servicer in accordance with the
servicing provisions of this Agreement, provided that the Subservicer is a
FNMA-approved lender or a FHLMC seller/servicer in good standing. The Master
Servicer and each Servicer may perform any of its servicing responsibilities
hereunder or may cause the Subservicer to perform any such servicing
responsibilities on its behalf, but the use by the Master Servicer or such
Servicer of a Subservicer shall not release the Master Servicer or such
Servicer from any of its obligations hereunder and the Master Servicer or such
Servicer shall remain responsible hereunder for all acts and omissions of the
Subservicer as fully as if such acts and omissions were those of such
Servicer. The Master Servicer and each Servicer shall pay all fees and
expenses of any Subservicer engaged by the Master Servicer or such Servicer
from its own funds.
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Notwithstanding the foregoing, the Master Servicer and each Servicer
shall be entitled to outsource one or more separate servicing functions to a
Person (each, an "Outsourcer") that does not meet the eligibility requirements
for a Subservicer, so long as such outsourcing does not constitute the
delegation of the Master Servicer's or such Servicer's obligation to perform
all or substantially all of the servicing of the related Mortgage Loans to
such Outsourcer. In such event, the use by the Master Servicer or a Servicer
of any such Outsourcer shall not release the Master Servicer or the related
Servicer from any of its obligations hereunder and the Master Servicer or such
Servicer shall remain responsible hereunder for all acts and omissions of such
Outsourcer as fully as if such acts and omissions were those of such Servicer,
and the Master Servicer or such Servicer shall pay all fees and expenses of
the Outsourcer from such Servicer's own funds.
(b) At the cost and expense of the Master Servicer or a Servicer,
without any right of reimbursement from the Depositor, the Trustee, the Trust
Administrator or the applicable Collection Account, the Master Servicer or
such Servicer shall be entitled to terminate the rights and responsibilities
of its Subservicer and arrange for any servicing responsibilities to be
performed by a successor Subservicer meeting the requirements set forth in
Section 3.02(a), provided, however, that nothing contained herein shall be
deemed to prevent or prohibit the Master Servicer or such Servicer, at the
Master Servicer's or such Servicer's option, from electing to service the
related Mortgage Loans itself. In the event that the Master Servicer or a
Servicer's responsibilities and duties under this Agreement are terminated
pursuant to Section 8.01, and if requested to do so by the Trustee or Trust
Administrator, the Master Servicer or such Servicer shall, at its own cost and
expense terminate the rights and responsibilities of its Subservicer as soon
as is reasonably possible. The Master Servicer and each Servicer shall pay all
fees, expenses or penalties necessary in order to terminate the rights and
responsibilities of its Subservicer from such Servicer's own funds without any
right of reimbursement from the Depositor, Trustee, Trust Administrator, or
the applicable Collection Account.
(c) Notwithstanding any of the provisions of this Agreement relating
to agreements or arrangements between the Master Servicer or a Servicer and
its Subservicer, the Master Servicer or a Servicer and its Outsourcer, or any
reference herein to actions taken through the Subservicer, the Outsourcer, or
otherwise, neither the Master Servicer nor the related Servicer shall be
relieved of its obligations to the Depositor, Trustee, the Trust Administrator
or Certificateholders and shall be obligated to the same extent and under the
same terms and conditions as if it alone were servicing and administering the
related Mortgage Loans. The Master Servicer and each Servicer shall be
entitled to enter into an agreement with its Subservicer and Outsourcer for
indemnification of the Master Servicer or such Servicer or Outsourcer, as
applicable, by such Subservicer and nothing contained in this Agreement shall
be deemed to limit or modify such indemnification.
For purposes of this Agreement, the Master Servicer or a Servicer
shall be deemed to have received any collections, recoveries or payments with
respect to the related Mortgage Loans that are received by a related
Subservicer regardless of whether such payments are remitted by the
Subservicer to the Master Servicer or such Servicer.
Any Subservicing Agreement and any other transactions or services
relating to the Mortgage Loans involving a Subservicer shall be deemed to be
between the Subservicer, and the
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Master Servicer or the related Servicer alone, and the Depositor, the Trustee,
the Trust Administrator, the other Servicers and the Special Servicer shall
have no obligations, duties or liabilities with respect to a Subservicer
including no obligation, duty or liability of the Depositor, Trustee, the
Trust Administrator, the other Servicers or the Special Servicer to pay a
Subservicer's fees and expenses.
SECTION 3.03 Reserved.
SECTION 3.04 Trust Administrator to Act as Master Servicer or
Servicer.
In the event that (A) the Master Servicer shall for any reason no
longer be Master Servicer hereunder or (B) any Servicer shall for any reason
no longer be a Servicer hereunder and the Master Servicer shall for any reason
no longer be Master Servicer hereunder (including, in each case, by reason of
an Event of Default), the Trust Administrator or its successor shall thereupon
assume all of the rights and obligations of the Master Servicer or such
Servicer hereunder arising thereafter (except that the Trust Administrator
shall not be (i) liable for losses of the Master Servicer or such Servicer
pursuant to Section 3.09 hereof or any acts or omissions of the related
predecessor the Master Servicer or such Servicer hereunder, (ii) obligated to
make Advances if it is prohibited from doing so by applicable law, (iii)
obligated to effectuate repurchases or substitutions of Mortgage Loans
hereunder including, but not limited to, repurchases or substitutions of
Mortgage Loans pursuant to Section 2.02 or 2.03 hereof or (iv) deemed to have
made any representations and warranties of such the Master Servicer or such
Servicer hereunder). Any such assumption shall be subject to Section 8.02
hereof.
The Master Servicer and each Servicer shall, upon request of the
Trust Administrator, but at the expense of the Master Servicer or such
Servicer, deliver to the assuming party all documents and records relating to
each Subservicing Agreement or substitute Subservicing Agreement and the
Mortgage Loans then being serviced thereunder and hereunder by the Master
Servicer or such Servicer and an accounting of amounts collected or held by it
and otherwise use its best efforts to effect the orderly and efficient
transfer of the Subservicing Agreement or substitute Subservicing Agreement to
the assuming party.
SECTION 3.05 Collection of Mortgage Loans; Collection Accounts;
Certificate Account.
(a) Continuously from the date hereof until the principal and
interest on all Mortgage Loans have been paid in full or such Mortgage Loans
have become Liquidated Mortgage Loans, the Master Servicer and 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 Mortgage Loans for which the Master
Servicer or a Servicer collects escrow payments in ascertaining and estimating
Escrow Payments and all other charges that will become due and payable with
respect to the Mortgage Loans and the Mortgaged Properties, to the end that
the installments payable by the Mortgagors will be sufficient to pay such
charges as
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and when they become due and payable. Consistent with the foregoing, in
connection with Mortgage Loans which it is directly servicing, the Master
Servicer or each Servicer may in its discretion (i) waive any late payment
charge or any prepayment charge or penalty interest in connection with the
prepayment of a Mortgage Loan and (ii) extend the due dates for payments due
on a Mortgage Note for a period not greater than 180 days; provided, however,
that neither the Master Servicer nor such 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 Master Servicer or the related Servicer shall make Advances
on the related Mortgage Loan 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. Neither the Master Servicer nor any Servicer shall be required
to institute or join in litigation with respect to collection of any payment
(whether under a Mortgage, Mortgage Note or otherwise or against any public or
governmental authority with respect to a taking or condemnation) if it
reasonably believes that enforcing the provision of the Mortgage or other
instrument pursuant to which such payment is required is prohibited by
applicable law.
(b) The Master Servicer and each Servicer shall segregate and hold
all funds collected and received pursuant to a Mortgage Loan separate and
apart from any of its own funds and general assets and shall establish and
maintain one or more Collection Accounts, in the form of time deposit or
demand accounts, titled "[Master] Servicer's name], in trust for the Holders
of Credit Suisse First Boston Mortgage Securities Corp., Mortgage-Backed
Pass-Through Certificates, Series 2001-26" or, if established and maintained
by a Subservicer on behalf of the Master Servicer or a Servicer,
"[Subservicer's name], in trust for [Servicer's name]" or "[Subservicer's
name], as agent, trustee and/or bailee of principal and interest custodial
account for [Servicer's name], its successors and assigns, for various owners
of interest in [Servicer's name] mortgage-backed pools. In the event that a
Subservicer employs a subservicer, the Collection Account shall be titled
"[name of Subservicer's subservicer], in trust for [Subservicer's name]." Each
Collection Account shall be an Eligible Account acceptable to the Depositor,
the Trust Administrator and Trustee. Funds deposited in a Collection Account
may be drawn on by the Master Servicer or the related Servicer in accordance
with Section 3.08. Any funds deposited in a Collection Account (other than an
account established by WMMSC) shall either be invested in Eligible Investments
or at all times be fully insured to the full extent permitted under applicable
law. The creation of any Collection Account (other than an account established
by WMMSC) shall be evidenced by a certification in the form of Exhibit O-1
hereto, in the case of an account established with such Master Servicer or
Servicer, or by a letter agreement in the form of Exhibit O-2 hereto, in the
case of an account held by a depository other than the related Master Servicer
or Servicer. A copy of such certification or letter agreement shall be
furnished to the Depositor and Trustee. Notwithstanding the foregoing, one of
the Collection Accounts established by WMMSC shall be an Investment Account.
(c) The Master Servicer and each Servicer shall deposit in the
applicable Collection Account on a daily basis, unless otherwise indicated,
and retain therein, the following collections remitted by Subservicers or
payments received by the Master Servicer or such Servicer and payments made by
the Master Servicer or such Servicer subsequent to the Cut-off Date, other
than payments of principal and interest due on or before the Cut-off Date:
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(i) all payments on account of principal on the related
Mortgage Loans, including all Principal Prepayments;
(ii) all payments on account of interest on the related
Mortgage Loans adjusted to the per annum rate equal to the Mortgage
Rate reduced by the sum of the related Servicing Fee Rate or the
Master Servicing Fee Rate, as applicable and the Lender PMI Rate, if
applicable;
(iii) all Liquidation Proceeds on the related Mortgage
Loans;
(iv) all Insurance Proceeds on the related Mortgage Loans
including amounts required to be deposited pursuant to Section 3.09
(other than proceeds to be held in the Escrow Account and applied to
the restoration or repair of the Mortgaged Property or released to
the Mortgagor in accordance with Section 3.09);
(v) all Advances made by the Master Servicer or such
Servicer pursuant to Section 5.01;
(vi) no later than the withdrawal from the Collection
Account pursuant to Section 3.08(a)(viii) each month, the applicable
amount of Compensating Interest for the Master Servicer or such
Servicer (or if such Servicer defaults in such obligation, the
Master Servicer) for the related Prepayment Period. The aggregate of
such deposits shall be made from the Master Servicer's or such
Servicer's own funds, without reimbursement therefor.
(vii) any amounts required to be deposited by the Master
Servicer or such Servicer in respect of net monthly income from REO
Property pursuant to Section 3.11; and
(viii) any other amounts required to be deposited hereunder.
The foregoing requirements for deposit into each Collection Account
shall be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, Ancillary Income need not be deposited by the
Master Servicer or such Servicer into such Collection Account. In addition,
notwithstanding the provisions of this Section 3.05, the Master Servicer and
each Servicer may deduct from amounts received by it, prior to deposit to the
applicable Collection Account, any portion of any Scheduled Payment
representing the Master Servicing Fee or the applicable Servicing Fee and the
Lender PMI Rate, if applicable. In the event that the Master Servicer or a
Servicer shall remit any amount not required to be remitted, it may at any
time withdraw or direct the institution maintaining the related Collection
Account to withdraw such amount from such Collection Account, any provision
herein to the contrary notwithstanding. Such withdrawal or direction may be
accomplished by delivering written notice thereof to the Trustee or such other
institution maintaining such Collection Account which describes the amounts
deposited in error in such Collection Account. The Master Servicer and each
Servicer shall maintain adequate records with respect to all withdrawals made
by it pursuant to this Section. All funds deposited in a Collection Account
shall be held in trust for the Certificateholders until withdrawn in
accordance with Section 3.08(a).
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(d) On or prior to the Closing Date, the Trust Administrator shall
establish and maintain, on behalf of the Certificateholders, the Certificate
Account. The Trust Administrator shall, promptly upon receipt, deposit in the
Certificate Account and retain therein the following:
(i) the aggregate amount remitted by the Master Servicer
to the Trust Administrator pursuant to Section 3.08(a)(viii);
(ii) any amount deposited by the Trust Administrator
pursuant to Section 3.05(e) in connection with any losses on
Eligible Investments; and
(iii)any other amounts deposited hereunder which are
required to be deposited in the Certificate Account.
In the event that the Master Servicer shall remit to the Trust
Administrator any amount not required to be remitted, it may at any time
direct the Trust Administrator to withdraw such amount from the Certificate
Account, any provision herein to the contrary notwithstanding. Such direction
may be accomplished by delivering an Officer's Certificate to the Trust
Administrator which describes the amounts deposited in error in the
Certificate Account. All funds deposited in the Certificate Account shall be
held by the Trust Administrator in trust for the Certificateholders until
disbursed in accordance with this Agreement or withdrawn in accordance with
Section 3.08(b). In no event shall the Trust Administrator incur liability for
withdrawals from the Certificate Account at the direction of the Master
Servicer.
(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
Master Servicer or the related Servicer or the Trust Administrator,
respectively, in Eligible Investments, which shall mature not later than (i)
in the case of a Collection Account, the Cash Remittance Date, and (ii) in the
case of the Certificate Account, the Business Day immediately preceding the
Distribution Date, or on the Distribution Date, with respect to Eligible
Investments invested with an affiliate of the Trust Administrator, and, in
each case, shall not be sold or disposed of prior to its maturity. 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
Master Servicer or the related Servicer as servicing compensation and shall be
remitted to it monthly as provided herein. The amount of any realized losses
in a Collection Account incurred in any such account in respect of any such
investments shall promptly be deposited by the Master Servicer or the related
Servicer in the related Collection Account. Neither the Trustee nor the Trust
Administrator shall be liable for the amount of any loss incurred in respect
of any investment or lack of investment of funds held in a Collection Account
and made in accordance with this Section 3.05. All income and gain net of any
losses realized from any such investment of funds on deposit in the
Certificate Account shall be for the benefit of the Trust Administrator as
compensation and shall be remitted to it monthly as provided herein. The
amount of any realized losses in the Certificate Account incurred in any such
account in respect of any such investments shall promptly be deposited by the
Trust Administrator in the Certificate Account.
(f) The Master Servicer and each Servicer shall give notice to the
Trustee, the Trust Administrator, each related Seller, each Rating Agency, and
the Depositor of any proposed
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change of the location of the related Collection Account prior to any change
thereof. The Trust Administrator shall give notice to the Master Servicer and
each Servicer, each Seller, each Rating Agency, the Trustee and the Depositor
of any proposed change of the location of the Certificate Account prior to any
change thereof.
SECTION 3.06 Establishment of and Deposits to Escrow Accounts;
Permitted Withdrawals from Escrow Accounts; Payments
of Taxes, Insurance and Other Charges.
(a) To the extent required by the related Mortgage Note and not
violative of applicable law, the applicable Servicer shall segregate and hold
all funds collected and received pursuant to a Mortgage Loan constituting
Escrow Payments separate and apart from any of its own funds and general
assets and shall establish and maintain one or more Escrow Accounts, in the
form of time deposit or demand accounts, titled, in the case of Servicers
other than Vesta,"Credit Suisse First Boston Mortgage Securities Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2001-26", in the case of
Vesta, "Vesta Servicing L.P., as Servicer for Credit Suisse First Boston
Mortgage Securities Corp. Mortgage-Backed Pass-Through Certificates, Series
2001-26", or, if established and maintained by a Subservicer on behalf of the
Master Servicer or a Servicer, "[Subservicer's name], in trust for [Servicer's
name]" or "[Subservicer's name], as agent, trustee and/or bailee of taxes and
insurance custodial account for [Servicer's name], its successors and assigns,
for various owners of interest in [Servicer's name] mortgage-backed pools. In
the event that a Subservicer employs a subservicer, the Escrow Accounts shall
be titled "[name of Subservicer's subservicer] in trust for [Subservicer's
name]. The Escrow Accounts shall be Eligible Accounts. Funds deposited in the
Escrow Account may be drawn on by the Master Servicer or the related Servicer
in accordance with Section 3.06(d). Except with respect to WMMSC, the creation
of any Escrow Account shall be evidenced by a certification in the form of
Exhibit P-1 hereto, in the case of an account established with the Master
Servicer or a Servicer, or by a letter agreement in the form of Exhibit P-2
hereto, in the case of an account held by a depository other than the Master
Servicer or a Servicer. A copy of such certification shall be furnished to the
Depositor, the Trust Administrator and Trustee.
(b) Each Servicer shall deposit or cause to be deposited in its
Escrow Account or Accounts on a daily basis within two Business Days of
receipt and retain therein:
(i) all Escrow Payments collected on account of the
related Mortgage Loans, for the purpose of effecting timely payment
of any such items as required under the terms of this Agreement; and
(ii) all amounts representing Insurance Proceeds which are
to be applied to the restoration or repair of any Mortgaged
Property.
(c) Each Servicer shall make withdrawals from the Escrow Account
only to effect such payments as are required under this Agreement, as set
forth in Section 3.06(d). Each Servicer shall be entitled to retain any
interest paid on funds deposited in the related Escrow Account by the
depository institution, other than interest on escrowed funds required by law
to be paid to the Mortgagor. To the extent required by law, the applicable
Servicer shall pay interest
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on escrowed funds to the Mortgagor notwithstanding that the Escrow Account may
be non-interest bearing or that interest paid thereon is insufficient for such
purposes.
(d) Withdrawals from the Escrow Account or Accounts may be made or
caused to be made by the related Servicer only:
(i) to effect timely payments of ground rents, taxes,
assessments, water rates, mortgage insurance premiums, condominium
charges, fire and hazard insurance premiums or other items
constituting Escrow Payments for the related Mortgage;
(ii) to reimburse the Master Servicer or such Servicer for
any Servicing Advances made by the Master Servicer or such Servicer
with respect to a related Mortgage Loan, but only from amounts
received on the related Mortgage Loan which represent late
collections of Escrow Payments thereunder;
(iii) to refund to any Mortgagor any funds found to be in
excess of the amounts required under the terms of the related
Mortgage Loan;
(iv) for transfer to the related Collection Account to
reduce the principal balance of the related Mortgage Loan in
accordance with the terms of the related Mortgage and Mortgage Note;
(v) for application to restore or repair of the related
Mortgaged Property in accordance with the procedures outlined in
Section 3.09(e);
(vi) to pay to the related Servicer, or any Mortgagor to
the extent required by law, any interest paid on the funds deposited
in such Escrow Account; and
(vii) to clear and terminate such Escrow Account on the
termination of this Agreement.
(e) With respect to each Mortgage Loan, the applicable Servicer
shall maintain accurate records reflecting the status of ground rents and
taxes and any other item which may become a lien senior to the lien of the
related Mortgage and the status of Mortgage Guaranty Insurance Policy
premiums, and fire and hazard insurance coverage and shall obtain, from time
to time, all bills for the payment of such charges (including renewal
premiums) and shall effect or cause to be effected payment thereof prior to
the applicable penalty or termination date.
SECTION 3.07 Access to Certain Documentation and Information
Regarding the Mortgage Loans; Inspections.
(a) The Master Servicer and each Servicer shall afford the
Depositor, the Trustee and the Trust Administrator reasonable access to all
records and documentation regarding the Mortgage Loans and all accounts,
insurance information and other matters relating to this Agreement, such
access being afforded without charge, but only upon reasonable written request
and during normal business hours at the office designated by the Master
Servicer or such Servicer. In addition, each Servicer shall afford the Master
Servicer reasonable access to all
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records and documentation regarding the Mortgage Loans and all accounts,
insurance information and other matters relating to this Agreement, such
access being afforded without charge, but only upon reasonable written request
and during normal business hours at the office designated by such Servicer.
(b) The Master Servicer and each Servicer shall inspect the related
Mortgaged Properties as often as deemed necessary by the Master Servicer or
such Servicer in such party's sole discretion, to assure itself that the value
of such Mortgaged Property is being preserved. In addition, if any Mortgage
Loan is more than 60 days delinquent, the applicable Servicer shall conduct
subsequent inspections in accordance with Accepted Servicing Practices or as
may be required by the primary mortgage guaranty insurer. The Master Servicer
and each Servicer shall keep a written or electronic report of each such
inspection.
SECTION 3.08 Permitted Withdrawals from the Collection Accounts and
Certificate Account.
(a) The Master Servicer and each Servicer may from time to time make
withdrawals from the related Collection Account for the following purposes:
(i) to pay to the Master Servicer or such Servicer (to the
extent not previously retained by the Master Servicer or such
Servicer) the servicing compensation to which it is entitled
pursuant to Section 3.14, and to pay to the Master Servicer or such
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 Master Servicer or such 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 such Servicer);
(iii) to reimburse the Master Servicer or such Servicer
for any Nonrecoverable Advance previously made or any amount
expended pursuant to Section 3.11(a);
(iv) to reimburse the Master Servicer or such Servicer for
(A) unreimbursed Servicing Advances, the Master Servicer's or such
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 Master Servicing
Fees or 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;
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(vi) to make any payments required to be made pursuant to
Section 2.07(g);
(vii) to withdraw any amount deposited in such Collection
Account and not required to be deposited therein;
(viii) on the Cash Remittance Date, to withdraw an amount
equal to the portion of each Available Distribution Amount
applicable to the Mortgage Loans serviced by such Servicer for such
Distribution Date and remit such amount to the Master Servicer who
will remit the aggregate of such amounts to the Trust Administrator
for deposit in the Certificate Account; and
(ix) to clear and terminate such Collection Account upon
termination of this Agreement pursuant to Section 10.01 hereof.
The Master Servicer and each Servicer shall keep and maintain
separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the
purpose of justifying any withdrawal from the related Collection Account
pursuant to such subclauses (i), (ii), (iv) and (v). Prior to making any
withdrawal from a Collection Account pursuant to subclause (iii), the Master
Servicer or the related Servicer shall deliver to the Trust Administrator a
certificate of a Servicing Officer indicating the amount of any previous
Advance determined by the Master Servicer or such Servicer to be a
Nonrecoverable Advance and identifying the related Mortgage Loans(s), and
their respective portions of such Nonrecoverable Advance or Servicing Advance.
(b) The Trust Administrator shall withdraw funds from the
Certificate Account for distributions to Certificateholders, FSA and MGIC, in
the manner specified in this Agreement (and to withhold from the amounts so
withdrawn, the amount of any taxes that it is authorized to withhold pursuant
to Section 2.07). In addition, the Trust Administrator may from time to time
make withdrawals from the Certificate Account for the following purposes:
(i) to pay to itself any investment income earned for the
related Distribution Date;
(ii) to pay to MGIC the MGIC PMI Fee with respect to each
MGIC PMI Mortgage Loan;
(iii) to withdraw and return to the Master Servicer or the
applicable Servicer for deposit to the applicable Collection Account
any amount deposited in the Certificate Account and not required to
be deposited therein; and
(iv) to clear and terminate the Certificate Account upon
termination of the Agreement pursuant to Section 10.01 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 Master Servicer and each Servicer shall cause to be
maintained for each Mortgage Loan hazard insurance such that all buildings
upon the 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
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 the
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
Flood Emergency Management Agency as having special flood hazards (and such
flood insurance has been made available), the Master Servicer or the related
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 is secured by a unit in a condominium project, the
Master Servicer or the related Servicer shall verify that the coverage
required of the owner's association, including hazard, flood, liability, and
fidelity coverage, is being maintained in accordance with the requirements of
the Master Servicer or the Servicer for mortgage loans that it services on its
own account.
The Master Servicer and each Servicer shall cause to be maintained
on each Mortgaged Property 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 Master Servicer or the Servicer shall not be required to
bear the cost of such insurance.
All policies required hereunder shall name the Master Servicer or
the related Servicer as loss payee and shall be endorsed with standard or
union mortgagee clauses, without contribution, which shall provide for prior
written notice of any cancellation, reduction in amount or material change in
coverage.
A 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,
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however, that the Master Servicer or such Servicer shall not accept any such
insurance policies from insurance companies unless such companies are rated:
B:III or better in Best's or acceptable to FNMA or FHLMC and are licensed to
do business in the jurisdiction in which the Mortgaged Property is located.
The Master Servicer or the related Servicer shall determine that such policies
provide sufficient risk coverage and amounts, that they insure the property
owner, and that they properly describe the property address.
Pursuant to Section 3.05, any amounts collected by the Master
Servicer or a Servicer under any such policies (other than amounts to be
deposited in the related Escrow Account and applied to the restoration or
repair of the related Mortgaged Property, or property acquired in liquidation
of the Mortgage Loan, or to be released to the Mortgagor, in accordance with
such Servicer's normal servicing procedures) shall be deposited in the related
Collection Account (subject to withdrawal pursuant to Section 3.08(a)).
Any cost incurred by the Master Servicer or a Servicer in
maintaining any such insurance shall not, for the purpose of calculating
monthly distributions to the Certificateholders or remittances to the Trust
Administrator for their benefit, be added to the principal balance of the
Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so permit.
Such costs shall constitute a Servicing Advance and will be reimbursable to
the Master Servicer or 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 or maintained on property
acquired in respect of a Mortgage 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 Master Servicer or a Servicer shall obtain
and maintain a blanket policy insuring against losses arising from fire and
hazards covered under extended coverage on all of the related 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 Master Servicer or a Servicer under any such policy relating
to a Mortgage Loan shall be deposited in the related Collection Account
subject to withdrawal pursuant to Section 3.08(a). Such policy may contain a
deductible clause, in which case, in the event that there shall not have been
maintained on the related Mortgaged Property a policy complying with Section
3.09(a), and there shall have been a loss which would have been covered by
such policy, the Master Servicer or the related Servicer shall deposit in the
related Collection Account at the time of such loss the amount not otherwise
payable under the blanket policy because of such deductible clause, such
amount to be deposited from such Servicer's funds, without reimbursement
therefor. Upon request of the Trust Administrator, the Master Servicer or a
Servicer shall cause to be delivered to the Trust Administrator a certified
true copy of such policy and a statement from the insurer thereunder that such
policy shall in no event be terminated or materially modified without 30 days'
prior written notice to the Trust Administrator. In connection with its
activities as Servicer of the related Mortgage Loans, the Master Servicer or
such Servicer agrees to present, on behalf of itself, the Depositor, and the
Trust Administrator for the benefit of the Certificateholders, claims under
any such blanket policy.
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(c) With respect to each Mortgage Loan (other than any Lender PMI
Mortgage Loan) with a Loan-to-Value Ratio in excess of 80% which the
applicable Seller represented to be covered by a Mortgage Guaranty Insurance
Policy as of the Cut-off Date, the Master Servicer or the related Servicer
shall, without any cost to the Depositor or Trust Administrator, maintain or
cause the Mortgagor to maintain in full force and effect a Mortgage Guaranty
Insurance Policy insuring that portion of the Mortgage Loan in excess of 75%
of value, and shall pay or shall cause the Mortgagor to pay, the premium
thereon on a timely basis, until the loan-to-value ratio of such Mortgage Loan
is reduced to 80%, based on either (i) a current appraisal of the Mortgaged
Property or (ii) the appraisal of the Mortgaged Property obtained at the time
the Mortgage Loan was originated. In the event that such Mortgage Guaranty
Insurance Policy shall be terminated, the Master Servicer or the related
Servicer shall obtain from another Qualified Insurer a comparable replacement
policy, with a total coverage equal to the remaining coverage of such
terminated Mortgage Guaranty Insurance Policy. If the insurer shall cease to
be a Qualified Insurer, the Master Servicer or the related Servicer shall
determine whether recoveries under the Mortgage Guaranty Insurance Policy are
jeopardized for reasons related to the financial condition of such insurer, it
being understood that the Master Servicer or such Servicer shall in no event
have any responsibility or liability for any failure to recover under the
Mortgage Guaranty Insurance Policy for such reason. If the Master Servicer or
the related Servicer determines that recoveries are so jeopardized, it shall
notify the Mortgagor, if required, and obtain from another Qualified Insurer a
replacement insurance policy. The Master Servicer or the related Servicer
shall not take any action which would result in noncoverage under any
applicable Mortgage Guaranty Insurance Policy of any loss which, but for the
actions of the Master Servicer or such Servicer would have been covered
thereunder. In connection with any assumption or substitution agreement
entered into or to be entered into pursuant to Section 3.10, the Master
Servicer and each Servicer shall promptly notify the insurer under the related
Mortgage Guaranty Insurance Policy, if any, of such assumption or substitution
of liability in accordance with the terms of such Mortgage Guaranty Insurance
Policy and shall take all actions which may be required by such insurer as a
condition to the continuation of coverage under such Mortgage Guaranty
Insurance Policy provided that such required actions are in compliance with
all applicable law. If such Mortgage Guaranty Insurance Policy is terminated
as a result of such assumption or substitution of liability, the Master
Servicer or the related Servicer shall obtain a replacement Mortgage Guaranty
Insurance Policy as provided above; provided that under applicable law and the
terms of the related Mortgage Note and Mortgage the cost of such policy may be
charged to the successor Mortgagor.
With respect to the MGIC PMI Mortgage Loans, the MGIC Policy shall
be maintained by the Trustee for the life of such Mortgage Loans, unless
otherwise prohibited by law. The applicable Servicer shall submit all claims
required to be made under the MGIC Policy in a timely fashion and shall
otherwise comply with the terms of the MGIC Policy. The Master Servicer and
each Servicer shall deposit all amounts received under the MGIC Policy into
the Collection Account. The MGIC PMI Fee shall be paid by the Trust
Administrator from amounts withdrawn from the Certificate Account in
accordance with Section 3.08(b)(ii).
With respect to Mortgage Loans which are not MGIC PMI Mortgage
Loans, the Master Servicer and the applicable Servicer each agrees to effect
timely payment of the premiums on each Mortgage Guaranty Insurance Policy, and
such payments shall constitute
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Servicing Advances reimbursable to the Master Servicer or such Servicer
pursuant to Section 3.08.
With respect to the Lender PMI Mortgage Loans, the applicable
Servicer shall maintain the Primary Insurance Policy for the life of such
Mortgage Loans, unless otherwise prohibited by law and shall be responsible
for the payment of the Lender PMI Fee to the applicable insurer.
(d) In connection with its activities as servicer, the Master
Servicer and each Servicer agrees to prepare and present, on behalf of itself,
the Depositor, the Trustee, the Trust Administrator and the
Certificateholders, claims to the insurer under any Mortgage Guaranty
Insurance Policy in a timely fashion in accordance with the terms of such
Mortgage Guaranty Insurance Policy and, in this regard, to take such
reasonable action as shall be necessary to permit recovery under any Mortgage
Guaranty Insurance Policy respecting defaulted Mortgage Loans. Pursuant to
Section 3.05, any amounts collected by the Master Servicer or a Servicer under
any Mortgage Guaranty Insurance Policy shall be deposited in the related
Collection Account, subject to withdrawal pursuant to Section 3.08.
(e) Neither the Master Servicer nor a Servicer need obtain the
approval of the Trustee or the Trust Administrator prior to releasing any
Insurance Proceeds to the Mortgagor to be applied to the restoration or repair
of the Mortgaged Property if such release is in accordance with Accepted
Servicing Practices. At a minimum, the Master Servicer and each Servicer shall
comply with the following conditions in connection with any such release of
Insurance Proceeds:
(i) the Master Servicer or such Servicer shall receive
satisfactory independent verification of completion of repairs and
issuance of any required approvals with respect thereto;
(ii) the Master Servicer or such Servicer shall take all
steps necessary to preserve the priority of the lien of the
Mortgage, including, but not limited to requiring waivers with
respect to mechanics' and materialmen's liens; and
(iii) pending repairs or restoration, the Master Servicer
or such Servicer shall place the Insurance Proceeds in the related
Escrow Account.
(f) If the Trustee or Trust Administrator is named as an additional
loss payee, the Master Servicer or the related Servicer is hereby empowered to
endorse any loss draft issued in respect of such a claim in the name of the
Trust Administrator.
SECTION 3.10 Enforcement of Due-on-Sale Clauses; Assumption
Agreements.
(a) The Master Servicer and each Servicer shall use its best efforts
to enforce any "due-on-sale" provision contained in any related Mortgage or
Mortgage Note and to deny assumption by the person to whom the Mortgaged
Property has been or is about to be sold whether by absolute conveyance or by
contract of sale, and whether or not the Mortgagor remains liable on the
Mortgage and the Mortgage Note. When the Mortgaged Property has been conveyed
by the Mortgagor, the Master Servicer or the related Servicer shall, to the
extent it has
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knowledge of such conveyance, exercise its rights to accelerate the maturity
of such Mortgage Loan under the "due-on-sale" clause applicable thereto,
provided, however, that the Master Servicer or such Servicer shall not
exercise such rights if prohibited by law from doing so or if the exercise of
such rights would impair or threaten to impair any recovery under the related
Mortgage Guaranty Insurance Policy, if any.
(b) If the Master Servicer or a Servicer reasonably believes it is
unable under applicable law to enforce such "due-on-sale" clause, the Master
Servicer or such Servicer shall enter into (i) an assumption and modification
agreement with the person to whom such property has been conveyed, pursuant to
which such person becomes liable under the Mortgage Note and the original
Mortgagor remains liable thereon or (ii) in the event the Master Servicer or
such Servicer is unable under applicable law to require that the original
Mortgagor remain liable under the Mortgage Note, a substitution of liability
agreement with the purchaser of the Mortgaged Property pursuant to which the
original Mortgagor is released from liability and the purchaser of the
Mortgaged Property is substituted as Mortgagor and becomes liable under the
Mortgage Note. Notwithstanding the foregoing, the Master Servicer or a
Servicer shall not be deemed to be in default under this Section by reason of
any transfer or assumption which the Master Servicer or such Servicer
reasonably believes it is restricted by law from preventing, for any reason
whatsoever. In connection with any such assumption, no material term of the
Mortgage Note, including without limitation, the Mortgage Rate borne by the
related Mortgage Note, the term of the Mortgage Loan or the outstanding
principal amount of the Mortgage Loan shall be changed.
(c) To the extent that any Mortgage Loan is assumable, the Master
Servicer or the related Servicer shall inquire diligently into the
creditworthiness of the proposed transferee, and shall use the underwriting
criteria for approving the credit of the proposed transferee which are used by
FNMA with respect to underwriting mortgage loans of the same type as the
Mortgage Loans. If the credit of the proposed transferee does not meet such
underwriting criteria, the Master Servicer or the related Servicer diligently
shall, to the extent permitted by the Mortgage or the Mortgage Note and by
applicable law, accelerate the maturity of the Mortgage Loan.
(d) Subject to each Servicer's duty to enforce any due-on-sale
clause to the extent set forth in this Section 3.10, in any case in which a
Mortgaged Property has been conveyed to a Person by a Mortgagor, and such
Person is to enter into an assumption agreement or modification agreement or
supplement to the Mortgage Note or Mortgage that requires the signature of the
Trustee, or if an instrument of release signed by the Trustee is required
releasing the Mortgagor from liability on the Mortgage Loan, the Master
Servicer or such Servicer shall prepare and deliver or cause to be prepared
and delivered to the Trustee for signature and shall direct, in writing, the
Trustee to execute the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or
Mortgage or otherwise to comply with any applicable laws regarding assumptions
or the transfer of the Mortgaged Property to such Person. In connection with
any such assumption, no material term of the Mortgage Note may be changed.
Together with each such substitution, assumption or other agreement or
instrument delivered to the Trustee for execution by it, the Master Servicer
or the related Servicer shall deliver an Officer's Certificate signed by a
Servicing Officer stating that the requirements of this subsection have been
met in connection therewith. The Master Servicer or the related Servicer shall
notify the
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Trustee that any such substitution or assumption agreement has been
completed by forwarding to the Trustee the original of such substitution or
assumption agreement, which in the case of the original shall be added to the
related Mortgage File and shall, for all purposes, be considered a part of
such Mortgage File to the same extent as all other documents and instruments
constituting a part thereof. Any fee collected by the Master Servicer or a
Servicer for entering into an assumption or substitution of liability
agreement will be retained by the Master Servicer or such Servicer as
additional servicing compensation.
SECTION 3.11 Realization Upon Defaulted Mortgage Loans; Repurchase
of Certain Mortgage Loans.
(a) The Master Servicer and each Servicer shall use reasonable
efforts to foreclose upon or otherwise comparably convert the ownership of
properties securing such of the related Mortgage Loans as come into and
continue in default and as to which no satisfactory arrangements can be made
for collection of delinquent payments. In connection with such foreclosure or
other conversion, the Master Servicer and each Servicer shall take such action
as (i) the Master Servicer or such Servicer would take under similar
circumstances with respect to a similar mortgage loan held for its own account
for investment, (ii) shall be consistent with Accepted Servicing Practices,
(iii) the Master Servicer or such Servicer shall determine consistently with
Accepted Servicing Practices to be in the best interest of the Trustee and
Certificateholders, and (iv) is consistent with the requirements of the
insurer under any Required Insurance Policy; provided, however, that the
Master Servicer or such Servicer shall not be required to expend its own funds
in connection with any foreclosure or towards the restoration of any property
unless it shall determine (i) that such restoration and/or foreclosure will
increase the proceeds of liquidation of the related Mortgage Loan after
reimbursement to itself of such expenses and (ii) that such expenses will be
recoverable to it through Liquidation Proceeds. Any funds expended by the
Master Servicer or any Servicer pursuant to this Section 3.11(a) shall be
reimbursable in full pursuant to Section 3.08(a)(iii). The Master Servicer or
the related Servicer shall be responsible for all other costs and expenses
incurred by it in any such proceedings; provided, however, that it shall be
entitled to reimbursement thereof from the Liquidation Proceeds with respect
to the related Mortgaged Property, as provided in the definition of
Liquidation Proceeds and as provided in Section 3.08(a)(iv)(A).
Notwithstanding anything to the contrary contained in this
Agreement, in connection with a foreclosure or acceptance of a deed in lieu of
foreclosure, in the event the Master Servicer or the related Servicer has
reasonable cause to believe that a Mortgaged Property is contaminated by
hazardous or toxic substances or wastes, or if the Trust Administrator
otherwise requests, an environmental inspection or review of such Mortgaged
Property conducted by a qualified inspector shall be arranged for by such
Servicer. Upon completion of the inspection, the Master Servicer or the
related Servicer shall promptly provide the Trust Administrator with a written
report of environmental inspection.
In the event the environmental inspection report indicates that the
Mortgaged Property is contaminated by hazardous or toxic substances or wastes,
the Master Servicer or the related Servicer shall not proceed with foreclosure
or acceptance of a deed in lieu of foreclosure if the estimated costs of the
environmental clean up, as estimated in the environmental inspection report,
together with the Servicing Advances and Advances made by the Master Servicer
or such
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Servicer and the estimated costs of foreclosure or acceptance of a deed in
lieu of foreclosure exceeds the estimated value of the Mortgaged Property. If
however, the aggregate of such clean up and foreclosure costs, Advances and
Servicing Advances are less than or equal to the estimated value of the
Mortgaged Property, then the Master Servicer or the related Servicer may, in
its reasonable judgment and in accordance with Accepted Servicing Practices,
choose to proceed with foreclosure or acceptance of a deed in lieu of
foreclosure and the Master Servicer or such Servicer shall be reimbursed for
all reasonable costs associated with such foreclosure or acceptance of a deed
in lieu of foreclosure and any related environmental clean up costs, as
applicable, from the related Liquidation Proceeds, or if the Liquidation
Proceeds are insufficient to fully reimburse such Servicer, the Master
Servicer or such Servicer shall be entitled to be reimbursed from amounts in
the related Collection Account pursuant to Section 3.08(a) hereof. In the
event the Master Servicer or the related Servicer does not proceed with
foreclosure or acceptance of a deed in lieu of foreclosure pursuant to the
first sentence of this paragraph, the Master Servicer or such Servicer shall
be reimbursed for all Advances and Servicing Advances made with respect to the
related Mortgaged Property from the related Collection Account pursuant to
Section 3.08(a) hereof, and the Master Servicer or such Servicer shall have no
further obligation to service such Mortgage Loan under the provisions of this
Agreement.
(b) With respect to any REO Property, the deed or certificate of
sale shall be taken in the name of the Trust Administrator for the benefit of
the Certificateholders, or its nominee, on behalf of the Certificateholders.
The Trust Administrator's name shall be placed on the title to such REO
Property solely as the Trust Administrator hereunder and not in its individual
capacity. The Master Servicer or the related Servicer shall ensure that the
title to such REO Property references this Agreement and the Trust
Administrator's capacity hereunder. Pursuant to its efforts to sell such REO
Property, the Master Servicer or the related Servicer shall in accordance with
Accepted Servicing Practices manage, conserve, protect and operate each REO
Property for the purpose of its prompt disposition and sale. The Master
Servicer or the related Servicer, either itself or through an agent selected
by such Servicer, shall manage, conserve, protect and operate the REO Property
in the same manner that it manages, conserves, protects and operates other
foreclosed property for its own account, and in the same manner that similar
property in the same locality as the REO Property is managed. Upon request,
the Master Servicer or the related Servicer shall furnish to the Trust
Administrator on or before each Distribution Date a statement with respect to
any REO Property covering the operation of such REO Property for the previous
calendar month and such Servicer's efforts in connection with the sale of such
REO Property and any rental of such REO Property incidental to the sale
thereof for the previous calendar month. That statement shall be accompanied
by such other information as the Trust Administrator shall reasonably request
and which is necessary to enable the Trust Administrator to comply with the
reporting requirements of the REMIC Provisions. The net monthly rental income,
if any, from such REO Property shall be deposited in the related Collection
Account no later than the close of business on each Determination Date. The
Master Servicer or the related Servicer shall perform the tax reporting and
withholding required by Sections 1445 and 6050J of the Code with respect to
foreclosures and abandonments, the tax reporting required by Section 6050H of
the Code with respect to the receipt of mortgage interest from individuals and
any tax reporting required by Section 6050P of the Code with respect to the
cancellation of indebtedness by certain financial entities, by preparing such
tax and information returns as may be required, in the form required, and
delivering the same to the Trust Administrator for filing.
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To the extent consistent with Accepted Servicing Practices, the
Master Servicer or the related Servicer shall also maintain on each REO
Property fire and hazard insurance with extended coverage in an amount which
is equal to the outstanding principal balance of the related Mortgage Loan (as
reduced by any amount applied as a reduction of principal at the time of
acquisition of the REO Property), liability insurance and, to the extent
required and available under the Flood Disaster Protection Act of 1973, as
amended, flood insurance in the amount required above.
(c) In the event that the Trust Fund acquires any Mortgaged Property
as aforesaid or otherwise in connection with a default or imminent default on
a Mortgage Loan, the Master Servicer or the related Servicer shall dispose of
such Mortgaged Property prior to three years after the end of the calendar
year of its acquisition by the Trust Fund unless (i) the Trustee and the Trust
Administrator shall have been supplied with an Opinion of Counsel to the
effect that the holding by the Trust Fund of such Mortgaged Property
subsequent to such three-year period will not result in the imposition of
taxes on "prohibited transactions" of any REMIC hereunder as defined in
section 860F of the Code or cause any REMIC hereunder to fail to qualify as a
REMIC at any time that any Certificates are outstanding, in which case the
Trust Fund may continue to hold such Mortgaged Property (subject to any
conditions contained in such Opinion of Counsel) or (ii) the applicable
Servicer shall have applied for, prior to the expiration of such three-year
period, an extension of such three-year period in the manner contemplated by
Section 856(e)(3) of the Code, in which case the three-year period shall be
extended by the applicable extension period. Notwithstanding any other
provision of this Agreement, no Mortgaged Property acquired by the Trust Fund
shall be rented (or allowed to continue to be rented) or otherwise used for
the production of income by or on behalf of the Trust Fund in such a manner or
pursuant to any terms that would (i) cause such Mortgaged Property to fail to
qualify as "foreclosure property" within the meaning of section 860G(a)(8) of
the Code or (ii) subject any REMIC hereunder to the imposition of any federal,
state or local income taxes on the income earned from such Mortgaged Property
under Section 860G(c) of the Code or otherwise, unless the Master Servicer or
the related Servicer has agreed to indemnify and hold harmless the Trust Fund
with respect to the imposition of any such taxes.
In the event of a default on a Mortgage Loan one or more of whose
obligor is not a United States Person, as that term is defined in Section
7701(a)(30) of the Code, in connection with any foreclosure or acquisition of
a deed in lieu of foreclosure (together, "foreclosure") in respect of such
Mortgage Loan, the Master Servicer or the related Servicer will cause
compliance with the provisions of Treasury Regulation Section 1.1445-2(d)(3)
(or any successor thereto) necessary to assure that no withholding tax
obligation arises with respect to the proceeds of such foreclosure except to
the extent, if any, that proceeds of such foreclosure are required to be
remitted to the obligors on such Mortgage Loan.
(d) The decision of the Master Servicer or a Servicer to foreclose
on a defaulted Mortgage Loan shall be subject to a determination by the Master
Servicer or such Servicer that the proceeds of such foreclosure would exceed
the costs and expenses of bringing such a proceeding. The income earned from
the management of any REO Properties, net of reimbursement to the Master
Servicer or 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
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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) The proceeds from any liquidation of a Mortgage Loan, as well as
any income from an REO Property, will be applied in the following order of
priority: first, to reimburse the Master Servicer or the related Servicer for
any related unreimbursed Servicing Advances and Servicing Fees; second, to
reimburse the Master Servicer or such Servicer for any unreimbursed Advances;
third, to reimburse the related Collection Account for any Nonrecoverable
Advances (or portions thereof) that were previously withdrawn by the Master
Servicer or such Servicer pursuant to Section 3.08(a)(iii) that related to
such Mortgage Loan; fourth, to accrued and unpaid interest (to the extent no
Advance has been made for such amount or any such Advance has been reimbursed)
on the Mortgage Loan or related REO Property, at the per annum rate equal to
the related Mortgage Rate reduced by the related Servicing Fee Rate and the
Lender PMI Rate, if applicable, to the Due Date occurring in the month in
which such amounts are required to be distributed; and fifth, as a recovery of
principal of the Mortgage Loan. Excess Proceeds, if any, from the liquidation
of a Liquidated Mortgage Loan will be retained by the Master Servicer or the
related Servicer as additional servicing compensation pursuant to Section
3.14.
(f) The Master Servicer and each Servicer of the Mortgage Loans may
(but is not obligated to) enter into a special servicing agreement with an
unaffiliated holder of a 100% Percentage Interest of the most junior class of
Subordinate Certificates, subject to each Rating Agency's acknowledgment that
the Ratings of the Certificates in effect immediately prior to the entering
into such agreement would not be qualified, downgraded or withdrawn and the
Certificates would not be placed on credit review status (except for possible
upgrading) as a result of such agreement. Any such agreement may contain
provisions whereby such Holder may (i) instruct the Master Servicer or the
related Servicer to commence or delay foreclosure proceedings with respect to
delinquent Mortgage Loans and will contain provisions for the deposit of cash
with the Master Servicer or such Servicer by the holder that would be
available for distribution to Certificateholders if Liquidation Proceeds are
less than they otherwise may have been had the Master Servicer or such
Servicer acted in accordance with its normal procedures, (ii) purchase
delinquent Mortgage Loans from the Trust Fund immediately prior to the
commencement of foreclosure proceedings at a price equal to the aggregate
outstanding Principal Balance of such Mortgage Loans plus accrued interest
thereon at the applicable Mortgage Rate through the last day of the month in
which such Mortgage Loan is purchased, and/or (iii) assume all of the
servicing rights and obligations with respect to delinquent Mortgage Loans so
long as such Holder (A) meets the requirements for a Subservicer set forth in
Section 3.02(a), (B) will service such Mortgage Loans in accordance with this
Agreement and (C) the Master Servicer or the Servicer has the right to
transfer such servicing rights without the payment of any compensation to a
subservicer.
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(g) The Special Servicer, at its option, may (but is not obligated
to) purchase from the Trust Fund, any related Mortgage Loan with respect to
which there has been initiated legal action or other proceedings for the
foreclosure of the related Mortgaged Property either judicially or
non-judicially, in each case, provided that the applicable servicer has the
right to transfer the related servicing rights without the payment of any
compensation to a subservicer. Any such purchase shall be made by the Special
Servicer with its own funds at a price equal to the Purchase Price for such
Mortgage Loan. The applicable Servicer shall be entitled to reimbursement from
the Class X Certificateholder for all expenses incurred by it in connection
with the transfer of any Mortgage Loan to the Class X Certificateholder
pursuant to this Section 3.11(g).
SECTION 3.12 Trustee and Trust Administrator to Cooperate; Release
of Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the
Master Servicer or a Servicer of a notification that payment in full will be
escrowed in a manner customary for such purposes, the Master Servicer or such
Servicer will immediately notify the Trustee, or the Custodian on its behalf,
by delivering, or causing to be delivered a "Request for Release"
substantially in the form of Exhibit K. Upon receipt of such request, the
Trustee, or the Custodian on its behalf, shall within three Business Days
release the related Mortgage File to the Master Servicer or the related
Servicer, and the Trustee shall within three Business Days of such Servicer's
direction execute and deliver to the Master Servicer or such Servicer the
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage in each case
provided by such Servicer, together with the Mortgage Note with written
evidence of cancellation thereon. Expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the
related Mortgagor. From time to time and as shall be appropriate for the
servicing or foreclosure of any Mortgage Loan, including for such purpose,
collection under any policy of flood insurance, any fidelity bond or errors or
omissions policy, or for the purposes of effecting a partial release of any
Mortgaged Property from the lien of the Mortgage or the making of any
corrections to the Mortgage Note or the Mortgage or any of the other documents
included in the Mortgage File, the Trustee, or the Custodian on its behalf
within three Business Days of delivery to the Trustee, or the Custodian on its
behalf of a Request for Release in the form of Exhibit K signed by a Servicing
Officer, release the Mortgage File to the Master Servicer or the related
Servicer. Subject to the further limitations set forth below, the Master
Servicer or the related Servicer shall cause the Mortgage File or documents so
released to be returned to the Trustee, or the Custodian on its behalf, when
the need therefor by the Master Servicer or such Servicer no longer exists,
unless the Mortgage Loan is liquidated and the proceeds thereof are deposited
in the related Collection Account, in which case the Master Servicer or such
Servicer shall deliver to the Trustee, or the Custodian on its behalf, a
Request for Release in the form of Exhibit K, signed by a Servicing Officer.
If the Master Servicer or a Servicer at any time seeks to initiate a
foreclosure proceeding in respect of any Mortgaged Property as authorized by
this Agreement, the Master Servicer or such Servicer shall deliver or cause to
be delivered to the Trustee, for signature, as appropriate, any court
pleadings, requests for trustee's sale or other documents necessary to
effectuate such foreclosure or any legal action brought to obtain judgment
against the Mortgagor
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on the Mortgage Note or the Mortgage or to obtain a deficiency judgment or to
enforce any other remedies or rights provided by the Mortgage Note or the
Mortgage or otherwise available at law or in equity.
SECTION 3.13 Documents, Records and Funds in Possession of the
Master Servicer or a Servicer to be Held for the Trust
Administrator.
Notwithstanding any other provisions of this Agreement, the Master
Servicer and each Servicer shall transmit to the Trustee, or the Custodian on
its behalf, as required by this Agreement all documents and instruments in
respect of a Mortgage Loan coming into the possession of the Master Servicer
or the related Servicer from time to time required to be delivered to the
Trustee, or the Custodian on its behalf, pursuant to the terms hereof and
shall account fully to the Trust Administrator for any funds received by the
Master Servicer or such Servicer or which otherwise are collected by the
Master Servicer or such 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 Master Servicer or a 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 Master Servicer or
the related Servicer for and on behalf of the Trustee or the Trust
Administrator and shall be and remain the sole and exclusive property of the
Trustee, subject to the applicable provisions of this Agreement. The Master
Servicer and each Servicer also agrees that it shall not create, incur or
subject any Mortgage File or any funds that are deposited in the related
Collection Account, Certificate Account or any related Escrow Account, or any
funds that otherwise are or may become due or payable to the Trustee or the
Trust Administrator for the benefit of the Certificateholders, to any claim,
lien, security interest, judgment, levy, writ of attachment or other
encumbrance, or assert by legal action or otherwise any claim or right of
setoff against any Mortgage File or any funds collected on, or in connection
with, a Mortgage Loan, except, however, that the Master Servicer or such
Servicer shall be entitled to set off against and deduct from any such funds
any amounts that are properly due and payable to the Master Servicer or such
Servicer under this Agreement.
SECTION 3.14 Servicing Fee.
(a) As compensation for its services hereunder, the Master Servicer
and each Servicer shall be entitled to withdraw from the applicable Collection
Account or to retain from interest payments on the related Mortgage Loans
(which have been remitted to the Master Servicer by the applicable Servicer,
in the case of the Master Servicer), the amount of the Master Servicing Fee or
its Servicing Fee, respectively for each Mortgage Loan serviced by it, less
any amounts in respect of the Master Servicing Fee or its Servicing Fee, as
applicable, payable by the Master Servicer or such Servicer pursuant to
Section 3.05(c)(vi). The Master Servicing Fee and the Servicing Fee is limited
to, and payable solely from, the interest portion of such Scheduled Payments
collected by the Master Servicer or the related Servicer or as otherwise
provided in Section 3.08(a).
(b) Additional servicing compensation in the form of Ancillary
Income shall be retained by the Master Servicer or the related Servicer. The
Master Servicer and each Servicer
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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 3.18) and shall not be entitled to reimbursement thereof except as
specifically provided for in this Agreement.
SECTION 3.15 Access to Certain Documentation.
The Master Servicer and each Servicer shall provide to the OTS and
the FDIC and to comparable regulatory authorities supervising Holders of
Subordinate Certificates and the examiners and supervisory agents of the OTS,
the FDIC and such other authorities, access to the documentation regarding the
related Mortgage Loans required by applicable regulations of the OTS and the
FDIC. Such access shall be afforded without charge, but only upon reasonable
and prior written request and during normal business hours at the offices
designated by such Servicer. Nothing in this Section shall limit the
obligation of the Master Servicer or any Servicer to observe any applicable
law prohibiting disclosure of information regarding the Mortgagors and the
failure of the Master Servicer or such Servicer to provide access as provided
in this Section as a result of such obligation shall not constitute a breach
of this Section. Nothing in this Section 3.15 shall require the Master
Servicer or any Servicer to collect, create, collate or otherwise generate any
information that it does not generate in its usual course of business.
SECTION 3.16 Annual Statement as to Compliance.
The Master Servicer and each Servicer shall deliver to the
Depositor, the Rating Agencies, the Trustee and the Trust Administrator and
each Servicer shall deliver to the Master Servicer on or before 120 days after
the end of such Servicer's fiscal year, commencing in its 2002 fiscal year, an
Officer's Certificate stating, as to the signer thereof, that (i) a review of
the activities of the Master Servicer or such Servicer during the preceding
calendar year and of the performance of the Master Servicer or such 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 Master
Servicer or such Servicer has fulfilled all its obligations under this
Agreement throughout such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to such
officer and the nature and status thereof and the action being taken by the
Master Servicer or such Servicer to cure such default.
SECTION 3.17 Annual Independent Public Accountants' Servicing
Statement; Financial Statements.
On or before 120 days after the end of each Servicer's fiscal year,
commencing in its 2002 fiscal year, the Master Servicer and each Servicer at
its expense shall cause a nationally or regionally recognized firm of
independent public accountants (who may also render other services to such
Servicer, any Seller or any affiliate thereof) which is a member of the
American Institute of Certified Public Accountants to furnish a statement to
the Trust Administrator, and the Depositor and each servicer shall similarly
furnish such a statement to the Master Servicer to the effect that (i) with
respect to the Master Servicer and each Servicer other than WMMSC, such firm
has examined certain documents and records relating to the servicing of
mortgage loans which the Master Servicer or such Servicer is servicing,
including the related Mortgage
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Loans, and that, on the basis of such examination, conducted substantially in
compliance with the Uniform Single Attestation Program for Mortgage Bankers or
the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan
Correspondent Programs, nothing has come to their attention which would
indicate that such servicing has not been conducted in compliance with
Accepted Servicing Practices, except for (a) such exceptions as such firm
shall believe to be immaterial, and (b) such other exceptions as shall be set
forth in such statement and (ii) with respect to WMMSC as servicer of the
WMMSC Serviced Mortgage Loans, in connection with the firm's examination of
the financial statements as of the previous December 31 of WMMSC's parent
corporation (which shall include a limited examination of WMMSC's financial
statements), nothing came to their attention that indicated that WMMSC was not
in compliance with the terms of this Agreement, except for (a) such exceptions
as such firm believes to be immaterial, and (b) such other exceptions as are
set forth in such statement. In rendering such statement, such firm may rely,
as to matters relating to direct servicing of mortgage loans by Subservicers,
upon comparable statements for examinations conducted substantially in
compliance with the Uniform Single Attestation Program for Mortgage Bankers or
the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan
Correspondent Programs (rendered within one year of such statement) of
independent public accountants with respect to the related Subservicer. Copies
of such statement shall be provided by the Trustee to any Certificateholder
upon request at the Master Servicer or the related Servicer's expense,
provided such statement is delivered by the Master Servicer or such Servicer
to the Trust Administrator.
SECTION 3.18 Maintenance of Fidelity Bond and Errors and Omissions
Insurance.
The Master Servicer and each Servicer shall maintain with
responsible companies, at its own expense, a blanket Fidelity Bond and an
Errors and Omissions Insurance Policy, with broad coverage on all officers,
employees or other persons acting in any capacity requiring such persons to
handle funds, money, documents or papers relating to the related Mortgage
Loans ("Servicer Employees"). Any such Fidelity Bond and Errors and Omissions
Insurance Policy shall be in the form of the Mortgage Banker's Blanket Bond
and shall protect and insure the Master Servicer or the related Servicer
against losses, including forgery, theft, embezzlement, fraud, errors and
omissions and negligent acts of the Master Servicer or such Servicer
Employees. Such Fidelity Bond and Errors and Omissions Insurance Policy also
shall protect and insure the Master Servicer and each Servicer against losses
in connection with the release or satisfaction of a related Mortgage Loan
without having obtained payment in full of the indebtedness secured thereby.
No provision of this Section 3.18 requiring such Fidelity Bond and Errors and
Omissions Insurance Policy shall diminish or relieve the Master Servicer or a
Servicer from its duties and obligations as set forth in this Agreement. The
minimum coverage under any such bond and insurance policy shall be at least
equal to the corresponding amounts required by FNMA. Upon the request of the
Trust Administrator, the Master Servicer or the related Servicer shall cause
to be delivered to the Trust Administrator a certificate of insurance of the
insurer and the surety including a statement from the surety and the insurer
that such fidelity bond and insurance policy shall in no event be terminated
or materially modified without 30 days' prior written notice to the Trust
Administrator.
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ARTICLE IV
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS
SECTION 4.01 Priorities of Distribution.
I. (A) On each Distribution Date, with respect to the Group I Senior
Certificates, the Group II Certificates, the Group III Certificates, the
Group V Certificates and the Class A-P Certificates the Trust
Administrator shall determine the amounts to be distributed to each
class of certificates as follows:
(a) with respect to Group I Senior Certificates and the Class A-P
Certificates, before the Credit Support Depletion Date, and from
the Available Distribution Amount relating to Loan Group I:
(i) first, to the Class A-P Certificates, the Class I-P Principal
Distribution Amount;
(ii) second, to the Group I Senior Certificates, an amount
allocable to interest equal to the related Interest
Distribution Amount, any shortfall being allocated pro rata
among such Classes in proportion to the amount of the
Interest Distribution Amount that would have been distributed
in the absence of such shortfall provided, however, that on
or before the Class I-A-5 Accretion Termination Date, the
amount of interest that would otherwise be distributable to
the Class I-A-5 Certificates pursuant to this clause (a)(ii)
will instead be distributable as principal, to the Classes of
Accretion Directed Certificates in accordance with the Class
I-A-5 Accretion Direction Rule;
(iii) third, on each Distribution Date prior to the Credit Support
Depletion Date, from the Available Distribution Amount for
Loan Group I remaining after giving effect to the
distributions pursuant to clauses I(a)(i) and I(a)(ii) above,
to the Group I Senior Certificates (other than any Group I
Certificates that are Notional Amount Certificates), the
related Senior Principal Distribution Amount, in the
following order of priority:
(i) concurrently, to the Class I-A-4 and Class
I-A-15 Certificates, pro rata, the Group I Priority Amount, until
their respective Class Principal Balances are reduced to zero;
(ii) concurrently, to the following classes in the
following order, in an amount up to the amount necessary to reduce
their aggregate Class Principal Balance to their aggregate PAC
balance as shown in Annex II for such distribution date:
1. 36.8423989880% sequentially to the Class I-A-12
Certificates, until its Class Principal Balance is reduced
to zero, and then concurrently, to the Class I-A-3 and Class
I-A-17 Certificates, pro rata, until their respective Class
Principal Balances are reduced to zero; and
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2. 63.1576010120% sequentially to the Class I-A-1
Certificates, until its Class Principal Balance is reduced
to zero, and then concurrently, to the Class I-A-3 and Class
I-A-17 Certificates, pro rata, until their respective Class
Principal Balances are reduced to zero;
(iii) to the Class I-A-6, Class I-A-7, Class I-A-8,
Class I-A-9, Class I-A-10, Class I-A-11 and Class I-A-14
Certificates, in an amount up to the amount necessary to reduce their
aggregate Class Principal Balance to their aggregate TAC balance as
shown in Annex IV for such distribution date (and after giving effect
to the Class I-A-5 accrual amount), sequentially, as follows:
1. concurrently, to the Class I-A-6 and Class I-A-14
Certificates, pro rata, based on Class Principal Balances,
in an amount up to the amount necessary to reduce their
aggregate Class Principal Balance to their aggregate PAC
balance as shown in Annex III for such distribution date
(and after giving effect to the Class I-A-5 accrual amount);
2. concurrently, to the Class I-A-7 and Class I-A-10
Certificates, pro rata, based on Class Principal Balances,
until their respective Class Principal Balances are reduced
to zero;
3. to the Class I-A-8 Certificates, until its Class
Principal Balance is reduced to zero;
4. concurrently, to the Class I-A-9 and Class I-A-11
Certificates, pro rata, based on Class Principal Balances,
until their respective Class Principal Balances are reduced
to zero;
5. concurrently, to the Class I-A-6 and Class I-A-14
Certificates, pro rata, based on Class Principal Balances,
without regard to their aggregate PAC balance for such
distribution date.
(iv) to the Class I-A-5 Certificates, until its
Class Principal Balance is reduced to zero;
(v) to the Class I-A-6, Class I-A-7, Class I-A-8,
Class I-A-9, Class I-A-10, Class I-A-11 and Class I-A-14
Certificates, without regard to their aggregate TAC balance for such
distribution date, sequentially, as follows:
1. concurrently, to the Class I-A-6 and Class I-A-14
Certificates, pro rata, based on Class Principal Balances,
in an amount up to the amount necessary to reduce their
aggregate Class Principal Balance to their aggregate PAC
balance as shown in Schedule VI for such distribution date
(and after giving effect to the Class I-A-5 accrual amount);
2. concurrently, to the Class I-A-7 and Class I-A-10
Certificates, pro rata, based on Class Principal Balances,
until their respective Class Principal Balances are reduced
to zero;
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3. to the Class I-A-8 Certificates, until its Class
Principal Balance is reduced to zero;
4. concurrently, to the Class I-A-9 and Class I-A-11
Certificates, pro rata, based on Class Principal Balances,
until their respective Class Principal Balances are reduced
to zero; and
5. concurrently, to the Class I-A-6 and Class I-A-14
Certificates, pro rata, based on Class Principal Balances,
to their aggregate PAC balance for such distribution date,
until their respective Class Principal Balances are reduced
to zero;
(vi) concurrently, to the following classes in the
following order, without regard to their aggregate PAC balance for
such distribution date, as follows:
1. 36.8423989880% sequentially to the Class I-A-12
Certificates, until its Class Principal Balance is reduced
to zero, and then concurrently, to the Class I-A-3 and Class
I-A-17 Certificates, pro rata, until their respective Class
Principal Balances are reduced to zero; and
2. 63.1576010120% sequentially to the Class I-A-1
Certificates, until its Class Principal Balance is reduced
to zero, and then concurrently, to the Class I-A-3 and Class
I-A-17 Certificates, pro rata, until their respective Class
Principal Balances are reduced to zero;
(vii) concurrently, to the Class I-A-4 and Class I-A-15
Certificates, pro rata, based on Class Principal Balances, without regard
to the Group I Priority Amount, until their respective Class Principal
Balances are reduced to zero.
(b) with respect to Group II Certificates and the Class A-P
Certificates, before the Credit Support Depletion Date, and from
the Available Distribution Amount relating to Loan Group II:
(i) first, to the Class A-P Certificates, the Class II-P Principal
Distribution Amount;
(ii) second, to the Group II Certificates, an amount equal to the
related Interest Distribution Amount and to the Group IV
Interest Remittance Amount, the Group II Excess Interest
Amount for such Distribution Date;
(iii) third, on each Distribution Date prior to the Credit Support
Depletion Date, from the Available Distribution Amount for
Loan Group II remaining after giving effect to the
distributions pursuant to clauses I(b)(i) through I(b)(ii)
above, to the Group II Senior Certificates (other than the
Group II Certificates that are Notional Amount Certificates),
the related Senior Principal Distribution Amount, in the
following order of priority:
(i) to the Class AR Certificates, until its Class
Principal Balance is reduced to zero;
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(ii) concurrently, 39.9999993713% to the Class
II-A-1 Certificates, until its Class Principal Balance is reduced to
zero, and 60.0000006287% sequentially, to the Class II-A-4 and Class
II-A-5 Certificates, in that order, until their respective Class
Principal Balances are reduced to zero; and
(iii) to the Class II-A-3 Certificates, until its
Class Principal Balance is reduced to zero.
(c) with respect to the Group III Certificates and the Class A-P
Certificates, before the Credit Support Depletion Date, and from
the Available Distribution Amount relating to Loan Group III;
(i) first, to the Class A-P Certificates, the Class III-P
Principal Distribution Amount;
(ii) second, to the Group III Certificates, an amount equal to the
related Interest Distribution Amount;
(iii) third, on each Distribution Date prior to the Credit Support
Depletion Date, from the Available Distribution Amount for
Loan Group III remaining after giving effect to the
distributions pursuant to clauses I(c)(i) through I(c)(ii)
above, to the Group III Senior Certificates (other than the
Group III Certificates that are Notional Amount
Certificates), the related Senior Principal Distribution
Amount, concurrently, to the Class III-A-1 and Class III-A-2
Certificates, pro rata, until their respective Class
Principal Balances are reduced to zero.
(d) with respect to Certificate Group V Certificates , before the
Credit Support Depletion Date, and from the Available Distribution
Amount relating to Loan Group V:
(i) first, to the Group V Certificates, an amount equal to the
related Interest Distribution Amount;
(ii) second, on each Distribution Date prior to the Credit Support
Depletion Date, from the Available Distribution Amount for
Loan Group V remaining after giving effect to the
distributions pursuant to clause I(c)(i) above, to the Group
V Senior Certificates (other than the Group V Certificates
that are Notional Amount Certificates), the related Senior
Principal Distribution Amount, to the Class V-A-1
Certificates, until its Class Principal Balance has been
reduced to zero.
(e) from the Available Distribution Amount relating to Loan Group I
remaining after the distributions pursuant to (a) above, before the
Credit Support Depletion Date, to the Class A-P Certificates, each
Class of Group I-B Certificates, subject to paragraphs (B) and (C)
below and the Class AR Certificates, in the following order of
priority:
(i) first, to the Class A-P Certificates, to the extent of
amounts otherwise available to pay the Subordinate Principal
Distribution Amount (without regard to clause (B)(x) of that
definition) on that Distribution Date, the sum of (a)
principal in an amount equal to the Class I-P Fraction of any
loss on a Class I-P Mortgage Loan, respectively, incurred in
the previous calendar month (other than a loss that has been
allocated by Pro Rata Allocation) and (b) the sum of the
amounts, if any, by
106
which the amount described in clause (a) above on each prior
Distribution Date exceeded the amount actually distributed
on those prior Distribution Dates and not subsequently
distributed; provided, however, that any amounts distributed
in respect of losses pursuant to this paragraph (e)(i) will
not cause a further reduction in the Class Principal Balance
on the Class A-P Certificates;
(ii) second, to the Class I-B-1 Certificates, an amount allocable
to interest equal to the Interest Distribution Amount for
such Class for such Distribution Date;
(iii) third, to the Class I-B-1 Certificates, an amount allocable
to principal equal to its Pro Rata Share for such
Distribution Date until the Certificate Principal Balance of
Class I-B-1 Certificates has been reduced to zero;
(iv) fourth, to the Class I-B-2 Certificates, an amount allocable
to interest equal to the Interest Distribution Amount for
such Class, for such Distribution Date;
(v) fifth, to the Class I-B-2 Certificates, an amount allocable
to principal equal to its Pro Rata Share for such
Distribution Date until the Certificate Principal Balance of
Class I-B-2 Certificates has been reduced to zero;
(vi) sixth, to the Class I-B-3 Certificates, an amount allocable
to interest equal to the Interest Distribution Amount for
such Class for such Distribution Date;
(vii) seventh, to the Class I-B-3 Certificates, an amount allocable
to principal equal to its Pro Rata Share for such
Distribution Date until the Certificate Principal Balance of
Class I-B-3 Certificates has been reduced to zero;
(viii) eighth, to the Class I-B-4, Class I-B-5 and Class I-B-6
Certificates, interest and principal in the same manner as
for the Class I-B-1, Class I-B-2 and Class I-B-3
Certificates, first to the Class I-B-4 Certificates, then to
the Class I-B-5 Certificates and then to the Class I-B-6
Certificates;
(ix) ninth, to the Class I-B-1, Class I-B-2, Class I-B-3, Class
I-B-4, Class I-B-5 and Class I-B-6 Certificates, in that
order, up to an amount of unreimbursed realized losses
previously allocated to that Class, if any; provided,
however, that any amounts distributed pursuant to this
paragraph (d)(ix) will not cause a further reduction in the
Class Principal Balances of any of the Group I-B
Certificates; and
(x) tenth, to the Class AR Certificates, any remaining Available
Distribution Amount for Loan Group I.
(f) from the Available Distribution Amount relating to Loan Group II,
Loan Group III and Loan Group V remaining after the distributions
pursuant to (b), (c) and (d) above, before the Credit Support
Depletion Date, to the Class A-P Certificates and each Class of
Subordinate Certificates relating to Loan Group II, Loan Group III
and Loan Group V (except for the Class III-X Certificates), subject
to paragraphs (B) and (C) below, and further subject to any
payments to the Group II, Group III and Group V Certificates as
described in Section 4.06, in the following order of priority:
107
(i) first, to the Class A-P Certificates, to the extent of
amounts otherwise available to pay the Subordinate Principal
Distribution Amount (without regard to clause (B)(x) of that
definition) on that Distribution Date, the sum of (a)
principal in an amount equal to the Class II-P or Class III-P
Fraction of any loss on a Class II-P or Class III-P Mortgage
Loan, respectively, incurred in the previous calendar month
(other than a loss that has been allocated by Pro Rata
Allocation) and (b) the sum of the amounts, if any, by which
the amount described in clause (a) above on each prior
Distribution Date exceeded the amount actually distributed on
those prior Distribution Dates and not subsequently
distributed; provided, however, that any amounts distributed
in respect of losses pursuant to this paragraph (f)(i) will
not cause a further reduction in the Class Principal Balance
on the Class A-P Certificates;
(ii) second, to the Class D-B-1 Certificates, an amount allocable
to interest equal to the Interest Distribution Amount for
such Class for such Distribution Date;
(iii) third, to the Class D-B-1 Certificates, an amount allocable
to principal equal to its Pro Rata Share for such
Distribution Date until the Certificate Principal Balance of
Class D-B-1 Certificates has been reduced to zero;
(iv) fourth, to the Class D-B-2 Certificates, an amount allocable
to interest equal to the Interest Distribution Amount for
such Class, for such Distribution Date;
(v) fifth, to the Class D-B-2 Certificates, an amount allocable
to principal equal to its Pro Rata Share for such
Distribution Date until the Certificate Principal Balance of
Class D-B-2 Certificates has been reduced to zero;
(vi) sixth, to the Class D-B-3 Certificates, an amount allocable
to interest equal to the Interest Distribution Amount for
such Class for such Distribution Date;
(vii) seventh, to the Class D-B-3 Certificates, an amount allocable
to principal equal to its Pro Rata Share for such
Distribution Date until the Certificate Principal Balance of
Class D-B-3 Certificates has been reduced to zero;
(viii) eighth, to the Class D-B-4, Class D-B-5 and Class D-B-6
Certificates, interest and principal in the same manner as
for the Class D-B-1, Class D-B-2 and Class D-B-3
Certificates, first to the Class D-B-4 Certificates, then to
the Class D-B-5 Certificates and then to the Class D-B-6
Certificates;
(ix) ninth, to the Class D-B-1, Class D-B-2, Class D-B-3, Class
D-B-4, Class D-B-5 and Class D-B-6 Certificates, in that
order, up to an amount of unreimbursed realized losses
previously allocated to that Class, if any; provided,
however, that any amounts distributed pursuant to this
paragraph (d)(ix) will not cause a further reduction in the
Class Principal Balances of any of the Group D-B
Certificates; and
(x) tenth, to the Class AR Certificates, any remaining Available
Distribution Amount for Loan Group II, Loan Group III and
Loan Group V.
108
(g) On or after the Credit Support Depletion Date, distributions of the
Available Distribution Amount for Loan Group I will be made with
respect to the Group I Senior, Class A-P and Class AR Certificates
as follows:
(i) first, to the Class A-P Certificates, the Class I-P Principal
Distribution Amount;
(ii) second, to the Group I Senior Certificates, an amount
allocable to interest equal to the related Interest
Distribution Amount;
(iii) third, to the Group I Senior Certificates, pro rata, as
principal, the Group I Senior Principal Distribution Amount;
and
(iv) fourth, to the Class AR Certificates.
(h) On or after the Credit Support Depletion Date, distributions of the
Available Distribution Amount for Loan Group II will be made with
respect to the Group II and Class A-P Certificates as follows:
(i) first, to the Class A-P Certificates, the Class II-P Principal
Distribution Amount;
(ii) second, to the Group II Senior Certificates, an amount
allocable to interest equal to the related Interest
Distribution Amount, and to the Group IV Interest Remittance
Amount, the Group II Excess Interest Amount for such
Distribution Date;
(iii) third, to the Group II Senior Certificates, pro rata, as
principal, the Group II Senior Principal Distribution Amount;
and
(iv) fourth, after any payments to the Group III and Group V
Certificates as described in Section 4.06, to the Class AR
Certificates.
(i) On or after the Credit Support Depletion Date, distributions of the
Available Distribution Amount for Loan Group III will be made with
respect to the Group III, Class A-P and Class AR Certificates as
follows:
(i) first, to the Class A-P Certificates, the Class III-P
Principal Distribution Amount;
(ii) second, to the Group III Senior Certificates, an amount
allocable to interest equal to the related Interest
Distribution Amount;
(iii) third, to the Group III Senior Certificates, pro rata, as
principal, the Group III Senior Principal Distribution
Amount; and
(iv) fourth, after any payments to the Group II and Group V
Certificates as described in Section 4.06, to the Class AR
Certificates.
(j) On or after the Credit Support Depletion Date, distributions of the
Available Distribution Amount for Loan Group V will be made with
respect to the Group V and Class AR Certificates as follows:
109
(i) first, to the Group V Senior Certificates, an amount
allocable to interest equal to the related Interest
Distribution Amount;
(iii) second, to the Group V Senior Certificates, pro rata, as
principal, the Group V Senior Principal Distribution Amount;
and
(iv) third, after any payments to the Group II and Group III
Certificates as described in Section 4.06, to the Class AR
Certificates.
(B)(1)(B) On each Distribution Date, the amount referred to in
clause (i) of the definition of Interest Distribution Amount for such
Distribution Date for each Class of Group I Senior Certificates shall be
reduced by the Trust Administrator by, (i) the related Class' pro rata share
(based on the applicable Interest Distribution Amount for each such Class
before reduction pursuant to this Section 4.01I(B)(i)) of Net Prepayment
Interest Shortfalls for Mortgage Loans in Loan Group I; and (ii) the Class'
Pro Rata Allocation of (A) after the Special Hazard Loss Coverage Termination
Date, with respect to each Mortgage Loan in such Loan Groups that became a
Special Hazard Mortgage Loan during the related Prepayment Period, the excess
of one month's interest at the related Net Mortgage Rate on the Stated
Principal Balance of such Mortgage Loan as of the Due Date in such month over
the amount of Liquidation Proceeds applied as interest on such Mortgage Loan
with respect to such month, (B) after the Bankruptcy Coverage Termination
Date, with respect to each Mortgage Loan in such Loan Groups that became
subject to a Bankruptcy Loss during the related Prepayment Period, the
interest portion of the related Debt Service Reduction or Deficient Valuation,
(C) each Relief Act Reduction for any Mortgage Loan in such Loan Groups
incurred during the related Prepayment Period and (D) after the Fraud Loss
Coverage Termination Date, with respect to each Mortgage Loan in such Loan
Groups that became a Fraud Loan during the related Prepayment Period the
excess of one month's interest at the related Net Mortgage Rate on the Stated
Principal Balance of such Mortgage Loan as of the Due Date in such month over
the amount of Liquidation Proceeds applied as interest on such Mortgage Loan
with respect to such month.
(2) On each Distribution Date, the amount referred to in clause (i)
of the definition of Interest Distribution Amount for such Distribution Date
for each Class of Group II Certificates, Group III Certificates and Group V
Certificates shall be reduced by the Trust Administrator by, (i) the related
Class' pro rata share (based on the applicable Interest Distribution Amount
for each such Class before reduction pursuant to this Section 4.01I(B)(i)) of
Net Prepayment Interest Shortfalls for Mortgage Loans in Loan Group II, Loan
Group III and Loan Group V; and (ii) the Class' Pro Rata Allocation of (A)
after the Special Hazard Loss Coverage Termination Date, with respect to each
Mortgage Loan in such Loan Groups that became a Special Hazard Mortgage Loan
during the related Prepayment Period, the excess of one month's interest at
the related Net Mortgage Rate on the Stated Principal Balance of such Mortgage
Loan as of the Due Date in such month over the amount of Liquidation Proceeds
applied as interest on such Mortgage Loan with respect to such month, (B)
after the Bankruptcy Coverage Termination Date, with respect to each Mortgage
Loan in such Loan Groups that became subject to a Bankruptcy Loss during the
related Prepayment Period, the interest portion of the related Debt Service
Reduction or Deficient Valuation, (C) each Relief Act Reduction for any
Mortgage Loan in such Loan Groups incurred during the related Prepayment
Period and (D) after the Fraud Loss Coverage Termination Date, with respect to
each Mortgage Loan in
110
such Loan Groups that became a Fraud Loan during the related Prepayment Period
the excess of one month's interest at the related Net Mortgage Rate on the
Stated Principal Balance of such Mortgage Loan as of the Due Date in such
month over the amount of Liquidation Proceeds applied as interest on such
Mortgage Loan with respect to such month.
(C)(1) With respect to each Class of Group I-B Certificates, if on
any Distribution Date the related Subordination Level of such Class is less
than such percentage as of the Closing Date, no distribution of Principal
Prepayments in Full and Principal Prepayments in Part will be made to any
Class or Classes of Subordinate Certificates junior to such Class (the
"Restricted Classes") and the amount otherwise distributable to the Restricted
Classes in respect of such Principal Prepayments in Full and Principal
Prepayments in Part will be allocated among the remaining Classes of
Subordinate Certificates, pro rata, based upon their respective Class
Principal Balances.
(2) With respect to each Class of Group D-B Certificates relating to
Group II, Group III or Group V, if on any Distribution Date the related
Subordination Level of such Class is less than such percentage as of the
Closing Date, no distribution of Principal Prepayments in Full and Principal
Prepayments in Part will be made to any Class or Classes of Subordinate
Certificates junior to such Class (the "Restricted Classes") and the amount
otherwise distributable to the Restricted Classes in respect of such Principal
Prepayments in Full and Principal Prepayments in Part will be allocated among
the remaining Classes of Subordinate Certificates, pro rata, based upon their
respective Class Principal Balances.
II. With respect to Group IV Certificates:
(a) On each Distribution Date, the Trust Administrator shall distribute
the Interest Remittance Amount (less any MGIC PMI Fee pais pursuant
to 3.08(b)(ii))for such date in the following order of priority:
(i) to the Certificate Insurer, any premium due with respect to
the Certificate Insurance Policy for such Distribution
Date;
(ii) to the Class IV-A-1 and Class IV-A-IO Certificates, pro rata,
Current Interest and any Carryforward Interest for such class
and distribution date;
(iii) to the Certificate Insurer, an amount (the "Reimbursement
Amount") equal to the sum of (a) all amounts previously paid
by the Certificate Insurer under the Certificate Insurance
Policy which have not been previously reimbursed and (b)
interest on the foregoing at Late Payment Rate;
(iv) to the Class IV-M-1 Certificates, Current Interest and any
Carryforward Interest for such Class and such Distribution
Date; and
(v) for application as part of Monthly Excess Cashflow for such
Distribution Date as provided in Section 4.01 II(d), any
Interest Remittance Amount remaining for such Distribution
Date.
111
(b) On each Distribution Date (A) prior to the Stepdown Date or (B)
with respect to which a Trigger Event has occurred, the Trust
Administrator shall distribute the Principal Payment Amount for
Loan Group IV for such date as follows:
(i) to the Class IV-A-1 Certificates, until its Class Principal
Balance is reduced to zero;
(ii) to the Certificate Insurer, any reimbursement for amounts
paid under the Certificate Insurance Policy, to the extent
not already paid pursuant to Section 4.01(II)(a)(iii) above,
together with interest thereon at the Late Payment Rate;
(iii) to the Class IV-M-1 Certificates, until the Class Principal
Balance of such Class is reduced to zero; and
(iv) for application as part of Monthly Excess Cashflow for such
Distribution Date, as provided in Section 4.01 II(d), any
Principal Payment Amount remaining after application pursuant
to clauses II(b)(i) through (iii) above;
(c) On each Distribution Date (A) on or after the Stepdown Date and (B)
with respect to which a Trigger Event has not occurred, the Trust
Administrator shall distribute the Principal Payment Amount for
such date in the following order of priority:
(i) first, to the Class IV-A-1 Certificates, the Class IV-A-1
Principal Payment Amount, until the Class Principal Balance
of such Class has been reduced to zero;
(ii) second, to the Certificate Insurer, any reimbursement for
amounts paid under the Certificate Insurance Policy, to the
extent not already paid pursuant to Section 4.01(II)(a)(iii)
above, together with interest thereon at the Late Payment
Rate;
(iii) third, to the Class IV-M-1 Certificates, the Class IV-M-1
Principal Payment Amount, until the Class Principal Balance
of such Class has been reduced to zero; and
(iv) fourth, for application as part of Monthly Excess Cashflow
for such Distribution Date, as provided in Section 4.01
II(d), any Principal Payment Amount remaining after
application pursuant to clauses II(c)(i) through (iii) above.
(d) On each Distribution Date, the Trust Administrator shall distribute
the Monthly Excess Cashflow for such date in the following order of
priority:
(i) (A) until the aggregate Class Principal Balance of the Group
IV Certificates equals the Aggregate Loan Group Balance of
Loan Group IV for such Distribution Date minus the Targeted
Overcollateralization Amount for such date, on each
Distribution Date (x) prior to the Stepdown Date or (y) with
respect to which a Trigger Event has occurred, to the extent
of Monthly Excess Interest for such Distribution Date, to the
Group IV Certificates, in the following order of priority:
112
(a) to the Class IV-A-1 Senior Certificates,
until the Class Principal Balance of such
Class has been reduced to zero; and
(b) to the Class IV-M-1 Certificates, until the
Class Principal Balance of such Class has
been reduced to zero; and
(B) on each Distribution Date on or after the Stepdown Date
and with respect to which a Trigger Event has not
occurred, to fund any principal distributions required
to be made on such Distribution Date set forth above in
Section 4.01 II(b) or (c) above, after giving effect to
the distribution of the Principal Payment Amount for
Loan Group IV for such Distribution Date, in accordance
with the priorities set forth therein;
(ii) to the Certificate Insurer, the Reimbursement Amount, to the
extent not already paid pursuant to Sections 4.01(II)(a)
through (c) above, together with interest thereon at the Late
Payment Rate;
(iii) to the Class IV-M-1 Certificates, first, any Carryforward
Interest and then any Deferred Amount for such Class;
(iv) to the Class IV-A-1 Certificates, the Basis Risk Shortfall
for such Class remaining unpaid after giving effect to
withdrawals from the Interest Rate Hedge Account on such date
to pay such Basis Risk Shortfall;
(v) to the Class IV-M-1 Certificates, the Basis Risk Shortfall
for such Class remaining unpaid after giving effect to
withdrawals from the Interest Rate Hedge Account on such date
to pay such Basis Risk Shortfall;
(vi) to the Interest Rate Hedge Account, any amounts due to the
Class IV-X Certificateholders and required to be deposited
therein;
(vii) to the Class IV-X Certificate, the Class IV-X Distributable
Amount for such Distribution Date, together with amounts
withdrawn from the Interest Rate Hedge Account for
distribution to the Class IV-X Certificates pursuant to
Section 4.08(e); and
(viii) to the Class AR Certificate, any remaining amount.
SECTION 4.02 Allocation of Losses.
(a) The Group I Certificates. Realized Losses, other than the Class
I-P Fraction of the Realized Loss, if applicable, and except for Excess
Losses, on the Group I Mortgage Loans with respect to any Distribution Date
shall be allocated by the Trust Administrator to the Classes of Group I
Certificates as follows:
(i) any Realized Loss shall be allocated first, to the Group I-B
Certificates in decreasing order of their numerical Class
designations (beginning with the Class I-B-6 Certificates),
until the respective Class Principal Balance of each such
Class is
113
reduced to zero, and second, to the Group I Senior
Certificates (other than the Notional Amount Certificates),
pro rata, on the basis of their respective Class Principal
Balances; provided, however, that in the case of the Accrual
Certificates, on any Distribution Date, these allocations
will be made in accordance with the lesser of their
respective Class Principal Balances as of the Closing Date
and their respective Class Principal Balances as of that
Distribution Date; provided, further, that Realized Losses
which would otherwise be allocated by pro rata allocation to
the Class I-A-17 Certificates will instead be allocated to
the Class I-A-15 Certificates, until the Class Principal
Balance of the Class I-A-15 Certificates is reduced to zero;
and
(ii) On each Distribution Date, Excess Losses and Extraordinary
Losses, other than the Class I-P Fraction of the Excess
Loss, if applicable, for the Group I Mortgage Loans will be
allocated pro rata among all Classes of Group I Certificates
(other than the Class A-P and Notional Amount Certificates),
based on their respective Class Principal Balances (except
if the loss is recognized with respect to a Class P Mortgage
Loan, in which case the applicable Class P Fraction of such
loss will be allocated to the Class A-P Certificates and the
remainder will be allocated as described above); provided,
however, that in the case of the Accrual Certificates, on
any Distribution Date, these allocations will be made in
accordance with the lesser of their respective Class
Principal Balances as of the Closing Date and their
respective Class Principal Balances as of that Distribution
Date; provided, further, that Excess Losses which would
otherwise be allocated by pro rata allocation to the Class
I-A-17 Certificates will instead be allocated to the Class
I-A-15 Certificates, until the Class Principal Balance of
the Class I-A-15 Certificates is reduced to zero.
(b) The Group II, Group III, Group V and Group D-B Certificates.
Realized Losses, other than the Class P Fraction of the Realized Loss, if
applicable, on the Mortgage Loans in each of Loan Group II, Loan Group III and
Loan Group V and, except for Excess Losses, with respect to any Distribution
Date shall be allocated by the Trust Administrator to the Classes of
Certificates as follows:
(i) any Realized Loss shall be allocated first, to the Group D-B
Certificates in decreasing order of their numerical Class
designations (beginning with the Class D-B-6 Certificates),
until the respective Class Principal Balance of each such
Class is reduced to zero, and second, to the Senior
Certificates of such Certificate Group (other than the
Notional Amount Certificates), pro rata, on the basis of
their respective Class Principal Balances; provided, however,
such losses on Loan Group II, Loan Group III and Loan Group V
will only be allocated to the respective Senior Certificates;
and
(ii) On each Distribution Date, Excess Losses, other than the
Class P Fraction of the Excess Loss, if applicable, for
Mortgage Loans in Loan Group II, Loan Group III and Loan
Group V will be allocated pro rata among all Classes of
Senior Certificates (other than the Class A-P and Notional
Amount Certificates) and the Group D-B Certificates, in each
case, relating to Loan Group II, Loan Group III
114
and Loan Group V, based on their respective Class
Principal Balances (except if the loss is recognized with
respect to a Class P Mortgage Loan, in which case the
applicable Class P Fraction of such loss will be allocated
to the Class A-P Certificates and the remainder will be
allocated as described above).
(c) The Group IV Certificates. On each Distribution Date, the Trust
Administrator shall determine the total of the Applied Loss Amount with
respect to the Group IV Certificates, if any, for such Distribution Date. The
Applied Loss Amount with respect to the Group IV Certificates for any
Distribution Date shall be applied by reducing the Class Principal Balance of
each Class of Group IV Subordinate Certificates beginning with the Class of
Group IV Subordinate Certificates then outstanding, other than the Class IV-X
Certificates, with the lowest relative payment priority, in each case until
the respective Class Principal Balance thereof is reduced to zero. Any Applied
Loss Amount with respect to the Group IV Certificates allocated to a Class of
Group IV Subordinate Certificates shall be allocated among the Group IV
Subordinate Certificates of such Class in proportion to their respective
Percentage Interests.
(d) (i) On each Distribution Date, if the aggregate Class Principal
Balance of all Group I Certificates exceeds the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group I (after giving effect to
distributions of principal and the allocation of all losses to such
Certificates on such Distribution Date), such excess will be deemed a
principal loss and will be allocated by the Trust Administrator to the most
junior Class of Group I-B Certificates then outstanding.
(ii) On each Distribution Date, if the aggregate Class Principal
Balance of all Group II Certificates, Group III Certificates, Group V
Certificates and Group D-B Certificates exceeds the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group II, Loan Group III and Loan Group
V (after giving effect to distributions of principal and the allocation of all
losses to such Certificates on such Distribution Date), such excess will be
deemed a principal loss and will be allocated by the Trust Administrator to
the most junior Class of Group D-B Certificates then outstanding.
(e) Any Realized Loss allocated to a Class of Certificates or any
reduction in the Class Principal Balance of a Class of Certificates pursuant
to Section 4.02(a),(b) shall be allocated by the Trust Administrator among the
Certificates of such Class in proportion to their respective Certificate
Balances.
(f) Any allocation by the Trust Administrator of Realized Losses to
a Certificate or any reduction in the Certificate Balance of a Certificate
pursuant to Section 4.02(c) shall be accomplished by reducing the Certificate
Balance thereof, immediately following the distributions made on the related
Distribution Date in accordance with the definition of "Certificate Balance."
SECTION 4.03 Policy Matters.
(a) As soon as possible, and in no event later than 11:00 a.m., New
York time, on the second Business Day immediately preceding each Distribution
Date, the Trust Administrator shall determine the amount of funds available
for such Distribution Date minus the amount of
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any FSA Premium and any fee to paid to the Trustee or Trust Administrator on
such Distribution Date
(b) If for any Distribution Date, the Trust Administrator determines
that the funds that will be available for such Distribution Date distributable
to the Holders of the Class IV-A-1 Certificates pursuant to Section 4.01 will
be insufficient to pay the related Insured Payment on such Distribution Date,
the Trust Administrator shall determine the amount of any such deficiency and
shall give notice to FSA and the Fiscal Agent, if any, by telephone or
telecopy of the amount of such deficiency, confirmed in writing by notice
substantially in the form of Exhibit A to the Certificate Insurance Policy by
12:00 noon, New York City time, on such second Business Day immediately
preceding the Distribution Date. The Trust Administrator's responsibility for
delivering the notice to FSA, as provided in the preceding sentence is limited
to the availability, timeliness and accuracy of the information provided by
each Servicer. The Notice shall constitute a claim for an Insured Payment
pursuant to the FSA Policy. Upon receipt of the Insured Payment, at or prior
to the latest time payments of the Insured Payment are to be made by the FSA
pursuant to the FSA Policy, on behalf of the Holders of the Class IV-A-1
Certificates, the Trust Administrator shall deposit such Insured Payments in
the Distribution Account and shall distribute such Insured Payments only in
accordance with Section 4.01, if applicable.
(c) The Trust Administrator shall receive as attorney-in-fact of
each Holder of a Class IV-A-1 Certificate, any Insured Payment from FSA
Certificates and disburse the same to each Holder of a Class IV-A-1
Certificate in accordance with the FSA Certificate provisions of Article IV.
Insured Payments disbursed by the Trust Administrator from proceeds of the FSA
Certificate Policy shall not be considered payment by the Trust nor shall such
payments discharge the obligation of the Trust with respect to such Class
IV-A-1 Certificate, and the FSA Certificate shall become the owner of such
unpaid amounts due from the Trust in respect of such Insured Payments as the
deemed assignee of such Holder and shall be entitled to receive the FSA
Reimbursement Amount pursuant to Section 4.01. The Trust Administrator hereby
agrees on behalf of each Holder of a Class IV-A-1 Certificate for the benefit
of FSA that it and they recognize that to the extent that FSA makes Insured
Payments, either directly or indirectly (as by paying through the Trust
Administrator), to the Class III-A-1, Class III-A-2, Class III-A-3, Class
III-A-4 or Class I-A-10 and Class I-A-11 Certificateholders, FSA will be
entitled to receive the Reimbursement Amount pursuant to Section 4.01.
(d) It is understood and agreed that the intention of the parties is
that FSA shall not be entitled to reimbursement on any Distribution Date for
amounts previously paid by it unless on such Distribution Date the Holders of
the Class IV-A-1 Certificates shall also have received the full amount of the
Insured Payments for such Distribution Date.
(e) In the event the Trust Administrator receives a certified copy
of an order of the appropriate court that any payment of principal or interest
on a Class IV-A-1 Certificate has been voided in whole or in part as a
preference payment under applicable bankruptcy law, the Trust Administrator
shall (i) promptly notify FSA and the Fiscal Agent, if any, and (ii) comply
with the provisions of the Certificate Insurance Policy to obtain payment by
FSA of such voided payment. In addition, the Trust Administrator shall mail
notice to all Holders of the Class IV-A-1 Certificates so affected that, in
the event that any such Holder's scheduled payment is so
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recovered, such Holder will be entitled to payment pursuant to the terms of
the Certificate Insurance Policy a copy of which shall be made available to
such Holders by the Trust Administrator. The Trust Administrator shall furnish
to FSA and the Fiscal Agent, if any, its records listing the payments on the
affected Class IV-A-1 Certificates, if any, that have been made by the Trust
Administrator and subsequently recovered from the affected Holders, and the
dates on which such payments were made by the Trust Administrator.
(f) At the time of the execution hereof, and for the purposes
hereof, the Trust Administrator shall establish a separate special purpose
trust account in the name of the Trust Administrator for the benefit of
Holders of the Class IV-A-1 Certificates (the "Certificate Insurance Policy
Payments Account") over which the Trust Administrator shall have exclusive
control and sole right of withdrawal. The Certificate Insurance Policy
Payments Account shall be an Eligible Account. The Trust Administrator shall
deposit any amount paid under the Certificate Insurance Policy into the
Certificate Insurance Policy Payments Account and distribute such amount only
for the purposes of making the payments to Holders of the Class IV-A-1
Certificates in respect of the Insured Payment for which the related claim was
made under the Certificate Insurance Policy. Such amounts shall be allocated
by the Trust Administrator to Holders of Class IV-A-1 Certificates affected by
such shortfalls in the same manner as principal and interest payments are to
be allocated with respect to such Certificates pursuant to Section 4.01. It
shall not be necessary for such payments to be made by checks or wire
transfers separated from the checks or wire transfers used to make regular
payments hereunder with funds withdrawn from the Certificate Account. However,
any payments made on the Class IV-A-1 Certificates from funds in the
Certificate Insurance Policy Payments Account shall be noted as provided in
subsection (e) below. Funds held in the Certificate Insurance Policy Payments
Account shall not be invested by the Trust Administrator or the Trustee.
(g) Any funds received from FSA for deposit into the Certificate
Insurance Policy Payments Account pursuant to the Certificate Insurance Policy
in respect of a Distribution Date or otherwise as a result of any claim under
the Certificate Insurance Policy shall be applied by the Trust Administrator
directly to the payment in full (i) of the Insured Payment due on such
Distribution Date on the Class IV-A-1 Certificates, or (ii) of other amounts
payable under the Certificate Insurance Policy. Funds received by the Trust
Administrator as a result of any claim under the Certificate Insurance Policy
shall be used solely for payment to the Holders of the Class IV-A-1
Certificates and may not be applied for any other purpose, including, without
limitation, satisfaction of any costs, expenses or liabilities of the Trustee,
the Trust Administrator, the Master Servicer or any Servicer or the Trust
Fund. Any funds (other than funds deposited therein in respect of a Preference
Amount payable under the Certificate Insurance Policy) remaining in the
Certificate Insurance Policy Payments Account on the first Business Day after
each Distribution Date shall be remitted promptly to FSA pursuant to the
written instruction of FSA.
(h) The Trust Administrator shall keep complete and accurate records
in respect of (i) all funds remitted to it by FSA and deposited into the
Certificate Insurance Policy Payments Account and (ii) the allocation of such
funds to payments of interest on and principal in respect of any Class IV-A-1
Certificates. FSA shall have the right to inspect such records at reasonable
times during normal business hours upon three Business Days' prior notice to
the Trust Administrator.
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(i) The Trust Administrator acknowledges, and each Holder of a Class
IV-A-1 Certificate by its acceptance of the Class IV-A-1 Certificate agrees,
that, without the need for any further action on the part of FSA or the Trust
Administrator, to the extent FSA makes payments, directly or indirectly, on
account of principal of or interest on any Class IV-A-1 Certificates, FSA will
be fully subrogated to the rights of the Holders of such Class IV-A-1
Certificates to receive such principal and interest from the Trust Fund. The
Holders of the Class IV-A-1 Certificates, by acceptance of the Class IV-A-1
Certificates, assign their rights as Holders of the Class IV-A-1 Certificates
to the extent of FSA's interest with respect to amounts paid under the
Certificate Insurance Policy. Anything herein to the contrary notwithstanding,
solely for purposes of determining FSA's rights, as applicable, as subrogee
for payments distributable pursuant to Section 4.01, any payment with respect
to distributions to the Class IV-A-1 Certificates which is made with funds
received pursuant to the terms of the Certificate Insurance Policy, shall not
be considered payment of the Class IV-A-1 Certificates from the Trust Fund and
shall not result in the distribution or the provision for the distribution in
reduction of the Class Principal Balance of the Class IV-A-1 Certificates
except to the extent such payment has been reimbursed to FSA pursuant to the
terms hereof.
(j) Upon a Responsible Officer of the Trustee or the Trust
Administrator becoming aware of the occurrence of an Event of Default, the
Trustee or the Trust Administrator, as applicable, shall promptly notify FSA
of such Event of Default.
(k) The Trustee or the Trust Administrator shall promptly notify FSA
of either of the following as to which a Responsible Officer of the Trustee or
the Trust Administrator, as applicable, has actual knowledge: (A) the
commencement of any proceeding by or against the Depositor commenced under the
United States bankruptcy code or any other applicable bankruptcy, insolvency,
receivership, rehabilitation or similar law (an "Insolvency Proceeding") and
(B) the making of any claim in connection with any Insolvency Proceeding
seeking the avoidance as a preferential transfer (a "Preference Claim") of any
distribution made with respect to the Class IV-A-1 Certificates as to which it
has actual knowledge. Each Holder of a Class IV-A-1 Certificate, by its
purchase of Class IV-A-1 Certificates, and the Trust Administrator hereby
agrees that FSA (so long as no FSA Default exists) may at any time during the
continuation of any proceeding relating to a Preference Claim direct all
matters relating to such Preference Claim, including, without limitation, (i)
the direction of any appeal of any order relating to any Preference Claim and
(ii) the posting of any surety, supersedeas or performance bond pending any
such appeal. In addition and without limitation of the foregoing, FSA shall be
subrogated to the rights of the Trust Administrator, the Trustee and each
Holder of a Class IV-A-1 Certificate in the conduct of any Preference Claim,
including, without limitation, all rights of any party to an adversary
proceeding action with respect to any court order issued in connection with
any such Preference Claim.
(l) The Master Servicer and each Servicer shall designate at least
one FSA Contact Person who shall be available to FSA to provide reasonable
access to information regarding the Mortgage Loans. The initial FSA Contact
Persons are the Servicing Officers.
(m) The Trust Administrator shall surrender the Certificate
Insurance Policy to FSA for cancellation upon the reduction of the Class
Principal Balance of the Class IV-A-1 Certificates to zero.
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(n) The Trust Administrator shall send to FSA the reports prepared
pursuant to Sections 3.16 and 3.17 and the statements prepared pursuant to
Section 4.04, as well as any other statements or communications sent to
Holders of the Class A Certificates, in each case at the same time such
reports, statements and communications are otherwise sent.
(o) For so long as there is no continuing default by FSA under its
obligations under the Certificate Insurance Policy (an "FSA Default"), each
Holder of a Class IV-A-1 Certificate agrees that FSA shall be treated by the
Depositor, each Seller, each Servicer, the Trust Administrator and the Trustee
as if FSA were the Holder of all of the Class IV-A-1 Certificates for the
purpose (and solely for the purpose) of the giving of any consent, the making
of any direction or the exercise of any voting or other control rights
otherwise given to the Holders of the Class IV-A-1 Certificates hereunder and
the holders of the Class IV-A-1 Certificates shall only exercise such rights
with the prior written consent of FSA.
(p) With respect to this Section 4.03, (i) the terms "Receipt" and
"Received" shall mean actual delivery to FSA and its Fiscal Agent, if any,
prior to 12:00 noon, New York City time, on a Business Day; delivery either on
a day that is not a Business Day or after 12:00 noon, New York City time,
shall be deemed to be Receipt on the next succeeding Business Day and (ii)
"Business Day" means any day other than (A) a Saturday or Sunday or (B) a day
on which FSA or banking institutions in the City of New York, New York, or the
city in which the Corporate Trust Office of the Trustee or the Trust
Administrator is located, are authorized or obligated by law or executive
order to be closed. If any notice or certificate given under the Certificate
Insurance Policy by the Trust Administrator is not in proper form or is not
properly completed, executed or delivered, it shall be deemed not to have been
Received. FSA or its Fiscal Agent, if any, shall promptly so advise the Trust
Administrator and the Trust Administrator may submit an amended notice.
(q) All notices, statements, reports, certificates or opinions
required by this Agreement to be sent to the Trustee, the Rating Agencies or
the Class IV-A-1 Certificateholders shall also be sent at such time to FSA at
FSA Security Assurance Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
(r) FSA shall be an express third party beneficiary of this
Agreement for the purpose of enforcing the provisions hereof to the extent of
FSA's rights explicitly specified herein as if a party hereto.
(s) All references herein to the ratings assigned to the
Certificates and to the interests of any Certificateholders shall be without
regard to the Certificate Insurance Policy.
(t) The Trustee, Trust Administrator, the Master Servicer and each
Servicer shall cooperate with any reasonable request by FSA to preserve or
enforce the rights granted to FSA hereunder.
(u) Any amendment to this Agreement shall require the prior written
consent of FSA if such amendment could materially adversely affect the
interest of FSA or of the Class IV-A-1 Certificateholders.
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SECTION 4.04 Monthly Statements to Certificateholders.
(a) Not later than each Distribution Date, the Trust Administrator
shall prepare and cause to be made available to each Certificateholder, the
Master Servicer, each Servicer, the Trustee, the Depositor and each Rating
Agency, a statement 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, indicating
the portion thereof attributable to any Carryforward Interest
included in such distribution, and any amount paid pursuant to the
Interest Rate Hedge Agreements 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 Aggregate Loan Group
Balance for each Loan Group, in each case, for the following
Distribution Date;
(vi) the amount of the Master Servicing Fee, the Servicing
Fees and MGIC PMI Fees, if applicable, with respect to such
Distribution Date;
(vii) the Pass-Through Rate for each such Class of
Certificates with respect to such Distribution Date;
(viii) the amount of Advances included in the distribution
on such Distribution Date and the aggregate amount of Advances
outstanding as of the close of business on such Distribution Date;
(ix) the number and aggregate principal amounts of Mortgage
Loans in foreclosure or delinquent (with a notation indicating which
Mortgage Loans, if any, are in foreclosure) (1) 31 to 60 days, (2) 61
to 90 days and (4) 91 or more days, as of the close of business on
the last day of the calendar month preceding such Distribution Date;
(x) [reserved];
(xi) the total number and principal balance of any REO
Properties (and market value, if available) as of the close of
business on the Determination Date preceding such Distribution Date;
(xii) the aggregate amount of Realized Losses incurred
during the preceding calendar month and aggregate Realized Losses
through such Distribution Date;
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(xiii) 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; and
(xiv) the number and principal amount of claims submitted
and claims paid under the MGIC PMI Policy during the preceding
calendar month and the number and principal amount of claims
submitted and claims paid under the MGIC PMI Policy through such
Distribution Date.
The Trust Administrator's responsibility for disbursing the above
information to the Certificateholders is limited to the availability,
timeliness and accuracy of the information derived from the Master Servicer
and each Servicer which shall be provided as required in Section 4.05.
On each Distribution Date, the Trust Administrator shall provide
Bloomberg Financial Markets, L.P. ("Bloomberg") Cusip Level Factors for each
Class of Offered Certificates as of such Distribution Date, using a format and
media mutually acceptable to the Trust Administrator and Bloomberg. In
connection with providing the information specified in this Section 4.04 to
Bloomberg, the Trust Administrator and any director, officer, employee or
agent of the Trust Administrator shall be indemnified and held harmless by
DLJMC, to the extent, in the manner and subject to the limitations provided in
Section 9.05. The Trust Administrator will also make the monthly statements to
Certificateholders available each month to each party referred to in Section
4.04(a) via the Trust Administrator's website. The Trust Administrator's
website can be accessed at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇ or at such other
site as the Trust Administrator may designate from time to time. Persons that
are unable to use the above website are entitled to have a paper copy mailed
to them via first class mail by calling the Trust Administrator at
▇▇▇-▇▇▇-▇▇▇▇. The Trust Administrator shall have the right to change the way
the reports referred to in this Section are distributed in order to make such
distribution more convenient and/or more accessible to the above parties and
to the Certificateholders. The Trust Administrator shall provide timely and
adequate notification to all above parties and to the Certificateholders
regarding any such change. The Trust Administrator may fully rely upon and
shall have no liability with respect to information provided by the Master
Servicer or any Servicer.
(b) Upon request, within a reasonable period of time after the end
of each calendar year, the Trust Administrator shall cause to be furnished to
each Person who at any time during the calendar year was a Certificateholder,
a statement containing the information set forth in clauses (a)(i), (a)(ii)
and (a)(vi) of this Section 4.04 aggregated for such calendar year or
applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Trust Administrator shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Trust Administrator pursuant to any requirements of the Code
as from time to time in effect.
SECTION 4.05 Servicer to Cooperate.
Each Servicer shall provide to the Master Servicer, and the Master
Servicer shall provide to the Trust Administrator, the information set forth
in Exhibit G in such form as the
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Trust Administrator shall reasonably request with respect to each Mortgage
Loan serviced by the Master Servicer or such Servicer no later than twelve
noon on the Data Remittance Date to enable the Trust Administrator to
calculate the amounts to be distributed to each class of certificates and
otherwise perform its distribution, accounting and reporting requirements
hereunder.
SECTION 4.06 Cross-Collateralization; Adjustments to Available
Funds
(a) On each Distribution Date prior to the Senior Credit Support
Depletion Date, but after the date on which the aggregate Class Principal
Balance of Senior Certificates in Group II, Group III or Group V has been
reduced to zero, the Trust Administrator shall distribute the principal
portion of Available Distribution Amount on the Mortgage Loans relating to
such Senior Certificates that will have been paid in full, to the holders of
the Senior Certificates of the other Certificate Groups, pro rata, based on
Class Principal Balances, provided, however, that the Trust Administrator
shall not make such distribution on such Distribution Date if (a) the
Subordinate Pool Percentage for such Distribution Date is greater than or
equal to 200% of such Subordinate Pool Percentage as of the Closing Date and
(b) the average outstanding principal balance of the Mortgage Loans in each
Loan Group delinquent 60 days or more over the last six months, as a
percentage of the related Subordinate Component Balance, is less than 50%.
(b) If on any Distribution Date the Class Principal Balance of
Senior Certificates in Group II, Group III or Group V is greater than the
aggregate Stated Principal Balance of the Mortgage Loans in the related Loan
Group (the "Undercollateralized Group"), then the Trust Administrator shall
reduce the Available Distribution Amount of the other related Loan Groups that
are not undercollateralized (the "Overcollateralized Groups"), as follows:
(i) to add to the Available Distribution Amount of
each Undercollateralized Group an amount equal
to the lesser of (a) one month's interest on the
Principal Transfer Amount of each
Undercollateralized Group at the Pass-Through
Rate applicable to the Undercollateralized
Group(s) and (b) Available Distribution Amount
of the Overcollateralized Group(s) remaining
after making distributions to the Certificates
of the Overcollateralized Group(s) on such
Distribution Date pursuant to Section 4.01; and
(ii) to the Senior Certificates of each
Undercollateralized Group, to the extent of the
principal portion of Available Distribution
Amount of the Overcollateralized Group(s)
remaining after making distributions to the
Senior Certificates of the Overcollateralized
Group(s) on such Distribution Date pursuant to
Section 4.01, until the Class Principal Balance
of the Senior Certificates of such
Undercollateralized Group(s) equals the
aggregate Stated Principal Balance of the
Mortgage Loans in the related Loan Group(s), any
shortfall of such Available Distribution Amount
to be allocated among such Undercollateralized
Group(s), pro rata, based upon the respective
Principal Transfer Amounts.
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(c) If more than one Overcollateralized Group exists on any
Distribution Date, reductions in the Available Funds of such groups to make
the payments required to be made pursuant to Section 4.06(b) on such
Distribution Date shall be made pro rata, based on the amount of payments
required to be made to the Undercollateralized Group(s).
SECTION 4.07 Distributions in Reduction of the Class I-A-10 and
Class I-A-11 Certificates.
(a) Except as provided in subclauses (d) and (f) below, on each
Distribution Date on which distributions in reduction of the Class Principal
Balance of the Class I-A-10 and Class I-A-11 Certificates are made, such
distributions will be made in the following priority:
(i) any request by the personal representative of a Deceased
Holder or by a surviving tenant by the entirety, by a surviving joint
tenant or by a surviving tenant in common or other Person empowered
to act on behalf of such Deceased Holder upon his or her death, in an
amount up to but not exceeding $100,000 per request; and
(ii) any request by a Living Holder, in an amount up to but
not exceeding $10,000 per request.
Thereafter, distributions will be made as provided in clauses (i)
and (ii) above up to a second $100,000 and $10,000 per request, respectively.
This sequence of priorities will be repeated for each request for principal
distributions made by the Beneficial Holders of the Class I-A-10 and Class
I-A-11 Certificates until all such requests have been honored.
Requests for distributions in reduction of the Certificate Balances
of the Class I-A-10 and Class I-A-11 Certificates presented on behalf of the
related Deceased Holders in accordance with the provisions of clause (i) above
will be accepted in the order of their receipt by DTC. Requests for
distributions in reduction of the Certificate Balances of the Class I-A-10 and
Class I-A-11 Certificates presented in accordance with the provisions of
clause (ii) above will be accepted in the order of priority established by the
random lot procedures of DTC after all requests with respect to such
Certificates presented in accordance with clause (i) have been honored. All
requests for distributions in reduction of the Certificate Balances of the
Class I-A-10 and Class I-A-11 Certificates with respect to any Distribution
Date shall be made in accordance with Section 4.07(c) below and must be
received by DTC and forwarded to, and received by, the Trust Administrator no
later than the close of business on the related Record Date. Requests for
distributions which are received by DTC and forwarded to the Trust
Administrator after the related Record Date and requests, in either case, for
distributions timely received but not accepted with respect to any
Distribution Date, will be treated as requests for distributions in reduction
of the Certificate Balances of the Class I-A-10 and Class I-A-11 Certificates
on the next succeeding Distribution Date, and each succeeding Distribution
Date thereafter, until each such request is accepted or is withdrawn as
provided in Section 4.07(c). Such requests as are not so withdrawn shall
retain their order of priority without the need for any further action on the
part of the appropriate Beneficial Holder of the Class I-A-10 and Class I-A-11
Certificate, all in accordance with the procedures of DTC and the Trust
Administrator. Upon the transfer of beneficial ownership of any Class I-A-10
and Class I-A-11 Certificate, any distribution request previously submitted
with respect to such Class I-A-10 and Class I-A-11
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Certificate will be deemed to have been withdrawn only upon the receipt by the
Trust Administrator of notification of such withdrawal using a form required
by DTC.
Distributions in reduction of the Certificate Balances of the Class
I-A-10 and Class I-A-11 Certificates will be applied, in the aggregate, to the
Class I-A-10 and Class I-A-11 Certificates in an amount equal to the portion
of the Available Distribution Amount distributable to the Class I-A-10 and
Class I-A-11 Certificates pursuant to Section 4.01II, plus any amounts
available for distribution from the Class I-A-10 and Class I-A-11 Rounding
Account pursuant to Section 4.07(e), provided that the aggregate distribution
in reduction of the Class Principal Balance of a Class I-A-10 and Class I-A-11
Certificate on any Distribution Date is made in an integral multiple of
$1,000.
(b) A "Deceased Holder" is a Beneficial Holder of a Class I-A-10 and
Class I-A-11 Certificate who was living at the time such interest was acquired
and whose authorized personal representative, surviving tenant by the
entirety, surviving joint tenant or surviving tenant in common or other person
empowered to act on behalf of such Beneficial Holder upon his or her death,
causes to be furnished to the Trust Administrator a certified copy of the
death certificate of such Beneficial Holder and any additional evidence of
death required by and satisfactory to the Trust Administrator and any tax
waivers requested by the Trust Administrator. The Class I-A-10 and Class
I-A-11 Certificates beneficially owned by tenants by the entirety, joint
tenants or tenants in common will be considered to be beneficially owned by a
single owner. The death of a tenant by the entirety, joint tenant or tenant in
common will be deemed to be the death of the Beneficial Holder, and the Class
I-A-10 and Class I-A-11 Certificates so beneficially owned will be eligible
for priority with respect to distributions in reduction of the Class Principal
Balance of the Class I-A-10 and Class I-A-11 Certificates, subject to the
limitations stated above. The Class I-A-10 and Class I-A-11 Certificates
beneficially owned by a trust will be considered to be beneficially owned by
each beneficiary of the trust to the extent of such beneficiary's beneficial
interest therein, but in no event will a trust's beneficiaries collectively be
deemed to be Beneficial Holders of a number of Individual Class I-A-10 and
Class I-A-11 Certificates greater than the number of Individual Class I-A-10
and Class I-A-11 Certificates of which such trust is the beneficial owner. The
death of a beneficiary of a trust will be deemed to be the death of a
Beneficial Holder of the Class I-A-10 and Class I-A-11 Certificates
beneficially owned by the trust to the extent of such beneficiary's beneficial
interest in such trust. The death of an individual who was a tenant by the
entirety, joint tenant or tenant in common in a tenancy which is the
beneficiary of a trust will be deemed to be the death of the beneficiary of
the trust. The death of a person who, during his or her lifetime, was entitled
to substantially all of the beneficial ownership interests in the Class I-A-10
and Class I-A-11 Certificates will be deemed to be the death of the Beneficial
Holder of such Class I-A-10 and Class I-A-11 Certificates regardless of the
registration of ownership of such Class I-A-10 and Class I-A-11 Certificates,
if such beneficial interest can be established to the satisfaction of the
Trust Administrator. Such beneficial interest will be deemed to exist in
typical cases of street name or nominee ownership, ownership by a trustee,
ownership under the Uniform Gifts to Minors Act and community property or
other joint ownership arrangements between a husband and wife. Beneficial
interests shall include the power to sell, transfer or otherwise dispose of a
Class I-A-10 and Class I-A-11 Certificate and the right to receive the
proceeds therefrom, as well as interest and distributions in reduction of the
Certificate Balances of the Class I-A-10 and Class I-A-11 Certificates payable
with respect thereto. The Trust Administrator shall not be under any
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duty to determine independently the occurrence of the death of any deceased
Beneficial Holder. The Trust Administrator may rely entirely upon
documentation delivered to it pursuant to Section 4.07(a) in establishing the
eligibility of any Beneficial Holder to receive the priority accorded Deceased
Holders in Section 4.07(a).
(c) Requests for distributions in reduction of the Certificate
Balance of a Class I-A-10 and Class I-A-11 Certificate must be made by
delivering a written request therefor to a Participant or Indirect Participant
that maintains the account evidencing the Beneficial Holder's interest in such
Class I-A-10 and Class I-A-11 Certificate. Such Participant or Indirect
Participant should in turn make the request of DTC (or, in the case of an
Indirect Participant, such Indirect Participant must notify the related
Participant of such request, which Participant should make the request of DTC)
on a form required by DTC and provided to the Participant. Upon receipt of
such request, DTC will date and time stamp such request and forward such
request to the Trust Administrator. DTC may establish such procedures as it
deems fair and equitable to establish the order of receipt or requests for
such distributions received by it on the same day. The Trust Administrator
shall not be liable for any delay in delivery of requests for distributions or
withdrawals of such requests by DTC, a Participant or any Indirect
Participant.
In the event any requests for distributions in reduction of the
Certificate Balance of a Class I-A-10 and Class I-A-11 Certificate are
rejected by the Trust Administrator for failure to comply with the
requirements of this Section 4.07, the Trust Administrator shall return such
requests to the appropriate Participant with a copy to DTC with an explanation
as to the reason for such rejection.
The Trust Administrator shall maintain a list of those Participants
representing the Beneficial Holders of the Class I-A-10 and Class I-A-11
Certificates that have submitted requests for distributions in reduction of
the Certificate Balances of such Class I-A-10 and Class I-A-11 Certificates,
together with the order of receipt and the amounts of such requests. The Trust
Administrator shall notify DTC and the appropriate Participants as to which
requests should be honored on each Distribution Date. Requests shall be
honored by DTC in accordance with the procedures, and subject to the
priorities and limitations, described in this Section 4.07. The exact
procedures to be followed by the Trust Administrator and DTC for purposes of
determining such priorities and limitations shall be those established from
time to time by the Trust Administrator or DTC, as the case may be. The
decisions of the Trust Administrator and DTC concerning such matters shall be
final and binding on all affected Persons.
Payments in reduction of the Certificate Balance of a Class I-A-10
and Class I-A-11 Certificate shall be made on the applicable Distribution Date
and the Certificate Balances as to which such payments are made shall cease to
bear interest after the last day of the month preceding the month in which
such Distribution Date occurs.
Any Beneficial Holder of a Class I-A-10 and Class I-A-11 Certificate
which has requested a distribution may withdraw its request by so notifying in
writing the Participant or Indirect Participant that maintains such Beneficial
Holder's account. In the event that such account is maintained by an Indirect
Participant, such Indirect Participant must notify the related Participant
which in turn must forward the withdrawal of such request, on a form required
by DTC, to the Trust Administrator. If such notice of withdrawal of a request
for distribution has
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not been received by DTC and forwarded to the Trust Administrator on or before
the Record Date for the next Distribution Date, the previously made request
for distribution will be irrevocable with respect to the making of
distributions in reduction of the Certificate Balance of such Class I-A-10 and
Class I-A-11 Certificate on such Distribution Date.
(d) To the extent, if any, that distributions in reduction of the
Class Principal Balance of the Class I-A-10 and Class I-A-11 Certificates on a
Distribution Date exceed the aggregate Certificate Balances of the Class
I-A-10 and Class I-A-11 Certificates with respect to which distribution
requests have been received by the related Record Date, as provided in Section
4.07(a) above, distributions in reduction of the Class Principal Balance of
the Class I-A-10 and Class I-A-11 Certificates will be made by mandatory
distributions in reduction thereof. The Trust Administrator shall notify DTC
of the aggregate amount of the mandatory distribution in reduction of the
Class Principal Balance of the Class I-A-10 and Class I-A-11 Certificates to
be made on the next Distribution Date. DTC shall then allocate such aggregate
amount among its Participants on a random lot basis. Each Participant and, in
turn, each Indirect Participant, will then select, in accordance with its own
procedures, Individual Class I-A-10 and Class I-A-11 Certificates from among
those held in its accounts to receive mandatory distributions in reduction of
the Class Principal Balance of the Class I-A-10 and Class I-A-11 Certificates,
such that the total amount so selected is equal to the aggregate amount of
such mandatory distributions allocated to such Participant by DTC and to such
Indirect Participant by its related Participant, as the case may be.
Participants and Indirect Participants which hold the Class I-A-10 and Class
I-A-11 Certificates selected for mandatory distributions in reduction of the
Class Principal Balance are required to provide notice of such mandatory
distributions to the affected Beneficial Holders.
(e) On the Closing Date, the Class I-A-10 and Class I-A-11 Rounding
Account shall be established with the Trust Administrator and Credit Suisse
First Boston Corporation shall cause to be initially deposited the sum of
$999.99 in each of the Class I-A-10 and Class I-A-11 Rounding Accounts. On
each Distribution Date on which a distribution is made in reduction of the
Class Principal Balance of the Class I-A-10 and Class I-A-11 Certificates,
funds on deposit in the Class I-A-10 and Class I-A-11 Rounding Account shall
be, to the extent needed, withdrawn by the Trust Administrator and applied to
round upward to an integral multiple of $1,000 the aggregate distribution in
reduction of the Class Principal Balance to be made on the Class I-A-10 and
Class I-A-11 Certificates. Rounding of such distribution on the Class I-A-10
and Class I-A-11 Certificates shall be accomplished, on the first such
Distribution Date, by withdrawing from the Class I-A-10 and Class I-A-11
Rounding Account the amount of funds, if any, needed to round the amount
otherwise available for such distribution in reduction of the Class Principal
Balance of the Class I-A-10 and Class I-A-11 Certificates upward to the next
integral multiple of $1,000. On each succeeding Distribution Date on which
distributions in reduction of the Class Principal Balance of the Class I-A-10
and Class I-A-11 Certificates are to be made, the aggregate amount of such
distributions allocable to a Class I-A-10 and Class I-A-11 Certificate shall
be applied first to repay any funds withdrawn from the Class I-A-10 and Class
I-A-11 Rounding Account and not previously repaid, and then the remainder of
such allocable amount, if any, shall be similarly rounded upward and applied
as distributions in reduction of the Class Principal Balance of the Class
I-A-10 and Class I-A-11 Certificates; this process shall continue on
succeeding Distribution Dates until the Class Principal Balance of the Class
I-A-10 and Class I-A-11 Certificates has been reduced to zero.
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(f) Notwithstanding anything herein to the contrary, on the
Distribution Date on which distributions in reduction of the Class Principal
Balance of the Class I-A-10 and Class I-A-11 Certificates will reduce the
Class Principal Balance thereof to zero or in the event that distributions in
reduction of the Class Principal Balance of the Class I-A-10 and Class I-A-11
Certificates are made in accordance with the provisions set forth in Section
4.07(f), an amount equal to the difference between $1,000 and the sum then
held in the Class I-A-10 and Class I-A-11 Rounding Account shall be paid from
the Available Distribution Amount for such Distribution Date to the Class
I-A-10 and Class I-A-11 Rounding Account. Any funds then on deposit in a
Rounding Account shall be distributed to Credit Suisse First Boston
Corporation as holder of the Master REMIC Rounding Account Regular Interests.
(g) Notwithstanding any provisions herein to the contrary, on each
Distribution Date following the first Distribution Date on or after the Senior
Credit Support Depletion Date, distributions in reduction of the Class
Principal Balances of the Class I-A-10 and Class I-A-11 Certificates will be
made among the Holders of the related Class of the Class I-A-10 and Class
I-A-11 Certificates, pro rata, based on Certificate Balances, and will not be
made in integral multiples of $1,000 or pursuant to requested distributions or
mandatory distributions by random lot.
(h) In the event that Definitive Certificates representing the Class
I-A-10 and Class I-A-11 Certificates are issued pursuant to Section 6.09, an
amendment to this Agreement, which may be approved without the consent of any
Certificateholders, shall establish procedures relating to the manner in which
distributions in reduction of the Class Principal Balances of the Class I-A-10
and Class I-A-11 Certificates are to be made; provided that such procedures
shall be consistent, to the extent practicable and customary for certificates
similar to the Class I-A-10 and Class I-A-11 Certificates, with the provisions
of this Section 4.07.
SECTION 4.08 The Interest Rate Hedge Agreements.
(a) On the Closing Date, the Trust Administrator shall establish and
maintain in its name, on behalf of the Trustee, in trust for the benefit of
the Certificates, the Interest Rate Hedge Account into which the Depositor
shall deposit the amount of $5,000. The Interest Rate Hedge 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 held by the Trustee or the Trust
Administrator pursuant to this Agreement.
(b) On or prior to the Closing Date, the Trustee, on behalf of the
Trust, will enter into both the Interest Rate Cap Agreement and the Interest
Rate Collar Agreement for the benefit of the Holders of the Class IV-A-1 and
Class IV-M-1 Certificates. The Interest Rate Hedge Agreements will be assets
of the Trust Fund but will not be assets of any REMIC. The Trust Administrator
shall deposit any amounts received with respect to either Interest Rate Hedge
Agreement into the Interest Rate Hedge Account.
(c) The Trustee will prepare and deliver any notices required to be
delivered to the Interest Rate Hedge Agreement Counterparty under either the
Interest Rate Cap Agreement or the Interest Rate Collar Agreement.
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(d) The Trustee shall terminate the Interest Rate Hedge Agreement
Counterparty upon the occurrence of an event of default under the Interest
Rate Cap Agreement or the Interest Rate Collar Agreement of which a
Responsible Officer of the Trustee has actual knowledge. Upon such a
termination, the Interest Rate Hedge Agreement Counterparty may be required to
pay an amount to the Trustee in respect of market quotations for the
replacement cost of the related Interest Rate Hedge Agreement.
(e) On each Distribution Date, following the distribution of any
amounts in respect of interest pursuant to Section 4.01 II(d)(i) through (iii)
hereof, the Trust Administrator shall distribute amounts on deposit in the
Interest Rate Hedge Account to the holders of the Class IV-A-1 and Class
IV-M-1 Certificates to the extent of any Basis Risk Shortfall and Realized
Losses allocated to such Classes of Certificates and prior to making any
distributions pursuant to Section 4.01 II(d)(vii) to Class IV-X Certificates.
Amounts withdrawn from the Interest Rate Hedge Account shall be distributed
sequentially as follows:
(i) to the holders of the Class IV-A-1 Certificates, the
Monthly Interest Distributable Amount and the Unpaid Interest
Shortfall Amount, to the extent not otherwise paid on such
distribution date;
(ii) to the holders of the Class IV-M-1 Certificates, the
Monthly Interest Distributable Amount allocable to such certificates
to the extent not otherwise paid on such distribution date;
(iii) to the holders of the Group IV Certificates then
entitled to receive distributions in respect of principal, in an
amount equal to the principal portion of any Realized Losses incurred
on the mortgage loans during the related Prepayment Period; and
(iv) to the holders of the Class IV-X Certificates, the
remainder.
(f) Funds in the Interest Rate Hedge Account may be invested in
Eligible Investments by the Trust Administrator at the direction of the
Depositor maturing on or prior to the next succeeding Distribution Date. The
Trustee and the Trust Administrator shall account for the Interest Rate Hedge
Account 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 Trustee and the Trust Administrator shall treat amounts paid by the
Interest Rate Hedge Account as payments made from outside the REMICs for all
Federal tax purposes. Any net investment earnings on such amounts shall be
payable to the Depositor. The Depositor will be the owner of the Interest Rate
Hedge Account for federal tax purposes and the Depositor shall direct the
Trust Administrator in writing as to the investment of amounts therein. In the
absence of such written direction, all funds in the Interest Rate Hedge
Account shall remain uninvested. The Trust Administrator shall have no
liability for losses on investments in Eligible Investments made pursuant to
this Section 4.13(f) (other than as obligor on any such investments). Upon
termination of the Trust Fund, any amounts remaining in the Interest Rate
Hedge Account shall be distributed to the Depositor.
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(g) On the Distribution Date immediately after the Distribution Date
on which the aggregate Class Principal Balance of the Class IV-A-1
Certificates equals zero, any amounts on deposit in the Interest Rate Hedge
Account not payable on the Class IV-A-1 and IV-M-1 Certificates shall be
distributed to the Class IV-X Certificates.
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ARTICLE V
ADVANCES BY A SERVICER
SECTION 5.01 Advances by the Master Servicer or a Servicer.
The Master Servicer and each Servicer shall deposit in the
Collection Account an amount equal to all Scheduled Payments (with interest at
the Mortgage Rate less the Servicing Fee Rate and Lender PMI Rate, if
applicable) which were due on the related Mortgage Loans during the applicable
Collection Period and which were delinquent at the close of business on the
immediately preceding Determination Date; provided, however, that with respect
to any Balloon Loan that is delinquent on its maturity date, the Master
Servicer or the related Servicer will not be required to advance the related
balloon payment but will 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 one month's interest on the outstanding principal balance at
the applicable Mortgage Rate less the applicable Servicing Fee Rate and Lender
PMI Rate, if applicable (and in the case of the Master Servicer, less the
Master Servicing Fee Rate), to the extent the related Servicer or Master
Servicer deems such amount to be recoverable. The Master Servicer and each
Servicer's obligation to make such Advances as to any related Mortgage Loan
will 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 such Servicer, been completely liquidated.
The Master Servicer and each Servicer shall be obligated to make
Advances in accordance with the provisions of this Agreement; provided,
however, that such obligation with respect to any related Mortgage Loan shall
cease if the Master Servicer or a Servicer determines, in its reasonable
opinion, that Advances with respect to such Mortgage Loan are Nonrecoverable
Advances. In the event that the Master Servicer or such Servicer determines
that any such advances are Nonrecoverable Advances, the Master Servicer or
such Servicer shall provide the Trust Administrator and the Trustee with a
certificate signed by a Servicing Officer evidencing such determination.
If an Advance is required to be made hereunder, the Master Servicer
or the related Servicer shall on the Cash Remittance Date either (i) deposit
in the Collection Account from its own funds an amount equal to such Advance,
(ii) cause to be made an appropriate entry in the records of the Collection
Account that funds in such account being held for future distribution or
withdrawal have been, as permitted by this Section 5.01, used by the Master
Servicer or such Servicer to make such Advance or (iii) make Advances in the
form of any combination of clauses (i) and (ii) aggregating the amount of such
Advance. Any such funds being held in a Collection Account for future
distribution and so used shall be replaced by the Master Servicer or such
Servicer from its own funds by deposit in such Collection Account on or before
any future Distribution Date in which such funds would be due.
If the amount of Advances received from a Servicer is less than the
amount required to be advanced by such Servicer, the Master Servicer shall be
obligated to make a payment in an amount equal to such deficiency.
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ARTICLE VI
THE CERTIFICATES
SECTION 6.01 The Certificates.
The Certificates shall be in substantially the forms set forth in
Exhibits A, B, C, D and E hereto, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Agreement or as may in the reasonable judgment of the Trust Administrator or
the Depositor be necessary, appropriate or convenient to comply, or facilitate
compliance, with applicable laws, and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may
be required to comply with the rules of any securities exchange on which any
of the Certificates may be listed, or as may, consistently herewith, be
determined by the officers executing such Certificates, as evidenced by their
execution thereof.
The definitive Certificates shall be printed, typewritten,
lithographed or engraved or produced by any combination of these methods or
may be produced in any other manner permitted by the rules of any securities
exchange on which any of the Certificates may be listed, all as determined by
the officers executing such Certificates, as evidenced by their execution
thereof.
The Certificates shall be issuable in registered form, in the
minimum denominations, integral multiples in excess thereof (except that one
Certificate in each Class may be issued in a different amount which must be in
excess of the applicable minimum denomination) and aggregate denominations per
Class set forth in the Preliminary Statement.
The Certificates shall be executed by manual or facsimile signature
on behalf of the Trust Administrator by a Responsible Officer. Certificates
bearing the manual or facsimile signatures of individuals who were, at the
time when such signatures were affixed, authorized to sign on behalf of the
Trust Administrator shall bind the Trust Administrator, notwithstanding that
such individuals or any of them have ceased to be so authorized prior to the
authentication and delivery of such Certificates or did not hold such offices
at the date of such Certificate. No Certificate shall be entitled to any
benefit under this Agreement, or be valid for any purpose, unless there
appears on such Certificate a certificate of authentication executed by the
Trust Administrator by manual signature, and such certificate of
authentication upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.
SECTION 6.02 Registration of Transfer and Exchange of
Certificates.
(a) The Trust Administrator shall maintain, or cause to be
maintained, a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trust Administrator shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as
herein provided. Upon surrender for registration of transfer of any
Certificate, the Trust Administrator shall execute, authenticate and deliver,
in the name of the
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designated transferee or transferees, one or more new Certificates in like
aggregate interest and of the same Class.
(b) At the option of a Certificateholder, Certificates may be
exchanged for other Certificates of authorized denominations and the same
aggregate interest in the Trust Fund and of the same Class, upon surrender of
the Certificates to be exchanged at the office or agency of the Trust
Administrator set forth in Section 6.06. Whenever any Certificates are so
surrendered for exchange, the Trust Administrator shall execute, authenticate
and deliver the Certificates which the Certificateholder making the exchange
is entitled to receive. Every Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by the Holder thereof or his attorney duly authorized in writing.
(c) No service charge to the Certificateholders shall be made for
any registration of transfer or exchange of Certificates, but payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates may be required.
(d) All Certificates surrendered for registration of transfer and
exchange shall be canceled and subsequently destroyed by the Trust
Administrator in accordance with the Trust Administrator's customary
procedures.
(e) No transfer of any Private Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
1933 Act and effective registration or qualification under applicable state
securities laws, or is made in a transaction which does not require such
registration or qualification. Except in connection with any transfer of a
Private Certificate by the Depositor to any affiliate, in the event that a
transfer is to be made in reliance upon an exemption from the 1933 Act and
such laws, in order to assure compliance with the 1933 Act and such laws, the
Certificateholder desiring to effect such transfer and such
Certificateholder's prospective transferee shall each certify to the Trust
Administrator in writing the facts surrounding the transfer in substantially
the form set forth in Exhibit L (the "Transferor Certificate") and (i) deliver
a letter in substantially the form of either Exhibit M-1 (the "Investment
Letter") or Exhibit M-2 (the "Rule 144A Letter") or (ii) there shall be
delivered to the Trust Administrator at the expense of the transferor an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from the 1933 Act. The Depositor shall provide to any Holder of a Private
Certificate and any prospective transferee designated by any such Holder,
information regarding the related Certificates and the Mortgage Loans and such
other information as shall be necessary to satisfy the condition to
eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate
without registration thereof under the 1933 Act pursuant to the registration
exemption provided by Rule 144A. The Trust Administrator shall cooperate with
the Depositor in providing the Rule 144A information referenced in the
preceding sentence, including providing to the Depositor such information
regarding the Certificates, the Mortgage Loans and other matters regarding the
Trust Fund as the Depositor shall reasonably request to meet its obligation
under the preceding sentence. Each Holder of a Private Certificate desiring to
effect such transfer shall, and does hereby agree to, indemnify the Trustee,
the Trust Administrator, the Depositor, each Seller, the Master Servicer, each
Servicer and the Special
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Servicer against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws.
(f) No transfer of an ERISA-Restricted Certificate shall be made to
any employee benefit or other plan that is subject to the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Code, to a trustee or other person acting on behalf of any such plan, or to
any other person using "plan assets" to effect such acquisition, unless the
prospective transferee of a Certificate provides the Trust Administrator with
(i) in the case of an ERISA-Restricted Certificate that has been the subject
of an ERISA-Qualifying Underwriting, a certification as set forth in item (d)
of Exhibit M-1 or M-2 or item 15 of Exhibit N and in the case of any other
ERISA-Restricted Certificate, a certification as set forth in item d(i) of
Exhibit M-1 or M-2 or item 15(a) of Exhibit N; or (ii) an Opinion of Counsel
which establishes to the reasonable satisfaction of the Trustee and the Trust
Administrator that the purchase and holding of an ERISA-Restricted Certificate
by, on behalf of or with "plan assets" of such plan is permissible under
applicable local law, would not constitute or result in a non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code,
and would not subject the Depositor, the Trustee, the Trust Administrator, the
Master Servicer or the Servicers or the Special Servicer to any obligation or
liability (including liabilities under ERISA or Section 4975 of the Code) in
addition to those undertaken in this Agreement or any other liability. The
Trust Administrator shall require, where applicable, that such prospective
transferee certify to the Trust Administrator in writing the facts
establishing that such transferee is not such a plan and is not acting on
behalf of or using "plan assets" of any such plan to effect such acquisition.
(g) Additional restrictions on transfers of the Class AR
Certificates to Disqualified Organizations are set forth below:
Each Person who has or who acquires any ownership interest
in a Class AR Certificate shall be deemed by the
acceptance or acquisition of such ownership interest to
have agreed to be bound by the following provisions and to
have irrevocably authorized the Trust Administrator or its
designee under clause (iii)(A) below to deliver payments
to a Person other than such Person and to negotiate the
terms of any mandatory sale under clause (iii)(B) below
and to execute all instruments of transfer and to do all
other things necessary in connection with any such sale.
The rights of each Person acquiring any ownership interest
in a Class AR Certificate are expressly subject to the
following provisions:
Each Person holding or acquiring any ownership
interest in a Class AR Certificate shall be
other than a Disqualified Organization and shall
promptly notify the Trust Administrator of any
change or impending change in its status as
other than a Disqualified Organization.
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In connection with any proposed transfer of any
ownership interest in a Class AR Certificate to
a U.S. Person, the Trust Administrator shall
require delivery to it, and shall not register
the transfer of a Class AR Certificate until its
receipt of (1) an affidavit and agreement (a
"Transferee Affidavit and Agreement" attached
hereto as Exhibit N) from the proposed
transferee, in form and substance satisfactory
to the Trust Administrator, representing and
warranting, among other things, that it is not a
non-U.S. Person, that such transferee is other
than a Disqualified Organization, that it is not
acquiring its ownership interest in a Class AR
Certificate that is the subject of the proposed
Transfer as a nominee, trustee or agent for any
Person who is not other than a Disqualified
Organization, that for so long as it retains its
ownership interest in a Class AR Certificate, it
will endeavor to remain other than a
Disqualified Organization, and that it has
reviewed the provisions of this Section 6.02(g)
and agrees to be bound by them, and (2) a
certificate, attached hereto as Exhibit O, from
the Holder wishing to transfer a Class AR
Certificate, in form and substance satisfactory
to the Trust Administrator, representing and
warranting, among other things, that no purpose
of the proposed transfer is to allow such Holder
to impede the assessment or collection of tax.
Notwithstanding the delivery of a Transferee
Affidavit and Agreement by a proposed transferee
under clause (B) above, if the Trust
Administrator has actual knowledge that the
proposed transferee is not other than a
Disqualified Organization, no transfer of an
ownership interest in a Class AR Certificate to
such proposed transferee shall be effected.
Each Person holding or acquiring any ownership
interest in a Class AR Certificate agrees, by
holding or acquiring such ownership interest, to
require a Transferee Affidavit and Agreement
from the other Person to whom such Person
attempts to transfer its ownership interest and
to provide a certificate to the Trust
Administrator in the form attached hereto as
Exhibit O.
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(ii) The Trust Administrator shall register the transfer of
any Class AR Certificate only if it shall have received the
Transferee Affidavit and Agreement, a certificate of the Holder
requesting such transfer in the form attached hereto as Exhibit O and
all of such other documents as shall have been reasonably required by
the Trust Administrator as a condition to such registration.
(iii) (A) If any Disqualified Organization shall become a
Holder of a Class AR Certificate, then the last preceding Holder that
was other than a Disqualified Organization shall be restored, to the
extent permitted by law, to all rights and obligations as Holder
thereof retroactive to the date of registration of such transfer of
such Class AR Certificate. If any non-U.S. Person shall become a
Holder of a Class AR Certificate, then the last preceding Holder that
is a U.S. Person shall be restored, to the extent permitted by law,
to all rights and obligations as Holder thereof retroactive to the
date of registration of the transfer to such non-U.S. Person of such
Class AR Certificate. If a transfer of a Class AR Certificate is
disregarded pursuant to the provisions of Treasury Regulations
Section 1.860E-1 or Section 1.860G-3, then the last preceding Holder
that was other than a Disqualified Organization shall be restored, to
the extent permitted by law, to all rights and obligations as Holder
thereof retroactive to the date of registration of such transfer of
such Class AR Certificate. The Trustee and the Trust Administrator
shall be under no liability to any Person for any registration of
transfer of a Class AR Certificate that is in fact not permitted by
this Section 6.02(g) or for making any payments due on such
Certificate to the Holder thereof or for taking any other action with
respect to such Holder under the provisions of this Agreement.
(B) If any purported transferee of a Class AR
Certificate shall become a Holder of a Class AR Certificate
in violation of the restrictions in this Section 6.02(g) and
to the extent that the retroactive restoration of the rights
of the Holder of such Class AR Certificate as described in
clause (iii)(A) above shall be invalid, illegal or
unenforceable, then the Depositor shall have the right,
without notice to the Holder or any prior Holder of such
Class AR Certificate, to sell such Class AR Certificate to a
purchaser selected by the Depositor on such terms as the
Depositor may choose. Such purported transferee shall
promptly endorse and deliver a Class AR Certificate in
accordance with the instructions of the Depositor. Such
purchaser may be the Depositor itself or any affiliate of
the Depositor. The proceeds of such sale, net of the
commissions (which may include commissions payable to the
Depositor or its affiliates), expenses and taxes due, if
any, shall be remitted by the Depositor to such purported
transferee. The terms and conditions of any sale under this
clause (iii)(B) shall be determined in the sole discretion
of the Depositor, and the Depositor shall not be liable to
any Person having an ownership interest or a purported
ownership interest in a Class AR Certificate as a result of
its exercise of such discretion.
(iv) The Master Servicer and each Servicer, on behalf of the
Trust Administrator, shall make available, upon written request from
the Trust Administrator, all information reasonably available to it
that is necessary to compute any tax imposed (A) as a result of the
transfer of an ownership interest in a Class AR Certificate to any
Person who is not other than a Disqualified Organization, including
the information
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regarding "excess inclusions" of such Residual Certificate required
to be provided to the Internal Revenue Service and certain Persons as
described in Treasury Regulation Section 1.860D-1(b)(5), and (B) as a
result of any regulated investment company, real estate investment
trust, common trust fund, partnership, trust, estate or organizations
described in Section 1381 of the Code having as among its record
holders at any time any Person who is not other than a Disqualified
Organization. Reasonable compensation for providing such information
may be required by the Master Servicer or the Servicer from such
Person.
(v) The provisions of this Section 6.02(g) set forth prior
to this Section (v) may be modified, added to or eliminated by the
Depositor, provided that there shall have been delivered to the Trust
Administrator the following:
written notification from each Rating Agency to
the effect that the modification, addition to or
elimination of such provisions will not cause
such Rating Agency to downgrade its then-current
rating of the Certificates; and
a certificate of the Depositor stating that the
Depositor has received an Opinion of Counsel, in
form and substance satisfactory to the
Depositor, to the effect that such modification,
addition to or elimination of such provisions
will not cause the Trust Fund to cease to
qualify as a REMIC and will not create a risk
that (i) the Trust Fund may be subject to an
entity-level tax caused by the transfer of a
Class AR Certificate to a Person which is not
other than a Disqualified Organization or (2) a
Certificateholder or another Person will be
subject to a REMIC-related tax caused by the
transfer of applicable Class AR Certificate to a
Person which is not other than a Disqualified
Organization.
(vi) The following legend shall appear on each Class AR
Certificate:
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A
TRANSFER AFFIDAVIT TO THE Servicer AND THE TRUST
ADMINISTRATOR THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED
STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY
FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY
CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO
THE TAX IMPOSED BY SECTION 511 OF
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THE CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION
1381(a)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE
FOREGOING CLAUSES (A), (B), OR (C) BEING HEREINAFTER
REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR (D) AN
AGENT OF A DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF
SUCH TRANSFER IS TO ENABLE THE TRANSFEROR TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL
INCLUDE CERTAIN REPRESENTATIONS AS TO THE FINANCIAL
CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE
REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CLASS AR CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO
LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT
BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THE CLASS
AR CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE
DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.
(h) The Trust Administrator shall have no liability to the Trust
Fund arising from a transfer of any such Certificate in reliance upon a
certification, ruling or Opinion of Counsel described in this Section 6.02;
provided, however, that the Trust Administrator shall not register the
transfer of any Class AR Certificate if it has actual knowledge that the
proposed transferee does not meet the qualifications of a permitted Holder of
a Class AR Certificate as set forth in this Section 6.02.
SECTION 6.03 Mutilated, Destroyed, Lost or Stolen Certificates.
If (a) any mutilated Certificate is surrendered to the Trust
Administrator, or the Trust Administrator receives evidence to its
satisfaction of the destruction, loss or theft of any Certificate and (b)
there is delivered to each Servicer, the Trustee and the Trust Administrator
such security or indemnity as may be required by them to save each of them
harmless, then, in the absence of notice to the Trustee and the Trust
Administrator that such Certificate has been acquired by a bona fide
purchaser, the Trust Administrator shall execute, authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor and interest in the Trust Fund.
In connection with the issuance of any new Certificate under this Section
6.03, the Trust Administrator may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trust
Administrator) connected therewith. Any replacement Certificate issued
pursuant to this Section 6.03 shall constitute complete and indefeasible
evidence of ownership in the Trust Fund, as if originally issued, whether or
not the lost, stolen or destroyed Certificate shall be found at any time.
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SECTION 6.04 Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of
transfer, each Servicer, the Trust Administrator, and any agent of the Master
Servicer or any Servicer, the Trust Administrator may treat the person in
whose name any Certificate is registered as the owner of such Certificate for
the purpose of receiving distributions as provided in this Agreement and for
all other purposes whatsoever, and none of the Master Servicer or the
Servicers, the Trust Administrator, nor any agent of the Master Servicer or a
Servicer or the Trust Administrator shall be affected by any notice to the
contrary.
SECTION 6.05 Access to List of Certificateholders' Names and
Addresses.
(a) If three or more Certificateholders (i) request in writing from
the Trust Administrator a list of the names and addresses of
Certificateholders, (ii) state that such Certificateholders desire to
communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates and (iii) provide a copy of the
communication which such Certificateholders propose to transmit, then the
Trust Administrator shall, within ten Business Days after the receipt of such
request, afford such Certificateholders access during normal business hours to
a current list of the Certificateholders. The expense of providing any such
information requested by a Certificateholder shall be borne by the
Certificateholders requesting such information and shall not be borne by the
Trust Administrator or the Trustee. Every Certificateholder, by receiving and
holding a Certificate, agrees that the Trustee and the Trust Administrator
shall not be held accountable by reason of the disclosure of any such
information as to the list of the Certificateholders hereunder, regardless of
the source from which such information was derived.
(b) The Master Servicer and each Servicer, so long as it is a
servicer hereunder, the Sellers and the Depositor shall have unlimited access
to a list of the names and addresses of the Certificateholders which list
shall be provided by the Trust Administrator promptly upon request.
SECTION 6.06 Maintenance of Office or Agency.
The Trust Administrator will maintain or cause to be maintained at
its expense an office or offices or agency or agencies in New York City where
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Trust Administrator in respect of the
Certificates and this Agreement may be served. The Trust Administrator
initially designates its Corporate Trust Office as its office for such
purpose. The Trust Administrator will give prompt written notice to the
Certificateholders of any change in the location of any such office or agency.
SECTION 6.07 Book-Entry Certificates.
Notwithstanding the foregoing, the Book-Entry Certificates, upon
original issuance, shall be issued in the form of one or more typewritten
Certificates representing the Book-Entry Certificates, to be delivered to DTC,
the initial Clearing Agency, by, or on behalf of, the Depositor. The
Book-Entry Certificates shall initially be registered on the Certificate
Register in the name of Cede & Co., the nominee of DTC, as the initial
Clearing Agency, and no
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Beneficial Holder will receive a definitive certificate representing such
Beneficial Holder's interest in the Certificates, except as provided in
Section 6.09. Unless and until definitive, fully registered Certificates
("Definitive Certificates") have been issued to the Beneficial Holders
pursuant to Section 6.09:
(a) the provisions of this Section 6.07 shall be in full force and
effect with respect to the Book-Entry Certificates;
(b) the Depositor and the Trust Administrator may deal with the
Clearing Agency for all purposes with respect to the Book-Entry Certificates
(including the making of distributions on such Certificates) as the sole
Holder of such Certificates;
(c) to the extent that the provisions of this Section 6.07 conflict
with any other provisions of this Agreement, the provisions of this Section
6.07 shall control; and
(d) the rights of the Beneficial Holders of the Book-Entry
Certificates shall be exercised only through the Clearing Agency and the
Participants and shall be limited to those established by law and agreements
between such Beneficial Holders and the Clearing Agency and/or the
Participants. Pursuant to the Depository Agreement, unless and until
Definitive Certificates are issued pursuant to Section 6.09, the initial
Clearing Agency will make book-entry transfers among the Participants and
receive and transmit distributions of principal and interest on the related
Book-Entry Certificates to such Participants.
For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of the
Book-Entry Certificates evidencing a specified percentage of the aggregate
unpaid principal amount of such Certificates, such direction or consent may be
given by the Clearing Agency at the direction of Beneficial Holders owning
such Certificates evidencing the requisite percentage of principal amount of
such Certificates. The Clearing Agency may take conflicting actions with
respect to the Book-Entry Certificates to the extent that such actions are
taken on behalf of the Beneficial Holders.
SECTION 6.08 Notices to Clearing Agency.
Whenever notice or other communication to the Holders of Book-Entry
Certificates is required under this Agreement, unless and until Definitive
Certificates shall have been issued to the related Certificateholders pursuant
to Section 6.09, the Trust Administrator shall give all such notices and
communications specified herein to be given to Holders of the Book-Entry
Certificates to the Clearing Agency which shall give such notices and
communications to the related Participants in accordance with its applicable
rules, regulations and procedures.
SECTION 6.09 Definitive Certificates.
If (a) the Depositor advises the Trust Administrator in writing that
the Clearing Agency is no longer willing or able to properly discharge its
responsibilities under the Depository Agreement with respect to the
Certificates and the Trust Administrator or the Depositor is unable to locate
a qualified successor, (b) the Depositor, at its option, advises the Trust
Administrator in writing that it elects to terminate the book-entry system
with respect to
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the Book-Entry Certificates through the Clearing Agency or (c) after the
occurrence of an Event of Default, Holders of Book-Entry Certificates
evidencing not less than 66K% of the aggregate Class Principal Balance of
the Book-Entry Certificates advise the Trust Administrator in writing that the
continuation of a book-entry system with respect to the such Certificates
through the Clearing Agency is no longer in the best interests of the Holders
of such Certificates with respect to the Book-Entry Certificates, the Trust
Administrator shall notify all Holders of such Certificates of the occurrence
of any such event and the availability of Definitive Certificates. Upon
surrender to the Trust Administrator of the such Certificates by the Clearing
Agency, accompanied by registration instructions from the Clearing Agency for
registration, the Trust Administrator shall authenticate and deliver the
Definitive Certificates. Neither the Depositor nor the Trust Administrator
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates all references herein to
obligations imposed upon or to be performed by the Clearing Agency shall be
deemed to be imposed upon and performed by the Trust Administrator, to the
extent applicable with respect to such Definitive Certificates, and the Trust
Administrator shall recognize the Holders of Definitive Certificates as
Certificateholders hereunder.
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ARTICLE VII
THE DEPOSITOR, THE SELLERS, THE MASTER SERVICER, THE SERVICERS
AND THE SPECIAL SERVICER
SECTION 7.01 Liabilities of the Sellers, the Depositor and the
Master Servicer, the Servicers or the Special Servicer.
The Depositor, the Master Servicer, any Seller, any Servicer and the
Special Servicer shall each be liable, including the liability of each
Servicer to the Master Servicer, in accordance herewith only to the extent of
the obligations specifically and respectively imposed upon and undertaken by
them herein.
SECTION 7.02 Merger or Consolidation of the Depositor, the
Sellers, the Master Servicer or the Servicers.
Subject to the immediately succeeding paragraph, the Depositor, the
Master Servicer, any Seller, any Servicer and the Special Servicer will each
do or cause to be done all things necessary to preserve and keep in full force
and effect its existence, rights and franchises (charter and statutory) and
will each obtain and preserve its qualification to do business as a foreign
corporation in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Agreement, or any
of the Mortgage Loans and to perform its respective duties under this
Agreement.
Any Person into which the Depositor, the Master Servicer, any
Seller, any Servicer or the Special Servicer may be merged or consolidated, or
any Person resulting from any merger or consolidation to which the Depositor,
the Master Servicer, any Seller or any Servicer shall be a party, or any
Person succeeding to the business of the Depositor, the Master Servicer, any
Seller or any Servicer, shall be the successor of the Depositor, such Seller
or such Servicer, as the case may be, hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided, however,
that the successor or surviving Person to any of the Master Servicer or such
Servicer (other than WMMSC) shall be qualified to sell mortgage loans to, and
to service mortgage loans on behalf of, FNMA or FHLMC.
Notwithstanding anything else in this Section 7.02 or in Section
7.04 hereof to the contrary, the Master Servicer or a Servicer may assign its
rights and delegate its duties and obligations under this Agreement (except
for the obligation of the Servicer, in its capacity as a Seller, if
applicable, to effectuate repurchases or substitutions of Mortgage Loans
hereunder, including pursuant to Section 2.01, 2.02 or 2.03 hereof, which
shall remain with the related Seller hereunder); provided, however, that the
Master Servicer or such Servicer gives the Depositor, the Trustee and the
Trust Administrator notice of such assignment; and provided further, that such
purchaser or transferee accepting such assignment and delegation shall be an
institution that is a FNMA and FHLMC approved seller/servicer in good
standing, which has a net worth of at least $15,000,000, and which is willing
to service the Mortgage Loans and executes and delivers to the Depositor, the
Trustee and the Trust Administrator an agreement accepting such delegation and
assignment, which contains an assumption by such Person of the
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rights, powers, duties, responsibilities, obligations and liabilities of such
Servicer, with like effect as if originally named as a party to this
Agreement; and provided further, that each of the Rating Agencies acknowledge
that its rating of the Certificates in effect immediately prior to such
assignment will not be qualified or reduced as a result of such assignment and
delegation. In the case of any such assignment and delegation, the Master
Servicer or such Servicer shall be released from its obligations under this
Agreement (except as provided above), except that the Master Servicer or the
Servicer shall remain liable for all liabilities and obligations incurred by
it as Servicer hereunder prior to the satisfaction of the conditions to such
assignment and delegation set forth in the preceding sentence.
SECTION 7.03 Limitation on Liability of the Depositor, the
Sellers, the Master Servicer, the Servicers, the Special
Servicer and Others.
Neither the Depositor, the Master Servicer, any Servicer, any
Seller, the Special Servicer nor any of the directors, officers, employees or
agents of the Depositor, the Master Servicer, any Servicer, any Seller or the
Special Servicer shall be under any liability to the Certificateholders for
any action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Depositor, the Master Servicer, any
Servicer, any Seller or the Special Servicer against any breach of
representations or warranties made by it herein or protect the Depositor, the
Master Servicer, any Servicer, any Seller or the Special Servicer or any such
director, officer, employee or agent from any liability which would otherwise
be imposed by reasons of willful misfeasance, bad faith or gross negligence in
the performance of duties or by reason of reckless disregard of obligations
and duties hereunder. The Depositor, the Master Servicer, any Servicer, any
Seller, the Special Servicer and any director, officer, employee or agent of
the Depositor, the Master Servicer, any Servicer, any Seller or the Special
Servicer may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Depositor, the Master Servicer, any Servicer, any Seller, the
Special Servicer and any director, officer, employee or agent of the
Depositor, the Master Servicer, any Servicer, any Seller or the Special
Servicer shall be indemnified by the Trust Fund and held harmless against any
loss, liability or expense incurred in connection with any legal action
relating to this Agreement or the Certificates, other than any loss, liability
or expense incurred by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder. None of the Depositor, the
Master Servicer, any Servicer, any Seller or the Special Servicer shall be
under any obligation to appear in, prosecute or defend any legal action that
is not incidental to their respective duties hereunder and which in its
opinion may involve it in any expense or liability; provided, however, that
the Depositor, the Master Servicer, any Servicer, any Seller or the Special
Servicer may in its discretion undertake any such action that it may deem
necessary or desirable in respect of this Agreement and the rights and duties
of the parties hereto and interests of the Trustee, the Trust Administrator
and the Certificateholders hereunder. Anything in this Agreement to the
contrary notwithstanding, in no event shall the Master Servicer or any
Servicer be liable for special, indirect or consequential loss or damage of
any kind whatsoever (including but not limited to lost profits), even if the
Master Servicer or the Servicer has been advised of the likelihood of such
loss or damage and regardless of the form of action.
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SECTION 7.04 Servicer Not to Resign; Transfer of Servicing.
(a) A Servicer shall not resign from the obligations and duties
hereby imposed on it except (i) upon appointment of a successor servicer and
receipt by the Trustee and the Trust Administrator of a letter from each
Rating Agency that such a resignation and appointment will not result in a
downgrading of the rating of any of the Certificates related to the applicable
Mortgage Loans, or (ii) upon determination that its duties hereunder are no
longer permissible under applicable law. Any such determination under clause
(ii) permitting the resignation of the Master Servicer or a Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee and
the Trust Administrator. No such resignation shall become effective until the
successor servicer shall have assumed such Servicer's responsibilities,
duties, liabilities and obligations hereunder in accordance with Section 8.02
hereof.
(b) Notwithstanding the foregoing, DLJ Mortgage Capital, Inc. or its
transferee shall be entitled to request that the Master Servicer or a
Servicer, other than WMMSC, or the Master Servicer to the extent that WMMSC
subservices Mortgage Loans for the Master Servicer, resign and appoint a
successor servicer; provided that such entity delivers to the Trustee and the
Trust Administrator the letter required in Section 7.04(a)(i) above.
SECTION 7.05 Sellers and Servicers May Own Certificates.
Each of the Master Servicer, the Sellers and Servicers in its
individual or any other capacity may become the owner or pledgee of
Certificates with the same rights as it would have if it were not the Master
Servicer, a Seller or a Servicer.
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ARTICLE VIII
DEFAULT
SECTION 8.01 Events of Default.
"Event of Default", wherever used herein, and as to each Servicer,
means any one of the following events (whatever reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):
(a) any failure by the Master Servicer or the Servicer to remit to
the Certificateholders or to the Trust Administrator any payment other than an
Advance required to be made by the Master Servicer or 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 Master Servicer or the Servicer by the Trust
Administrator or the Depositor or to the Master Servicer or the Servicer and
the Trust Administrator by the Holders of Certificates having not less than
25% of the Voting Rights evidenced by the Certificates; or
(b) any failure by the Master Servicer or the Servicer to observe or
perform in any material respect any other of the covenants or agreements on
the part of the Master Servicer or 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 Master Servicer or the Servicer by
the Trust Administrator or the Depositor, or to the Master Servicer or the
Servicer and the Trust Administrator by the Holders of Certificates evidencing
not less than 25% of the Voting Rights evidenced by the Certificates; or
(c) if a representation or warranty set forth in Section 2.03 hereof
made solely in its capacity as the Master Servicer or a Servicer shall prove
to be materially incorrect as of the time made in any respect that materially
and adversely affects interests of the Certificateholders, and the
circumstances or condition in respect of which such representation or warranty
was incorrect shall not have been eliminated or cured within 90 days after the
date on which written notice thereof shall have been given to the Master
Servicer or the Servicer and Sellers by the Trust Administrator for the
benefit of the Certificateholders or by the Depositor; or
(d) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises for the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt, marshalling of
assets and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Master
Servicer or the Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; or
(e) the Master Servicer or the Servicer shall consent to the
appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of
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assets and liabilities or similar proceedings of or relating to the Master
Servicer or the Servicer or all or substantially all of the property of the
Master Servicer or the Servicer; or
(f) the Master Servicer or 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 Master Servicer or the Servicer to make any
Advance in the manner and at the time required to be made from its own funds
pursuant to this Agreement and after receipt of notice from the Trust
Administrator pursuant to Section 5.01, which failure continues unremedied
after 5 p.m., New York City time, on the Business Day immediately following
the Master Servicer or the Servicer's receipt of such notice.
If an Event of Default due to the actions or inaction of the Master
Servicer or a Servicer described in clauses (a) through (f) of this Section
shall occur, then, and in each and every such case, so long as such Event of
Default shall not have been remedied, the Trust Administrator shall at the
direction of the Holders of Certificates evidencing not less than 25% of the
Voting Rights evidenced by the Certificates, by notice in writing to the
terminated Master Servicer or terminated Servicer (with a copy to the Rating
Agencies in all cases, and to the Master Servicer if an Event of Default is
due to the actions or inactions of a Servicer other than the Master Servicer),
terminate all of the rights and obligations of the Master Servicer or such
Servicer under this Agreement (other than rights to reimbursement for Advances
and Servicing Advances previously made, as provided in Section 3.08).
If an Event of Default described in clause (g) shall occur, the
Trust Administrator shall, prior to the next Distribution Date, terminate the
rights and obligations of the applicable Servicer hereunder and succeed to the
rights and obligations of the Master Servicer or such Servicer hereunder
pursuant to Section 8.02, including the obligation to make Advances on such
succeeding Distribution Date pursuant to the terms hereof. No Event of Default
with respect to the Master Servicer or a Servicer shall affect the rights or
duties of any other Servicer or constitute an Event of Default as to any other
Servicer. An Event of Default with respect to a Servicer shall be deemed to be
an Event of Default with respect to the Master Servicer.
SECTION 8.02 Trust Administrator to Act; Appointment of Successor.
On and after the time the Master Servicer or a Servicer (but only if
the Master Servicer for any reason no longer is the Master 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 3.06 hereof, the
Trust Administrator (in the case of the Master Servicer), or the Master
Servicer (in the case of a Servicer), as applicable shall be the successor in
all respects to the Master Servicer or such Servicer, as applicable in its
capacity as servicer under this Agreement and with respect to the transactions
set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer or such Servicer, as applicable, by the terms and provisions hereof,
provided that the Trust Administrator, or Master Servicer, as applicable,
shall not be deemed to have made any representation or warranty as to any
Mortgage Loan made by the Master Servicer or any
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Servicer, as applicable, and shall not effect any repurchases or substitutions
of any Mortgage Loan. As compensation therefor, the Trust Administrator, or
the Master Servicer, as applicable, shall be entitled to all funds relating to
the Mortgage Loans that the Master Servicer or the related Servicer, as
applicable, would have been entitled to charge to the related Collection
Account if the Master Servicer or such Servicer, as applicable, had continued
to act hereunder (except that the terminated or resigning Servicer shall
retain the right to be reimbursed for advances (including, without limitation,
Advances and Servicing Advances) theretofore made by the Master Servicer or
the Servicer, as applicable, 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 as Servicer). Notwithstanding the foregoing, if the Trust
Administrator, or the Master Servicer, as applicable, has become the successor
to the Master Servicer or a Servicer, as applicable, in accordance with this
Section 8.02, the Trust Administrator or the Master Servicer, as applicable,
may, if it shall be unwilling to so act, or shall, if it is unable to so act,
appoint, or petition a court of competent jurisdiction to appoint, any
established mortgage loan servicing institution, the appointment of which does
not adversely affect the then current rating of the Certificates, as the
successor to the Master Servicer or a Servicer, as applicable, hereunder in
the assumption of all or any part of the responsibilities, duties or
liabilities of such Servicer, as applicable, provided that such successor to
the Master Servicer or the Servicer, as applicable, shall not be deemed to
have made any representation or warranty as to any Mortgage Loan made by the
Master Servicer or the related Servicer, as applicable. Pending appointment of
a successor to the Master Servicer or a Servicer, as applicable, hereunder,
the Trust Administrator, or the Master Servicer, 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 Trust
Administrator, or the Master Servicer, as applicable, may make such
arrangements for the compensation of such successor out of payments on
Mortgage Loans as it and such successor shall agree; provided, however, that
no such compensation shall be in excess of that permitted the Master Servicer
or the related Servicer, as applicable, hereunder. The Trust Administrator, or
the Master Servicer, as applicable, and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession. Neither the Trust Administrator, the Master Servicer nor any other
successor servicer shall be deemed to be in default hereunder by reason of any
failure to make, or any delay in making, any distribution hereunder or any
portion thereof caused by the failure of the applicable Servicer to deliver,
or any delay in delivering, cash, documents or records to it.
A Servicer that has been terminated shall, at the request of the
Trust Administrator, or the Master Servicer, as applicable, but at the expense
of such Servicer, deliver to the assuming party all documents and records
relating to each Sub-Servicing Agreement and the related 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 each Sub-Servicing Agreement, 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 Master Servicer or a
Servicer under this Agreement shall not extend to any Sub-Servicer meeting the
requirements of Section 3.02(a) and otherwise servicing the related Mortgage
Loans in accordance with the servicing provisions of this Agreement.
The Master Servicer and each Servicer shall cooperate with the Trust
Administrator, or the Master Servicer, as applicable, and any successor
servicer in effecting the
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termination of the terminated 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 Master Servicer or such Servicer to the applicable Collection Account
or thereafter received with respect to the Mortgage Loans.
Neither the Trust Administrator, the Master Servicer nor any other
successor servicer shall be deemed to be in default hereunder by reason of any
failure to make, or any delay in making, any distribution hereunder or any
portion thereof caused by (a) the failure of the Master Servicer or any
Servicer to (i) deliver, or any delay in delivering, cash, documents or
records to it, (ii) cooperate as required by this Agreement, or (iii) deliver
the Mortgage Loan to the Trust Administrator, or the Master Servicer, as
applicable, as required by this Agreement, or (b) restrictions imposed by any
regulatory authority having jurisdiction over the Master Servicer or the
related Servicer.
Any successor to the Master Servicer or a Servicer as servicer shall
during the term of its service as servicer maintain in force the policy or
policies that the Master Servicer or such Servicer is required to maintain
pursuant to Section 3.09(b) hereof.
SECTION 8.03 Notification to Certificateholders.
(a) Upon any termination or appointment of a successor to the Master
Servicer or any Servicer, the Trust Administrator shall give prompt written
notice thereof to the Sellers, and the Certificateholders at their respective
addresses appearing in the Certificate Register and to the Rating Agencies or,
as applicable, the Master Servicer shall give prompt written notice thereof to
the Trust Administrator.
(b) Within two Business Days after the occurrence of any Event of
Default, the Trust Administrator shall transmit by mail to the Sellers and all
Certificateholders, and the Rating Agencies notice of each such Event of
Default hereunder known to the Trust Administrator, unless such Event of
Default shall have been cured or waived.
SECTION 8.04 Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights of
Certificates affected by a default or Event of Default hereunder may waive any
default or Event of Default; provided, however, that (a) a default or Event of
Default under clause (g) of Section 8.01 may be waived, only by all of the
Holders of Certificates affected by such default or Event of Default and (b)
no waiver pursuant to this Section 8.04 shall affect the Holders of
Certificates in the manner set forth in Section 11.01(b)(i), (ii) or (iii).
Upon any such waiver of a default or Event of Default by the Holders
representing the requisite percentage of Voting Rights of Certificates
affected by such default or Event of Default, such default or Event of Default
shall cease to exist and shall be deemed to have been cured and remedied for
every purpose hereunder. No such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon
except to the extent expressly so waived.
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ARTICLE IX
CONCERNING THE TRUSTEE
SECTION 9.01 Duties of Trustee.
The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver of all Events of Default that may have occurred,
undertakes with respect to the Trust Fund to perform such duties and only such
duties as are specifically set forth in this Agreement. In case an Event of
Default of which a Responsible Officer of the Trustee shall have actual
knowledge has occurred and remains uncured, the Trustee shall exercise such of
the rights and powers vested in it by this Agreement, and use the same degree
of care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of such person's own affairs. Any
permissive right of the Trustee set forth in this Agreement shall not be
construed as a duty.
The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments
furnished to the Trustee that are specifically required to be furnished
pursuant to any provision of this Agreement shall examine them to determine
whether they conform to the requirements of this Agreement. The Trustee shall
have no duty to recompute, recalculate or verify the accuracy of any
resolution, certificate, statement, opinion, report, document, order or other
instrument so furnished to the Trustee. If any such instrument is found not to
conform in any material respect to the requirements of this Agreement, the
Truste 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:
prior to the occurrence of an Event of Default of which a
Responsible Officer of the Trustee shall have actual
knowledge, and after the curing or of all such Events of
Default that may have occurred, the duties and obligations
of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be
personally liable except for the performance of such
duties and obligations as are specifically set forth in
this Agreement, no implied covenants or obligations shall
be read into this Agreement against the Trustee and the
Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to
the Trustee and conforming to the requirements of this
Agreement which it reasonably believed in good faith to be
genuine and to have been duly executed by the proper
authorities respecting any matters arising hereunder;
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the Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or
Responsible Officers of the Trustee, unless the Trustee
was negligent in ascertaining or investigating the
pertinent facts;
the Trustee shall not be personally liable with respect to
any action taken, suffered or omitted to be taken by it in
good faith in accordance with this Agreement Act 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; and
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.
the Trustee shall have no responsibility for any act or
omission of the Trust Administrator, it being understood
and agreed that the Trustee and Trust Administrator are
independent contractors and not agents, partners or joint
venturers.
Except with respect to an Event of Default described in clause (a)
of Section 8.01, 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 Master Servicer or a Servicer,
the Depositor, or a Certificateholder, or a Responsible Officer of the Trustee
has actual notice thereof, and in the absence of such notice no provision
hereof requiring the taking of any action or the assumption of any duties or
responsibility by the Trustee following the occurrence of any Event of Default
or event which, with notice or lapse of time or both, would become an Event of
Default, shall be effective as to the Trustee.
The Trustee shall have no duty hereunder with respect to any
complaint, claim, demand, notice or other document it may receive or which may
be alleged to have been delivered to or served upon it by the parties as a
consequence of the assignment of any Mortgage Loan hereunder; provided,
however, that the Trustee shall use its best efforts to remit to the Master
Servicer or the 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.
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SECTION 9.02 Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 9.01:
(i) the Trustee may request and rely upon and shall be
protected in acting or refraining from acting upon any resolution,
Officer's Certificate, certificate of auditors, Servicing Officers or
any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or other paper or
document believed by it to be genuine and to have been signed or
presented by the proper party or parties;
(ii) the Trustee may consult with counsel, financial
advisors or accountants and any advice of such Persons or any Opinion
of Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such advice or Opinion of Counsel;
(iii) the Trustee shall be under no obligation to exercise
any of the trusts or powers vested in it by this Agreement or to
institute, conduct or defend any litigation hereunder or in relation
hereto at the request, order or direction of any of the
Certificateholders pursuant to the provisions of this Agreement,
unless such Certificateholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby; nothing
contained herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of Default of which a
Responsible Officer of the Trustee shall have actual knowledge (which
has not been cured or waived), to exercise such of the rights and
powers vested in it by this Agreement, and to use the same degree of
care and skill in their exercise as a prudent person would exercise
or use under the circumstances in the conduct of such person's own
affairs;
(iv) the Trustee shall not be personally liable for any
action taken, suffered or omitted by it in good faith and believed by
it to be authorized or within the discretion or rights or powers
conferred upon it by this Agreement;
(v) prior to the occurrence of an Event of Default hereunder
and after the curing or waiver of all Events of Default that may have
occurred, the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document, unless requested in
writing so to do by Holders of Certificates evidencing greater than
50% of the Voting Rights allocated to each Class of Certificates;
provided, however, that if the payment within a reasonable time to
the Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the opinion
of the Trustee, not reasonably assured to the Trustee by the security
afforded to it by the terms of this Agreement, the Trustee may
require reasonable indemnity against such expense or liability as a
condition to taking any such action; the reasonable expense of every
such investigation shall be paid (A) by the Master Servicer or by the
applicable Servicer in the event that such investigation relates to
an Event of Default by the Master Servicer or by such Servicer,
respectively, if
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an Event of Default by the Master Servicer or such Servicer shall
have occurred and is continuing, and (B) otherwise by the
Certificateholders requesting the investigation;
(vi) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and the Trustee shall not be responsible
for any misconduct or negligence on the part of any such agent or
attorney appointed with due care;
(vii) the Trustee shall not be required to expend its own
funds or otherwise incur any financial liability in the performance
of any of its duties hereunder if it shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity
against such liability is not assured to it; and
(viii) the Trustee shall not be liable for any loss on any
investment of funds pursuant to this Agreement;
(ix) the right of the Trustee to perform any discretionary
act enumerated in this Agreement shall not be construed as a duty,
and the Trustee shall not be answerable for other than its negligence
or willful misconduct in the performance of such act; and
(b) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by it without the
possession of any of the Certificates, or the production thereof at the trial
or other proceeding relating thereto, and any such suit, action or proceeding
instituted by the Trustee shall be brought in its name for the benefit of all
the Holders of such Certificates, subject to the provisions of this Agreement.
SECTION 9.03 Trustee Not Liable for Certificates or Mortgage
Loans.
The recitals contained herein shall be taken as the statements of
the Depositor or the Master Servicer or a Servicer, as the case may be, and
the Trustee assumes no responsibility for their correctness. The Trustee makes
no representations as to the validity or sufficiency of this Agreement, the
Certificates or of any Mortgage Loan or related document. The Trustee shall
not be accountable for the use or application by the Depositor, the Sellers,
the Master Servicer or the Servicers of any funds paid to the Depositor or the
Master Servicer or any Servicer in respect of the Mortgage Loans or deposited
in or withdrawn from the Certificate Account by the Depositor, the Sellers or
the Master Servicer or the Servicers. The Trustee shall not be responsible for
the legality or validity of this Agreement or the validity, priority,
perfection or sufficiency of the security for the Certificates issued or
intended to be issued hereunder. The Trustee shall have no responsibility for
filing any financing or continuation statement in any public office at any
time or to otherwise perfect or maintain the perfection of any security
interest or lien granted to it hereunder or to record this Agreement.
SECTION 9.04 Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates and may transact business with the other
parties hereto and with their Affiliates, with the same rights as it would
have if it were not the Trustee.
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SECTION 9.05 Trustee's Fees and Expenses.
The Trustee shall be compensated by the Trust Administrator as
separately agreed. The Trustee and any director, officer, employee or agent of
the Trustee shall be indemnified by the Depositor and held harmless against
any loss, liability or expense (including reasonable attorney's fees and
expenses) (i) incurred in connection with any claim or legal action relating
to (a) this Agreement, (b) the Certificates, or (c) the performance of any of
the Trustee's duties hereunder, other than any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence in the
performance of any of the Trustee's duties hereunder or incurred by reason of
any action of the Trustee taken at the direction of the Certificateholders and
(ii) resulting from any error in any tax or information return prepared by the
Master Servicer or a Servicer. Such indemnity shall survive the termination of
this Agreement or the resignation or removal of the Trustee hereunder. Without
limiting the foregoing, the Depositor covenants and agrees, except as
otherwise agreed upon in writing by the Depositor and the Trustee, and except
for any such expense, disbursement or advance as may arise from the Trustee's
negligence, bad faith or willful misconduct, to pay or reimburse the Trustee,
for all reasonable expenses, disbursements and advances incurred or made by
the Trustee in accordance with any of the provisions of this Agreement with
respect to: (A) the reasonable compensation and the expenses and disbursements
of its counsel not associated with the closing of the issuance of the
Certificates, (B) the reasonable compensation, expenses and disbursements of
any accountant, engineer or appraiser that is not regularly employed by the
Trustee, to the extent that the Trustee must engage such persons to perform
acts or services hereunder and (C) printing and engraving expenses in
connection with preparing any Definitive Certificates. Except as otherwise
provided herein, the Trustee shall not be entitled to payment or reimbursement
for any routine ongoing expenses incurred by the Trustee in the ordinary
course of its duties as Trustee, Registrar, Tax Matters Person or Paying Agent
hereunder or for any other expenses. Anything in this Agreement to the
contrary notwithstanding, in no event shall the Trustee be liable for special,
indirect or consequential loss or damage of any kind whatsoever (including but
not limited to lost profits), even if the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of action.
SECTION 9.06 Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or
association organized and doing business under the laws of any state or the
United States of America, authorized under such laws to exercise corporate
trust powers, having ratings on its long-term debt obligations at the time of
such appointment in at least the third highest rating category by both ▇▇▇▇▇'▇
and S&P or such lower ratings as will not cause ▇▇▇▇▇'▇ or S&P to lower their
then-current ratings of the Class A 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.
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SECTION 9.07 Resignation and Removal of Trustee.
The Trustee may at any time resign and be discharged from the trusts
hereby created by (a) giving written notice of resignation to the Depositor,
the Sellers, the Trust Administrator and the Master Servicer and the Servicers
and by mailing notice of resignation by first class mail, postage prepaid, to
the Certificateholders at their addresses appearing on the Certificate
Register, and to the Rating Agencies, not less than 60 days before the date
specified in such notice when, subject to Section 9.08, such resignation is to
take effect, and (b) acceptance by a successor trustee in accordance with
Section 9.08 meeting the qualifications set forth in Section 9.06.
If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 9.06 hereof and shall fail to resign after
written request thereto by the Depositor, or if at any time the Trustee shall
become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation or if
the Trustee breaches any of its obligations or representations hereunder, then
the Depositor may remove the Trustee and appoint a successor trustee by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the Trustee and one copy to the successor trustee. The Trustee
may also be removed at any time by the Holders of Certificates evidencing not
less than 50% of the Voting Rights evidenced by the Certificates. Notice of
any removal of the Trustee and acceptance of appointment by the successor
trustee shall be given to the Rating Agencies by the Depositor.
If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation or receipt of a notice of removal, the resigning Trustee may, at
the Trust Fund's expense, petition any court of competent jurisdiction for the
appointment of a successor trustee.
Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 9.07 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 9.08 hereof.
SECTION 9.08 Successor Trustee.
Any successor trustee appointed as provided in Section 9.07 hereof
shall execute, acknowledge and deliver to the Depositor and to its predecessor
trustee an instrument accepting such appointment hereunder and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally named as trustee
herein. The Depositor, upon receipt of all amounts due it hereunder, and the
predecessor trustee shall execute and deliver such instruments and do such
other things as may reasonably be required for more fully and certainly
vesting and confirming in the successor trustee all such rights, powers,
duties, and obligations.
No successor trustee shall accept appointment as provided in this
Section 9.08 unless at the time of such acceptance such successor trustee
shall be eligible under the provisions
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of Section 9.06 hereof and its acceptance shall not adversely affect the then
current rating of the Certificates.
Upon acceptance of appointment by a successor trustee as provided in
this Section 9.08, the Depositor shall mail notice of the succession of such
trustee hereunder to all Holders of Certificates at their addresses as shown
in the Certificate Register. If the Depositor fails to mail such notice within
ten days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of the
Depositor.
SECTION 9.09 Merger or Consolidation of Trustee.
Any Person into which the Trustee may be merged or converted or with
which it may be consolidated or any Person resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
Person succeeding to the business of the Trustee, shall be the successor of
the Trustee hereunder, provided that such Person shall be eligible under the
provisions of Section 9.06 hereof without the execution or filing of any paper
or further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding.
SECTION 9.10 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust Fund or property securing any Mortgage Note may at the
time be located, the Master Servicer or the Servicers and the Trustee acting
jointly shall have the power and shall execute and deliver all instruments to
appoint one or more Persons approved by the Trustee to act as co-trustee or
co-trustees jointly with the Trustee, or separate trustee or separate
trustees, of all or any part of the Trust Fund, and to vest in such Person or
Persons, in such capacity and for the benefit of the applicable
Certificateholders, such title to the Trust Fund, or any part thereof, and,
subject to the other provisions of this Section 9.10, such powers, duties,
obligations, rights and trusts as the Master Servicer or the Servicers and the
Trustee may consider necessary or desirable. If the Master Servicer or the
Servicers shall not have joined in such appointment within fifteen days after
the receipt by it of a request to do so, or in the case an Event of Default
shall have occurred and be continuing, the Trustee alone shall have the power
to make such appointment. No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
9.06 and no notice to Certificateholders of the appointment of any co-trustee
or separate trustee shall be required under Section 9.08.
Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and
conditions:
(a) all rights, powers, duties and obligations conferred or imposed
upon the Trustee, except for any obligation of the Trustee under this
Agreement to advance funds on behalf of the Master Servicer or the Servicer,
shall be conferred or imposed upon and exercised or performed by the Trustee
and such separate trustee or co-trustee jointly (it being understood that such
separate trustee or co-trustee is not authorized to act separately without the
Trustee joining in such act), except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed by the
Trustee (whether as Trustee hereunder or as
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successor to the Master Servicer or the Servicer), the Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to the
Trust Fund or any portion thereof in any such jurisdiction) shall be exercised
and performed singly by such separate trustee or co-trustee, but solely at the
direction of the Trustee;
(b) no trustee hereunder shall be held personally liable by reason
of any act or omission of any other trustee hereunder; and
(c) the Master Servicer or the Servicers and the Trustee acting
jointly may at any time accept the resignation of or remove any separate
trustee or co-trustee.
Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement
and the conditions of this Article IX. Each separate trustee and co-trustee,
upon its acceptance of the trusts conferred, shall be vested with the estates
or property specified in its instrument of appointment, either jointly with
the Trustee or separately, as may be provided therein, subject to all the
provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Trustee. Every such instrument shall be filed with the
Trustee and a copy thereof given to the Master Servicer or the Servicers and
the Depositor.
Any separate trustee or co-trustee may, at any time, constitute the
Trustee its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. The Trust Administrator shall not be
responsible for all action or inaction of any separate trustee or co-trustee.
If any separate trustee or co-trustee shall die, become incapable of acting,
resign or be removed, all of its estates, properties, rights, remedies and
trusts shall vest in and be exercised by the Trustee, to the extent permitted
by law, without the appointment of a new or successor trustee.
SECTION 9.11 Office of the Trustee.
The office of the Trustee for purposes of receipt of notices and
demands is the Corporate Trust Office.
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ARTICLE X
CONCERNING THE TRUST ADMINISTRATOR
SECTION 10.01 Duties of Trust Administrator.
The Trust Administrator, prior to the occurrence of an Event of
Default of which a Responsible Officer of the Trust Administrator shall have
actual knowledge and after the curing or waiver of all Events of Default that
may have occurred, undertakes with respect to the Trust Fund to perform such
duties and only such duties as are specifically set forth in this Agreement.
In case an Event of Default of which a Responsible Officer of the Trust
Administrator shall have actual knowledge has occurred and remains uncured,
the Trust Administrator shall exercise such of the rights and powers vested in
it by this Agreement, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of such person's own affairs. Any permissive right of the Trust
Administrator set forth in this Agreement shall not be construed as a duty.
The Trust Administrator, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Trust Administrator that are specifically
required to be furnished pursuant to any provision of this Agreement shall
examine them to determine whether they conform to the requirements of this
Agreement. The Trust Administrator shall have no duty to recompute,
recalculate or verify the accuracy of any resolution, certificate, statement,
opinion, report, document, order or other instrument so furnished to the Trust
Administrator. If any such instrument is found not to conform in any material
respect to the requirements of this Agreement, the Trust Administrator shall
notify the Certificateholders of such instrument in the event that the Trust
Administrator, after so requesting, does not receive a satisfactorily
corrected instrument.
No provision of this Agreement shall be construed to relieve the
Trust Administrator from liability for its own negligent action, its own
negligent failure to act or its own misconduct, its negligent failure to
perform its obligations in compliance with this Agreement, or any liability
which would be imposed by reason of its willful misfeasance or bad faith;
provided, however, that:
prior to the occurrence of an Event of Default of which a
Responsible Officer of the Trust Administrator shall have
actual knowledge, and after the curing or of all such
Events of Default that may have occurred, the duties and
obligations of the Trust Administrator shall be determined
solely by the express provisions of this Agreement, the
Trust Administrator shall not be personally liable except
for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied
covenants or obligations shall be read into this Agreement
against the Trust Administrator and the Trust
Administrator may conclusively rely, as to the truth of
the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions
furnished to the Trust Administrator and conforming to the
requirements of this
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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;
the Trust Administrator shall not be personally liable for
an error of judgment made in good faith by a Responsible
Officer or Responsible Officers of the Trust
Administrator, unless the Trust Administrator was
negligent in ascertaining or investigating the pertinent
facts;
the Trust Administrator shall not be personally liable
with respect to any action taken, suffered or omitted to
be taken by it in good faith in accordance with this
Agreement or at the direction of the Holders of
Certificates evidencing greater than 50% of the Voting
Rights allocated to each Class of Certificates relating to
the time, method and place of conducting any proceeding
for any remedy available to the Trust Administrator, or
exercising any trust or power conferred upon the Trust
Administrator, under this Agreement; and
no provision of this Agreement shall require the Trust
Administrator to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of
its duties hereunder or in the exercise of any of its
rights or powers if it shall have reasonable grounds for
believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably
assured to it.
The Trust Administrator shall have no duty (A) to see to
any recording, filing or depositing of this Agreement or
any agreement referred to herein or any financing
statement or continuation statement evidencing a security
interest, or to see to the maintenance of any such
recording, filing or depositing or to any rerecording,
refiling or redepositing of any thereof, (B) to see to any
insurance, or (C) to see to the payment or discharge of
any tax, assessment or other governmental charge or any
lien or encumbrance of any kind owing with respect to,
assessed or levied against, any part of the Trust Fund
other than from funds available in the Certificate
Account.
Except with respect to an Event of Default described in clause (a)
of Section 8.01, the Trust Administrator shall not be deemed to have knowledge
of any Event of Default or event which, with notice or lapse of time, or both,
would become an Event of Default, unless a Responsible Officer of the Trust
Administrator shall have received written notice thereof from the Master
Servicer or a Servicer, the Depositor, or a Certificateholder, or a
Responsible Officer of the Trust Administrator has actual notice thereof, and
in the absence of such notice no provision hereof requiring the taking of any
action or the assumption of any duties or
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responsibility by the Trust Administrator following the occurrence of any
Event of Default or event which, with notice or lapse of time or both, would
become an Event of Default, shall be effective as to the Trust Administrator.
The Trust Administrator shall have no duty hereunder with respect to
any complaint, claim, demand, notice or other document it may receive or which
may be alleged to have been delivered to or served upon it by the parties as a
consequence of the assignment of any Mortgage Loan hereunder; provided,
however, that the Trust Administrator shall use its best efforts to remit to
the Master Servicer or the Servicer upon receipt of any such complaint, claim,
demand, notice or other document (i) which is delivered to the Corporate Trust
Office of the Trust Administrator, (ii) of which a Responsible Officer has
actual knowledge, and (iii) which contains information sufficient to permit
the Trust Administrator to make a determination that the real property to
which such document relates is a Mortgaged Property.
SECTION 10.02 Certain Matters Affecting the Trust Administrator.
(a) Except as otherwise provided in Section 10.01:
(i) the Trust Administrator may request and rely upon and
shall be protected in acting or refraining from acting upon any
resolution, Officer's Certificate, certificate of auditors, Servicing
Officers or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, appraisal, bond or other
paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties;
(ii) the Trust Administrator may consult with counsel,
financial advisors or accountants and any advice of such Persons or
opinion of counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted by
it hereunder in good faith and in accordance with such advice or
opinion of counsel;
(iii) the Trust Administrator shall be under no obligation
to exercise any of the trusts or powers vested in it by this
Agreement or to institute, conduct or defend any litigation hereunder
or in relation hereto at the request, order or direction of any of
the Certificateholders pursuant to the provisions of this Agreement,
unless such Certificateholders shall have offered to the Trust
Administrator reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby;
nothing contained herein shall, however, relieve the Trust
Administrator of the obligation, upon the occurrence of an Event of
Default of which a Responsible Officer of the Trust Administrator
shall have actual knowledge (which has not been cured or waived), to
exercise such of the rights and powers vested in it by this
Agreement, and to use the same degree of care and skill in their
exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs;
(iv) the Trust Administrator shall not be personally liable
for any action taken, suffered or omitted by it in good faith and
believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Agreement;
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(v) prior to the occurrence of an Event of Default hereunder
and after the curing or waiver of all Events of Default that may have
occurred, the Trust Administrator shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond or other paper or document, unless
requested in writing so to do by Holders of Certificates evidencing
greater than 50% of the Voting Rights allocated to each Class of
Certificates; provided, however, that if the payment within a
reasonable time to the Trust Administrator of the costs, expenses or
liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trust Administrator, not
reasonably assured to the Trust Administrator by the security
afforded to it by the terms of this Agreement, the Trust
Administrator may require reasonable indemnity against such expense
or liability as a condition to taking any such action; the reasonable
expense of every such investigation shall be paid (A) by the Master
Servicer or by the applicable Servicer in the event that such
investigation relates to an Event of Default by the Master Servicer
or by such Servicer, respectively, if an Event of Default by the
Master Servicer or such Servicer shall have occurred and is
continuing, and (B) otherwise by the Certificateholders requesting
the investigation;
(vi) the Trust Administrator may execute any of the trusts
or powers hereunder or perform any duties hereunder either directly
or by or through agents or attorneys and the Trust Administrator
shall not be responsible for any misconduct or negligence on the part
of any such agent or attorney appointed with due care;
(vii) the Trust Administrator shall not be required to
expend its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder if it shall have
reasonable grounds for believing that repayment of such funds or
adequate indemnity against such liability is not assured to it;
(viii) the Trust Administrator shall not be liable for any
loss on any investment of funds pursuant to this Agreement except as
provided in Section 3.05(e);
(ix) the right of the Trust Administrator to perform any
discretionary act enumerated in this Agreement shall not be construed
as a duty, and the Trust Administrator shall not be answerable for
other than its negligence or willful misconduct in the performance of
such act; and
(x) the Trust Administrator shall not be required to give
any bond or surety in respect of the execution of the Trust Fund
created hereby or the powers granted hereunder.
(b) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trust Administrator, may be enforced by it
without the possession of any of the Certificates, or the production thereof
at the trial or other proceeding relating thereto, and any such suit, action
or proceeding instituted by the Trust Administrator shall be brought in its
name for the benefit of all the Holders of such Certificates, subject to the
provisions of this Agreement.
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SECTION 10.03 Trust Administrator Not Liable for Certificates or
Mortgage Loans.
The recitals contained herein shall be taken as the statements of
the Depositor or the Master Servicer or a Servicer, as the case may be, and
the Trust Administrator assumes no responsibility for their correctness. The
Trust Administrator makes no representations as to the validity or sufficiency
of this Agreement, the Certificates or of any Mortgage Loan or related
document. The Trust Administrator shall not be accountable for the use or
application by the Depositor, the Sellers, the Master Servicer or the
Servicers of any funds paid to the Depositor or the Master Servicer or any
Servicer in respect of the Mortgage Loans or deposited in or withdrawn from
the Certificate Account by the Depositor, the Sellers or the Master Servicer
or the Servicers. The Trust Administrator shall not be responsible for the
legality or validity of this Agreement or the validity, priority, perfection
or sufficiency of the security for the Certificates issued or intended to be
issued hereunder. The Trust Administrator shall have no responsibility for
filing any financing or continuation statement in any public office at any
time or to otherwise perfect or maintain the perfection for any security
interest or lien granted to it hereunder or to record this Agreement.
SECTION 10.04 Trust Administrator May Own Certificates.
The Trust Administrator in its individual or any other capacity may
become the owner or pledgee of Certificates with the same rights as it would
have if it were not the Trust Administrator.
SECTION 10.05 Trust Administrator's Fees and Expenses.
The Trust Administrator and any director, officer, employee or agent
of the Trust Administrator shall be indemnified by DLJMC and held harmless (up
to a maximum of $150,000) against any loss, liability or expense (including
reasonable attorney's fees and expenses) (i) incurred in connection with any
claim or legal action relating to (a) this Agreement, (b) the Certificates,
(c) the Custodial Agreement, or (d) the performance of any of the Trust
Administrator's duties hereunder or under the Custodial Agreement, other than
any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence in the performance of any of the Trust Administrator's
duties hereunder or incurred by reason of any action of the Trust
Administrator taken at the direction of the Certificateholders and (ii)
resulting from any error in any tax or information return prepared by the
Master Servicer or a Servicer. Such indemnity shall survive the termination of
this Agreement or the resignation or removal of the Trust Administrator
hereunder. Without limiting the foregoing, DLJMC covenants and agrees, except
as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and
except for any such expense, disbursement or advance as may arise from the
Trust Administrator's negligence, bad faith or willful misconduct, to pay or
reimburse the Trust Administrator (up to a maximum of $150,000), for all
reasonable expenses, disbursements and advances incurred or made by the Trust
Administrator in accordance with any of the provisions of this Agreement with
respect to: (A) the reasonable compensation and the expenses and disbursements
of its counsel not associated with the closing of the issuance of the
Certificates, (B) the reasonable compensation, expenses and disbursements of
any accountant, engineer or appraiser that is not regularly employed by the
Trust Administrator, to the extent that the Trust Administrator must
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engage such persons to perform acts or services hereunder and (C) printing and
engraving expenses in connection with preparing any Definitive Certificates.
In addition, DLJMC covenants and agrees to pay or reimburse the Trust
Administrator for any payments required to be paid by the Trust Administrator
pursuant to Sections 7 and 24 of the Custodial Agreement dated as of October
1, 2001 by and between Bank One, National Association, as Trustee, The Chase
Manhattan Bank, as Trust Administrator, and State Street Bank & Trust Company,
as Custodian. Except as otherwise provided herein, the Trust Administrator
shall not be entitled to payment or reimbursement for any routine ongoing
expenses incurred by the Trust Administrator in the ordinary course of its
duties as Trust Administrator, Registrar, Tax Matters Person or Paying Agent
hereunder or for any other expenses. Anything in this Agreement to the
contrary notwithstanding, in no event shall the Trust Administrator be liable
for special, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Trust Administrator
has been advised of the likelihood of such loss or damage and regardless of
the form of action.
SECTION 10.06 Eligibility Requirements for Trust Administrator.
The Trust Administrator hereunder shall at all times be a
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 or such lower ratings as will not cause ▇▇▇▇▇'▇ or S&P to
lower their then-current ratings of the Class A 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 10.06 the combined capital
and surplus of such corporation or association shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Trust Administrator shall
cease to be eligible in accordance with the provisions of this Section 10.06,
the Trust Administrator shall resign immediately in the manner and with the
effect specified in Section 10.07 hereof.
SECTION 10.07 Resignation and Removal of Trust Administrator.
The Trust Administrator may at any time resign and be discharged
from the trusts hereby created by (a) giving written notice of resignation to
the Depositor, the Sellers, the Trustee and the Master Servicer or the
Servicers and by mailing notice of resignation by first class mail, postage
prepaid, to the Certificateholders at their addresses appearing on the
Certificate Register, and to the Rating Agencies, not less than 60 days before
the date specified in such notice when, subject to Section 10.08, such
resignation is to take effect, and (b) acceptance by a successor trust
administrator in accordance with Section 10.08 meeting the qualifications set
forth in Section 10.06.
If at any time the Trust Administrator shall cease to be eligible in
accordance with the provisions of Section 10.06 hereof and shall fail to
resign after written request thereto by the Depositor, or if at any time the
Trust Administrator shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or a receiver of the Trust Administrator or of its
property shall
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be appointed, or any public officer shall take charge or control of the Trust
Administrator or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation or if the Trust Administrator breaches any of its
obligations or representations hereunder, then the Depositor may remove the
Trust Administrator and appoint a successor trust administrator by written
instrument, in duplicate, one copy of which instrument shall be delivered to
the Trust Administrator and one copy to the successor trust administrator. The
Trust Administrator may also be removed at any time by the Trustee or the
Holders of Certificates evidencing not less than 50% of the Voting Rights
evidenced by the Certificates. Notice of any removal of the Trust
Administrator and acceptance of appointment by the successor trust
administrator shall be given to the Rating Agencies by the Depositor.
If no successor trust administrator shall have been so appointed and
have accepted appointment within 30 days after the giving of such notice of
resignation or receipt of a notice of removal, the resigning Trust
Administrator may, at the Trust Fund's expense, petition any court of
competent jurisdiction for the appointment of a successor trust administrator.
Any resignation or removal of the Trust Administrator and
appointment of a successor trust administrator pursuant to any of the
provisions of this Section 10.07 shall become effective upon acceptance of
appointment by the successor trust administrator as provided in Section 10.08
hereof.
SECTION 10.08 Successor Trust Administrator.
Any successor trust administrator appointed as provided in Section
10.07 hereof shall execute, acknowledge and deliver to the Depositor and to
its predecessor trust administrator an instrument accepting such appointment
hereunder and thereupon the resignation or removal of the predecessor trust
administrator shall become effective and such successor trust administrator,
without any further act, deed or conveyance, shall become fully vested with
all the rights, powers, duties and obligations of its predecessor hereunder,
with the like effect as if originally named as trust administrator herein. The
Depositor, upon receipt of all amounts due it hereunder, and the predecessor
trust administrator shall execute and deliver such instruments and do such
other things as may reasonably be required for more fully and certainly
vesting and confirming in the successor trust administrator all such rights,
powers, duties, and obligations.
No successor trust administrator shall accept appointment as
provided in this Section 10.08 unless at the time of such acceptance such
successor trust administrator shall be eligible under the provisions of
Section 10.06 hereof and its acceptance shall not adversely affect the then
current rating of the Certificates.
Upon acceptance of appointment by a successor trust administrator as
provided in this Section 10.08, the Depositor shall mail notice of the
succession of such trust administrator hereunder to all Holders of
Certificates at their addresses as shown in the Certificate Register. If the
Depositor fails to mail such notice within ten days after acceptance of
appointment by the successor trust administrator, the successor trust
administrator shall cause such notice to be mailed at the expense of the
Depositor.
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SECTION 10.09 Merger or Consolidation of Trust Administrator.
Any Person into which the Trust Administrator may be merged or
converted or with which it may be consolidated or any Person resulting from
any merger, conversion or consolidation to which the Trust Administrator shall
be a party, or any Person succeeding to the business of the Trust
Administrator, shall be the successor of the Trust Administrator hereunder,
provided that such Person shall be eligible under the provisions of Section
10.06 hereof without the execution or filing of any paper or further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
SECTION 10.10 Appointment of Co-Trust Administrator or Separate
Trust Administrator.
Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust Fund or property securing any Mortgage Note may at the
time be located, the Master Servicer or the Servicers and the Trust
Administrator acting jointly shall have the power and shall execute and
deliver all instruments to appoint one or more Persons approved by the Trust
Administrator to act as co-trust administrator or co-trust administrators
jointly with the Trust Administrator, or separate trust administrator or
separate trust administrators, of all or any part of the Trust Fund, and to
vest in such Person or Persons, in such capacity and for the benefit of the
applicable Certificateholders, such title to the Trust Fund, or any part
thereof, and, subject to the other provisions of this Section 10.10, such
powers, duties, obligations, rights and trusts as the Master Servicer or the
Servicers and the Trust Administrator may consider necessary or desirable. If
the Master Servicer or the Servicers shall not have joined in such appointment
within fifteen days after the receipt by it of a request to do so, or in the
case an Event of Default shall have occurred and be continuing, the Trust
Administrator alone shall have the power to make such appointment. No co-trust
administrator or separate trust administrator hereunder shall be required to
meet the terms of eligibility as a successor trust administrator under Section
10.06 and no notice to Certificateholders of the appointment of any co-trust
administrator or separate trust administrator shall be required under Section
10.08.
Every separate trust administrator and co-trust administrator shall,
to the extent permitted by law, be appointed and act subject to the following
provisions and conditions:
(a) all rights, powers, duties and obligations conferred or imposed
upon the Trust Administrator, except for any obligation of the Trust
Administrator under this Agreement to advance funds on behalf of the Master
Servicer or the Servicer, shall be conferred or imposed upon and exercised or
performed by the Trust Administrator and such separate trust administrator or
co-trust administrator jointly (it being understood that such separate trust
administrator or co-trust administrator is not authorized to act separately
without the Trust Administrator joining in such act), except to the extent
that under any law of any jurisdiction in which any particular act or acts are
to be performed by the Trust Administrator (whether as Trust Administrator
hereunder or as successor to the Master Servicer or the Servicer), the Trust
Administrator shall be incompetent or unqualified to perform such act or acts,
in which event such rights, powers, duties and obligations (including the
holding of title to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed singly by such separate
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trust administrator or co-trust administrator, but solely at the direction of
the Trust Administrator;
(b) no trust administrator hereunder shall be held personally liable
by reason of any act or omission of any other trust administrator hereunder;
and
(c) the Master Servicer or the Servicers and the Trust Administrator
acting jointly may at any time accept the resignation of or remove any
separate trust administrator or co-trust administrator.
Any notice, request or other writing given to the Trust
Administrator shall be deemed to have been given to each of the then separate
trust administrators and co-trust administrators, as effectively as if given
to each of them. Every instrument appointing any separate trust administrator
or co-trust administrator shall refer to this Agreement and the conditions of
this Article IX. Each separate trust administrator and co-trust administrator,
upon its acceptance of the trusts conferred, shall be vested with the estates
or property specified in its instrument of appointment, either jointly with
the Trust Administrator or separately, as may be provided therein, subject to
all the provisions of this Agreement, specifically including every provision
of this Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trust Administrator. Every such instrument shall
be filed with the Trust Administrator and a copy thereof given to the Master
Servicer or the Servicers and the Depositor.
Any separate trust administrator or co-trust administrator may, at
any time, constitute the Trust Administrator, its agent or attorney-in-fact,
with full power and authority, to the extent not prohibited by law, to do any
lawful act under or in respect of this Agreement on its behalf and in its
name. The Trust Administrator shall not be responsible for any action or
inaction of any separate Trust Administrator or Co-Trust Administrator. If any
separate trust administrator or co-trust administrator shall die, become
incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trust
Administrator, to the extent permitted by law, without the appointment of a
new or successor trust administrator.
SECTION 10.11 Office of the Trust Administrator.
The office of the Trust Administrator for purposes of receipt of
notices and demands is the Corporate Trust Office.
SECTION 10.12 Tax Return.
The Master Servicer and each Servicer, upon request, will furnish
the Trust Administrator with all such information in the possession of the
Master Servicer or such Servicer as may be reasonably required in connection
with the preparation by the Trust Administrator of all tax and information
returns of the Trust Fund, and the Trust Administrator shall sign such
returns. The Master Servicer and each Servicer, severally and not jointly,
shall indemnify the Trust Administrator for all reasonable costs, including
legal fees and expenses, related to errors in such tax returns due to errors
only in information provided by the Master Servicer or by such Servicer.
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SECTION 10.13 Filings.
The Trust Administrator shall, on behalf of the Trust, cause to be
filed with the Securities and Exchange Commission any periodic reports
required to be filed under the provisions of the Securities Exchange Act of
1934, as amended, and the rules and regulations of the Securities and Exchange
Commission thereunder. In connection with the preparation and filing of such
periodic reports, the Depositor and the Master Servicer and each Servicer
shall timely provide to the Trust Administrator all material loan-level
information requested by the Trust Administrator and reasonably available to
them which is required to be included in such reports. The Trust Administrator
shall have no liability with respect to any failure to properly prepare or
file such periodic reports resulting from or relating to the Trust
Administrator's inability or failure to obtain any information not resulting
from its own negligence or willful misconduct.
SECTION 10.14 Determination of Certificate Index.
On each Interest Determination Date, the Trust Administrator shall
determine the Certificate Index for the Accrual Period and inform the Master
Servicer and each Servicer of such rate.
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ARTICLE XI
TERMINATION
SECTION 11.01 Termination upon Liquidation or Repurchase of all
Mortgage Loans.
The obligations and responsibilities of the Master Servicer or the
Servicers, the Sellers, the Depositor, the Trustee and the Trust Administrator
created hereby with respect to the Trust Fund created hereby shall terminate
upon the earlier of:
(i) with respect to Loan Group I, the repurchase by Vesta at
its election, of all Mortgage Loans in Loan Group I and all property
acquired in respect of any Mortgage Loan remaining in Loan Group I,
which repurchase right Vesta may exercise at its sole and exclusive
election as of any Distribution Date (such applicable Distribution
Date with respect to Loan Group I, being herein referred to as the
"Optional Termination Date") on or after the date on which the
aggregate Principal Balance of the Mortgage Loans in Loan Group I, at
the time of the repurchase is less than 5% of the aggregate Principal
Balance of the Mortgage Loans in Loan Group I as of the Cut-off Date;
(ii) with respect to Loan Group II, Loan Group III and Loan
Group V, the repurchase by Vesta at its election, of all Mortgage
Loans in Loan Group II, Loan Group III and Loan Group V and all
property acquired in respect of any Mortgage Loan remaining in such
Loan Group II, Loan Group III and Loan Group V, which repurchase
right Vesta may exercise at its sole and exclusive election as of any
Distribution Date (such applicable Distribution Date with respect to
Loan Group II, Loan Group III and Loan Group V being herein referred
to as the "Optional Termination Date") on or after the date on which
the aggregate Principal Balance of the Mortgage Loans in Loan Group
II, Loan Group III and Loan Group V at the time of the repurchase is
less than 5% of the aggregate Principal Balance of the Mortgage Loans
in Loan Group II, Loan Group III and Loan Group V as of the Cut-off
Date;
(iii) with respect to Loan Group IV, the repurchase by Vesta
at its election, of all Mortgage Loans in Loan Group IV and all
property acquired in respect of any Mortgage Loan remaining in Loan
Group IV, which repurchase right Vesta may exercise at its sole and
exclusive election as of any Distribution Date (such applicable
Distribution Date with respect to Loan Group IV, being herein
referred to as the "Optional Termination Date") on or after the date
on which the aggregate Principal Balance of the Mortgage Loans in
Loan Group IV, at the time of the repurchase is less than 10% of the
aggregate Principal Balance of the Mortgage Loans in Loan Group IV as
of the Cut-off Date; and
(iv) 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.
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In no event shall the trust created hereby continue beyond the earlier of (1)
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 in November 2031.
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 Groups (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 sum of 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 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 Mortgage Loan in the related Loan Groups
related to any REO Property, in each case and (iii) any remaining unreimbursed
Advances, Servicing Advances and Servicing Fees. The Trust Administrator shall
give notice to the Rating Agencies of election to purchase the Mortgage Loans
pursuant to this Section 10.01 and of the Optional Termination Date.
SECTION 11.02 Procedure Upon Optional Termination.
(a) In case of any Optional Termination pursuant to Section 11.01,
Vesta shall, at least twenty days prior to the date notice is to be mailed to
the affected Certificateholders notify the Trustee and Trust Administrator of
such Optional Termination Date and of the applicable purchase price of the
Mortgage Loans to be purchased.
(b) Any purchase of the Mortgage Loans by Vesta shall be made on an
Optional Termination Date by deposit of the applicable purchase price into the
Certificate Account, as applicable, before the Distribution Date on which such
repurchase is effected. Upon receipt by the Trust Administrator of an
Officer's Certificate of Vesta certifying as to the deposit of such purchase
price into the Certificate Account, the Trust Administrator and each co-trust
administrator and separate trust administrator, if any, then acting as such
under this Agreement, shall, upon request and at the expense of Vesta execute
and deliver all such instruments of transfer or assignment, in each case
without recourse, as shall be reasonably requested by Vesta to vest title in
Vesta in the Mortgage Loans so purchased and shall transfer or deliver to
Vesta 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 Vesta.
(c) Notice of the Distribution Date on which the Master Servicer or
a Servicer anticipates that the final distribution shall be made (whether upon
Optional Termination or otherwise), shall be given promptly by the Master
Servicer or such Servicer to the Trust Administrator and by the Trust
Administrator by first class mail to Holders of the affected Certificates.
Such notice shall be mailed no earlier than the 15th day and not later than
the 10th day preceding the 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
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Certificates will 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) In the event that any Certificateholders shall not surrender
Certificates for cancellation within six months after the date specified in
the above mentioned written notice, the Trust Administrator shall give a
second written notice to the remaining such Certificateholders to surrender
their Certificates for cancellation and receive the final distribution with
respect thereto. If within six months after the second notice all the
Certificates shall not have been surrendered for cancellation, the Trust
Administrator may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the remaining Certificateholders concerning
surrender of their Certificates, and the cost thereof shall be paid out of the
funds and other assets which remain subject to the Trust Fund.
SECTION 11.03 Additional Termination Requirements.
(a) In the event Vesta exercises its purchase option pursuant to
Section 11.01, the Trust Fund shall be terminated in accordance with the
following additional requirements, unless the Trustee have received an Opinion
of Counsel to the effect that the failure to comply with the requirements of
this Section will not (i) result in the imposition of taxes on a "prohibited
transaction" of the REMIC, as described in Section 860F of the Code, or (ii)
cause the Trust Fund to fail to qualify as a REMIC at any time that any
Certificates are outstanding:
within 90 days prior to the final Distribution
Date set forth in the notice given by the Vesta
under Section 11.02, the Holder of the Class AR
Certificates shall adopt a plan of complete
liquidation of the REMIC; and
at or after the time of adoption of any such
plan of complete liquidation for the Trust Fund
at or prior to the final Distribution Date, the
Trustee shall sell all of the assets of the
Trust Fund to the Depositor for cash; provided,
however, that in the event that a calendar
quarter ends after the time of adoption of such
a plan of complete liquidation but prior to the
final Distribution Date, the Trustee shall not
sell any of the assets of the Trust Fund prior
to the close of that calendar quarter.
(b) By its acceptance of a Class AR 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 Trust Fund.
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ARTICLE XII
MISCELLANEOUS PROVISIONS
SECTION 12.01 Amendment.
(a) This Agreement may be amended from time to time by the
Depositor, the Master Servicer or the Servicers, the Sellers, the Trust
Administrator, the Special Servicer 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 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 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 as
evidenced by an Opinion of Counsel (which Opinion of Counsel shall
not be an expense of the Trustee or the Trust Fund, but shall be at
the expense of the party proposing such amendment); provided,
however, that no such Opinion of Counsel shall be required if the
Person requesting the amendment obtains a letter from each Rating
Agency stating that the amendment would not result in the downgrading
or withdrawal of the respective ratings then assigned to the
Certificates (without regard to the FSA Policy).
(b) This Agreement may be amended from time to time by the
Depositor, the Sellers, the Master Servicer, the Servicers, the Special
Servicer, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates evidencing, in the aggregate, not less than 66-2/3% of
the Voting Rights of all the Certificates for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Holders of
the Certificates; provided, however, that no such amendment may (i) reduce in
any manner the amount of, delay the timing of or change the manner in which
payments received on or with respect to Mortgage Loans are required to be
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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 or (v)
modify the provisions of this Section 12.01.
It shall not be necessary for the consent of Certificateholders
under this Section 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 Trust Administrator may prescribe.
(c) Promptly after the execution of any amendment to this Agreement,
the Trust Administrator shall furnish written notification of the substance of
such amendment to each Certificateholder, and the Rating Agencies.
(d) Prior to the execution of any amendment to this Agreement, each
of the Trustee and the Trust Administrator shall receive and be entitled to
conclusively rely on an Opinion of Counsel (at the expense of the Person
seeking such amendment) stating that the execution of such amendment is
authorized and permitted by this Agreement. The Trustee and the Trust
Administrator may, but shall not be obligated to, enter into any such
amendment which affects the Trustee's or the Trust Administrator's own rights,
duties or immunities under this Agreement.
(e) Notwithstanding the foregoing, FSA shall be required to consent,
to any amendment that adversely affects in any respect the rights and
interests of FSA hereunder.
SECTION 12.02 Recordation of Agreement; Counterparts.
(a) This Agreement (other than Schedule I) is subject to recordation
in all appropriate public offices for real property records in all the
counties or other comparable jurisdictions in which any or all of the
Mortgaged Properties are situated, and in any other appropriate public
recording office or elsewhere. Such recordation, if any, shall be effected by
the related Servicer at the expense of the Depositor.
(b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
SECTION 12.03 Governing Law.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK
170
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE
CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 12.04 Intention of Parties.
(a) It is the express intent of the Depositor, DLJMC, WMMSC,
GreenPoint, the Master Servicer, the Servicers, the Trust Administrator and
the Trustee that the conveyance by (i) GreenPoint of the GreenPoint Loans to
DLMJMC, (ii) WMMSC of the WMMSC Loans to DLJMC and (iii) DLJMC of the Mortgage
Loans to the Depositor, and the conveyance by the Depositor to the Trustee as
provided for in Section 2.01 of each of such Sellers' right, title and
interest in and to the Mortgage Loans be, and be construed as, an absolute
sale and assignment by each such Seller to DLJMC of the related Mortgage Loans
and by DLJMC to the Depositor and by the Depositor to the Trustee of the
Mortgage Loans for the benefit of the Certificateholders. Further, it is not
intended that any conveyance be deemed to be a pledge of the related Mortgage
Loans by GreenPoint or WMMSC to DLJMC, or by DLJMC to the Depositor or by the
Depositor to the Trustee to secure a debt or other obligation. However, in the
event that the Mortgage Loans are held to be property of GreenPoint, WMMSC,
DLJMC or the Depositor, as applicable, or if for any reason the Mortgage Loan
Purchase Agreement, the Assignment and Assumption Agreement or this Agreement
is held or deemed to create a security interest in the Mortgage Loans, then it
is intended that (i) this Agreement shall also be deemed to be a security
agreement within the meaning of Articles 8 and 9 of the New York Uniform
Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction; (ii) the conveyances provided for in Section 2.01 shall be
deemed to be a grant by such Sellers and the Depositor to the Trustee on
behalf of the Certificateholders, to secure payment in full of the Secured
Obligations (as defined below), of a security interest in all of such Sellers'
and the Depositor's right (including the power to convey title thereto), title
and interest, whether now owned or hereafter acquired, in and to the Mortgage
Loans, including the Mortgage Notes, the Mortgages, any related insurance
policies and all other documents in the related Mortgage Files, and all
accounts, contract rights, general intangibles, chattel paper, instruments,
documents, money, deposit accounts, certificates of deposit, goods, letters of
credit, advices of credit and uncertificated securities consisting of, arising
from or relating to (A) the Mortgage Loans, including with respect to each
Mortgage Loan, the Mortgage Note and related Mortgage, and all other documents
in the related Trustee Mortgage Files, and including any Qualified Substitute
Mortgage Loans; (B) pool insurance policies, hazard insurance policies and any
bankruptcy bond relating to the foregoing, if applicable; (C) the Certificate
Account; (D) the Collection Account; (E) all amounts payable after the Cut-off
Date to the holders of the Mortgage Loans in accordance with the terms
thereof; (F) all income, payments, proceeds and products of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities
or other property, including without limitation all amounts from time to time
held or invested in the Certificate Account, whether in the form of cash,
instruments, securities or other property; and (G) all cash and non-cash
proceeds of any of the foregoing; (iii) the possession by the Trustee or any
other agent of the Trustee of Mortgage Notes or such other items of property
as constitute instruments, money, documents, advices of credit, letters of
credit, goods, certificated securities or chattel paper shall be deemed to be
a "possession by the secured party", or possession by a purchaser or a person
designated by him or her, for purposes of perfecting the security interest
171
pursuant to the Uniform Commercial Code (including, without limitation,
Sections 9-305, 8-313 or 8-321 thereof); and (iv) notifications to persons
holding such property, and acknowledgments, receipts or confirmations from
persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
securities intermediaries, bailees or agents (as applicable) of the Trustee
for the purpose of perfecting such security interest under applicable law.
"Secured Obligations" means (i) the rights of each Certificateholder to be
paid any amount owed to it under this Agreement and (ii) all other obligations
of such Sellers and the Depositor under this Agreement, the Assignment and
Assumption Agreement and the Mortgage Loan Purchase Agreement.
(b) The Sellers and the Depositor, and, at the Depositor's
direction, the Master Servicer or the Servicers, the Trust Administrator and
the Trustee, shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans and the other
property described above, such security interest would be deemed to be a
perfected security interest of first priority as applicable. The Depositor
shall prepare and file, at its expense, all filings necessary to maintain the
effectiveness of any original filings necessary under the Uniform Commercial
Code as in effect in any jurisdiction to perfect the Trustee's security
interest in or lien on the Mortgage Loans, including without limitation (i)
continuation statements, and (ii) such other statements as may be occasioned
by any transfer of any interest of the Master Servicer or any Servicer or the
Depositor in any Mortgage Loan.
SECTION 12.05 Notices.
In addition to other notices provided under this Agreement, the
Trust Administrator shall notify the Rating Agencies in writing: (a) of any
substitution of any Mortgage Loan; (b) of any payment or draw on any insurance
policy applicable to the Mortgage Loans; (c) of the final payment of any
amounts owing to a Class of Certificates; (d) any Event of Default under this
Agreement; and (e) in the event any Mortgage Loan is repurchased 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, Credit Suisse First Boston Mortgage Securities Corp., ▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: President; (ii) in the
case of the Trustee, the Corporate Trust Office, or such other address as may
hereafter be furnished to the Depositor in writing by the Trustee; (iii) in
the case of DLJMC, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (with a copy to DLJ Mortgage Acceptance Corp., ▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Office of the
General Counsel), or such other address as may be hereafter furnished to the
Depositor and the Trustee by DLJMC in writing, (iv) in the case of, WMMSC, ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Master Servicing
Compliance, with a copy to Washington Mutual Legal Department, 1201 Third
Avenue, WMT 1706, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: WMMSC or such other
address as may be hereafter furnished in writing to the Depositor and the
Trustee by WMMSC, (v) in the case of GreenPoint, (if in its capacity as a
Seller) to GreenPoint Mortgage Funding, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, (v) in the case of Standard & Poor's
Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇
▇▇▇▇ ▇▇▇▇▇; (vi) in the case of ▇▇▇▇▇'▇ Investors Service, Inc., ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (vii) in the
case of Vesta, Vesta Servicing, L.P., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇-▇,
▇▇▇▇▇▇, ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇; (viii) in the case of GreenPoint Mortgage
Funding, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇; and (ix) if
to the Trust Administrator to ▇▇▇ ▇. ▇▇▇▇ ▇▇., ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇,
Attention: Institutional Trust Services - Structured Finance, CSFB 2001-26.
Notices to Certificateholders shall be deemed given when mailed, first class
postage prepaid.
SECTION 12.06 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions
of this Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 12.07 Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representative or heirs to claim an accounting or to
take any action or commence any proceeding in any court for a petition or
winding up of the Trust Fund, or otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.
No Certificateholder shall have any right to vote (except as
provided herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth or contained in the terms of the Certificates
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be
under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.
No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this
Agreement, unless such Holder previously shall have given to the Trust
Administrator a written notice of an Event of Default and of the continuance
thereof, as provided herein, and unless the Holders of Certificates evidencing
not less than 25% of the Voting Rights evidenced by the Certificates shall
also have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to
the Trust Administrator such reasonable indemnity as it may require against
the costs, expenses, and liabilities to be incurred therein or thereby, and
the Trust Administrator, for 60 days after its receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trust Administrator, that no one or more Holders of
Certificates shall have any right in any manner whatever by virtue or by
availing itself or themselves of any provisions of this Agreement to affect,
disturb or prejudice the rights of the Holders of any other of the
173
Certificates, or to obtain or seek to obtain priority over or preference to
any other such Holder or to enforce any right under this Agreement, except in
the manner herein provided and for the common benefit of all
Certificateholders. For the protection and enforcement of the provisions of
this Section 11.07, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.
SECTION 12.08 Certificates Nonassessable and Fully Paid.
It is the intention of the Depositor that Certificateholders shall
not be personally liable for obligations of the Trust Fund, that the interests
in the Trust Fund represented by the Certificates shall be nonassessable for
any reason whatsoever, and that the Certificates, upon due authentication
thereof by the Trust Administrator pursuant to this Agreement, are and shall
be deemed fully paid.
SECTION 12.09 Protection of Assets.
Except for transactions and activities entered into in connection
with the securitization that is the subject of this agreement, the trust
created by this agreement is not authorized and has no power to:
(i) borrow money or issue debt;
(ii) merge with another entity, reorganize, liquidate or
sell assets; or
(iii)engage in any business or activities.
Each party to this agreement agrees that it will not file an
involuntary bankruptcy petition against the Trust Fund or initiate any other
form of insolvency proceeding until after the Certificates have been paid.
174
IN WITNESS WHEREOF, the Depositor, the Sellers, the Master Servicer
or the Servicers, the Trust Administrator and the Trustee have caused their
names to be signed hereto by their respective officers thereunto duly
authorized all as of the first day of October, 2001.
CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP., as Depositor
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
DLJ MORTGAGE CAPITAL, INC.,
as a Seller
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
GREENPOINT MORTGAGE FUNDING, INC.,
as a Seller and a Servicer
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.,
as a Seller and a Servicer
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
CHASE MANHATTAN MORTGAGE CORPORATION,
as Master Servicer
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
VESTA SERVICING, L.P.,
as a Servicer and the Special Servicer
By: /s/ ▇▇▇▇ ▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President and COO
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
THE CHASE MANHATTAN BANK,
as Trust Administrator
By: /s/ ▇▇▇▇ ▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Vice President
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 31st day of October, 2001, 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.
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 31st day of October, 2001, 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.
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF WASHINGTON )
: ss.:
COUNTY OF KING )
On the 29th day of October, 2001, before me, personally appeared
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, known to me to be a Vice President of Washington Mutual
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.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 31st of October, 2001 before me, a Notary Public in and for
said State, personally appeared ▇▇▇▇ ▇. ▇▇▇▇▇ known to me to be a Vice
President of Bank One, 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 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.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF FLORIDA )
: ss.:
COUNTY OF BROWARD )
On the 30th of October, 2001 before me, a Notary Public in and for
said State, personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ known to me to be a Vice
President of The Chase Manhattan Mortgage Corporation, the New Jersey
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 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.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 31st of October, 2001 before me, a Notary Public in and for
said State, personally appeared ▇▇▇▇ ▇▇▇▇ known to me to be a Vice President
and Chief Operating Officer of Vesta Servicing L.P., the Delaware limited
partnership 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.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 30th of October, 2001 before me, a Notary Public in and for
said State, personally appeared ▇▇▇▇ ▇▇▇▇▇▇ known to me to be a Senior Vice
President of GreenPoint Mortgage Funding, Inc., the 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 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.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 31st of October, 2001 before me, a Notary Public in and for
said State, personally appeared ▇▇▇▇ ▇▇▇▇▇ known to me to be a Vice President
of The Chase Manhattan Bank, a New York banking 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 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.
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
Notary Public
[NOTARIAL SEAL]
EXHIBIT A
[FORM OF CLASS A CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE").
A-1
Certificate No. :
Cut-off Date : October 1, 2001
First Distribution Date : November 26, 2001
Initial Certificate Balance
of this Certificate
("Denomination") :
Initial Certificate Balances
of all Certificates
of this Class :
CUSIP :
Pass-Through Rate :
Maturity Date :
A-2
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Credit Suisse First Boston Mortgage Securities Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2001-26
Class A
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of a pool of adjustable rate
conventional mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties.
Credit Suisse First Boston Mortgage Securities Corp., as Depositor
Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Balance at any time may be less
than the Certificate Balance as set forth herein. This Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Sellers, the Master Servicer or the Servicers, the Trustee or
the Trust Administrator referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality.
This certifies that CEDE & CO., is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate by the aggregate of the denominations of all
Certificates of the Class to which this Certificate belongs) in certain
monthly distributions with respect to a Trust Fund consisting primarily of the
Mortgage Loans deposited by Credit Suisse First Boston Mortgage Securities
Corp. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement") among the Depositor, DLJ Mortgage Capital, Inc., as a seller (in
such capacity, a "Seller"), Washington Mutual Mortgage Securities Corp., as a
seller (in such capacity, a "Seller") and a servicer (in such capacity, a
"Servicer"), Bank One, National Association, as trustee (the "Trustee"), The
Chase Manhattan Bank, as trust administrator (the "Trust Administrator") and
Vesta Servicing L.P., as a special servicer (in such capacity, a "Special
Servicer"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.
A-3
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed.
Dated: October 30, 2001.
THE CHASE MANHATTAN BANK,
as Trust Administrator
By _________________________________
Countersigned:
By ___________________________
Authorized Signatory of
THE CHASE MANHATTAN BANK,
as Trust Administrator
A-4
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Credit Suisse First Boston Mortgage Securities Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2001-26
Class A
This Certificate is one of a duly authorized issue of Certificates
designated as Credit Suisse First Boston Mortgage Securities Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2001-26, of the Series
specified on the face hereof (herein collectively called the "Certificates"),
and representing a beneficial ownership interest in the Trust Fund created by
the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Certificate Account
for payment hereunder and that neither the Trustee nor the Trust Administrator
is liable to the Certificateholders for any amount payable under this
Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee and the Trust Administrator.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month, or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose name this Certificate is registered at the close of business on the
applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement. The Record Date
applicable to each Distribution Date is (1) with respect to all Certificates
other than the LIBOR Certificates held in Book-Entry Form, the last day of the
calendar month preceding the month in which such Distribution Date occurs and
(2) with respect to the LIBOR Certificates held in Book-Entry Form only, the
close of business on the last Business Day of the calendar month immediately
preceding the calendar month of such Distribution Date.
Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trust Administrator in writing at least five
Business Days prior to the related Record Date and such Certificateholder
shall satisfy the conditions to receive such form of payment set forth in the
Agreement, or, if not, by check mailed by first class mail to the address of
such Certificateholder appearing in the Certificate Register. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the Corporate Trust Office or
such other location specified in the notice to Certificateholders of such
final distribution.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee, the Trust Administrator and the
A-5
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer or the Servicers, the Sellers, the Trustee and
the Trust Administrator with the consent of the Holders of Certificates
affected by such amendment evidencing the requisite Percentage Interest, as
provided in the Agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange therefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof,
in certain limited circumstances, without the consent of the Holders of any of
the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register of the Trust Administrator upon surrender of this
Certificate for registration of transfer at the Corporate Trust Office or the
office or agency maintained by the Trust Administrator in New York, New York,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the holder hereof or
such holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest in the Trust Fund will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, each Servicer, each Seller, the Trustee, the Trust
Administrator and any agent of the Depositor, the Trustee or the Trust
Administrator may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Master
Servicer or the Servicers, the Sellers, the Depositor, the Trustee, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On any Distribution Date on which the aggregate Stated Principal
Balance of the Group I Mortgage Loans, the Group II Mortgage Loans, the Group
III Mortgage Loans or the Group IV Mortgage Loans is less than 5% of the
Aggregate Loan Balance of the respective Loan Group as of the Cut-off Date,
Vesta will have the option to repurchase, in whole, from the Trust Fund all
remaining Mortgage Loans in such respective Group and all property acquired in
respect of the Mortgage Loans of such Group at a purchase price determined as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon the later of the maturity or other liquidation (or any advance
with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or
the disposition of all property in respect thereof and the distribution to
Certificateholders of all amounts required to be distributed pursuant to the
Agreement. In no event, however, will the trust created by the
A-6
Agreement continue beyond the expiration of 21 years from the death of the
last survivor of the descendants living at the date of the Agreement of a
certain person named in the Agreement.
Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
A-7
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to
assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Trust Administrator to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
Dated:
_______________________________________
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ___________________________________________________________,
for the account of ___________________________________________________________,
account number ____________, or, if mailed by check, to _______________________
_______________________________________________________________________________
______________________________________________________________________________.
Applicable statements should be mailed to ____________________________________
______________________________________________________________________________
______________________________________________________________________________.
This information is provided by, the assignee named above, or, as its agent.
A-8
EXHIBIT B
[FORM OF CLASS M CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES
AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
B-1
Certificate No. :
Cut-off Date : October 1, 2001
First Distribution Date : November 26, 2001
Initial Certificate Balance
of this Certificate
("Denomination") :
Initial Certificate Balances
of all Certificates
of this Class :
CUSIP :
Interest Rate :
Maturity Date :
C-2
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Credit Suisse First Boston Mortgage Securities Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2001-26
Class M-[_]
evidencing a percentage interest in the distributions allocable to the
Certificates of the above-referenced Class with respect to a Trust Fund
consisting primarily of a pool of adjustable rate conventional mortgage
loans (the "Mortgage Loans") secured by first liens on one- to
four-family residential properties.
Credit Suisse First Boston Mortgage Securities Corp., as Depositor
Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Balance at any time may be less
than the Certificate Balance as set forth herein. This Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Sellers, the Master Servicer or the Servicers, the Trustee or
the Trust Administrator referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality.
This certifies that CEDE & CO., is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate by the aggregate of the denominations of all
Certificates of the Class to which this Certificate belongs) in certain
monthly distributions with respect to a Trust Fund consisting primarily of the
Mortgage Loans deposited by Credit Suisse First Boston Mortgage Securities
Corp. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement") among the Depositor, DLJ Mortgage Capital, Inc., as a seller (in
such capacity, a "Seller"), Washington Mutual Mortgage Securities Corp., as a
seller (in such capacity, a "Seller") and a servicer (in such capacity, a
"Servicer"), Bank One, National Association, as trustee (the "Trustee"), The
Chase Manhattan Bank, as trust administrator (the "Trust Administrator") and
Vesta Servicing L.P., as a special servicer (in such capacity, a "Special
Servicer"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.
C-3
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed.
Dated: October 30, 2001.
THE CHASE MANHATTAN BANK,
as Trust Administrator
By _________________________________
Countersigned:
By ___________________________
Authorized Signatory of
THE CHASE MANHATTAN BANK,
as Trust Administrator
C-4
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Credit Suisse First Boston Mortgage Securities Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2001-26
Class M-[_]
This Certificate is one of a duly authorized issue of Certificates
designated as Credit Suisse First Boston Mortgage Securities Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2001-26, of the Series
specified on the face hereof (herein collectively called the "Certificates"),
and representing a beneficial ownership interest in the Trust Fund created by
the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Certificate Account
for payment hereunder and that neither the Trustee nor the Trust Administrator
is liable to the Certificateholders for any amount payable under this
Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee and the Trust Administrator.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month, or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose name this Certificate is registered at the close of business on the
applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement. The Record Date
applicable to each Distribution Date is (1) with respect to all Certificates
other than the LIBOR Certificates held in Book-Entry Form, the last day of the
calendar month preceding the month in which such Distribution Date occurs and
(2) with respect to the LIBOR Certificates held in Book-Entry Form only, the
close of business on the last Business Day of the calendar month immediately
preceding the calendar month of such Distribution Date.
Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trust Administrator in writing at least five
Business Days prior to the related Record Date and such Certificateholder
shall satisfy the conditions to receive such form of payment set forth in the
Agreement, or, if not, by check mailed by first class mail to the address of
such Certificateholder appearing in the Certificate Register. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the Corporate Trust Office or
such other location specified in the notice to Certificateholders of such
final distribution.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee, the Trust Administrator and the
C-5
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer or the Servicers, the Sellers, the Trustee and
the Trust Administrator with the consent of the Holders of Certificates
affected by such amendment evidencing the requisite Percentage Interest, as
provided in the Agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange therefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof,
in certain limited circumstances, without the consent of the Holders of any of
the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register of the Trust Administrator upon surrender of this
Certificate for registration of transfer at the Corporate Trust Office or the
office or agency maintained by the Trust Administrator in New York, New York,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the holder hereof or
such holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest in the Trust Fund will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, each Servicer, each Seller, the Trustee, the Trust
Administrator and any agent of the Depositor, the Trustee or the Trust
Administrator may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Master
Servicer or the Servicers, the Sellers, the Depositor, the Trustee, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On any Distribution Date on which the aggregate Stated Principal
Balance of the Group I Mortgage Loans, the Group II Mortgage Loans, the Group
III Mortgage Loans or the Group IV Mortgage Loans is less than 5% of the
Aggregate Loan Balance of the respective Loan Group as of the Cut-off Date,
Vesta will have the option to repurchase, in whole, from the Trust Fund all
remaining Mortgage Loans in such respective Group and all property acquired in
respect of the Mortgage Loans of such Group at a purchase price determined as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon the later of the maturity or other liquidation (or any advance
with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or
the disposition of all property in respect thereof and the distribution to
Certificateholders of all amounts required to be distributed pursuant to the
Agreement. In no event, however, will the trust created by the
C-6
Agreement continue beyond the expiration of 21 years from the death of the
last survivor of the descendants living at the date of the Agreement of a
certain person named in the Agreement.
Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
C-7
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to
assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Trust Administrator to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
Dated:
______________________________________
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ___________________________________________________________,
______________________________________________________________________________,
for the account of ___________________________________________________________,
account number __________, or, if mailed by check, to _________________________
_______________________________________________________________________________
______________________________________________________________________________.
Applicable statements should be mailed to ____________________________________
______________________________________________________________________________
_____________________________________________________________________________.
This information is provided by, the assignee named above, or, as its agent.
C-8
EXHIBIT C
[FORM OF CLASS D-B CERTIFICATE]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES
AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
[THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED ("THE ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.]
FOR CLASSES D-B-4, D-B-5 AND D-B-6 ONLY: [PURSUANT TO SECTION 6.02(f) OF THE
AGREEMENT, NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED
UNLESS THE TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR (I) A REPRESENTATION
LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN
SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE NOR A PERSON ACTING
ON BEHALF OF THAT PLAN OR ARRANGEMENT NOR USING THE ASSETS OF THAT PLAN OR
ARRANGEMENT TO EFFECT THAT TRANSFER, OR (II) IF THE PURCHASER IS AN INSURANCE
COMPANY AND THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING
UNDERWRITING, A REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE
AGREEMENT REFERRED TO HEREIN OR (III) AN OPINION OF COUNSEL IN ACCORDANCE WITH
THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. IN THE EVENT THE
REPRESENTATIONS REFERRED TO IN THE PRECEDING SENTENCE ARE NOT FURNISHED, SUCH
REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO THE TRUST ADMINISTRATOR BY
THE TRANSFEREE'S ACCEPTANCE OF THIS CERTIFICATE, OR BY ANY BENEFICIAL OWNER
WHO PURCHASES AN INTEREST IN THIS CERTIFICATE IN BOOK-ENTRY FORM. IN THE EVENT
THAT A REPRESENTATION IS VIOLATED, OR ANY ATTEMPT TO TRANSFER THIS CERTIFICATE
TO A PLAN OR PERSON ACTING ON BEHALF OF A PLAN OR USING A PLAN'S ASSETS IS
ATTEMPTED WITHOUT THE DELIVERY TO THE TRUSTEE OF THE OPINION OF COUNSEL
DESCRIBED ABOVE, THE ATTEMPTED TRANSFER OR ACQUISITION OF THIS CERTIFICATE
SHALL BE VOID AND OF NO EFFECT.]
C-1
Certificate No. :
Cut-off Date : October 1, 2001
First Distribution Date : November 26, 2001
Initial Certificate Balance
of this Certificate
("Denomination") :
Initial Certificate Balances
of all Certificates
of this Class :
Percentage Interest :
CUSIP :
Pass-Through Rate :
Maturity Date :
C-2
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Credit Suisse First Boston Mortgage Securities Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2001-26
Class D-B-[__]
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of a pool of adjustable rate
conventional mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties.
Credit Suisse First Boston Mortgage Securities Corp., as Depositor
This Certificate does not evidence an obligation of, or an interest
in, and is not guaranteed by the Depositor, the Sellers, the Master Servicer
or the Servicers, the Trustee or the Trust Administrator referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that [_____________________________________________],
is the registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the denomination of this Certificate by the
aggregate of the denominations of all Certificates of the Class to which this
Certificate belongs) in certain monthly distributions with respect to a Trust
Fund consisting primarily of the Mortgage Loans deposited by Credit Suisse
First Boston Mortgage Securities Corp. (the "Depositor"). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the "Agreement") among the Depositor, DLJ Mortgage
Capital, Inc., as a seller (in such capacity, a "Seller"), Washington Mutual
Mortgage Securities Corp., as a seller (in such capacity, a "Seller") and a
servicer (in such capacity, a "Servicer"), Bank One, National Association, as
trustee (the "Trustee"), The Chase Manhattan Bank, as trust administrator (the
"Trust Administrator") and Vesta Servicing L.P., as a special servicer (in
such capacity, a "Special Servicer"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
No transfer of this Certificate shall be made unless such transfer is
made pursuant to an effective registration statement under the Securities Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to
be made in reliance upon an exemption from the Securities Act and such laws,
in order to assure compliance with the Securities Act and such laws, the
Certificateholder desiring to effect such transfer and such
Certificateholder's prospective transferee shall each certify to the Trust
Administrator in writing the facts surrounding the transfer and (i) deliver a
letter in substantially the form of either [Exhibit K or Exhibit l] to the
Agreement or (ii) there shall be delivered to the Trust Administrator at the
expense of the transferor an Opinion of Counsel that such transfer may be made
pursuant to an exemption from the Securities Act. In the event that
C-3
such a transfer is to be made within three years from the date of the initial
issuance of Certificates pursuant hereto, there shall also be delivered
(except in the case of a transfer pursuant to Rule 144A of the Securities Act)
to the Trustee and the Trust Administrator an Opinion of Counsel that such
transfer may be made pursuant to an exemption from the Securities Act. The
Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator and the Depositor against
any liability that may result if the transfer is not so exempt or is not made
in accordance with such federal and state laws.
For Classes ▇-▇-▇, ▇-▇-▇ and D-B-6 only: [Pursuant to Section 6.02(f)
of the Agreement, no transfer of this Certificate shall be made unless the
Trustee and the Trust Administrator shall have received either (i) a
representation letter from the transferee of such Certificate, acceptable to
and in form and substance satisfactory to the Trust Administrator, to the
effect that such transferee is not an employee benefit plan subject to Section
406 of ERISA or Section 4975 of the Code, or a person acting on behalf of any
such plan or arrangement or using the assets of any such plan or arrangement
to effect such transfer, which representation letter shall not be an expense
of the Trustee, the Trust Administrator or the Trust Fund, (ii) if the
purchaser is an insurance company and the Certificate has been the subject of
an ERISA-Qualifying Underwriting, a representation that the purchaser is an
insurance company which is purchasing such Certificates with funds contained
in an "insurance company general account" (as such term is defined in Section
V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that
the purchase and holding of such Certificates are covered under Sections I and
III of PTCE 95-60 or (iii) in the case of any such Certificate presented for
registration in the name of an employee benefit plan subject to ERISA, or
Section 4975 of the Code (or comparable provisions of any subsequent
enactments), or a trustee of any such plan or any other person acting on
behalf of any such plan or arrangement, or using such plan's or arrangement's
assets, an Opinion of Counsel satisfactory to the Trust Administrator to the
effect that the purchase or holding of such Certificate will not result in the
assets of the Trust Fund being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA and the Code and will not subject
the Depositor, the Trustee, the Trust Administrator, the Master Servicer or
the Servicers or the Special Servicer to any obligation in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Trustee, the Trust Administrator or the Trust Fund. In the event the
representations referred to in the preceding sentence are not furnished, such
representation shall be deemed to have been made to the trustee by the
transferee's acceptance of this certificate, or by any beneficial owner who
purchases an interest in this certificate in book-entry form. In the event
that a representation is violated, or any attempt to transfer this certificate
to a plan or person acting on behalf of a plan or using a plan's assets is
attempted without the delivery to the trustee of the opinion of counsel
described above, the attempted transfer or acquisition of this certificate
shall be void and of no effect.]
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.
C-4
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed.
Dated: October 30, 2001.
THE CHASE MANHATTAN BANK,
as Trust Administrator
By _________________________________
Countersigned:
By ___________________________
Authorized Signatory of
THE CHASE MANHATTAN BANK,
as Trust Administrator
C-5
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Credit Suisse First Boston Mortgage Securities Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2001-26
Class D-B
This Certificate is one of a duly authorized issue of Certificates
designated as Credit Suisse First Boston Mortgage Securities Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2001-26, of the Series
specified on the face hereof (herein collectively called the "Certificates"),
and representing a beneficial ownership interest in the Trust Fund created by
the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Certificate Account
for payment hereunder and that neither the Trustee nor the Trust Administrator
is liable to the Certificateholders for any amount payable under this
Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee and the Trust Administrator.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month, or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose name this Certificate is registered at the close of business on the
applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement. The Record Date
applicable to each Distribution Date is (1) with respect to all Certificates
other than the LIBOR Certificates held in Book-Entry Form, the last day of the
calendar month preceding the month in which such Distribution Date occurs and
(2) with respect to the LIBOR Certificates held in Book-Entry Form only, the
close of business on the last Business Day of the calendar month immediately
preceding the calendar month of such Distribution Date.
Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trust Administrator in writing at least five
Business Days prior to the related Record Date and such Certificateholder
shall satisfy the conditions to receive such form of payment set forth in the
Agreement, or, if not, by check mailed by first class mail to the address of
such Certificateholder appearing in the Certificate Register. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the Corporate Trust Office or
such other location specified in the notice to Certificateholders of such
final distribution.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee, the Trust Administrator and the
C-6
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer or the Servicers, the Sellers, the Trustee and
the Trust Administrator with the consent of the Holders of Certificates
affected by such amendment evidencing the requisite Percentage Interest, as
provided in the Agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange therefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof,
in certain limited circumstances, without the consent of the Holders of any of
the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register of the Trust Administrator upon surrender of this
Certificate for registration of transfer at the Corporate Trust Office or the
office or agency maintained by the Trust Administrator in New York, New York,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the holder hereof or
such holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest in the Trust Fund will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, each Servicer, each Seller, the Trustee, the Trust
Administrator and any agent of the Depositor, the Trustee or the Trust
Administrator may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Master
Servicer or the Servicers, the Sellers, the Depositor, the Trustee, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On any Distribution Date on which the aggregate Stated Principal
Balance of the Group I Mortgage Loans, the Group II Mortgage Loans, the Group
III Mortgage Loans or the Group IV Mortgage Loans is less than 5% of the
Aggregate Loan Balance of the respective Loan Group as of the Cut-off Date,
Vesta will have the option to repurchase, in whole, from the Trust Fund all
remaining Mortgage Loans in such respective Group and all property acquired in
respect of the Mortgage Loans of such Group at a purchase price determined as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon the later of the maturity or other liquidation (or any advance
with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or
the disposition of all property in respect thereof and the distribution to
Certificateholders of all amounts required to be distributed pursuant to the
Agreement. In no event, however, will the trust created by the
C-7
Agreement continue beyond the expiration of 21 years from the death of the
last survivor of the descendants living at the date of the Agreement of a
certain person named in the Agreement.
Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
C-8
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to
assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Trust Administrator to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
Dated:
______________________________________
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ___________________________________________________________
______________________________________________________________________________,
for the account of ___________________________________________________________,
account number ___________, or, if mailed by check, to _______________________
______________________________________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to ___________________________________
______________________________________________________________________________
______________________________________________________________________________.
This information is provided by, the assignee named above, or, as its agent.
C-9
EXHIBIT D
[FORM OF CLASS AR CERTIFICATE]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR A TRANSFER AFFIDAVIT
IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR EITHER (A) A REPRESENTATION
LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN
SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE NOR A PERSON ACTING
ON BEHALF OF THAT PLAN OR ARRANGEMENT NOR USING THE ASSETS OF THAT PLAN OR
ARRANGEMENT TO EFFECT THAT TRANSFER, OR (B) IF THE TRANSFEREE IS AN INSURANCE
COMPANY, A REPRESENTATION THAT THE TRANSFEREE IS AN INSURANCE COMPANY WHICH IS
PURCHASING THIS CERTIFICATE WITH FUNDS CONTAINED IN AN "INSURANCE COMPANY
GENERAL ACCOUNT," AS THAT TERM IS DEFINED IN SECTION V(e) OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60, OR PTCE 95-60, AND THAT THE PURCHASE AND
HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE
95-60, OR (C) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE
AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY
HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN
EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION OF
COUNSEL SATISFACTORY TO THE TRUST ADMINISTRATOR AS DESCRIBED ABOVE SHALL BE
VOID AND OF NO EFFECT.
D-1
Certificate No. : [1][2]
Cut-off Date : October 1, 2001
First Distribution Date : November 26, 2001
Initial Certificate Balance
of this Certificate
("Denomination") : $
Initial Certificate Balances
of all Certificates
of this Class : $
CUSIP :
Pass-Through Rate :
Maturity Date :
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Credit Suisse First Boston Mortgage Securities Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2001-26
Class AR
evidencing a percentage interest in the distributions allocable to the
Class AR Certificates with respect to a Trust Fund consisting primarily
of a pool of adjustable rate conventional mortgage loans (the "Mortgage
Loans") secured by first liens on one- to four-family residential
properties.
Credit Suisse First Boston Mortgage Securities Corp., as Depositor
Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Balance at any time may be less
than the Certificate Balance as set forth herein. This Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Sellers, the Master Servicer or the Servicers, the Trustee or
the Trust Administrator referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality.
This certifies that Credit Suisse First Boston Corporation, is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the denomination of this Certificate by the aggregate of
the denominations of all Certificates of the Class to which this Certificate
belongs) in certain monthly distributions with respect to a Trust Fund
consisting primarily of the Mortgage Loans deposited by Credit Suisse First
Boston Mortgage Securities Corp. (the "Depositor"). The Trust Fund was created
pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement") among the Depositor, DLJ Mortgage Capital,
Inc., as a seller (in such capacity, a "Seller"), Washington Mutual Mortgage
Securities Corp., as a seller (in such capacity, a "Seller") and a servicer
(in such capacity, a "Servicer"), Bank One, National Association, as trustee
(the "Trustee"), The Chase Manhattan Bank, as trust administrator (the "Trust
Administrator") and Vesta Servicing L.P., as a special servicer (in such
capacity, a "Special Servicer"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Any distribution of the proceeds of any remaining assets of the Trust
Fund will be made only upon presentment and surrender of this Class AR
Certificate at the Corporate Trust Office or the office or agency maintained
by the Trust Administrator in New York, New York.
No transfer of a Class AR Certificate shall be made unless the Trust
Administrator shall have received either (i) a representation letter from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trust Administrator, to the effect that such transferee is
not an employee benefit plan subject to Section 406 of ERISA or Section 4975
of the Code, or a person acting on behalf of any such plan or arrangement or
using the assets of any
such plan or arrangement to effect such transfer, which representation letter
shall not be an expense of the Trustee, the Trust Administrator or the Trust
Fund or (ii) if the transferee is an insurance company, a representation that
the transferee is an insurance company which is purchasing this certificate
with funds contained in an "insurance company general account," as that term
is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60, or
PTCE 95-60, and that the purchase and holding of this certificate are covered
under Sections I and II of PTCE 95-60, or (iii) in the case of any such Class
AR Certificate presented for registration in the name of an employee benefit
plan subject to ERISA, or Section 4975 of the Code (or comparable provisions
of any subsequent enactments), or a trustee of any such plan or any other
person acting on behalf of any such plan or arrangement, or using such plan's
or arrangement's assets, an Opinion of Counsel satisfactory to the Trust
Administrator to the effect that the purchase or holding of such Class AR
Certificate will not result in the assets of the Trust Fund being deemed to be
"plan assets" and subject to the prohibited transaction provisions of ERISA
and the Code and will not subject the Depositor, the Trustee, the Trust
Administrator, the Master Servicer or the Servicers or the Special Servicer to
any obligation in addition to those undertaken in this Agreement, which
Opinion of Counsel shall not be an expense of the Trustee, the Trust
Administrator or the Trust Fund. Notwithstanding anything else to the contrary
herein, any purported transfer of a Class AR Certificate to or on behalf of an
employee benefit plan subject to ERISA or to the Code without the Opinion of
Counsel satisfactory to the Trust Administrator as described above shall be
void and of no effect.
Each Holder of this Class AR Certificate will be deemed to have
agreed to be bound by the restrictions of the Agreement, including but not
limited to the restrictions that (i) each person holding or acquiring any
Ownership Interest in this Class AR Certificate must be a Permitted
Transferee, (ii) no Ownership Interest in this Class AR Certificate may be
transferred without delivery to the Trust Administrator of a transfer
affidavit of the initial owner or the proposed transferee in the form
described in the Agreement, (iii) each person holding or acquiring any
Ownership Interest in this Class AR Certificate must agree to require a
transfer affidavit from any other person to whom such person attempts to
Transfer its Ownership Interest in this Class AR Certificate as required
pursuant to the Agreement, (iv) each person holding or acquiring an Ownership
Interest in this Class AR Certificate must agree not to transfer an Ownership
Interest in this Class AR Certificate if it has actual knowledge that the
proposed transferee is not a Permitted Transferee and (v) any attempted or
purported transfer of any Ownership Interest in this Class AR Certificate in
violation of such restrictions will be absolutely null and void and will vest
no rights in the purported transferee.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed.
Dated: October 30, 2001.
THE CHASE MANHATTAN BANK,
as Trust Administrator
By ____________________________
Countersigned:
By ___________________________
Authorized Signatory of
THE CHASE MANHATTAN BANK,
as Trust Administrator
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Credit Suisse First Boston Mortgage Securities Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2001-26
Class AR
This Certificate is one of a duly authorized issue of Certificates
designated as Credit Suisse First Boston Mortgage Securities Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2001-26, of the Series
specified on the face hereof (herein collectively called the "Certificates"),
and representing a beneficial ownership interest in the Trust Fund created by
the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Certificate Account
for payment hereunder and that neither the Trustee nor the Trust Administrator
is liable to the Certificateholders for any amount payable under this
Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee and the Trust Administrator.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month, or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose name this Certificate is registered at the close of business on the
applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement. The Record Date
applicable to each Distribution Date is (1) with respect to all Certificates
other than the LIBOR Certificates held in Book-Entry Form, the last day of the
calendar month preceding the month in which such Distribution Date occurs and
(2) with respect to the LIBOR Certificates held in Book-Entry Form only, the
close of business on the last Business Day of the calendar month immediately
preceding the calendar month of such Distribution Date.
Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trust Administrator in writing at least five
Business Days prior to the related Record Date and such Certificateholder
shall satisfy the conditions to receive such form of payment set forth in the
Agreement, or, if not, by check mailed by first class mail to the address of
such Certificateholder appearing in the Certificate Register. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the Corporate Trust Office or
such other location specified in the notice to Certificateholders of such
final distribution.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee, the Trust Administrator and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer or the Servicers, the Sellers, the Trustee and
the Trust Administrator with the consent of the Holders of Certificates
affected by such amendment evidencing the requisite Percentage Interest, as
provided in the Agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange therefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof,
in certain limited circumstances, without the consent of the Holders of any of
the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register of the Trust Administrator upon surrender of this
Certificate for registration of transfer at the Corporate Trust Office or the
office or agency maintained by the Trust Administrator in New York, New York,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the holder hereof or
such holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest in the Trust Fund will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, each Servicer, each Seller, the Trustee, the Trust
Administrator and any agent of the Depositor, the Trustee or the Trust
Administrator may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Master
Servicer or the Servicers, the Sellers, the Depositor, the Trustee, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On any Distribution Date on which the aggregate Stated Principal
Balance of the Group I Mortgage Loans, the Group II Mortgage Loans, the Group
III Mortgage Loans or the Group IV Mortgage Loans is less than 5% of the
Aggregate Loan Balance of the respective Loan Group as of the Cut-off Date,
Vesta will have the option to repurchase, in whole, from the Trust Fund all
remaining Mortgage Loans in such respective Group and all property acquired in
respect of the Mortgage Loans of such Group at a purchase price determined as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon the later of the maturity or other liquidation (or any advance
with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or
the disposition of all property in respect thereof and the distribution to
Certificateholders of all amounts required to be distributed pursuant to the
Agreement. In no event, however, will the trust created by the
Agreement continue beyond the expiration of 21 years from the death of the
last survivor of the descendants living at the date of the Agreement of a
certain person named in the Agreement.
Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to
assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Trust Administrator to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
Dated:
_____________________________________
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ___________________________________________________________
_____________________________________________________________________________,
for the account of __________________________________________________________,
account number ___________, or, if mailed by check, to _______________________
______________________________________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to ____________________________________
______________________________________________________________________________
_____________________________________________________________________________.
This information is provided by, the assignee named above, or, as its agent.
EXHIBIT E
[FORM OF CLASS X CERTIFICATE]
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES
AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED ("THE ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
PURSUANT TO SECTION 6.02(f) OF THE AGREEMENT, NEITHER THIS CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUST
ADMINISTRATOR (I) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE
IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975
OF THE CODE NOR A PERSON ACTING ON BEHALF OF THAT PLAN OR ARRANGEMENT NOR
USING THE ASSETS OF THAT PLAN OR ARRANGEMENT TO EFFECT THAT TRANSFER, OR (II)
IF THE PURCHASER IS AN INSURANCE COMPANY AND THE CERTIFICATE HAS BEEN THE
SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN OR (III) AN OPINION OF
COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
IN THE EVENT THE REPRESENTATIONS REFERRED TO IN THE PRECEDING SENTENCE ARE NOT
FURNISHED, SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO THE TRUST
ADMINISTRATOR BY THE TRANSFEREE'S ACCEPTANCE OF THIS CERTIFICATE, OR BY ANY
BENEFICIAL OWNER WHO PURCHASES AN INTEREST IN THIS CERTIFICATE IN BOOK-ENTRY
FORM. IN THE EVENT THAT A REPRESENTATION IS VIOLATED, OR ANY ATTEMPT TO
TRANSFER THIS CERTIFICATE TO A PLAN OR PERSON ACTING ON BEHALF OF A PLAN OR
USING A PLAN'S ASSETS IS ATTEMPTED WITHOUT THE DELIVERY TO THE TRUSTEE OF THE
OPINION OF COUNSEL DESCRIBED ABOVE, THE ATTEMPTED TRANSFER OR ACQUISITION OF
THIS CERTIFICATE SHALL BE VOID AND OF NO EFFECT.
THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY
DISTRIBUTIONS IN RESPECT OF PRINCIPAL.
E-1
Certificate No. :
Cut-off Date : October 1, 2001
First Distribution Date : November 26, 2001
Initial Notional Amount of this
Certificate ("Denomination") :
Initial Class Notional Amount of
all Certificates of this Class :
Percentage Interest :
CUSIP :
Pass-Through Rate :
Maturity Date :
E-2
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Credit Suisse First Boston Mortgage Securities Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2001-26
Class X
evidencing a 100% Percentage Interest in the distributions allocable
to the Class X Certificates with respect to a Trust Fund consisting
primarily of a pool of adjustable rate conventional mortgage loans
(the "Mortgage Loans") secured by first liens on one- to four-family
residential properties.
Credit Suisse First Boston Mortgage Securities Corp., as Depositor
This Certificate does not evidence an obligation of, or an interest
in, and is not guaranteed by the Depositor, the Sellers, the Master Servicer
or the Servicers, the Trustee or the Trust Administrator referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that [_____________________________________________],
is the registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the denomination of this Certificate by the
aggregate of the denominations of all Certificates of the Class to which this
Certificate belongs) in certain monthly distributions with respect to a Trust
Fund consisting primarily of the Mortgage Loans deposited by Credit Suisse
First Boston Mortgage Securities Corp. (the "Depositor"). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the "Agreement") among the Depositor, DLJ Mortgage
Capital, Inc., as a seller (in such capacity, a "Seller"), Washington Mutual
Mortgage Securities Corp., as a seller (in such capacity, a "Seller") and a
servicer (in such capacity, a "Servicer"), Bank One, National Association, as
trustee (the "Trustee"), The Chase Manhattan Bank, as trust administrator (the
"Trust Administrator") and Vesta Servicing L.P., as a special servicer (in
such capacity, a "Special Servicer"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
No transfer of this Certificate shall be made unless such transfer is
made pursuant to an effective registration statement under the Securities Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to
be made in reliance upon an exemption from the Securities Act and such laws,
in order to assure compliance with the Securities Act and such laws, the
Certificateholder desiring to effect such transfer and such
Certificateholder's prospective transferee shall each certify to the Trust
Administrator in writing the facts surrounding the transfer and (i) deliver a
letter in substantially the form of either [Exhibit K or Exhibit l] to the
Agreement or (ii) there shall be delivered to the Trust Administrator at the
expense of the transferor an Opinion of Counsel that such transfer may be made
pursuant to an exemption from the Securities Act. In the event that
E-3
such a transfer is to be made within three years from the date of the initial
issuance of Certificates pursuant hereto, there shall also be delivered
(except in the case of a transfer pursuant to Rule 144A of the Securities Act)
to the Trustee and the Trust Administrator an Opinion of Counsel that such
transfer may be made pursuant to an exemption from the Securities Act. The
Holder hereof desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Trust Administrator and the Depositor against
any liability that may result if the transfer is not so exempt or is not made
in accordance with such federal and state laws.
Pursuant to Section 6.02(f) of the Agreement, no transfer of this
Certificate shall be made unless the Trustee and the Trust Administrator shall
have received either (i) a representation letter from the transferee of such
Certificate, acceptable to and in form and substance satisfactory to the Trust
Administrator, to the effect that such transferee is not an employee benefit
plan subject to Section 406 of ERISA or Section 4975 of the Code, or a person
acting on behalf of any such plan or arrangement or using the assets of any
such plan or arrangement to effect such transfer, which representation letter
shall not be an expense of the Trustee, the Trust Administrator or the Trust
Fund, (ii) if the purchaser is an insurance company and the certificate has
been the subject of an ERISA-Qualifying Underwriting, a representation that
the purchaser is an insurance company which is purchasing such Certificates
with funds contained in an "insurance company general account" (as such term
is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60
("PTCE 95-60")) and that the purchase and holding of such Certificates are
covered under Sections I and III of PTCE 95-60 or (iii) in the case of any
such Certificate presented for registration in the name of an employee benefit
plan subject to ERISA, or Section 4975 of the Code (or comparable provisions
of any subsequent enactments), or a trustee of any such plan or any other
person acting on behalf of any such plan or arrangement, or using such plan's
or arrangement's assets, an Opinion of Counsel satisfactory to the Trust
Administrator to the effect that the purchase or holding of such Certificate
will not result in the assets of the Trust Fund being deemed to be "plan
assets" and subject to the prohibited transaction provisions of ERISA and the
Code and will not subject the Depositor, the Trustee, the Trust Administrator,
the Master Servicer or the Servicers or the Special Servicer to any obligation
in addition to those undertaken in this Agreement, which Opinion of Counsel
shall not be an expense of the Trustee, the Trust Administrator or the Trust
Fund. In the event the representations referred to in the preceding sentence
are not furnished, such representation shall be deemed to have been made to
the trustee by the transferee's acceptance of this certificate, or by any
beneficial owner who purchases an interest in this certificate in book-entry
form. In the event that a representation is violated, or any attempt to
transfer this certificate to a plan or person acting on behalf of a plan or
using a plan's assets is attempted without the delivery to the trustee of the
opinion of counsel described above, the attempted transfer or acquisition of
this certificate shall be void and of no effect.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.
E-4
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed.
Dated: October 30, 2001.
THE CHASE MANHATTAN BANK,
as Trust Administrator
By ______________________________
Countersigned:
By ___________________________
Authorized Signatory of
THE CHASE MANHATTAN BANK,
as Trust Administrator
E-5
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Credit Suisse First Boston Mortgage Securities Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2001-26
Class X
This Certificate is one of a duly authorized issue of Certificates
designated as Credit Suisse First Boston Mortgage Securities Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2001-26, of the Series
specified on the face hereof (herein collectively called the "Certificates"),
and representing a beneficial ownership interest in the Trust Fund created by
the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Certificate Account
for payment hereunder and that neither the Trustee nor the Trust Administrator
is liable to the Certificateholders for any amount payable under this
Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee and the Trust Administrator.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month, or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose name this Certificate is registered at the close of business on the
applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement. The Record Date
applicable to each Distribution Date is (1) with respect to all Certificates
other than the LIBOR Certificates held in Book-Entry Form, the last day of the
calendar month preceding the month in which such Distribution Date occurs and
(2) with respect to the LIBOR Certificates held in Book-Entry Form only, the
close of business on the last Business Day of the calendar month immediately
preceding the calendar month of such Distribution Date.
Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trust Administrator in writing at least five
Business Days prior to the related Record Date and such Certificateholder
shall satisfy the conditions to receive such form of payment set forth in the
Agreement, or, if not, by check mailed by first class mail to the address of
such Certificateholder appearing in the Certificate Register. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the Corporate Trust Office or
such other location specified in the notice to Certificateholders of such
final distribution.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee, the Trust Administrator and the
E-6
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer or the Servicers, the Sellers, the Trustee and
the Trust Administrator with the consent of the Holders of Certificates
affected by such amendment evidencing the requisite Percentage Interest, as
provided in the Agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange therefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof,
in certain limited circumstances, without the consent of the Holders of any of
the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register of the Trust Administrator upon surrender of this
Certificate for registration of transfer at the Corporate Trust Office or the
office or agency maintained by the Trust Administrator in New York, New York,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the holder hereof or
such holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest in the Trust Fund will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, each Servicer, each Seller, the Trustee, the Trust
Administrator and any agent of the Depositor, the Trustee or the Trust
Administrator may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Master
Servicer or the Servicers, the Sellers, the Depositor, the Trustee, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On any Distribution Date on which the aggregate Stated Principal
Balance of the Group I Mortgage Loans, the Group II Mortgage Loans, the Group
III Mortgage Loans or the Group IV Mortgage Loans is less than 5% of the
Aggregate Loan Balance of the respective Loan Group as of the Cut-off Date,
Vesta will have the option to repurchase, in whole, from the Trust Fund all
remaining Mortgage Loans in such respective Group and all property acquired in
respect of the Mortgage Loans of such Group at a purchase price determined as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon the later of the maturity or other liquidation (or any advance
with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or
the disposition of all property in respect thereof and the distribution to
Certificateholders of all amounts required to be distributed pursuant to the
Agreement. In no event, however, will the trust created by the
E-7
Agreement continue beyond the expiration of 21 years from the death of the
last survivor of the descendants living at the date of the Agreement of a
certain person named in the Agreement.
Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
E-8
ASSIGNMENT
-----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to
assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Trust Administrator to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
_____________________________________________________________________________
Dated:
______________________________________
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ___________________________________________________________
______________________________________________________________________________,
for the account of ___________________________________________________________,
account number ___________, or, if mailed by check, to _______________________
______________________________________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to ____________________________________
______________________________________________________________________________
_____________________________________________________________________________.
This information is provided by, the assignee named above, or, as its agent.
E-9
EXHIBIT F
[FORM OF CLASS A-P CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE").
Certificate No. :
Cut-off Date : October 1, 2001
First Distribution Date : November 26, 2001
Initial Certificate Balance
of this Certificate
("Denomination") :
Initial Certificate Balances
of all Certificates
of this Class :
Percentage Interest :
CUSIP :
Pass-Through Rate : None
Maturity Date :
F-1
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Credit Suisse First Boston Mortgage Securities Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2001-26
Class A-P
evidencing a percentage interest in the distributions allocable to
the Certificates of the above-referenced Class with respect to a
Trust Fund consisting primarily of a pool of fixed rate conventional
mortgage loans (the "Mortgage Loans") secured by first liens on one-
to four-family residential properties.
Credit Suisse First Boston Mortgage Securities Corp., as Depositor
This Certificate does not evidence an obligation of, or an interest
in, and is not guaranteed by the Depositor, the Sellers, the Master Servicer
or the Servicers, the Trustee or the Trust Administrator referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that CEDE & CO, is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate by the aggregate of the denominations of all
Certificates of the Class to which this Certificate belongs) in certain
monthly distributions with respect to a Trust Fund consisting primarily of the
Mortgage Loans deposited by Credit Suisse First Boston Mortgage Securities
Corp. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement") among the Depositor, DLJ Mortgage Capital, Inc., as a seller (in
such capacity, a "Seller"), Washington Mutual Mortgage Securities Corp., as a
seller (in such capacity, a "Seller") and a servicer (in such capacity, a
"Servicer"), Bank One, National Association, as trustee (the "Trustee"), The
Chase Manhattan Bank, as trust administrator (the "Trust Administrator") and
Vesta Servicing L.P., as a special servicer (in such capacity, a "Special
Servicer").To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trust Administrator.
F-2
IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed.
Dated: October 30, 2001.
THE CHASE MANHATTAN BANK,
as Trust Administrator
By ________________________________
Countersigned:
By ___________________________
Authorized Signatory of
THE CHASE MANHATTAN BANK,
as Trust Administrator
F-3
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Credit Suisse First Boston Mortgage Securities Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2001-26
Class A-P
This Certificate is one of a duly authorized issue of Certificates
designated as Credit Suisse First Boston Mortgage Securities Corp.,
Mortgage-Backed Pass-Through Certificates, Series 2001-26, of the Series
specified on the face hereof (herein collectively called the "Certificates"),
and representing a beneficial ownership interest in the Trust Fund created by
the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Certificate Account
for payment hereunder and that neither the Trustee nor the Trust Administrator
is liable to the Certificateholders for any amount payable under this
Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee and the Trust Administrator.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month, or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose name this Certificate is registered at the close of business on the
applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement. The Record Date
applicable to each Distribution Date is (1) with respect to all Certificates
other than the LIBOR Certificates held in Book-Entry Form, the last day of the
calendar month preceding the month in which such Distribution Date occurs and
(2) with respect to the LIBOR Certificates held in Book-Entry Form only, the
close of business on the last Business Day of the calendar month immediately
preceding the calendar month of such Distribution Date.
Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trust Administrator in writing at least five
Business Days prior to the related Record Date and such Certificateholder
shall satisfy the conditions to receive such form of payment set forth in the
Agreement, or, if not, by check mailed by first class mail to the address of
such Certificateholder appearing in the Certificate Register. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the Corporate Trust Office or
such other location specified in the notice to Certificateholders of such
final distribution.
F-4
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee, the Trust Administrator and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Master Servicer or the
Servicers, the Sellers, the Trustee and the Trust Administrator with the
consent of the Holders of Certificates affected by such amendment evidencing
the requisite Percentage Interest, as provided in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register of the Trust Administrator upon surrender of this
Certificate for registration of transfer at the Corporate Trust Office or the
office or agency maintained by the Trust Administrator in New York, New York,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the holder hereof or
such holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest in the Trust Fund will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
The Depositor, each Servicer, each Seller, the Trustee, the Trust
Administrator and any agent of the Depositor, the Trustee or the Trust
Administrator may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Master
Servicer or the Servicers, the Sellers, the Depositor, the Trustee, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On any Distribution Date on which the aggregate Stated Principal
Balance of the Group I Mortgage Loans, the Group II Mortgage Loans, the Group
III Mortgage Loans or the Group IV Mortgage Loans is less than 5% of the
Aggregate Loan Balance of the respective Loan Group as of the Cut-off Date,
Vesta will have the option to repurchase, in whole, from the Trust Fund all
remaining Mortgage Loans in such respective Group and all property acquired in
respect of the Mortgage Loans of such Group at a purchase price determined as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon the later of the maturity or other liquidation (or any advance
with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or
the disposition of
F-5
all property in respect thereof and the distribution to Certificateholders of
all amounts required to be distributed pursuant to the Agreement. In no event,
however, will the trust created by the Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants
living at the date of the Agreement of a certain person named in the
Agreement.
Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
F-6
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
_____________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to
assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Trust Administrator to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________
Dated:
_______________________________________
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to _________________________________________________________
_____________________________________________________________________________,
for the account of __________________________________________________________,
account number ___________, or, if mailed by check, to _______________________
______________________________________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to ____________________________________
______________________________________________________________________________
_____________________________________________________________________________.
This information is provided by, the assignee named above, or, as its agent.
F-7
EXHIBIT G
FORM OF SERVICER INFORMATION
The following information will be e-mailed to the Trust Administrator in
accordance with Section 4.05:
Servicer Loan Number
Trust Loan Number (if applicable)
Scheduled Net Interest
Scheduled Principal
Curtailment Applied
Curtailment Adjustment
Mortgage Rate
Servicing Fee Rate
P&I Payment
Beginning Scheduled Balance
Ending Scheduled Balance
Ending Actual Principal Balance
Due Date
Prepayment in full Principal
Prepayment in full Net Interest
Delinquencies:
1-30
31-60
61-90
91 +
Foreclosures
REO Properties
Loss Amounts & Loss Types (i.e., Bankruptcy, Excess, Extraordinary,
Deficient Valuation, Debt Reduction)
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
First Security Investor Reporting
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Phone No. ▇▇▇-▇▇▇-▇▇▇▇
Fax No. ▇▇▇-▇▇▇-▇▇▇▇
kknight@fsir. com
▇▇▇▇ ▇▇▇▇▇
Bank One, National Association
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone No. ▇▇▇-▇▇▇-▇▇▇▇
Fax No. ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇_▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
G-1
EXHIBIT H
[Reserved]
H-1
EXHIBIT I
FORM OF INITIAL CERTIFICATION OF TRUSTEE
[_________________, 200_]
Credit Suisse First Boston Mortgage Securities Corp.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
DLJ Mortgage Capital, Inc.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Re: Pooling and Servicing Agreement ("Pooling and Servicing
Agreement") relating to [_______________] Mortgage-Backed
Pass-Through Certificates, Series 200_-___
Ladies and Gentlemen:
In accordance with and subject to the provisions of Section
2.02 of the Pooling and Servicing Agreement, the undersigned, as Trustee,
hereby certifies that, except for the exceptions noted on the schedule
attached hereto, it has (a) received an original Mortgage Note with respect to
each Mortgage Loan listed on the Mortgage Loan Schedule and (b) received an
original Mortgage (or a certified copy thereof) with respect to each Mortgage
Loan listed on the Mortgage Loan Schedule in accordance with Section 2.01 of
the Pooling and Servicing Agreement. The Trustee has made no independent
examination of any documents contained in each Mortgage File beyond the review
specifically mentioned above. The Trustee makes no representations as to: (i)
the validity, legality, sufficiency, enforceability or genuineness of any of
the documents delivered in accordance with Section 2.01 of the Pooling and
Servicing Agreement or any of the Mortgage Loans identified in the Mortgage
Loan Schedule, or (ii) the collectibility, insurability, effectiveness or
suitability of any such Mortgage Loan.
The Trustee acknowledges receipt of notice that the
Depositor has granted to the Trustee for the benefit of the Certificateholders
a security interest in all of the Depositor's right, title and interest in and
to the Mortgage Loans.
Capitalized terms used herein without definition shall have
the meaning assigned to them in the Pooling and Servicing Agreement.
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By: _____________________________
Authorized Representative
I-1
EXHIBIT J
FORM OF FINAL CERTIFICATION OF TRUSTEE
[date]
Credit Suisse First Boston Mortgage Securities Corp.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
DLJ Mortgage Capital, Inc.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Re: Pooling and Servicing Agreement ("Pooling and Servicing
Agreement") relating to [______________] Mortgage-Backed
Pass-Through Certificates, Series 200_-___
Ladies and Gentlemen:
In accordance with and subject to the provisions of Section 2.02 of
the above-referenced Pooling and Servicing Agreement the undersigned, as
Trustee, hereby certifies that, except for the exceptions noted on the
schedule attached hereto, as to each Mortgage Loan listed in the Mortgage Loan
Schedule it has reviewed the Mortgage File and has determined that (based
solely on its review of each such documents on its face) (i) all documents
described in clauses (i)-(v) of Section 2.01(b) of the Pooling and Servicing
Agreement are in its possession, (ii) such documents have been reviewed by it
and have not been mutilated, damaged, defaced, torn or otherwise physically
altered and such documents relate to such Mortgage Loan and (iii) each
Mortgage Note has been endorsed and each assignment of Mortgage has been
delivered as provided in Section 2.01 of the Pooling and Servicing Agreement.
The Trustee has made no independent examination of any documents required to
be delivered in accordance with Section 2.01 of the Pooling and Servicing
Agreement beyond the review specifically required therein. The Trustee makes
no representations as to: (i) the validity, legality, sufficiency,
enforceability or genuineness of any of the documents required to be delivered
in accordance with Section 2.01 of the Pooling and Servicing Agreement or any
of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the
collectibility, insurability, effectiveness or suitability of any such
Mortgage Loan.
J-1
Capitalized terms used herein without definition have the meanings
ascribed to them in the Pooling and Servicing Agreement.
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By: ______________________________
Authorized Representative
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EXHIBIT K
FORM OF REQUEST FOR RELEASE
[date]
To: Bank One, National Association
In connection with the administration of the Mortgage Loans
held by you as Trustee under Pooling and Servicing Agreement dated as of
October 1, 2001 among the Credit Suisse First Boston Mortgage Securities
Corp., as depositor, DLJ Mortgage Capital, Inc., as a seller (in such
capacity, a "Seller"), Washington Mutual Mortgage Securities Corp., as a
seller (in such capacity, a "Seller") and a servicer (in such capacity, a
"Servicer"), Bank One, National Association, as trustee (the "Trustee"), The
Chase Manhattan Bank, as trust administrator (the "Trust Administrator") and
Vesta Servicing L.P., as a special servicer (in such capacity, a "Special
Servicer"). (the "Pooling and Servicing Agreement"), the undersigned hereby
requests a release of the Mortgage File held by you as Trustee with respect to
the following described Mortgage Loan for the reason indicated below.
Mortgagor's Name:
Address:
Loan No.:
Reason for requesting file:
____ 1. Mortgage Loan paid in full.
(The Servicer hereby certifies that all amounts received
in connection with the Mortgage Loan have been or will
be credited to the Certificate Account pursuant to the
Pooling and Servicing Agreement.)
____ 2. Mortgage Loan repurchased.
(The Servicer hereby certifies that the Purchase Price
has been credited to the Certificate Account pursuant to
the Pooling and Servicing Agreement.)
____ 3. The Mortgage Loan is being foreclosed.
____ 4. Other. (Describe)
The undersigned acknowledges that the above Mortgage File
will be held by the undersigned in accordance with the provisions of the
Pooling and Servicing Agreement and will be returned, except if the Mortgage
Loan has been paid in full or repurchased (in which case the Mortgage File
will be retained by us permanently) when no longer required by us for such
purpose.
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Capitalized terms used herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.
[NAME OF SERVICER]
By: ____________________________
Name:
Title:
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EXHIBIT L
FORM OF TRANSFEROR CERTIFICATE
[date]
Credit Suisse First Boston Mortgage Securities Corp.
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[Trust Administrator]
Re: [______________] Mortgage-Backed Pass-Through
Certificates, Series 200_-__
Ladies and Gentlemen:
In connection with our disposition of the above Certificates
we certify that (a) we understand that the Certificates have not been
registered under the Securities Act of 1933, as amended (the "Act"), and are
being disposed by us in a transaction that is exempt from the registration
requirements of the Act, (b) we have not offered or sold any Certificates to,
or solicited offers to buy any Certificates from, any person, or otherwise
approached or negotiated with any person with respect thereto, in a manner
that would be deemed, or taken any other action which would result in, a
violation of Section 5 of the Act and (c) to the extent we are disposing of a
Class AR Certificate, we have no knowledge the Transferee is not a Permitted
Transferee.
Very truly yours,
___________________________
Print Name of Transferor
By: _______________________
Authorized Officer
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EXHIBIT M-1
FORM OF INVESTMENT LETTER
[date]
Credit Suisse First Boston Mortgage Securities Corp.
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[Trust Administrator]
Re: [______________] Mortgage-Backed Pass-Through
Certificates, Series 200_-__
Ladies and Gentlemen:
In connection with our acquisition of the above Certificates
we certify that (a) we understand that the Certificates are not being
registered under the Securities Act of 1933, as amended (the "Act"), or any
state securities laws and are being transferred to us in a transaction that is
exempt from the registration requirements of the Act and any such laws, (b) we
are an "accredited investor," as defined in Regulation D under the Act, and
have such knowledge and experience in financial and business matters that we
are capable of evaluating the merits and risks of investments in the
Certificates, (c) we have had the opportunity to ask questions of and receive
answers from the Depositor concerning the purchase of the Certificates and all
matters relating thereto or any additional information deemed necessary to our
decision to purchase the Certificates, (d) either (i) we are not an employee
benefit plan that is subject to the Employee Retirement Income Security Act of
1974, as amended, or a plan or arrangement that is subject to Section 4975 of
the Internal Revenue Code of 1986, as amended, nor are we acting on behalf of
any such plan or arrangement nor are we using the assets of any such plan or
arrangement to effect such acquisition or (ii) if we are an insurance company,
we are purchasing such Certificates with funds contained in an "insurance
company general account" (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the
purchase and holding of such Certificates are covered under Sections I and III
of PTCE 95-60, (e) we are acquiring the Certificates for investment for our
own account and not with a view to any distribution of such Certificates (but
without prejudice to our right at all times to sell or otherwise dispose of
the Certificates in accordance with clause (g) below), (f) we have not offered
or sold any Certificates to, or solicited offers to buy any Certificates from,
any person, or otherwise approached or negotiated with any person with respect
thereto, or taken any other action which would result in a violation of
Section 5 of the Act, and (g) we will not sell, transfer or otherwise dispose
of any Certificates unless (1) such sale, transfer or other disposition is
made pursuant to an effective registration statement under the Act or is
exempt from such registration requirements, and if requested, we will at our
expense provide an opinion of counsel satisfactory to the addressees of this
Certificate that such sale, transfer or other disposition may be made pursuant
to an exemption from the Act, (2) the purchaser or transferee of such
Certificate has executed and delivered to you a certificate to substantially
the same effect as this certificate, and
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(3) the purchaser or transferee has otherwise complied with any conditions for
transfer set forth in the Pooling and Servicing Agreement.
Very truly yours,
________________________
Print Name of Transferee
By:_____________________________
Authorized Officer
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EXHIBIT M-2
FORM OF RULE 144A LETTER
[date]
Credit Suisse First Boston Mortgage Securities Corp.
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[Trust Administrator]
Re: [_____________] Mortgage-Backed Pass-Through
Certificates, Series 200_-__
Ladies and Gentlemen:
In connection with our acquisition of the above Certificates
we certify that (a) we understand that the Certificates are not being
registered under the Securities Act of 1933, as amended (the "Act"), or any
state securities laws and are being transferred to us in a transaction that is
exempt from the registration requirements of the Act and any such laws, (b) we
have such knowledge and experience in financial and business matters that we
are capable of evaluating the merits and risks of investments in the
Certificates, (c) we have had the opportunity to ask questions of and receive
answers from the Depositor concerning the purchase of the Certificates and all
matters relating thereto or any additional information deemed necessary to our
decision to purchase the Certificates, (d) either (i) we are not an employee
benefit plan that is subject to the Employee Retirement Income Security Act of
1974, as amended, or a plan or arrangement that is subject to Section 4975 of
the Internal Revenue Code of 1986, as amended, nor are we acting on behalf of
any such plan or arrangement nor using the assets of any such plan or
arrangement to effect such acquisition, or (ii) if an insurance company, we
are purchasing the Certificates with funds contained in an "insurance company
general account" (as defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTCE 95-60")) and our purchase and holding of the
Certificates are covered under Sections I and III of PTCE 95-60, (e) we have
not, nor has anyone acting on our behalf offered, transferred, pledged, sold
or otherwise disposed of the Certificates, any interest in the Certificates or
any other similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Certificates, any interest in the
Certificates or any other similar security from, or otherwise approached or
negotiated with respect to the Certificates, any interest in the Certificates
or any other similar security with, any person in any manner, or made any
general solicitation by means of general advertising or in any other manner,
or taken any other action, that would constitute a distribution of the
Certificates under the Act or that would render the disposition of the
Certificates a violation of Section 5 of the Act or require registration
pursuant thereto, nor will act, nor has authorized or will authorize any
person to act, in such manner with respect to the Certificates, (f) we are a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Act ("Rule 144A") and have completed either of the forms of certification to
that effect attached hereto as Annex 1 or Annex 2, (g) we are aware that the
sale to us is being made in reliance on Rule 144A, and (i) we are acquiring
the Certificates for our own account or for resale pursuant to Rule 144A and
further,
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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 Transferee
By:_________________________
Authorized Officer
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EXHIBIT N
FORM OF INVESTOR TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] or [Name of Owner] (record
or beneficial owner (the "Owner") of the Class AR Certificates (the "Class AR
Certificates")), a [savings institution] [corporation] duly organized and
existing under the laws of [the State of ] [the
United States], on behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified
organization" as of [date of transfer] within the meaning of Section
860E(e)(5) of the Internal Revenue Code of 1986, as amended (the "Code"), (ii)
will endeavor to remain other than a disqualified organization for so long as
it retains its ownership interest in the Class AR Certificates, and (iii) is
acquiring the Class AR Certificates for its own account. A "Permitted
Transferee" is any person other than a "disqualified organization". (For this
purpose, a "disqualified organization" means the United States, any state or
political subdivision thereof, any agency or instrumentality of any of the
foregoing (other than an instrumentality all of the activities of which are
subject to tax and, except for the Federal Home Loan Mortgage Corporation, a
majority of whose board of directors is not selected by any such governmental
entity) or any foreign government, international organization or any agency or
instrumentality of such foreign government or organization, any rural electric
or telephone cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax unless such
organization is subject to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be
imposed on transfers of Class AR Certificates to disqualified organizations
under the Code; (ii) that such tax would be on the transferor, or, if such
transfer is through an agent (which person includes a broker, nominee or
middleman) for a non-Permitted Transferee, on the agent; (iii) that the person
otherwise liable for the tax shall be relieved of liability for the tax if the
transferee furnishes to such person an affidavit that the transferee is a
Permitted Transferee and, at the time of transfer, such person does not have
actual knowledge that the affidavit is false; and (iv) that the Class AR
Certificates may be "noneconomic residual interests" within the meaning of
Treasury regulations promulgated pursuant to the Code and that the transferor
of a noneconomic residual interest will remain liable for any taxes due with
respect to the income on such residual interest, if a significant purpose of
the transfer was to enable the transferor to impede the assessment or
collection of tax.
4. That the Owner is aware of the tax imposed on a
"pass-through entity" holding Class AR Certificates if at any time during the
taxable year of the pass-through entity a non-Permitted Transferee is the
record holder of an interest in such entity. (For this purpose, a
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"pass through entity" includes a regulated investment company, a real estate
investment trust or common trust fund, a partnership, trust or estate, and
certain cooperatives.)
5. That the Owner is aware that the Trustee will not
register the Transfer of any Class AR Certificates unless the transferee, or
the transferee's agent, delivers to it an affidavit and agreement, among other
things, in substantially the same form as this affidavit and agreement. The
Owner expressly agrees that it will not consummate any such transfer if it
knows or believes that any of the representations contained in such affidavit
and agreement are false.
6. That the Owner has reviewed the restrictions set forth on
the face of the Class AR Certificates and the provisions of Section 6.02 of
the Pooling and Servicing Agreement under which the Class AR Certificates were
issued. The Owner expressly agrees to be bound by and to comply with such
restrictions and provisions.
7. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to
constitute a reasonable arrangement to ensure that the Class AR Certificates
will only be owned, directly or indirectly, by an Owner that is a Permitted
Transferee.
8. That the Owner's Taxpayer Identification Number
is ________________.
9. That the Owner is a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States, any State thereof or the District of
Columbia, or an estate or trust whose income from sources without the United
States is includable in gross income for United States federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States.
10. That no purpose of the Owner relating to the purchase of
the Class AR Certificate by the Owner is or will be to impede the assessment
or collection of tax.
11. That the Owner has no present knowledge or expectation
that it will be unable to pay any United States taxes owed by it so long as
any of the Certificates remain outstanding.
12. That the Owner has no present knowledge or expectation
that it will become insolvent or subject to a bankruptcy proceeding for so
long as any of the Certificates remain outstanding.
13. That no purpose of the Owner relating to any sale of the
Class AR Certificate by the Owner will be to impede the assessment or
collection of tax.
14. The Owner hereby agrees to cooperate with the Trustee
and to take any action required of it by the Code or Treasury regulations
thereunder (whether now or hereafter promulgated) in order to create or
maintain the REMIC status of the Trust Fund.
15. That the Owner
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(a) is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue
Code of 1986, as amended (the "Code") (a "Plan"), or any other person
(including an investment manager, a named fiduciary or a trustee of any Plan)
acting, directly or indirectly, on behalf of or purchasing any Certificate
with "plan assets" of any Plan; or
(b) is an insurance company, the source of funds to be used
by it to purchase the Certificates is an "insurance company general account"
(within the meaning of Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon the
availability of the exemptive relief afforded under Sections I and III of PTCE
95-60.
16. The Owner hereby agrees that it will not take any action
that could endanger the REMIC status of the Trust Fund or result in the
imposition of tax on the Trust Fund unless counsel for, or acceptable to, the
Trustee has provided an opinion that such action will not result in the loss
of such REMIC status or the imposition of such tax, as applicable.
17. The Owner has provided financial statements or other
financial information requested by the transferor in connection with the
transfer of the Residual Certificates to permit the transferor to assess the
financial capability of the Owner to pay any such taxes.
IN WITNESS WHEREOF, the Owner has caused this instrument to
be executed on its behalf, pursuant to the authority of its Board of
Directors, by its [Title of Officer] and its corporate seal to be hereunto
attached, attested by its [Assistant] Secretary, this ____ day of ___________.
[NAME OF OWNER]
By: _______________________________
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
_______________________
[Assistant] Secretary
Personally appeared before me the above-named [Name of
Officer], known or proved to me to be the same person who executed the
foregoing instrument and to be the [Title of Officer] of the Owner, and
acknowledged to me that he executed the same as his free act and deed and the
free act and deed of the Owner.
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Subscribed and sworn before me this _____ day of ___________.
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NOTARY PUBLIC
COUNTY OF ______________________________
STATE OF _______________________________
My Commission expires the _____day of
__________________, 20____.
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EXHIBIT O
FORM OF TRANSFER CERTIFICATE
[date]
Credit Suisse First Boston Mortgage Securities Corp.
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[_____________________]
[_____________________]
[_____________________]
Re: [____________________] Mortgage-Backed Pass-Through
Certificates, Series 200_-___, Class AR (the
"Certificates")
Ladies and Gentlemen:
This letter is delivered to you in connection with the sale
by _________________ (the "Seller") to ____________________________________
(the "Purchaser") of a _______% Percentage Interest in the above referenced
Certificates, pursuant to Section 6.02 of the Pooling and Servicing Agreement
dated as of October 1, 2001 (the "Pooling and Servicing Agreement") among the
Depositor, DLJ Mortgage Capital, Inc., as a seller (in such capacity, a
"Seller"), Washington Mutual Mortgage Securities Corp., as a seller (in such
capacity, a "Seller") and a servicer (in such capacity, a "Servicer"), Bank
One, National Association, as trustee (the "Trustee"), The Chase Manhattan
Bank, as trust administrator (the "Trust Administrator") and Vesta Servicing
L.P., as a special servicer (in such capacity, a "Special Servicer"). All
terms used herein and not otherwise defined shall have the meanings set forth
in the Pooling and Servicing Agreement. The Seller hereby certifies,
represents and warrants to, and covenants with, the Depositor, the Trust
Administrator and the Trustee that:
1. No purpose of the Seller relating to sale of the
Certificate by the Seller to the Purchaser is or will be to enable the Seller
to impede the assessment or collection of any tax.
2. The Seller understands that the Purchaser has delivered
to the Trustee a transfer affidavit and agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit K. The Seller does not know or
believe that any representation contained therein is false.
3. The Seller has no actual knowledge that the proposed
Transferee is not a Permitted Transferee.
4. The Seller has no actual knowledge that the Purchaser
would be unwilling or unable to pay taxes due on its share of the taxable
income attributable to the Certificate.
5. The Seller has conducted a reasonable investigation of
the financial condition of the Purchaser and, as a result of the
investigation, found that the Purchaser has
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historically paid its debts as they came due, and found no significant evidence
to indicate that the Purchaser will not continue to pay its debts as they come
due in the future.
6. The Purchaser has represented to the Seller that, if the
Certificate constitutes a noneconomic residual interest, it (i) understands
that as holder of a noneconomic residual interest it may incur tax liabilities
in excess of any cash flows generated by the interest, and (ii) intends to pay
taxes associated with its holding of the Certificate as they become due.
Very truly yours,
[SELLER]
By: ___________________________
Name:
Title:
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EXHIBIT P
FORM OF ESCROW ACCOUNT CERTIFICATE
[On file]
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EXHIBIT Q
FORM OF ESCROW ACCOUNT LETTER
[On file]
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EXHIBIT R
FORM OF CERTIFICATE INSURANCE POLICY
R-1
EXHIBIT S
FORM OF MGIC PMI POLICY
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