Execution Copy
CREDIT SUISSE FIRST
BOSTON MORTGAGE SECURITIES CORP.,
Depositor,
DLJ MORTGAGE CAPITAL,
INC.,
Seller,
WELLS FARGO BANK
N.A.,
Servicer, Master
Servicer and Trust Administrator,
WASHINGTON MUTUAL
MORTGAGE SECURITIES CORP.,
Servicer,
SELECT PORTFOLIO
SERVICING, INC.,
Servicer
and
U.S. BANK NATIONAL
ASSOCIATION,
Trustee
POOLING AND SERVICING
AGREEMENT
Dated as of September
1, 2006
relating to
CSAB MORTGAGE-BACKED
PASS-THROUGH CERTIFICATES, SERIES 2006-2
TABLE OF CONTENTS
ARTICLE I DEFINITIONS
7
ARTICLE II CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND
WARRANTIES
53
SECTION 2.01
Conveyance of Trust Fund.
53
SECTION 2.02
Acceptance by the Trustee.
57
SECTION 2.03
Representations and Warranties of the
Seller, Master Servicer and Servicers.
60
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.
63
SECTION 2.07
REMIC Provisions.
63
SECTION 2.08
Covenants of the Master Servicer and each
Servicer.
69
ARTICLE III ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
70
SECTION 3.01
Master Servicing and Servicing of
Mortgage Loans.
70
SECTION 3.02
Subservicing; Enforcement of the
Obligations of Sub-Servicers.
72
SECTION 3.03
Master Servicing by Master
Servicer
74
SECTION 3.04
Trustee to Act as Master Servicer or
Servicer.
75
SECTION 3.05
Collection of Mortgage Loans; Collection
Accounts; Certificate Account.
75
SECTION 3.06
Establishment of and Deposits to Escrow
Accounts; Permitted Withdrawals from
Escrow Accounts; Payments of Taxes,
Insurance and Other Charges.
79
SECTION 3.07
Access to Certain Documentation and
Information Regarding the Non-Designated
Mortgage Loans; Inspections.
81
SECTION 3.08
Permitted Withdrawals from the Collection
Accounts and Certificate Account.
81
SECTION 3.09
Maintenance of Hazard Insurance; Mortgage
Impairment Insurance and Mortgage
Guaranty Insurance Policy; Claims;
Restoration of Mortgaged Property.
84
SECTION 3.10
Enforcement of Due-on-Sale Clauses;
Assumption Agreements.
87
SECTION 3.11
Realization Upon Defaulted Mortgage
Loans; Repurchase of Certain Mortgage
Loans.
89
SECTION 3.12
Trustee and Trust Administrator to
Cooperate; Release of Mortgage Files.
93
SECTION 3.13
Documents, Records and Funds in
Possession a Servicer to be Held for the
Trust.
93
SECTION 3.14
Servicing Compensation and Master
Servicing Compensation.
94
SECTION 3.15
Access to Certain
Documentation.
95
SECTION 3.16
[Reserved].
95
SECTION 3.17
[Reserved].
95
SECTION 3.18
Maintenance of Fidelity Bond and Errors
and Omissions Insurance.
95
SECTION 3.19
Special Serviced Mortgage
Loans.
96
SECTION 3.20
Designated Mortgage Loans.
97
SECTION 3.21
Indemnification of Servicers and Master
Servicer
99
SECTION 3.22
Prepayment Premiums.
99
ARTICLE IV PAYMENTS AND STATEMENTS TO
CERTIFICATEHOLDERS
101
SECTION 4.01
Priorities of Distribution.
101
SECTION 4.02
Allocation of Losses.
107
SECTION 4.03
Recoveries.
107
SECTION 4.04
Monthly Statements to
Certificateholders.
107
SECTION 4.05
Servicers and Master Servicer to
Cooperate.
108
SECTION 4.06
[Reserved].
109
SECTION 4.07
Basis Risk Reserve Fund.
109
SECTION 4.08
The Interest Rate Cap
Agreements.
110
ARTICLE V ADVANCES BY THE MASTER SERVICER
AND SERVICERS
113
SECTION 5.01
Advances by the Master Servicer and
Servicers.
113
ARTICLE VI THE CERTIFICATES
115
SECTION 6.01
The Certificates.
115
SECTION 6.02
Registration of Transfer and Exchange of
Certificates.
116
SECTION 6.03
Mutilated, Destroyed, Lost or Stolen
Certificates.
121
SECTION 6.04
Persons Deemed Owners.
121
SECTION 6.05
Access to List of
Certificateholders’ Names and Addresses.
122
SECTION 6.06
Maintenance of Office or
Agency.
122
SECTION 6.07
Book-Entry Certificates.
122
SECTION 6.08
Notices to Clearing Agency.
123
SECTION 6.09
Definitive Certificates.
123
ARTICLE VII THE DEPOSITOR, THE SELLER,
THE MASTER SERVICER, THE SERVICERS
AND ANY SPECIAL SERVICER
125
SECTION 7.01
Liabilities of the Seller, the Depositor,
the Master Servicer, the Servicers and any
Special Servicer.
125
SECTION 7.02
Merger or Consolidation of the Seller,
the Depositor, the Master Servicer, the
Servicers or any Special
Servicer.
125
SECTION 7.03
Limitation on Liability of the Seller,
the Depositor, the Master Servicer, the
Servicers, any Special Servicer and
Others.
126
SECTION 7.04
Master Servicer and Servicer Not to
Resign; Transfer of Servicing.
127
SECTION 7.05
Master Servicer, Seller, Special Servicer
and Servicers May Own Certificates.
128
ARTICLE VIII DEFAULT
129
SECTION 8.01
Events of Default.
129
SECTION 8.02
Master Servicer or 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
135
SECTION 9.01
Duties of Trustee.
135
SECTION 9.02
Certain Matters Affecting the
Trustee.
137
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.
139
SECTION 9.06
Eligibility Requirements for
Trustee.
139
SECTION 9.07
Resignation and Removal of
Trustee.
140
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
143
SECTION 10.01
Duties of Trust Administrator.
143
SECTION 10.02
Certain Matters Affecting the Trust
Administrator.
145
SECTION 10.03
Trust Administrator Not Liable for
Certificates or Mortgage Loans.
146
SECTION 10.04
Trust Administrator May Own
Certificates.
147
SECTION 10.05
Trust Administrator’s Fees and
Expenses.
147
SECTION 10.06
Eligibility Requirements for Trust
Administrator.
148
SECTION 10.07
Resignation and Removal of Trust
Administrator.
148
SECTION 10.08
Successor Trust Administrator.
149
SECTION 10.09
Merger or Consolidation of Trust
Administrator.
150
SECTION 10.10
Appointment of Co-Trust Administrator or
Separate Trust Administrator.
150
SECTION 10.11
Office of the Trust
Administrator.
152
SECTION 10.12
Tax Return.
152
SECTION 10.13
[Reserved].
152
SECTION 10.14
Determination of Certificate
Index.
152
ARTICLE XI TERMINATION
153
SECTION 11.01
Termination upon Liquidation or Purchase
of all Mortgage Loans.
153
SECTION 11.02
Determination of the Terminating
Entity
154
SECTION 11.03
Procedure Upon Optional Termination or
Auction Sale.
156
SECTION 11.04
Additional Termination
Requirements.
157
ARTICLE XII MISCELLANEOUS
PROVISIONS
159
SECTION 12.01
Amendment.
159
SECTION 12.02
Recordation of Agreement;
Counterparts.
161
SECTION 12.03
Governing Law.
162
SECTION 12.04
Intention of Parties.
162
SECTION 12.05
Notices.
163
SECTION 12.06
Severability of Provisions.
164
SECTION 12.07
Limitation on Rights of
Certificateholders.
164
SECTION 12.08
Certificates Nonassessable and Fully
Paid.
165
SECTION 12.09
Protection of Assets.
165
SECTION 12.10
Non-Solicitation.
165
ARTICLE XIII CERTAIN MATTERS REGARDING
THE CERTIFICATE INSURER
167
SECTION 13.01
Exercise of Rights of Holder of the
Insured Certificates.
167
SECTION 13.02
Trustee and Trust Administrator to Act
Solely with Consent of Certificate
Insurer.
167
SECTION 13.03
Trust Fund and Accounts Held for Benefit
of Certificate Insurer.
167
SECTION 13.04
Claims Upon the Policy; Policy Payments
Account.
168
SECTION 13.05
Effect of Payments by Certificate
Insurer; Subrogation.
171
SECTION 13.06
Notices to Certificate
Insurer.
172
SECTION 13.07
Third Party Beneficiary.
172
SECTION 13.08
Trustee to Hold the Policy.
172
SECTION 13.09
Termination of Certain of Certificate
Insurer’s Rights.
173
SECTION 13.10
Survival of Indemnification.
173
ARTICLE XIV EXCHANGE ACT
REPORTING
173
SECTION 14.01
Commission Reporting.
173
SECTION 14.02
Form 10-D Reporting
174
SECTION 14.03
Form 10-K Reporting
175
SECTION 14.04
Form 8-K Reporting
176
SECTION 14.05
Delisting; Amendment; Late Filing of
Reports
177
SECTION 14.06
Annual Statements of
Compliance
178
SECTION 14.07
Annual Assessments of
Compliance
179
SECTION 14.08
Accountant’s Attestation
180
SECTION 14.09
Sarbanes-Oxley Certification
181
SECTION 14.10
Indemnification
182
SECTION 14.11
Exchange Act Reporting by
WMMSC
182
EXHIBITS
Exhibit A:
Form of Class A Certificate
A-1
Exhibit B:
Form of Class C-B Certificate
B-1
Exhibit C:
Form of Class AR Certificate
C-1
Exhibit D:
Form of Class X Certificates
D-1
Exhibit E:
Form of Class P Certificate
E-1
Exhibit F:
Form of Class M Certificate
F-1
Exhibit G:
[reserved]
G-1
Exhibit H:
Form of Reverse of
Certificates
H-1
Exhibit I:
Form of Servicer Information
I-1
Exhibit I-A:
Form of Servicer Information
(WMMSC)
I-13
Exhibit J:
Form of Initial Certification of
Trustee
J-1
Exhibit K:
Form of Final Certification of
Trustee
K-1
Exhibit L:
Form of Request for Release
L-1
Exhibit M:
Form of Transferor Certificate
M-1
Exhibit N-1
Form of Investment Letter
N-1-1
Exhibit N-2:
Form of Rule 144A Letter
N-2-1
Exhibit N-3:
Regulation S Letter
N-3-1
Exhibit O:
Form of Investor Transfer Affidavit and
Agreement
O-1
Exhibit P:
Form of Transfer Certificate
P-1
Exhibit Q:
Relevant Servicing Criteria
Q-1
Exhibit R:
Additional Form 10-D
Disclosure
R-1
Exhibit S:
Form of Monthly Statement to
Certificateholders
S-1
Exhibit T:
Form 8-K Disclosure
Information
T-1
Exhibit U:
Form of Annual Certification
U-1
Exhibit V:
Additional Disclosure
Notification
V-1
Exhibit W:
Additional Form 10-K
Disclosure
W-1
SCHEDULES
Schedule I:
Mortgage Loan Schedule
I-1
Schedule IIA:
Representations and Warranties of
DLJMC
IIA-1
Schedule IIB:
Representations and Warranties of Wells
Fargo
IIB-1
Schedule IIC:
Representations and Warranties of
SPS
IIC-1
Schedule IID:
Representations and Warranties of Wells
Fargo
IID-1
Schedule IIE:
Representations and Warranties of
WMMSC
IIE-1
Schedule III:
Representations and Warranties of DLJMC
as to the DLJMC Mortgage Loans
IIIA-1
THIS POOLING AND SERVICING AGREEMENT,
DATED AS OF SEPTEMBER 1, 2006, IS HEREBY EXECUTED BY AND AMONG
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., A
DELAWARE CORPORATION, AS DEPOSITOR (THE “DEPOSITOR”),
DLJ MORTGAGE CAPITAL, INC. (“DLJMC”), A DELAWARE
CORPORATION, AS SELLER (“SELLER”), WELLS FARGO BANK,
N.A. (“WELLS FARGO”), A NATIONAL BANKING ASSOCIATION,
IN ITS CAPACITY AS A SERVICER (A “SERVICER”), AS MASTER
SERVICER (THE “MASTER SERVICER”) AND AS TRUST
ADMINISTRATOR (THE “TRUST ADMINISTRATOR”), WASHINGTON
MUTUAL MORTGAGE SECURITIES CORP. (“WMMSC”), A DELAWARE
CORPORATION, AS A SERVICER (A “SERVICER”), SELECT
PORTFOLIO SERVICING, INC. (“SPS”), A UTAH CORPORATION,
IN ITS CAPACITY AS A SERVICER (A “SERVICER”) AND
U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS
TRUSTEE (THE “TRUSTEE”). CAPITALIZED TERMS USED
IN THIS AGREEMENT AND NOT OTHERWISE DEFINED WILL HAVE THE MEANINGS
ASSIGNED TO THEM IN ARTICLE I BELOW.
PRELIMINARY STATEMENT
As provided herein, the Trust
Administrator shall elect that the Trust Fund (exclusive of the
Supplemental Interest Trust, the Interest Rate Cap Accounts, the
Interest Rate Cap Agreements and the Basis Risk Reserve Fund) be
treated for federal income tax purposes as comprising two real
estate mortgage investment conduits (each a “REMIC” or,
in the alternative, “Subsidiary REMIC 1” and
“Master REMIC”). Each Class of Certificates,
other than the Class AR Certificates and exclusive of the right to
receive amounts from the Basis Risk Reserve Fund or Supplemental
Interest Trust in the case of each Certificate other than the Class
X, Class P or Class AR Certificates, represents ownership of a
regular interest in the Master REMIC for purposes of the REMIC
Provisions. The Class AR Certificates represent ownership of
the sole class of residual interest in each REMIC for purposes of
the REMIC Provisions. The Master REMIC shall hold as its
assets the Class P Reserve Fund and several classes of
uncertificated Lower Tier Interests in Subsidiary REMIC 1, other
than the Class LT1-R Interest, and each such Lower Tier Interest is
hereby designated as a regular interest in Subsidiary REMIC 1.
Subsidiary REMIC 1 shall hold as its assets the Mortgage
Loans and all collections and accounts related thereto. The
startup day for each REMIC created hereby for purposes of the REMIC
Provisions is the Closing Date. In addition, for purposes of
the REMIC Provisions, the latest possible maturity date for each
regular interest in each REMIC created hereby is the Distribution
Date following the third anniversary of the scheduled maturity date
of the Mortgage Loan having the latest scheduled maturity date as
of the Cut-off Date.
Subsidiary REMIC 1
The following table sets forth (or
describes) the class designation, interest rate, and initial
principal amount for each uncertificated REMIC interest in
Subsidiary REMIC 1:
|
Subsidiary REMIC 1 Interest
|
Initial Principal Balance
|
Interest Rate
|
Corresponding Class of Master REMIC Certificates
|
|
LT1-A-1-A
|
(1)
|
(3)
|
A-1-A
|
|
LT1-A-1-B-1
|
(1)
|
(3)
|
A-1-B-1
|
|
LT1-A-1-B-2
|
(1)
|
(3)
|
A-1-B-2
|
|
LT1-A-1-C
|
(1)
|
(3)
|
A-1-C
|
|
LTI-A-2
|
(1)
|
(3)
|
A-2
|
|
LT1-A-3-A
|
(1)
|
(3)
|
A-3-A
|
|
LT1-A-3-B
|
(1)
|
(3)
|
A-3-B
|
|
LT1-A-4
|
(1)
|
(3)
|
A-4
|
|
LT1-A-5-A
|
(1)
|
(3)
|
A-5-A
|
|
LT1-A-5-B
|
(1)
|
(3)
|
A-5-B
|
|
LT1-A-6-A
|
(1)
|
(3)
|
A-6-A
|
|
LT1-A-6-B
|
(1)
|
(3)
|
A-6-B
|
|
LT1-M-1
|
(1)
|
(3)
|
M-1
|
|
LT1-M-2-A
|
(1)
|
(3)
|
M-2-A
|
|
LT1-M-2-B
|
(1)
|
(3)
|
M-2-B
|
|
LT1-M-3
|
(1)
|
(3)
|
M-3
|
|
LT1-M-4
|
(1)
|
(3)
|
M-4
|
|
LT1-M-5
|
(1)
|
(3)
|
M-5
|
|
LT1-M-6
|
(1)
|
(3)
|
M-6
|
|
LT1-AR
|
(1)
|
(3)
|
AR
|
|
LT1-Q
|
(2)
|
(3)
|
N/A
|
|
LT1-R
|
(4)
|
(4)
|
N/A
|
________________
(1)
This interest has an
initial principal balance equal to one-half of the initial Class
Principal Balance of its Corresponding Class of Master REMIC
Certificates.
(2)
This interest has an
initial principal balance equal to the excess of (i) the aggregate
of the Stated Principal Balances, as of the Cut-Off Date, of the
Mortgage Loans less (ii) the sum of the initial principal balances
of each other interest in Subsidiary REMIC 1.
(3)
This interest shall bear
interest at a per annum rate equal to the weighted average of the
Net Mortgage Rates of the Mortgage Loans, adjusted to reflect any
amounts paid in respect of Certificate Insurer Premiums
.
(4)
The Class LT1-R Interest
is the sole class of residual interest in Subsidiary REMIC 1.
It does not have an interest rate or a principal balance.
The Class AR Certificate represents beneficial ownership
interest of the Class LT1-R Interest.
On each Distribution Date, the Trust
Administrator shall allocate interest (in an amount equal to the
aggregate amount of interest distributable on such Distribution
Date with respect to the Mortgage Loans to the Interests in
Subsidiary REMIC 1 at the rates shown above, pro rata, based on the
amount of interest accrued on each such Interest for the related
Interest Accrual Period, provided, however, that interest
that accrues on the Class LT1-Q Interest shall be deferred in an
amount equal to one-half of the increase, if any, in the
Overcollateralization Amount for such Distribution Date. Any
interest so deferred shall itself bear interest at the interest
rate for the Class LT1-Q Interest. An amount equal to the
interest so deferred shall be distributed as additional principal
on the other Subsidiary REMIC 1 Interests having a principal
balance in the manner described below.
On each Distribution Date, principal
collections and realized losses with respect to the Mortgage Loans
shall be allocated in the following order of priority:
(i)
First, concurrently, to the
Class LT1-A-1-A, Class LT1-A-1-B-1, Class LT1-A-1-B-2, Class
LT1-A-1-C, Class LT1-A-2, Class LT1-A-3-A, Class LT1-A-3-B, Class
LT1-A-4, Class LT1-A-5-A, Class LT1-A-5-B, Class LT1-A-6-A, Class
LT1-A-6-B, Class LT1-M-1, Class LT1-M-2-A, Class LT1-M-2-B, Class
LT1-M-3, Class LT1-M-4, Class LT1-M-5, Class LT1-M-6 and Class
LT1-AR Interests until the principal balance of each such
Subsidiary REMIC 1 Interest equals one-half of the Class Principal
Amount of its Corresponding Class of Certificates immediately after
such Distribution Date; and
(ii) Second, to the Class LT1-Q
Interests, any remaining amounts.
On each Distribution Date, Prepayment
Premiums collected in connection with the Principal Prepayment of
any Prepayment Premium Loan shall be distributed to the Class LT1-Q
Interest.
Master REMIC
|
Master REMIC
Class Designation
|
Initial Class
Principal or Class
Notional Amount
|
Pass-Through
Rate
|
Minimum
Denominations
|
Integral Multiples
in Excess of
Minimum Denominations
|
|
Class A-1-A
Certificates
|
$53,000,000
|
5.850%(1)
|
$25,000
|
$1
|
|
Class A-1-B-1
Certificates
|
$52,901,000
|
Variable(2)
|
$25,000
|
$1
|
|
Class A-1-B-2
Certificates
|
$300,000,000
|
Variable(3)
|
$25,000
|
$1
|
|
Class A-1-C
Certificates
|
$14,115,000
|
Variable(4)
|
$25,000
|
$1
|
|
Class A-2
Certificates
|
$131,564,000
|
Variable(5)
|
$25,000
|
$1
|
|
Class A-3-A
Certificates
|
$40,000,000
|
5.800%(1)
|
$25,000
|
$1
|
|
Class A-3-B
Certificates
|
$79,649,000
|
Variable(6)
|
$25,000
|
$1
|
|
Class A-4
Certificates
|
$57,042,000
|
5.930%(1)
|
$25,000
|
$1
|
|
Class A-5-A
Certificates
|
$54,000,000
|
6.080%(1)
|
$25,000
|
$1
|
|
Class A-5-B
Certificates
|
$7,500,000
|
6.180%(1)
|
$25,000
|
$1
|
|
Class A-6-A
Certificates
|
$133,478,000
|
5.720%(1)
|
$25,000
|
$1
|
|
Class A-6-B
Certificates
|
$16,954,000
|
5.700%(1)
|
$25,000
|
$1
|
|
Class
M-1 Certificates
|
$28,111,000
|
Variable(7)
|
$25,000
|
$1
|
|
Class
M-2-A Certificates
|
$5,000,000
|
6.130%(1)
|
$25,000
|
$1
|
|
Class
M-2-B Certificates
|
$7,549,000
|
Variable(8)
|
$25,000
|
$1
|
|
Class
M-3 Certificates
|
$5,020,000
|
6.230%(1)
|
$25,000
|
$1
|
|
Class
M-4 Certificates
|
$5,020,000
|
6.330%(1)
|
$25,000
|
$1
|
|
Class
M-5 Certificates
|
$7,028,000
|
6.500%(1)
|
$25,000
|
$1
|
|
Class
M-6 Certificates
|
$5,020,000
|
Variable(9)
|
$25,000
|
$1
|
|
Class
AR Certificates (10)
|
$100
|
0.0000%
|
20%
|
20%
|
|
Class
P Certificates
|
$200(11)
|
0.0000%(11)
|
10%
|
1%
|
|
Class
X Certificates
|
(12)
|
0.0000%
|
10%
|
1%
|
(1)
These Certificates are
subject to a limitation on its Pass-Through Rate equal to the Net
Funds Cap. After the first possible Optional Termination Date
for the Mortgage Loans, the per annum Pass-Through Rate on these
Certificates will increase by 0.50%, per annum, subject to the Net
Funds Cap.
(2)
The initial Pass-Through
Rate on the Class A-1-B-1 Certificates is 5.38938% per annum.
On each Distribution Date after the first Distribution Date
and on or prior to the first possible Optional Termination Date,
the per annum Pass-Through Rate on these Certificates will be equal
to the lesser of (i) the Certificate Index plus 0.065% and (ii) the
Net Funds Cap. After the first possible Optional Termination
Date, the per annum Pass-Through Rate on these Certificates will
equal the lesser of (i) the Certificate Index plus 0.130%, and (ii)
the Net Funds Cap.
(3)
The initial Pass-Through
Rate on the Class A-1-B-2 Certificates is 5.39438% per annum.
On each Distribution Date after the first Distribution Date
and on or prior to the first possible Optional Termination Date,
the per annum Pass-Through Rate on these Certificates will be equal
to the lesser of (i) the Certificate Index plus 0.070% and (ii) the
Net Funds Cap. After the first possible Optional Termination
Date, the per annum Pass-Through Rate on these Certificates will
equal the lesser of (i) the Certificate Index plus 0.140%, and (ii)
the Net Funds Cap.
(4)
The initial Pass-Through
Rate on the Class A-1-C Certificates is 5.46438% per annum.
On each Distribution Date after the first Distribution Date
and on or prior to the first possible Optional Termination Date,
the per annum Pass-Through Rate on these Certificates will be equal
to the lesser of (i) the Certificate Index plus 0.140% and (ii) the
Net Funds Cap. After the first possible Optional Termination
Date, the per annum Pass-Through Rate on these Certificates will
equal the lesser of (i) the Certificate Index plus 0.280%, and (ii)
the Net Funds Cap.
(5)
The initial Pass-Through
Rate on the Class A-2 Certificates is 5.49438% per annum. On
each Distribution Date after the first Distribution Date and on or
prior to the first possible Optional Termination Date, the per
annum Pass-Through Rate on these Certificates will be equal to the
lesser of (i) the Certificate Index plus 0.170% and (ii) the Net
Funds Cap. After the first possible Optional Termination
Date, the per annum Pass-Through Rate on these Certificates will
equal the least of (i) the Certificate Index plus 0.340%, (ii) the
Net Funds Cap and (iii) 11.00% per annum. After the first
possible Optional Termination Date, the per annum Pass-Through Rate
on these Certificates will equal the least of (i) the Certificate
Index plus 0.500%, (ii) the Net Funds Cap and (iii) 11.00% per
annum..
(6)
The initial Pass-Through
Rate on the Class A-3-B Certificates is 5.57438% per annum.
On each Distribution Date after the first Distribution Date
and on or prior to the first possible Optional Termination Date,
the per annum Pass-Through Rate on these Certificates will be equal
to the least of (i) the Certificate Index plus 0.250%, (ii) the Net
Funds Cap and (iii) 11.00% per annum. After the first
possible Optional Termination Date, the per annum Pass-Through Rate
on these Certificates will equal the least of (i) the Certificate
Index plus 0.500%, (ii) the Net Funds Cap and (iii) 11.00% per
annum.
(7)
The initial Pass-Through
Rate on the Class M-1 Certificates is 5.70438% per annum. On
each Distribution Date after the first Distribution Date and on or
prior to the first possible Optional Termination Date, the per
annum Pass-Through Rate on these Certificates will be equal to the
least of (i) the Certificate Index plus 0.380%, (ii) the Net Funds
Cap and (iii) 11.00% per annum. After the first possible
Optional Termination Date, the per annum Pass-Through Rate on these
Certificates will equal the least of (i) the Certificate Index plus
0.570%, (ii) the Net Funds Cap and (iii) 11.00% per
annum.
(8)
The initial Pass-Through
Rate on the Class M-2-B Certificates is 5.76438% per annum.
On each Distribution Date after the first Distribution Date
and on or prior to the first possible Optional Termination Date,
the per annum Pass-Through Rate on these Certificates will be equal
to the least of (i) the Certificate Index plus 0.440%, (ii) the Net
Funds Cap and (iii) 11.00% per annum. After the first
possible Optional Termination Date, the per annum Pass-Through Rate
on these Certificates will equal the least of (i) the Certificate
Index plus 0.660%, (ii) the Net Funds Cap and (iii) 11.00% per
annum.
(9)
The initial Pass-Through
Rate on the Class M-6 Certificates is 6.57438% per annum. On
each Distribution Date after the first Distribution Date and on or
prior to the first possible Optional Termination Date, the per
annum Pass-Through Rate on these Certificates will be equal to the
least of (i) the Certificate Index plus 1.250%, (ii) the Net Funds
Cap and (iii) 11.00% per annum. After the first possible
Optional Termination Date, the per annum Pass-Through Rate on these
Certificates will equal the least of (i) the Certificate Index plus
1.875%, (ii) the Net Funds Cap and (iii) 11.00% per
annum.
(10)
The Class AR
Certificates shall represent beneficial ownership of the LT1-R
Interest and of the residual interest in the Master
REMIC.
(11)
The Class P Certificates
will be entitled to all Prepayment Premiums received on the Wells
Fargo Serviced Mortgage Loans, the Wells Fargo Serviced CORE
Mortgage Loans and SPS Serviced Mortgage Loans. For purposes
of compliance with the REMIC Provisions, the Class P Certificates
shall have a principal balance of $200.
(12)
The Class X Certificates
shall represent ownership of a regular interest in the Master REMIC
(the “Class X Interest”). The Class X Interest
shall comprise a notional component, which has a notional balance
that will at all times equal the aggregate of the class principal
balances of the Subsidiary REMIC Interests in Subsidiary REMIC 1.
For each Distribution Date (and the related Accrual Period)
this notional component shall bear interest at a per annum rate
equal to the excess, if any, of (i) the weighted average of the
interest rates on the Subsidiary REMIC Interests in Subsidiary
REMIC 1, over (ii) the Adjusted Subsidiary REMIC 1 WAC. In
addition, for federal income tax purposes, the Class X Certificates
shall represent ownership of the Basis Risk Reserve Fund and the
Supplemental Interest Trust. The initial Class X notional
amount will be $1,003,954,034.46.
The foregoing REMIC structure is intended
to cause all of the cash from the Mortgage Loans to flow through to
the Master REMIC as cash flow on a REMIC regular interest, without
creating any shortfall—actual or potential (other than for
credit losses) to any REMIC regular interest. To the extent
that the structure is believed to diverge from such intention the
Trust Administrator shall resolve ambiguities to accomplish such
result and shall to the extent necessary rectify any drafting
errors or seek clarification to the structure without
Certificateholder approval (but with guidance of counsel) to
accomplish such intention.
Set forth below are designations of
Classes of Certificates to the categories used herein:
Book-Entry Certificates
All Classes of Certificates other than
the Physical Certificates.
Class A Certificates
The Class A-1-A, Class A-1-B-1, Class
A-1-B-2, Class A-1-C, Class A-2, Class A-3-A, Class A-3-B, Class
A-4, Class A-5-A, Class A-5-B, Class A-6-A, Class A-6-B and Class
AR Certificates.
ERISA-Restricted Certificates
Residual Certificates, Private
Certificates and any Certificates that do not satisfy the
applicable ratings requirement under the Underwriter’s
Exemption.
Floating Rate Certificates
The Class A-1-B-1, Class A-1-B-2, Class
A-1-C, Class A-2, Class A-3-B, Class M-1, Class M-2-B and Class M-6
Certificates.
Senior Certificates
The Class A and Class P
Certificates.
Subordinate Certificates
The Class M-1, Class M-2-A, Class M-2-B,
Class M-3, Class M-4, Class M-5, Class M-6 and Class X
Certificates.
Insured Certificates
The Class A-3-A and Class A-4
Certificates.
LIBOR Certificates
The Floating Rate
Certificates.
Lockout Certificates
The Class A-6-A and Class A-6-B
Certificates.
Notional Amount Certificates
The Class X and Class P
Certificates.
Offered Certificates
All Classes of Certificates other than
the Private Certificates.
Physical Certificates
The Residual Certificates and the Private
Certificates.
Private Certificates
The Class X and Class P
Certificates.
Rating Agencies
S&P and Moody’s.
Regular Certificates
All Classes of Certificates other than
the Residual Certificates.
Residual Certificates
The Class AR Certificates.
All covenants and agreements made by the
Depositor herein are for the benefit and security of the
Certificateholders and Certificate Insurer. 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 is $1,003,954,034.46.
The parties hereto intend to effect an
absolute sale and assignment of the Mortgage Loans to the Trustee
for the benefit of Certificateholders under this Agreement.
However, the Depositor and the Seller will hereunder
absolutely assign and, as a precautionary matter grant a security
interest, in and to its rights, if any, in the 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 Seller, the Master Servicer,
the Servicers, the Trustee and the Trust Administrator agree as
follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires,
shall have the following meanings:
Accepted Servicing
Practices : With respect
to any Mortgage Loan, those mortgage servicing practices of prudent
mortgage lending institutions which service mortgage loans of the
same type as such Mortgage Loan in the jurisdiction where the
related Mortgaged Property is located.
Accountant’s
Attestation : The
attestation required from an Accountant pursuant to Section
14.08.
Accrual Period : For any interest-bearing Class of
Certificates (other than the LIBOR Certificates) and for each Class
of Lower Tier Interests, and any Distribution Date, the calendar
month immediately preceding that Distribution Date. For
the LIBOR Certificates, the period from and including the
Distribution Date immediately preceding that Distribution Date (or
the Closing Date, in the case of the first Accrual Period) to and
including the day immediately preceding that Distribution
Date.
Additional Data Remittance
Date : With respect to
any Distribution Date and the Master Servicer, SPS or Wells Fargo,
no later than twelve noon, five Business Days before the related
Distribution Date.
Additional Disclosure
Notification : As defined in
Section 14.02.
Additional Form 10-D
Disclosure : As defined in
Section 14.02.
Additional Form 10-K
Disclosure : As defined in
Section 14.03.
Additional Servicer
: means each affiliate of the Depositor
that Services any of the Mortgage Loans and each Person who is not
an affiliate of the Depositor, who Services 10% or more of the
Mortgage Loans (measured by aggregate Stated Principal Balance of
the Mortgage Loans, annually at the commencement of the
calendar year prior to the year in which an Item 1123 Certification
is required to be delivered). For clarification purposes, the
Master Servicer and the Trust Administrator are Additional
Servicers.
Advance : With respect to any Non-Designated Mortgage
Loan, 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.
With respect to any Bank of America
Serviced Mortgage Loan, the payment required to be made by (i) Bank
of America with respect to any Distribution Date pursuant to
Section 5.03 of the Bank of America Servicing Agreement or (ii) the
Master Servicer with respect to any Distribution Date pursuant to
Section 3.20(b) of this Agreement.
With respect to any Countrywide Serviced
Mortgage Loan, the payment required to be made by (i) Countrywide
with respect to any Distribution Date pursuant to Section 11.19 of
the Countrywide Servicing Agreement or (ii) the Master Servicer
with respect to any Distribution Date pursuant to Section 3.20(b)
of this Agreement.
With respect to any Hemisphere Serviced
Mortgage Loan, the payment required to be made by (i) Hemisphere
with respect to any Distribution Date pursuant to Section 5.03 of
the Hemisphere Servicing Agreement or (ii) the Master Servicer with
respect to any Distribution Date pursuant to Section 3.20(b) of
this Agreement.
With respect to any SunTrust Serviced
Mortgage Loan, the payment required to be made by (i) SunTrust with
respect to any Distribution Date pursuant to Section 5.03 of the
SunTrust Servicing Agreement or (ii) the Master Servicer with
respect to any Distribution Date pursuant to Section 3.20(b) of
this Agreement.
With respect to any Wachovia Serviced
Mortgage Loan, the payment required to be made by (i) Wachovia with
respect to any Distribution Date pursuant to Section 5.03 of the
Wachovia Servicing Agreement or (ii) the Master Servicer with
respect to any Distribution Date pursuant to Section 3.20(b) of
this Agreement.
Adjusted Subsidiary REMIC 1
WAC : For any
Distribution Date (and the related Accrual Period) the product of
(i) two and (ii) the weighted average of the interest rates for
such Distribution Date for the Class LT1-A-1-A, Class LT1-A-1-B-1,
Class LT1-A-1-B-2, Class LT1-A-1-C, Class LT1-A-2, Class LT1-A-3-A,
Class LT1-A-3-B, Class LT1-A-4, Class LT1-A-5-A, Class LT1-A-5-B,
Class LT1-A-6-A, Class LT1-A-6-B, Class LT1-M-1, Class LT1-M-2-A,
Class LT1-M-2-B, Class LT1-M-3, Class LT1-M-4, Class LT1-M-5, Class
LT1-M-6, Class LT1-AR and Class LT1-Q Interests, weighted in
proportion to their class principal balance as of the beginning of
the related Accrual Period and computed by subjecting the rate on
the Class LT1-Q to a cap of 0.00%, and by subjecting the rate on
each of the Class LT1-A-1-A, Class LT1-A-1-B-1, Class LT1-A-1-B-2,
Class LT1-A-1-C, Class LT1-A-2, Class LT1-A-3-A, Class LT1-A-3-B,
Class LT1-A-4, Class LT1-A-5-A, Class LT1-A-5-B, Class LT1-A-6-A,
Class LT1-A-6-B, Class LT1-M-1, Class LT1-M-2-A, Class LT1-M-2-B,
Class LT1-M-3, Class LT1-M-4, Class LT1-M-5, Class LT1-M-6 and
Class LT1-AR Interests to a cap that corresponds to the product of
(a) the Pass-Through Rate for the Corresponding Class of Master
REMIC Certificates multiplied by (b) the quotient of (I) the actual
number of days in the Accrual Period divided by (II) 30.
Adverse REMIC Event
: As defined in Section
2.07(f).
Aggregate Loan Balance:
As of any date of determination,
the aggregate of the Stated Principal Balances of the Mortgage
Loans, except as otherwise provided herein, as of the last day of
the related Collection Period.
Agreement : This Pooling and Servicing Agreement and all
amendments or supplements hereto.
Ancillary Income
: All income derived from the
Non-Designated Mortgage Loans, other than Servicing Fees, including
but not limited to, late charges, Prepayment Premiums (other than
Assigned Prepayment Premiums), fees received with respect to checks
or bank drafts returned by the related bank for non-sufficient
funds, assumption fees, optional insurance administrative fees and
all other incidental fees and charges, and only with respect to
SPS, any Qualified Substitute Mortgage Loan Excess Interest with
respect to any Qualified Substitute Mortgage Loan for which a
payment has been received or advanced during the related Collection
Period.
Applied Loss Amount
: As to any Distribution Date, an
amount equal to the excess, if any of (i) the aggregate Class
Principal Balance of the Certificates, after giving effect to all
Realized Losses incurred with respect to Mortgage Loans during the
Collection Period for such Distribution Date, payments of principal
on such Distribution Date and any additions to the Class Principal
Balance of the Certificates on such Distribution Date pursuant to
Section 4.03(a) over (ii) the Aggregate Collateral Balance for such
Distribution Date.
Appraised Value
: The appraised value of the
Mortgaged Property based upon the appraisal made for the originator
at the time of the origination of the related Mortgage Loan or the
sales price of the Mortgaged Property at the time of such
origination, whichever is less, or (i) with respect to any Mortgage
Loan that represents a refinancing other than a Streamlined
Mortgage Loan, the appraised value of the Mortgaged Property based
upon the appraisal made at the time of such refinancing and (ii)
with respect to any Streamlined Mortgage Loan, the appraised value
of the Mortgaged Property based upon the appraisal made in
connection with the origination of the mortgage loan being
refinanced.
Assessment of Compliance
: The certification required pursuant to
Section 14.07.
Assigned Prepayment Premium
: Any Prepayment Premium on a Wells
Fargo Serviced Mortgage Loan, the Wells Fargo Serviced CORE
Mortgage Loans and any Prepayment Premium on a SPS Serviced
Mortgage Loan.
Assignment and Assumption
Agreement : That certain
assignment and assumption agreement dated as of September 1, 2006,
by and between DLJ Mortgage Capital, Inc., as assignor and the
Depositor, as assignee, relating to the Mortgage Loans.
Assignment of Proprietary
Lease : With respect to
a Cooperative Loan, the assignment or mortgage of the related
Proprietary Lease from the Mortgagor to the originator of the
Cooperative Loan.
Balloon Loan : Any Mortgage Loan that, by its terms, does
not fully amortize the principal balance thereof by its stated
maturity and requires a payment at the stated maturity larger than
the monthly payments due thereunder.
Bank of America
: Bank of America, National
Association, a national banking association, and its successors and
assigns.
Bank of America Serviced Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule.
Bank of America Servicing
Agreement: That certain
Reconstituted Servicing Agreement dated as of September 1, 2006
among DLJMC, Bank of America, the Master Servicer, the Trustee and
the Trust Administrator.
Bankruptcy Code
: The United States Bankruptcy
Code, as amended from time to time (11 U.S.C. §§ 101 et
seq.).
Basis Risk Reserve Fund
: The separate Eligible Account
created and initially maintained by the Trust Administrator
pursuant to Section 4.07 in the name of the Trust Administrator for
the benefit of the Certificateholders and designated “Wells
Fargo Bank, N.A. in trust for registered holders of Credit Suisse
First Boston Mortgage Securities Corp., CSAB Mortgage-Backed Trust
2006-2, CSAB Mortgage-Backed Pass-Through Certificates, Series
2006-2.” The Basis Risk Reserve Fund shall not be part
of any REMIC. Funds in the Basis Risk Reserve Fund shall be
held in trust for the Certificateholders for the uses and purposes
set forth in this Agreement.
Basis Risk Shortfall
: For any Class of Offered
Certificates (other than the Class AR Certificates) and any
Distribution Date, the sum of (i) the excess, if any, of the
related Current Interest calculated on the basis of the applicable
Pass-Through Rate of such Class of Certificates without regard to
the application of the Net Funds Cap over the related Current
Interest for that Distribution Date; (ii) any Basis Risk Shortfall
remaining unpaid from prior Distribution Dates; and (iii) interest
accrued during the related Accrual Period on the amount in clause
(ii) calculated at a per annum rate equal to the applicable
Pass-Through Rate of such Class of Certificates without regard to
the application of the Net Funds Cap.
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.
Capitalization Reimbursement
Amount : For any
Distribution Date, the aggregate of the amounts added to the Stated
Principal Balances of the Mortgage Loans during the preceding
calendar month representing reimbursements made to a Servicer on or
prior to such Distribution Date in connection with the modification
of such Mortgage Loan pursuant to Section 3.05.
Carryforward Interest
: For any Class of Offered
Certificates and any Distribution Date, the sum of (1) the
amount, if any, by which (x) the sum of (A) Current Interest for
such Class for the immediately preceding Distribution Date and (B)
any unpaid Carryforward Interest from the immediately preceding
Distribution Date 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 for such Distribution
Date.
Cash Remittance Date
: With respect to any Distribution
Date and (A) the Master Servicer or SPS, the 7th calendar day
preceding such Distribution Date, or if such 7th calendar day is
not a Business Day, the Business Day immediately preceding such 7th
calendar day, (B) Wells Fargo, the 18th calendar day of the month
in which that Distribution Date occurs, or if such day is not a
Business Day, the immediately following Business Day or (C) WMMSC,
by 12:00 noon New York City time on 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 H 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
previously made with respect thereto and, in the case of any
Subordinate Certificates, reduced by any Applied Loss Amounts
allocated to such Class on prior Distribution Dates pursuant to
Section 4.02(a) plus the amount of any increase to the
Certificate Balance of such Certificate pursuant to Section 4.03;
provided, however, that solely for purposes of determining the
Certificate Insurer Premium payable to the Certificate Insurer and
the Certificate Insurer’s rights as subrogee to the Holders
of the Insured Certificates, the Certificate Principal Balance of
any Insured Certificate shall be deemed not to be reduced by any
principal amounts paid to the Holder thereof from payments made by
the Certificate Insurer under the Policy, unless such amounts have
been reimbursed to the Certificate Insurer.
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 of such rate.
Certificate Insurer
: Financial Security Assurance Inc., a
financial guarantee insurance company, organized and created under
the laws of the State of New York and its successors in
interest.
Certificate Insurer Default
: As defined in Section
13.04(j).
Certificate Insurer Premium
: The Policy premium payable pursuant to
Section 4.01(I) hereof for each Distribution Date in an amount
equal to the Certificate Insurer Premium Rate accrued for one
month, on the basis of a 360-day year consisting of twelve 30-day
months, on the aggregate Class Principal Balances of the Insured
Certificates immediately prior to such Distribution
Date.
Certificate Insurer Premium
Rate : The per annum rate at
which the Certificate Insurer Premium for the Policy is calculated,
which shall be 0.07% per annum of the aggregate Class Principal
Balances of the Insured Certificates.
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.
Certification Parties
: As defined in Section 14.09.
Certifying Person
: As defined in Section 14.09.
Class : All Certificates bearing the same Class
designation as set forth in the Preliminary Statement.
Class A-1-B-1 Interest Rate Cap
Account : The separate
Eligible Account designated as such and created and maintained by
the Trust Administrator pursuant to Section 4.08 hereof. The
Class A-1-B-1 Interest Rate Cap Account shall be treated as an
“outside reserve fund” under applicable Treasury
regulations and shall not be part of any REMIC. Funds in the
Class A-1-B-1 Interest Rate Cap Account shall be held in trust in
the Supplemental Interest Trust for the uses and purposes set forth
in this Agreement.
Class A-1-B-1 Interest Rate Cap
Agreement: The interest
rate cap agreement relating to the Class A-1-B-1 Certificates
consisting of the ISDA Master Agreement (Multicurrency
Cross-Border) and a schedule dated as of the Closing Date and the
related confirmation thereto, between the Supplemental Interest
Trust Trustee, on behalf of the Supplemental Interest Trust and the
Interest Rate Cap Agreement Counterparty, and acknowledged
and agreed by the Trust Administrator, which supplements, forms a
part of, is subject to, and is governed by such ISDA Master
Agreement, as such agreement may be amended and supplemented
in accordance with its terms.
Class A-1-B-2 Interest Rate Cap
Account : The separate
Eligible Account designated as such and created and maintained by
the Trust Administrator pursuant to Section 4.08 hereof. The
Class A-1-B-2 Interest Rate Cap Account shall be treated as an
“outside reserve fund” under applicable Treasury
regulations and shall not be part of any REMIC. Funds in the
Class A-1-B-2 Interest Rate Cap Account shall be held in trust in
the Supplemental Interest Trust for the uses and purposes set forth
in this Agreement.
Class A-1-B-2 Interest Rate Cap
Agreement: The interest
rate cap agreement relating to the Class A-1-B-2 Certificates
consisting of the ISDA Master Agreement (Multicurrency
Cross-Border) and a schedule dated as of the Closing Date and the
related confirmation thereto, between the Supplemental Interest
Trust Trustee, on behalf of the Supplemental Interest Trust and the
Interest Rate Cap Agreement Counterparty, and acknowledged
and agreed by the Trust Administrator, which supplements, forms a
part of, is subject to, and is governed by such ISDA Master
Agreement, as such agreement may be amended and supplemented
in accordance with its terms.
Class A-1-C Interest Rate Cap
Account : The separate
Eligible Account designated as such and created and maintained by
the Trust Administrator pursuant to Section 4.08 hereof. The
Class A-1-C Interest Rate Cap Account shall be treated as an
“outside reserve fund” under applicable Treasury
regulations and shall not be part of any REMIC. Funds in the
Class A-1-C Interest Rate Cap Account shall be held in trust in the
Supplemental Interest Trust for the uses and purposes set forth in
this Agreement.
Class A-1-C Interest Rate Cap
Agreement: The interest
rate cap agreement relating to the Class A-1-C Certificates
consisting of the ISDA Master Agreement (Multicurrency
Cross-Border) and a schedule dated as of the Closing Date and the
related confirmation thereto, between the Supplemental Interest
Trust Trustee, on behalf of the Supplemental Interest Trust and the
Interest Rate Cap Agreement Counterparty, and acknowledged
and agreed by the Trust Administrator, which supplements, forms a
part of, is subject to, and is governed by such ISDA Master
Agreement, as such agreement may be amended and supplemented
in accordance with its terms.
Class A-2 Interest Rate Cap
Account : The separate
Eligible Account designated as such and created and maintained by
the Trust Administrator pursuant to Section 4.08 hereof. The
Class A-2 Interest Rate Cap Account shall be treated as an
“outside reserve fund” under applicable Treasury
regulations and shall not be part of any REMIC. Funds in the
Class A-2 Interest Rate Cap Account shall be held in trust in the
Supplemental Interest Trust for the uses and purposes set forth in
this Agreement.
Class A-2 Interest Rate Cap
Agreement: The interest
rate cap agreement relating to the Class A-2 Certificates
consisting of the ISDA Master Agreement (Multicurrency
Cross-Border) and a schedule dated as of the Closing Date and the
related confirmation thereto, between the Supplemental Interest
Trust Trustee, on behalf of the Supplemental Interest Trust and the
Interest Rate Cap Agreement Counterparty, and acknowledged
and agreed by the Trust Administrator, which supplements, forms a
part of, is subject to, and is governed by such ISDA Master
Agreement, as such agreement may be amended and supplemented
in accordance with its terms.
Class A-3-B Interest Rate Cap
Account : The separate
Eligible Account designated as such and created and maintained by
the Trust Administrator pursuant to Section 4.08 hereof. The
Class A-3-B Interest Rate Cap Account shall be treated as an
“outside reserve fund” under applicable Treasury
regulations and shall not be part of any REMIC. Funds in the
Class A-3-B Interest Rate Cap Account shall be held in trust in the
Supplemental Interest Trust for the uses and purposes set forth in
this Agreement.
Class A-3-B Interest Rate Cap
Agreement: The interest
rate cap agreement relating to the Class A-3-B Certificates
consisting of the ISDA Master Agreement (Multicurrency
Cross-Border) and a schedule dated as of the Closing Date and the
related confirmation thereto, between the Supplemental Interest
Trust Trustee, on behalf of the Supplemental Interest Trust and the
Interest Rate Cap Agreement Counterparty, and acknowledged
and agreed by the Trust Administrator, which supplements, forms a
part of, is subject to, and is governed by such ISDA Master
Agreement, as such agreement may be amended and supplemented
in accordance with its terms.
Class A-6 Available Principal
Amount : With respect to
any Distribution Date, an amount equal to (i) if such Distribution
Date is prior to the Stepdown Date or occurs when a Trigger Event
is in effect, the Principal Payment Amount for that Distribution
Date and (ii) if such Distribution Date is on or after the Stepdown
Date and a Trigger Event is not in effect, the Senior Principal
Payment Amount for that Distribution Date.
Class A-6 Calculation
Percentage : With
respect to any Distribution Date, a fraction expressed as a
percentage, the numerator of which is the aggregate Class Principal
Balance of the Class A-6-A and Class A-6-B Certificates and the
denominator of which is the aggregate Class Principal Balance of
the Senior Certificates, in each case prior to giving effect to the
distributions of principal on that Distribution Date.
Class A-6 Lockout Distribution
Amount : With respect to
any Distribution Date, an amount equal to the product of (1) the
applicable Class A-6 Lockout Percentage for that Distribution Date,
(2) the Class A-6 Calculation Percentage for that Distribution Date
and (3) the Class A-6 Available Principal Amount for that
Distribution Date, but in no event will the Class A-6 Lockout
Distribution Amount exceed (a) the outstanding aggregate Class
Principal Balance of the Class A-6-A and Class A-6-B Certificates
or (b) the Class A-6 Available Principal Amount for that
Distribution Date.
Class A-6 Lockout
Percentage : With
respect to any Distribution Date, the applicable percentage set
forth below for that Distribution Date:
|
Range of Distribution Dates
|
Class A-6 Lockout Percentage
|
|
October 2006 – September 2009
|
0%
|
|
October 2009 – September 2011
|
45%
|
|
October 2011 – September 2012
|
80%
|
|
October 2012 – September 2013
|
100%
|
|
October 2013 and thereafter
|
300%
|
Class M-1 Interest Rate Cap
Account : The separate
Eligible Account designated as such and created and maintained by
the Trust Administrator pursuant to Section 4.08 hereof. The
Class M-1 Interest Rate Cap Account shall be treated as an
“outside reserve fund” under applicable Treasury
regulations and shall not be part of any REMIC. Funds in the
Class M-1 Interest Rate Cap Account shall be held in trust in the
Supplemental Interest Trust for the uses and purposes set forth in
this Agreement.
Class M-1 Interest Rate Cap
Agreement: The interest
rate cap agreement relating to the Class M-1 Certificates
consisting of the ISDA Master Agreement (Multicurrency
Cross-Border) and a schedule dated as of the Closing Date and the
related confirmation thereto, between the Trustee, on behalf of the
Trust and the Interest Rate Cap Agreement Counterparty, and
acknowledged and agreed by the Trust Administrator, which
supplements, forms a part of, is subject to, and is governed by
such ISDA Master Agreement, as such agreement may be amended
and supplemented in accordance with its terms.
Class M-1 Principal Payment
Amount : For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event is not in effect with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Senior Certificates after
giving effect to payments on such Distribution Date and (ii) the
Class Principal Balance of the Class M-1 Certificates immediately
prior to such Distribution Date exceeds (y) the lesser of (A) the
product of (i) 91.00% and (ii) the Aggregate Loan Balance for such
Distribution Date and (B) the amount, if any, by which (i) the
Aggregate Loan Balance for such Distribution Date exceeds (ii)
0.50% of the Aggregate Loan Balance as of the Cut-off
Date.
Class M-2 Principal Payment
Amount: For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event is not in effect with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balances of the Senior Certificates and
the Class Principal Balance of the Class M-1 Certificates, in each
case, after giving effect to payments on such Distribution Date and
(ii) the aggregate Class Principal Balance of the Class M-2-A and
Class M-2-B Certificates immediately prior to such Distribution
Date exceeds (y) the lesser of (A) the product of (i) 93.50% and
(ii) the Aggregate Loan Balance for such Distribution Date and (B)
the amount, if any, by which (i) the Aggregate Loan Balance for
such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan
Balance as of the Cut-off Date.
Class M-2-B Interest Rate Cap
Account : The separate
Eligible Account designated as such and created and maintained by
the Trust Administrator pursuant to Section 4.08 hereof. The
Class M-2-B Interest Rate Cap Account shall be treated as an
“outside reserve fund” under applicable Treasury
regulations and shall not be part of any REMIC. Funds in the
Class M-2-B Interest Rate Cap Account shall be held in trust in the
Supplemental Interest Trust for the uses and purposes set forth in
this Agreement.
Class M-2-B Interest Rate Cap
Agreement: The interest
rate cap agreement relating to the Class M-2-B Certificates
consisting of the ISDA Master Agreement (Multicurrency
Cross-Border) and a schedule dated as of the Closing Date and the
related confirmation thereto, between the Supplemental Interest
Trust Trustee, on behalf of the Supplemental Interest Trust and the
Interest Rate Cap Agreement Counterparty, and acknowledged
and agreed by the Trust Administrator, which supplements, forms a
part of, is subject to, and is governed by such ISDA Master
Agreement, as such agreement may be amended and supplemented
in accordance with its terms.
Class M-3 Principal Payment
Amount: For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event is not in effect with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balances of the Senior Certificates and
the Class Principal Balance of the Class M-1 Certificates, Class
M-2-A Certificates and Class M-2-B Certificates, in each case,
after giving effect to payments on such Distribution Date and (ii)
the Class Principal Balance of the Class M-3 Certificates
immediately prior to such Distribution Date exceeds (y) the lesser
of (A) the product of (i) 94.50% and (ii) the Aggregate Loan
Balance for such Distribution Date and (B) the amount, if any, by
which (i) the Aggregate Loan Balance for such Distribution Date
exceeds (ii) 0.50% of the Aggregate Loan Balance as of the Cut-off
Date.
Class M-4 Principal Payment
Amount : For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event is not in effect with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balances of the Senior Certificates and
the Class Principal Balance of the Class M-1 Certificates, Class
M-2-A Certificates, Class M-2-B Certificates and Class M-3
Certificates, in each case, after giving effect to payments on such
Distribution Date and (ii) the Class Principal Balance of the Class
M-4 Certificates immediately prior to such Distribution Date
exceeds (y) the lesser of (A) the product of (i) 95.50% and (ii)
the Aggregate Loan Balance for such Distribution Date and (B) the
amount, if any, by which (i) the Aggregate Loan Balance for such
Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Balance
as of the Cut-off Date.
Class M-5 Principal Payment
Amount : For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event is not in effect with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balances of the Senior Certificates and
the Class Principal Balance of the Class M-1 Certificates, Class
M-2-A Certificates, Class M-2-B Certificates, Class M-3
Certificates and Class M-4 Certificates, in each case, after giving
effect to payments on such Distribution Date and (ii) the Class
Principal Balance of the Class M-5 Certificates immediately prior
to such Distribution Date exceeds (y) the lesser of (A) the product
of (i) 96.90% and (ii) the Aggregate Loan Balance for such
Distribution Date and (B) the amount, if any, by which (i) the
Aggregate Loan Balance for such Distribution Date exceeds (ii)
0.50% of the Aggregate Loan Balance as of the Cut-off
Date.
Class M-6 Interest Rate Cap
Account : The separate
Eligible Account designated as such and created and maintained by
the Trust Administrator pursuant to Section 4.08 hereof. The
Class M-6 Interest Rate Cap Account shall be treated as an
“outside reserve fund” under applicable Treasury
regulations and shall not be part of any REMIC. Funds in the
Class M-6 Interest Rate Cap Account shall be held in trust in the
Supplemental Interest Trust for the uses and purposes set forth in
this Agreement.
Class M-6 Interest Rate Cap
Agreement: The interest
rate cap agreement relating to the Class M-6 Certificates
consisting of the ISDA Master Agreement (Multicurrency
Cross-Border) and a schedule dated as of the Closing Date and the
related confirmation thereto, between the Supplemental Interest
Trust Trustee, on behalf of the Supplemental Interest Trust and the
Interest Rate Cap Agreement Counterparty, and acknowledged
and agreed by the Trust Administrator, which supplements, forms a
part of, is subject to, and is governed by such ISDA Master
Agreement, as such agreement may be amended and supplemented
in accordance with its terms.
Class M-6 Principal Payment
Amount : For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event is not in effect with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balances of the Senior Certificates and
the Class Principal Balance of the Class M-1 Certificates, Class
M-2-A Certificates, Class M-2-B Certificates, Class M-3
Certificates, Class M-4 Certificates and Class M-5 Certificates, in
each case, after giving effect to payments on such Distribution
Date and (ii) the Class Principal Balance of the Class M-6
Certificates immediately prior to such Distribution Date exceeds
(y) the lesser of (A) the product of (i) 97.90% and (ii) the
Aggregate Loan Balance for such Distribution Date and (B) the
amount, if any, by which (i) the Aggregate Loan Balance for such
Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Balance
as of the Cut-off Date.
Class P Certificates
: As set forth in the Preliminary
Statement.
Class P Reserve Fund
: The Eligible Account established
pursuant to Section 4.01(f).
Class Principal Balance
: With respect to any Class of
Certificates, other than the Notional Amount Certificates, and as
to any date of determination, the aggregate of the Certificate
Balances of all Certificates of such Class as of such
date.
Class X Distributable
Amount : With respect to
any Distribution Date, the excess of (i) the sum of
(a) the amounts distributable on the Class X Interest on such
Distribution Date, as described in the Preliminary Statement, and
(b) amounts so distributable in all prior Accrual Periods over
(ii) the sum of (a) amounts distributed with respect to the
Class X Certificate pursuant to Section 4.01(I)(d)(x) on prior
Distribution Dates (other than amounts distributed pursuant to
Sections 4.07 through 4.08), and (b) any amounts deposited into the
Basis Risk Reserve Fund on such Distribution Date or any prior
Distribution Date.
Class X Interest
: As defined in the Preliminary
Statement.
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 : September 29, 2006.
Code : The Internal Revenue Code of 1986, as
amended.
Collection Account
: The accounts established and
maintained by each Servicer in accordance with Section
3.05.
Collection Period
: With respect to each Distribution
Date, the period commencing on the second day of the month
preceding the month of the Distribution Date and ending on the
first day of the month of the Distribution Date.
Commission : The U.S. Securities and Exchange
Commission.
Compensating Interest
Payment :
For any Distribution Date and WMMSC, with
respect to the WMMSC Serviced Mortgage Loans, the least of (i) the
sum of (a) one twelfth (1/12 th ) of 0.04% of the
aggregate Stated Principal Balance of the WMMSC Serviced Mortgage
Loans, as of the Due Date in the month of such Distribution Date,
(b) Payoff Earnings in respect of the WMMSC Serviced Mortgage Loans
for such Distribution Date and (c) aggregate Payoff Interest in
respect of the WMMSC Serviced Mortgage Loans for such Distribution
Date, (ii) the aggregate Prepayment Interest Shortfall allocable to
Payoffs for the WMMSC Serviced Mortgage Loans and (iii) one-twelfth
(1/12 th ) of 0.125% of the aggregate Stated Principal
Balance of the WMMSC Serviced Mortgage Loans.
For any Distribution Date and SPS, with
respect to the SPS Serviced Mortgage Loans, the lesser of (i) the
aggregate Servicing Fee payable to SPS (for the purposes of this
definition only the Servicing Fee Rate shall equal 0.25% per annum)
in respect of the SPS Serviced Mortgage Loans for such Distribution
Date and (ii) the aggregate Prepayment Interest Shortfall allocable
to Payoffs and Curtailments with respect to SPS Serviced Mortgage
Loans.
For any Distribution Date and Wells
Fargo, with respect to the Wells Fargo Serviced Mortgage Loans
or Wells Fargo
Serviced CORE Mortgage Loan, the lesser of (i) the aggregate
Servicing Fee payable to Wells Fargo (for purposes of this
definition only the Servicing Fee Rate shall equal 0.25% per annum)
in respect of the Wells Fargo Serviced Mortgage Loans or Wells
Fargo Serviced CORE Mortgage Loans, as applicable, for such
Distribution Date and (ii) the aggregate Prepayment Interest
Shortfall allocable to Payoffs and Curtailments with respect to
Wells Fargo Serviced Mortgage Loans or Wells Fargo Serviced CORE
Mortgage Loans, as applicable.
For any Distribution Date and the Master
Servicer, the Compensating Interest Payment shall be equal
to:
(a)
with respect to the SPS Serviced Mortgage
Loans, the excess of (i) the Compensating Interest Payment required
to be remitted by SPS for such Distribution Date over (ii) the
amount of the Compensating Interest Payment actually remitted by
SPS for such Distribution Date; and
(b)
with respect to the Wells Fargo Serviced
Mortgage Loans, the excess of (i) the Compensating Interest Payment
required to be remitted by Wells Fargo for such Distribution Date
over (ii) the amount of the Compensating Interest Payment actually
remitted by Wells Fargo for such Distribution Date.
(c)
with respect to the Wells Fargo Serviced
CORE Mortgage Loans, the excess of (i) the Compensating Interest
Payment required to be remitted by Wells Fargo for such
Distribution Date over (ii) the amount of the Compensating Interest
Payment actually remitted by Wells Fargo for such Distribution
Date.
(d)
with respect to the Bank of America
Serviced Mortgage Loans, the excess of (i) the Prepayment Interest
Shortfall Amount (as defined in the Bank of America Servicing
Agreement) required to be remitted by Bank of America on the
Remittance Date (as defined in the Bank of America Servicing
Agreement) immediately preceding such Distribution Date over (ii)
the amount of the Prepayment Interest Shortfall Amount (as defined
in the Bank of America Servicing Agreement) actually remitted by
Bank of America for such Distribution Date;
(e)
with respect to the Countrywide Serviced
Mortgage Loans, the excess of (i) the Prepayment Interest Shortfall
Amount (as defined in the Countrywide Servicing Agreement) required
to be remitted by Countrywide on the Remittance Date (as defined in
the Countrywide Servicing Agreement) immediately preceding such
Distribution Date over (ii) the amount of the Prepayment Interest
Shortfall Amount (as defined in the Countrywide Servicing
Agreement) actually remitted by Countrywide for such Distribution
Date;
(f)
with respect to the Hemisphere Serviced
Mortgage Loans, the excess of (i) the Compensating Interest (as
defined in the Hemisphere Servicing Agreement) required to be
remitted by Hemisphere for such Remittance Date (as defined in the
Hemisphere Servicing Agreement) over (ii) the amount of the
Compensating Interest (as defined in the Hemisphere Servicing
Agreement) actually remitted by Hemisphere for such Remittance Date
(as defined in the Hemisphere Servicing Agreement);
(g)
with respect to the SunTrust Serviced
Mortgage Loans, the excess of (i) the Compensating Interest (as
defined in the SunTrust Servicing Agreement) required to be
remitted by SunTrust for such Remittance Date (as defined in the
SunTrust Servicing Agreement) over (ii) the amount of the
Compensating Interest (as defined in the SunTrust Servicing
Agreement) actually remitted by SunTrust for such Remittance Date
(as defined in the SunTrust Servicing Agreement); and
(h)
with respect to the Wachovia Serviced
Mortgage Loans, the excess of (i) the Compensating Interest (as
defined in the Wachovia Servicing Agreement) required to be
remitted by Wachovia on the Remittance Date (as defined in the
Wachovia Servicing Agreement) immediately preceding such
Distribution Date over (ii) the amount of the Compensating Interest
(as defined in the Wachovia Servicing Agreement) actually remitted
by Wachovia for such Distribution Date.
Controlling Person
: With respect to any Person, any other
Person who “controls” such Person within the meaning of
the Securities Act.
Cooperative Corporation:
With respect to any Cooperative Loan, the
cooperative apartment corporation that holds legal title to the
related Cooperative Property and grants occupancy rights to units
therein to stockholders through Proprietary Leases or similar
arrangements.
Cooperative Lien Search:
A search for (a) federal tax liens,
mechanics’ liens, lis pendens, judgments of record or
otherwise against (i) the Cooperative Corporation and (ii) the
seller of the Cooperative Unit, (b) filings of Financing Statements
and (c) the deed of the Cooperative Property into the Cooperative
Corporation.
Cooperative Loan:
A Mortgage Loan that is secured by a
first lien on and a perfected security interest in Cooperative
Shares and the related Proprietary Lease granting exclusive rights
to occupy the related Cooperative Unit in the building owned by the
related Cooperative Corporation.
Cooperative Property:
With respect to any Cooperative Loan, all
real property and improvements thereto and rights therein and
thereto owned by a Cooperative Corporation including without
limitation the land, separate dwelling units and all common
elements.
Cooperative Shares:
With respect to any Cooperative Loan, the
shares of stock issued by a Cooperative Corporation and allocated
to a Cooperative Unit and represented by stock
certificates.
Cooperative Unit: With respect to any
Cooperative Loan, a specific unit in a Cooperative
Property.
Corporate Trust Office
: 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 60 Livingston Avenue, Structured Finance
EP-MN-WS3D, St. Paul, Minnesota 55107-2292, Attention:
Corporate Trust—Structured Finance. 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 9062 Old Annapolis Road, Columbia, MD 21045, Attention:
CSAB 2006-2, except for purposes of Section 6.06 and
certificate transfer purposes, such term shall mean the office or
agency of the Trust Administrator located at Wells Fargo Bank,
National Association, Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479, Attention: CSAB
2006-2.
Corresponding Classes of
Certificates : With
respect to each Lower Tier Interest, any Class of Certificates
appearing opposite such Lower Tier Interest in the Preliminary
Statement.
Current Interest
: For any Class of Offered
Certificates (other than the Class AR Certificates) and any
Distribution Date, the amount of interest accruing at the
applicable Pass-Through Rate on the related Class Principal Balance
of such Class during the related Accrual Period; provided ,
that if and to the extent that on any Distribution Date the
Interest Remittance Amount is less than the aggregate distributions
required pursuant to Section 4.01(I)(a) without regard to this
proviso as a result of Interest Shortfalls, then the Current
Interest on each Class will be reduced, on a pro rata basis
in proportion to the amount of Current Interest for each Class
without regard to this proviso, by such Interest Shortfalls for
such Distribution Date.
Curtailment : Any payment of principal on a Mortgage Loan,
made by or on behalf of the related Mortgagor, other than a
Scheduled Payment, a prepaid Scheduled Payment or a Payoff, which
is applied to reduce the outstanding Stated Principal Balance of
the Mortgage Loan.
Custodial Agreements
: Those certain custodial
agreements each dated as of September 1, 2006 among the Trustee,
the Trust Administrator and either LaSalle Bank, National
Association and Wells Fargo Bank, N.A, as applicable, pursuant to
which the Custodian agrees to hold any of the documents or
instruments referred to in Section 2.01 of this Agreement as agent
for the Trustee.
Custodians : LaSalle Bank, National Association and Wells
Fargo Bank, N.A., each of which shall act as agent on behalf of the
Trustee, and shall be compensated by the Trust Administrator or as
otherwise specified therein.
Cut-off Date: September 1,
2006.
Cut-off Date Pool Principal
Balance :
$1,003,954,034.46.
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.
Countrywide : Countrywide Home Loans Servicing LP, a Texas
limited partnership, and its successors and assigns.
Countrywide Serviced Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule.
Countrywide Servicing
Agreement: That certain
Reconstituted Servicing Agreement dated as of September 1, 2006
among DLJMC, Countrywide, the Master Servicer, the Trustee and the
Trust Administrator.
Data Remittance Date
: With respect to any Distribution
Date and (A) the Master Servicer, SPS or Wells Fargo, the 10th
calendar day of the month in which such Distribution Date occurs,
or if such 10th day is not a Business Day, the Business Day
immediately following such 10th day or (B) WMMSC, no later than
twelve noon, five Business Days before the related Distribution
Date.
Deferred Amount
: For any Class of Subordinate
Certificates (other than the Class X Certificates) and any
Distribution Date, the amount by which (x) the aggregate of
the Applied Loss Amounts previously applied in reduction of
the Class Principal Balance thereof exceeds (y) the sum of (i)
the aggregate of amounts previously paid in reimbursement thereof
and (ii) any additions to the Class Principal Balance pursuant to
Section 4.03 on such Distribution Date or any previous Distribution
Date. Any payment of Deferred Amount pursuant to Section
4.01(I)(d) shall not result in a reduction to the Class Principal
Balance of the Class of Certificate to which it is
distributed.
Definitive Certificate
: As defined in Section
6.09.
Deleted Mortgage Loan:
As defined in Section
2.03(c).
Delinquency Rate
: For any month will be, generally,
the fraction, expressed as a percentage, the numerator of which is
the aggregate outstanding principal balance of all Mortgage Loans
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 Balance 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.
Designated Mortgage Loans
: Each of the following, as
applicable:
(a)
the Bank of America Serviced Mortgage
Loans, unless any such Mortgage Loan is no longer serviced by Bank
of America under the Bank of America Servicing
Agreement;
(b)
the Countrywide Serviced Mortgage Loans,
unless any such Mortgage Loan is no longer serviced by Countrywide
under the Countrywide Servicing Agreement;
(c)
the Hemisphere Serviced Mortgage Loans,
unless any such Mortgage Loan is no longer serviced by Hemisphere
under the Hemisphere Servicing Agreement;
(d)
the SunTrust Serviced Mortgage Loans,
unless any such Mortgage Loan is no longer serviced by SunTrust
under the SunTrust Servicing Agreement; and
(e)
the Wachovia Serviced Mortgage Loans,
unless any such Mortgage Loan is no longer serviced by Wachovia
under the Wachovia Servicing Agreement.
Designated Servicer
: Each of Bank of America,
Countrywide, Hemisphere, SunTrust and Wachovia, as
applicable.
Designated Servicing
Agreements : Each of the
Bank of America Servicing Agreement, the Countrywide Servicing
Agreement, the Hemisphere Servicing Agreement, the SunTrust
Servicing Agreement and the Wachovia Servicing Agreement, as
applicable.
Determination Date
: With respect to each Distribution
Date and (A) the Master Servicer or any Servicer (other than Wells
Fargo), the 10th day of the calendar month in which such
Distribution Date occurs or, if such 10th day is not a Business
Day, the Business Day immediately succeeding such Business Day and
(B) Wells Fargo, the Business Day immediately preceding the Cash
Remittance Date related to such Distribution Date.
Disqualified Organization
: Any organization defined as a
“disqualified organization” under Section 860E(e)(5) of
the Code, which includes any of the following: (i) the United
States, any State or political subdivision thereof, any possession
of the United States, or any agency or instrumentality of any of
the foregoing (other than an instrumentality which is a corporation
if all of its activities are subject to tax and, except for the
FHLMC, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, any international
organization, or any agency or instrumentality of any of the
foregoing, (iii) any organization (other than certain
farmers’ cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code
(including the tax imposed by Section 511 of the Code on unrelated
business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an
“electing large partnership” within the meaning of
Section 775 of the Code, and (vi) any other Person so designated by
the Trust Administrator based upon an Opinion of Counsel that the
holding of an Ownership Interest in a Residual Certificate by such
Person may cause any REMIC formed hereby or any Person having an
Ownership Interest in any Class of Certificates (other than such
Person) to incur a liability for any federal tax imposed under the
Code that would not otherwise be imposed but for the Transfer of an
Ownership Interest in a Residual Certificate to such Person.
The terms “United States”, “State”
and “international organization” shall have the
meanings set forth in Section 7701 of the Code or successor
provisions.
Distribution Date
: The 25 th day of any
month, or if such 25 th day is not a Business Day, the
Business Day immediately following such 25 th day,
commencing in October 2006.
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, 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 (1)
above and entered into with a depository institution or trust
company (acting as a principal) rated “A-1+” by the
Rating Agencies; provided, however , that collateral
transferred pursuant to such repurchase obligation must be of the
type described in clause (1) 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
Moody’s and one of the two highest available rating
categories of S&P at the time of such investment (any such
money market funds which provide for demand withdrawals being
conclusively deemed to satisfy any maturity requirements for
Eligible Investments set forth herein) including money market funds
of the Master Servicer, a Servicer, the Trustee or the Trust
Administrator and any such funds that are managed by the Master
Servicer, a Servicer, the Trustee or the Trust Administrator or
their respective Affiliates or for the Master Servicer, a Servicer,
the Trustee or the Trust Administrator or any Affiliate of such
Person acts as advisor, as long as such money market funds satisfy
the criteria of this subparagraph (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 any of Certificates, without respect to the Policy.
provided, however
, that no such instrument shall be an
Eligible Investment if such instrument evidences either (i) a right
to receive only interest payments with respect to the obligations
underlying such instrument, or (ii) both principal and interest
payments derived from obligations underlying such instrument and
the principal and interest payments with respect to such instrument
provide a yield to maturity of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA : The Employee Retirement Income Security Act
of 1974, as amended.
ERISA-Qualifying
Underwriting : A best
efforts or firm commitment underwriting or private placement that
meets the requirements (without regard to the ratings requirements)
of an Underwriter’s Exemption.
ERISA-Restricted
Certificate : As set
forth 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.
Exchange Act : The Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder.
Expense Fee Rate
: As to each Mortgage Loan, the sum
of the related Servicing Fee Rate, the Trust Administrator Fee
Rate, the rate at which any lender paid primary mortgage guaranty
insurance fee accrues, if applicable, and the Qualified Substitute
Mortgage Loan Excess Interest Rate, if applicable.
Expense Fees : As to each Mortgage Loan, the sum of the
related Servicing Fee, the Trust Administrator Fee, any lender paid
primary mortgage guaranty insurance premium, if applicable, and any
Qualified Substitute Mortgage Loan Excess Interest, if
applicable.
Fair Credit Reporting Act
: The Fair Credit Reporting Act of
1970, as amended.
FDIC : The Federal Deposit Insurance Corporation, or
any successor thereto.
Federal Funds Rate
: The interest rate at which depository
institutions lend balances at the Federal Reserve to other
depository institutions overnight.
FHLMC : The Federal Home Loan Mortgage Corporation, a
corporate instrumentality of the United States created and existing
under Title III of the Emergency Home Finance Act of 1970, as
amended, or any successor thereto.
Financing Statement
: A financing statement in the form
of a UCC-1 or UCC-3, as applicable, filed pursuant to the Uniform
Commercial Code to perfect a security interest in the Cooperative
Shares and Pledge Instruments.
Fitch Ratings: Fitch, Inc., or any successor
thereto.
FNMA : The Federal National Mortgage Association, a
federally chartered and privately owned corporation organized and
existing under the Federal National Mortgage Association Charter
Act, or any successor thereto.
Form 8-K Disclosure
Information : As defined in
Section 14.04.
Hemisphere : The Hemisphere National Bank, and its
successors and assigns.
Hemisphere Serviced Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule.
Hemisphere Servicing
Agreement: That certain
Reconstituted Servicing Agreement dated as of September 1, 2006
among DLJMC, Hemisphere, the Master Servicer, the Trustee and the
Trust Administrator.
Indemnification Agreement
: Indemnification Agreement dated
as of September 28, 2006, among, the Certificate Insurer, the
Depositor and the Seller.
Independent : When used with respect to any accountants, a Person
who is “independent” within the meaning of Rule 2-01(B)
of the Securities and Exchange Commission’s Regulation S-X.
Independent means, when used with respect to any other
Person, a Person who (A) is in fact independent of another
specified Person and any affiliate of such other Person, (B) does
not have any material direct or indirect financial interest in such
other Person or any affiliate of such other Person, (C) is not
connected with such other Person or any affiliate of such other
Person as an officer, employee, promoter, underwriter, Trust
Administrator, partner, director or Person performing similar
functions and (D) is not a member of the immediate family of a
Person defined in clause (B) or (C) above.
Indirect Participants
: Entities, such as banks, brokers,
dealers and trust companies, that clear through or maintain a
custodial relationship with a Participant, either directly or
indirectly.
Initial Class Principal
Balance : As set forth
in the Preliminary Statement.
Insolvency Proceeding
; As defined in Section 13.04(e) of
this Agreement.
Insurance Policy
: With respect to any Mortgage Loan
included in the Trust Fund, any Mortgage Guaranty Insurance Policy,
any standard hazard insurance policy, flood insurance policy or
title insurance policy, including all riders and endorsements
thereto in effect, including any replacement policy or policies for
any Insurance Policies.
Insurance Proceeds
: Amounts paid pursuant to any
insurance policy with respect to a Mortgage Loan that have not been
used to restore the related Mortgaged Property or released to the
Mortgagor in accordance with the related Servicer’s or the
related Designated Servicer’s normal servicing
procedures.
Insured Amounts
: With respect to the Insured
Certificates, it has the same meaning assigned to “Guaranteed
Distributions” in the Policy.
Insured Certificates
: The Class A-3-A and Class A-4
Certificates.
Insured Payments
: The aggregate amount actually paid by
the Certificate Insurer to the Trust Administrator in respect of
Insured Amounts.
Interest Determination Date: With
respect to the LIBOR Certificates and for each Accrual Period, the
second LIBOR Business Day preceding the commencement of such
Accrual Period.
Interest Rate : With respect to each Subsidiary REMIC Regular
Interest, the applicable rate set forth or calculated in the manner
described in the Preliminary Statement.
Interest Rate Cap
Account(s) :
The Class A-1-B-1 Interest Rate Cap
Account, the Class A-1-B-2 Interest Rate Cap Account, the Class
A-1-C Interest Rate Cap Account, the Class A-2 Interest Rate Cap
Account, the Class A-3-B Interest Rate Cap Account, the Class M-1
Interest Rate Cap Account, the Class M-2-B Interest Rate Cap
Account or the Class M-6 Interest Rate Cap Account,
respectively.
Interest Rate Cap Agreement
Counterparty : Credit
Suisse International.
Interest Rate Cap Agreement
Termination Date : With
respect to each Interest Rate Cap Agreement, the related
Distribution Date as specified in the table below, after any
required payment is made.
|
Interest Rate Cap Agreement
|
Distribution Date
|
|
Class A-1-B-1
|
September 2010
|
|
Class A-1-B-2
|
April 2009
|
|
Class A-1-C
|
April 2009
|
|
Class A-2
|
November 2009
|
|
Class A-3-B
|
October 2011
|
|
Class M-1
|
September 2008
|
|
Class M-2-B
|
November 2008
|
|
Class M-6
|
November 2008
|
Interest Rate Cap
Agreements : The Class
A-1-B-1 Interest Cap Rate Agreement, Class A-1-B-2 Interest Cap
Rate Agreement, Class A-1-C Interest Cap Rate Agreement, Class A-2
Interest Cap Rate Agreement, Class A-3-B Interest Cap Rate
Agreement, Class M-1 Interest Cap Rate Agreement, Class M-2-B
Interest Cap Rate Agreement and Class M-6 Interest Cap Rate
Agreement.
Interest Remittance Amount
: For any Distribution Date, an
amount equal to the sum of (1) all interest collected (other than
related Payaheads, if applicable) or advanced in respect of
Scheduled Payments on the Mortgage Loans during the related
Collection Period, the interest portion of Payaheads previously
received and intended for application in the related Collection
Period and the interest portion of all Payoffs and Curtailments
received on the Mortgage Loans during the related Prepayment Period
(other than interest on Principal Prepayments in full that occur
during the portion of the Prepayment Period that is in the same
calendar month as the related Distribution Date), less (x) the
Servicing Fees and any lender paid Primary Insurance Policy
premiums with respect to the Mortgage Loans and (y) unreimbursed
Advances and other amounts due to the Servicers, the Master
Servicer, the Trust Administrator or the Trustee with respect to
the 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 with respect to such
Distribution Date, (3) the portion of any Substitution Adjustment
Amount and Purchase Price paid with respect to the Mortgage Loans
during the calendar month immediately preceding the Distribution
Date, in each case allocable to interest and the proceeds of any
purchase of the Mortgage Loans by the Terminating Entity pursuant
to Section 9.01 allocable to interest and (4) all Net Liquidation
Proceeds, and any Insurance Proceeds and other recoveries (net of
unreimbursed Advances, Servicing Advances and expenses, to the
extent allocable to interest, and unpaid Servicing Fees) collected
with respect to the Mortgage Loans during the prior calendar month,
to the extent allocable to interest.
Interest Shortfall
: For any Distribution Date, an
amount equal to the aggregate shortfall, if any, in collections of
interest (adjusted to the related Net Mortgage Rate) on the
Mortgage Loans resulting from (a) Prepayment Interest Shortfalls to
the extent not covered by a Compensating Interest Payment and (b)
interest payments on certain of the Mortgage Loans being limited
pursuant to the provisions of the Relief Act.
ISDA : International Swaps and Derivatives
Association, Inc.
ISDA Master Agreement
: An ISDA Master Agreement
(Multicurrency-Cross Border) in the form published by ISDA in 1992
including the schedule thereto.
Investment Account
: The commingled account (which
shall be commingled only with investment accounts related to series
of pass-through certificates with a class of certificates which has
a rating equal to the highest of the Ratings of the Certificates)
maintained by WMMSC in the trust department of the Investment
Depository pursuant to Section 3.05. The Investment Account
shall be an Eligible Account.
Investment Depository
: U.S. Bank National Association or
another bank or trust company designated from time to time by
WMMSC. The Investment Depository shall at all times be an
Eligible Institution.
Late Payment Rate
: With respect to any Distribution
Date, the greater of (i) the per annum rate of interest, publicly
announced from time to time by JPMorgan Chase Bank National
Association at its principal office in the City of 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 JPMorgan Chase
Bank National Association) plus 3% and (ii) the then applicable
highest rate of interest on the Insured Certificates, in each case,
computed on the basis of a year of 360 days and the actual number
of days elapsed and in no event shall the Late Payment Rate exceed
the maximum rate permissible under any applicable law limiting
interest rates.
Lender Paid Mortgage Guaranty
Insurance Policy : Any
lender paid Mortgage Guaranty Insurance Policy.
LIBOR Business Day
: Any day other than (i) a Saturday
or a Sunday or (ii) a day on which banking institutions in the
State of New York or in the City of London, England are required or
authorized by law to be closed.
LIBOR Certificates: As set forth
in the Preliminary Statement.
Liquidated Mortgage Loan
: With respect to any Distribution
Date, a defaulted Mortgage Loan (including any REO Property) which
was liquidated in the calendar month preceding the month of such
Distribution Date and as to which the related Servicer has
determined (with respect to the Non-Designated Mortgage Loans, in
accordance with this Agreement, or with respect to the Designated
Mortgage Loans, in accordance with the related Designated Servicing
Agreement) that it has received all amounts it expects to receive
in connection with the liquidation of such Mortgage Loan, including
the final disposition of the related REO Property.
Liquidation Expenses
: Customary and reasonable
“out of pocket” expenses incurred by a Servicer (or the
related Sub-Servicer) in connection with the liquidation of any
defaulted Mortgage Loan and not recovered by such Servicer (or the
related Sub-Servicer) under a Mortgage Guaranty Insurance Policy
for reasons other than such Servicer’s failure to comply with
Section 3.09 hereof, such expenses including, without limitation,
legal fees and expenses, any unreimbursed amount expended by a
Servicer pursuant to Section 3.11 hereof respecting the related
Mortgage and any related and unreimbursed expenditures for real
estate property taxes or for property restoration or preservation
to the extent not previously reimbursed under any hazard insurance
policy for reasons other than such Servicer’s failure to
comply with Section 3.11 hereof.
Liquidation Proceeds
: Amounts, including Insurance
Proceeds, received in connection with the partial or complete
liquidation of defaulted Mortgage Loans, whether through
trustee’s sale, foreclosure sale or otherwise or amounts
received in connection with any condemnation or partial release of
a Mortgaged Property related to a Mortgage Loan and any other
proceeds received in connection with an REO Property, other than
Recoveries.
Loan-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.
Lost Mortgage Note
: Any Mortgage Note the original of
which was permanently lost or destroyed and has not been
replaced.
Lower Tier Interest
: As described in the Preliminary
Statement.
Majority Servicer
: The Servicer servicing the
largest percentage of Mortgage Loans by Stated Principal Balance of
outstanding Mortgage Loans on the Optional Termination
Date.
Master REMIC : As described in the Preliminary
Statement.
Master Servicer
: Wells Fargo.
Master Servicer Employees
: As defined in Section
3.18.
MERS : Mortgage Electronic Registration Systems,
Inc., a corporation organized and existing under the laws of the
State of Delaware, or any successor thereto.
MERS Mortgage Loan
: Any Mortgage Loan registered with
MERS on the MERS System.
MERS® System
: The system of recording transfers
of mortgages electronically maintained by MERS.
MIN : The mortgage identification number for any
MERS Mortgage Loan.
MOM Loan: Any Mortgage Loan as
to which MERS is acting as mortgagee, solely as nominee fro the
originator of such Mortgage Loan and its successors and
assigns.
Monthly Excess Cashflow
: For any Distribution Date, an
amount equal to the sum of the Monthly Excess Interest and
Overcollateralization Release Amount, if any, for such
date.
Monthly Excess Interest
: As to any Distribution Date, the
Interest Remittance Amount remaining after the application of
payments pursuant to clauses (i) through (ix) of Section 4.01(I)(a)
and the Principal Payment Amount remaining after the application of
payments pursuant to clauses (i) through (viii) of Section
4.01(I)(b) or 4.01(I)(c), as applicable.
Moody’s : 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.
Mortgage Guaranty Insurance
Policy : Each policy of
primary mortgage guaranty insurance or any replacement policy
therefor with respect to any Mortgage Loan.
Mortgage Loans : Such of the mortgage loans and cooperative
loans transferred and assigned to the Trustee pursuant to the
provisions hereof as from time to time are held as a part of the
Trust Fund (including any REO Property), the mortgage loans so held
being identified in the Mortgage Loan Schedule, notwithstanding
foreclosure or other acquisition of title of the related Mortgaged
Property. With respect to each Mortgage Loan that is a
Cooperative Loan, if any, “Mortgage Loan” shall
include, but not be limited to, the related Mortgage Note, Security
Agreement, Assignment of Proprietary Lease, Recognition Agreement,
Cooperative Shares and Proprietary Lease and, with respect to each
Mortgage Loan other than a Cooperative Loan, “Mortgage
Loan” shall include, but not be limited to the related
Mortgages and the related Mortgage Notes.
Mortgage Loan Auction Price
: The price, calculated as set
forth in Section 11.01, to be paid in connection with the purchase
of the Mortgage Loans by the Auction Purchaser.
Mortgage Loan Purchase
Price : The price,
calculated as set forth in Section 11.01, to be paid in connection
with the purchase of the Mortgage Loans pursuant to an Optional
Termination.
Mortgage Loan Schedule
: The list of Mortgage Loans (as
from time to time amended by the 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:
1.
the Mortgage Loan identifying
number;
2.
a code indicating the type of Mortgaged
Property (detached single family dwelling, PUD, condominium unit,
two- to four-unit residential property or Cooperative Unit) and the
occupancy status;
3.
the original months to maturity or the
remaining months to maturity from the Cut-off Date, in any case
based on the original amortization schedule and, if different, the
maturity expressed in the same manner but based on the actual
amortization schedule;
4.
the Loan-to-Value Ratio at
origination;
5.
a code indicating the existence of a
subordinate lien for the related mortgaged property;
6.
the combined loan-to-value ratio at
origination;
7.
the related borrower’s
debt-to-income ratio;
8.
the related borrower’s credit score
at origination;
9.
the Mortgage Rate as of the Cut-off
Date;
10.
the stated maturity date;
11.
the amount of the Scheduled Payment as of
the Cut-off Date;
12.
the original principal amount of the
Mortgage Loan;
13.
the principal balance of the Mortgage
Loan as of the close of business on the Cut-off Date, after
deduction of payments of principal due on or before the Cut-off
Date whether or not collected;
14.
a code indicating the purpose of the
Mortgage Loan (i.e., purchase, rate and term refinance, equity
take-out refinance);
15.
a code indicating whether an Assigned
Prepayment Premium is required to be paid in connection with a
prepayment of the Mortgage Loan and the term and the amount of the
Assigned Prepayment Premium;
16.
the Expense Fee Rate as of the Cut-off
Date;
17.
the Servicing Fee Rate (which may be
disclosed on the Mortgage Loan Schedule in two parts identified as
the servicing fee and the master servicing fee or in two parts
identified as the “Lender Fee” and the “Mgmt
Fee” or in two parts identified as “service fee”
and “excess fee”);
18.
the Servicer of the Mortgage
Loan;
19.
a code indicating whether the Mortgage
Loan is covered under a borrower paid or lender paid Primary
Insurance Policy (and, if so, the name of the insurance carrier)
and the rate at which any lender paid Primary Insurance Policy
premium is calculated, if applicable;
20.
a code indicating whether the Mortgage
Loan is a MERS Mortgage Loan and, if so, its corresponding
MIN.
With respect to the Mortgage Loans in the
aggregate, each Mortgage Loan Schedule shall set forth the
following information, as of the Cut-off Date:
1.
the number of Mortgage Loans;
2.
the current aggregate principal balance
of the Mortgage Loans as of the close of business on the Cut-off
Date, after deduction of payments of principal due on or before the
Cut-off Date whether or not collected; and
3.
the weighted average Mortgage Rate of the
Mortgage Loans.
Mortgage Note : The original executed note or other evidence
of the indebtedness of a Mortgagor under a Mortgage
Loan.
Mortgage Rate : The annual rate of interest borne by a
Mortgage Note.
Mortgaged Property
: The underlying real property
securing a Mortgage Loan or, with respect to a Cooperative Loan,
the related Cooperative Shares and Proprietary Lease.
Mortgagor: The obligor on a
Mortgage Note.
Most Senior Enhancement
Percentage : With
respect to any Distribution Date and any Class of Certificates, a
fraction, expressed as a percentage, the numerator of which is the
sum of (i) the aggregate Class Principal Balance of those Classes
of Certificates which are lower in priority and (ii) the
Overcollateralization Amount (which, for purposes of this
definition only, shall not be less than zero), in each case prior
to giving effect to payments on such Distribution Date and the
denominator of which is the Aggregate Loan Balance as of the first
day of the related Collection Period.
Net Funds Cap : For any Distribution Date and each Class of
Offered Certificates (other than the Class AR Certificates), a per
annum rate equal to (a) a fraction, expressed as a percentage,
the numerator of which is the product of (1) the Optimal
Interest Remittance Amount on such date (adjusted to account for
the Certificate Insurer Premium with respect to the Insured
Certificates) and (2) 12, and the denominator of which is the
Aggregate Loan Balance for the immediately preceding Distribution
Date, multiplied by, with respect to the LIBOR Certificates only,
(b) a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days in the
immediately preceding Accrual Period.
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.
Net Mortgage Rate
: As to each Mortgage Loan, and at
any time, the per annum rate equal to the Mortgage Rate for such
Mortgage Loan less the related Expense Fee Rate.
Net Prepayment Interest
Shortfall : For any
Distribution Date, the amount by which the aggregate of Prepayment
Interest Shortfalls during the related Prepayment Period exceeds
the Compensating Interest Payments.
NIM Note : Any debt instrument secured by distributions
on any of the Certificates issued by the Trust Fund.
NIM Trust : Any trust created to hold the Class X
Certificates that issues notes that are secured by distributions on
the Class X Certificates.
1933 Act : The Securities Act of 1933, as
amended.
1934 Act : The Securities Exchange Act of 1934, as
amended.
Non-Designated Mortgage
Loans : The Mortgage
Loans that are not Designated Mortgage Loans.
Nonrecoverable Advance
: Any portion of an Advance or
Servicing Advance previously made or proposed to be made by the
Master Servicer or a Servicer that, in the good faith judgment of
the Master Servicer or a Servicer, will not be ultimately
recoverable by the Master Servicer or a Servicer from the related
Mortgagor, related Liquidation Proceeds or otherwise from proceeds
or collections on the related Mortgage Loan.
Offered Certificates
: As set forth 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 Seller, the Master Servicer, the
Servicers, any Special Servicer, a Sub-Servicer, the Trustee or the
Trust Administrator, as the case may be, and delivered to the
Depositor, the Seller, the Master Servicer, any Special Servicer,
the Servicers, the Trustee or the Trust Administrator, as required
by this Agreement.
Opinion of Counsel
: A written opinion of counsel, who
may be counsel for the Depositor, the Master Servicer or a
Servicer, 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
Depositor, the Master Servicer or such Servicer or in any affiliate
of either of them and (iii) not be connected with Depositor, the
Master Servicer or such Servicer as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing
similar functions; provided, that with respect to Wells Fargo Bank,
N.A., as a Servicer, such counsel may be in-house counsel for Wells
Fargo Bank, N.A., as a Servicer.
Optimal Interest Remittance
Amount : With respect to any
Distribution Date, an amount equal to the excess of (i) the product
of (1) (x) the weighted average Net Mortgage Rate of the Mortgage
Loans as of the first day of the related Collection Period divided
by (y) 12 and (2) the Aggregate Loan Balance for the immediately
preceding Distribution Date, over (ii) any expenses that reduce the
Interest Remittance Amount which did not arise as a result of a
default or delinquency of the Mortgage Loans or were not taken into
account in computing the Expense Fee Rate.
Optional Termination
: Any purchase of the Mortgage
Loans by a Terminating Entity or an Auction Purchaser, pursuant to
Section 11.01.
Optional Termination Date
: As defined in Section
11.01(A).
Optional Termination Notice Period:
The period during which notice of an Optional Termination is
to be given to the affected Certificateholders of an Optional
Termination pursuant to Section 11.03(e).
OTS : The Office of Thrift Supervision.
Overcollateralization
Amount : For any
Distribution Date, an amount equal to the amount, if any, by which
(x) the applicable Aggregate Loan Balance for such Distribution
Date exceeds (y) the aggregate Class Principal Balance of the
Offered Certificates after giving effect to payments on such
Distribution Date.
Overcollateralization Commencement
Date : The Distribution
Date in November 2006.
Overcollateralization
Deficiency : For any
Distribution Date will be equal to the amount, if any, by which (x)
the Targeted Overcollateralization Amount for such Distribution
Date exceeds (y) the Overcollateralization Amount for such
Distribution Date, calculated for this purpose after giving effect
to the reduction on such Distribution Date of the aggregate Class
Principal Balance of the Certificates resulting from the payment of
the Principal Payment Amount on such Distribution Date, but prior
to allocation of any Applied Loss Amount on such Distribution
Date.
Overcollateralization Release Amount:
For any Distribution Date, an amount equal to the lesser of
(x) the Principal Remittance Amount for such Distribution Date and
(y) the amount, if any, by which (1) the Overcollateralization
Amount for such date, calculated for this purpose on the basis of
the assumption that 100% of the aggregate Principal Remittance
Amount for such date is applied on such date in reduction of the
aggregate of the Class Principal Balances of the Certificates,
exceeds (2) the Targeted Overcollateralization Amount for such
date.
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.
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 (other than the LIBOR Certificates) will be
computed on the basis of a 360-day year comprised of twelve 30-day
months. Interest on the LIBOR Certificates shall be
calculated on the basis of a 360-day year and the actual number of
days elapsed in each Accrual Period
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 a 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).
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 such month 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)(a)
of the definition of Compensating Interest Payment payable to
WMMSC) not required to be distributed as a Compensating Interest
Payment on such Distribution Date, Payoff Interest shall be payable
to WMMSC as additional servicing compensation.
For any Distribution Date with respect to
each SPS Serviced Mortgage Loan and Wells Fargo 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 and 14th calendar day, respectively, of such month, an
amount of interest thereon at the applicable Net Mortgage Rate from
the first day of such month through the day of receipt
thereof.
PCAOB : The Public Company Accounting Oversight
Board.
Percentage Interest
: 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.
Pledge Instruments
: With respect to each Cooperative
Loan, the Stock Power, the Assignment of Proprietary Lease and the
Security Agreement.
Policy :
The Financial Guaranty Insurance
Policy No. 51762-N issued by the Certificate Insurer with respect
to the Insured Certificates including any endorsements
thereto.
Policy Payments Account
: As defined in Section 13.04(b) of
this Agreement.
Prepayment Interest
Shortfall : As to any
Mortgage Loan, Distribution Date and Principal Prepayment (a WMMSC
Serviced Mortgage Loan or a SPS Serviced Mortgage Loan received
during the period from and including the first day to and including
the 14th day of the month of such Distribution Date with respect to
a Wells Serviced Mortgage Loans or Wells Serviced CORE Mortgage
Loans received during the period from and including the first day
to and including the 13 th 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, on the outstanding principal
balance of such Mortgage Loan immediately prior to such prepayment
or, if such Principal Prepayment is a Curtailment, the principal
amount of such Curtailment and (ii) the amount of interest actually
received with respect to such Mortgage Loan in connection with such
Principal Prepayment, net of the Servicing Fee.
Prepayment Premium
: With respect to any Mortgage
Loan, any penalty, fee or premium required to be paid if the
Mortgagor prepays such Mortgage Loan as provided in the related
Mortgage Note or Mortgage.
Prepayment Premium Loans
: The Mortgage Loans for which
DLJMC is the owner of the Servicing Rights as of the Cut-off
Date.
Prepayment Period
: With respect to each Distribution
Date and each Payoff with respect to a WMMSC Serviced Mortgage Loan
or a SPS Serviced Mortgage Loan, the related “Prepayment
Period” will commence on the 15th day of the month preceding
the month in which the related Distribution Date occurs (or, in the
case of the first Distribution Date, commencing on the Cut-off
Date) and will end on the 14th day of the month in which such
Distribution Date occurs. With respect to each Distribution
Date and any Payoff with respect to a Wells Fargo Serviced Mortgage
Loan or a Wells Fargo Serviced CORE Mortgage Loan, the related
“Prepayment Period” will commence on the 14
th day of the month preceding the month in which the
related Distribution Date occurs (or, in the case of the first
Distribution Date, commencing on the Cut-off Date) and will end on
the 13 th day of month in which such Distribution Date
occurs. With respect to each Distribution Date and any
Curtailment on any Wells Fargo Serviced Mortgage Loans, WMMSC
Serviced Mortgage Loan, Wells Fargo Serviced CORE Mortgage Loans,
SPS Serviced Mortgage Loan, the related “Prepayment
Period” will commence on the first day of the month preceding
the month in which the related Distribution Date occurs and will
end on the last day of such month. With respect to each
Distribution Date and each Payoff and Curtailment with respect to
any other Mortgage Loan, the related “Prepayment
Period” will be as defined in the Designated Servicing
Agreement.
Principal Payment Amount
: For any Distribution Date, the
excess of 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 that constitutes a Payoff or Curtailment.
Principal Remittance Amount: For
any Distribution Date, an amount equal to (A) the sum of
(1) all principal collected (other than Payaheads) or advanced
in respect of Scheduled Payments on the Mortgage Loans during the
related Collection Period (less unreimbursed Advances, Servicing
Advances and other amounts due to the Servicers, the Master
Servicer, the Trust Administrator and the Trustee with respect to
the Mortgage Loans, 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 on the Mortgage Loans received during the
related Prepayment Period, (3) the outstanding principal
balance of each Mortgage Loan that was repurchased by the Seller or
purchased by the Servicer during the calendar month immediately
preceding such Distribution Date, (4) the principal portion of the
Mortgage Loan Purchase Price received in connection with an
Optional Termination pursuant to Section 11.01, (5) the principal
portion of the Mortgage Loan Auction Price received in connection
with an Auction Sale pursuant to Section 11.01, (6) the
portion of any Substitution Adjustment Amount paid with respect to
any Deleted Mortgage Loans during the calendar month immediately
preceding such Distribution Date allocable to principal and
(7) all Net Liquidation Proceeds (net of unreimbursed
Advances, Servicing Advances and other expenses, to the extent
allocable to principal) and any Recoveries collected with
respect to the Mortgage Loans during the prior calendar month, to
the extent allocable to principal less (B) the Capitalization
Reimbursement Amount for such Distribution Date.
Private Certificates
: As set forth in the Preliminary
Statement.
Proprietary Lease
: The lease on a Cooperative Unit
evidencing the possessory interest of the owner of the Cooperative
Shares in such Cooperative Unit.
Prospectus : The Prospectus, dated August 28, 2006,
relating to the offering by the Depositor from time to time of its
CSAB 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
September 28, 2006, 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 the Seller pursuant to Section 2.02 or 2.03 or
purchased by an entity pursuant to Section 3.11(f) or purchased at
the option of any Special Servicer pursuant to Section 3.19(c), 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, (iii) in
the case of a Mortgage Loan purchased by the Seller, the amount of
any unreimbursed Servicing Advances made by a Servicer, other than
the Seller, with respect to such Mortgage Loan or, in the case of a
Mortgage Loan purchased by a Special Servicer, any unreimbursed
Servicing Advances payable to any Servicer other than SPS and (iv)
any costs and damages (including, without limitation, late fees)
actually incurred and paid by or on behalf of the Trust Fund in
connection with the fact that such Mortgage Loan at the time it was
made failed to comply in all material respects with applicable
federal, state or local predatory and abusive lending laws, to the
extent such costs and damages result from a breach by the Seller of
the representation and warranty set forth in Schedule III(viii).
With respect to any Mortgage Loan required or allowed to be
purchased, the related Servicer or the 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 : One or more
Mortgage Loans substituted by the Seller for one or more Deleted
Mortgage Loans which must, on the date of such substitution, as
confirmed in a Request for Release, substantially in the form of
Exhibit L, individually or in the aggregate and on a weighted
average basis, as applicable, (i) have a Stated Principal Balance,
after deduction of the principal portion of the Scheduled Payment
due in the month of substitution, not in excess of, and not more
than 10% less than the Stated Principal Balance of the Deleted
Mortgage Loan; (ii) be accruing interest at a rate no lower than
and not more than 1% per annum higher than, that of the Deleted
Mortgage Loan; (iii) have a Loan-to-Value Ratio no higher than that
of the Deleted Mortgage Loan; (iv) have a remaining term to
maturity not more than one year greater than or less than that of
the Deleted Mortgage Loan; provided that the remaining term to
maturity of any such Mortgage Loan shall be no greater than the
last maturing Mortgage Loan in the Trust Fund immediately prior to
any substitution; (v) not be a Cooperative Loan unless the Deleted
Mortgage Loan was a Cooperative Loan; (vi) have the same Due Date
as the Due Date on the Deleted Mortgage Loan; (vii) have a risk
grading at least equal to the risk grading assigned on the Deleted
Mortgage Loan, (viii) be a “qualified mortgage” as
defined in the REMIC Provisions and (ix) comply with each
representation and warranty set forth in Section 2.03(b).
In the event that one or more mortgage loans are substituted
for one or more Deleted Mortgage Loans, the amounts described in
clause (i) hereof shall be determined on the basis of aggregate
principal balances, the Mortgage Interest Rates described in clause
(ii) hereof shall be determined on the basis of weighted average
Mortgage Interest Rates, the terms described in clause (iv) hereof
shall be determined on the basis of weighted average remaining term
to maturity, the Loan-to-Value Ratios described in clause (iii)
hereof shall be satisfied as to each such Qualified Substitute
Mortgage Loan, the risk gradings described in clause (vii) hereof
shall be satisfied as to each such Qualified Substitute Mortgage
Loan and, except to the extent otherwise provided in this sentence,
the representations and warranties described in clause (ix) hereof
must be satisfied as to each Qualified Substitute Mortgage Loan or
in the aggregate, as the case may be.
Qualified Substitute Mortgage Loan
Excess Interest : For
any Qualified Substitute Mortgage Loan and Distribution Date, the
product of (x) the Stated Principal Balance, as of the second
preceding Due Date after giving effect to scheduled payments for
that Due Date, whether or not received, of such Mortgage Loan and
(y) the Qualified Substitute Mortgage Loan Excess Interest Rate for
such Mortgage Loan and Distribution Date.
Qualified Substitute Mortgage Loan
Excess Interest Rate :
For any Qualified Substitute Mortgage Loan and Distribution
Date, the excess of the rate at which such Mortgage Loan is
accruing interest over the rate at which the related Deleted
Mortgage Loan was accruing interest on the date of
substitution.
Rating Agency : Moody’s or S&P, or any successor to
either of them.
Ratings : As of any date of determination, the ratings,
if any, of the Certificates as assigned by the Rating
Agencies.
Realized Loss : With respect to any 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.
Recognition Agreement
: An Agreement among a Cooperative
Corporation, a lender and a Mortgagor with respect to a Cooperative
Loan whereby such parties (i) acknowledge that such lender may
make, or intends to make, such Cooperative Loan, (ii) make
certain agreements with respect to such Cooperative
Loan.
Record Date : With respect to any Distribution Date and the
LIBOR Certificates, the Business Day immediately preceding that
Distribution Date so long as the Certificates remain Book-Entry
Certificates, or otherwise on the close of business on the last
Business Day of the month preceding the month in which the
applicable Distribution Date occurs, and with respect to any other
Class of Certificates, the close of business on the last Business
Day of the month preceding the month in which the applicable
Distribution Date occurs.
Recovery : With respect to any Distribution Date and
Mortgage Loan that became a Liquidated Mortgage Loan in a month
preceding the month prior to that Distribution Date, an amount
received in respect of such Liquidated Mortgage Loan during the
prior calendar month which has previously been allocated as a
Realized Loss to a Class or Classes of Certificates, net of any
reimbursable expenses.
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; provided that at least two such Reference Banks
provide such rate. If fewer than two offered rates appear,
the Reference Bank Rate will be the arithmetic mean of the rates
quoted by one or more major banks in New York City, selected by the
Trust Administrator after consultation with DLJMC, as of 11:00
A.M., New York City time, on such date for loans in U.S. Dollars to
leading European banks for a period of one month in amounts
approximately equal to the aggregate Class Principal Balance of the
LIBOR Certificates. If no such quotations can be obtained,
the Reference Bank Rate shall be the Reference Bank Rate applicable
to the preceding Accrual Period.
Reference Banks
: Three major banks that are
engaged in the London interbank market, selected by the Trust
Administrator after consultation with DLJMC.
Reimbursement Amount
: As to any Distribution Date, the
sum of (i)(a) all Insured Payments paid by the Certificate Insurer,
but for which the Certificate Insurer has not been reimbursed prior
to such Distribution Date pursuant to this Agreement, plus (b)
interest accrued thereon, calculated at the related Late Payment
Rate from the date the Certificate Insurer paid the Insured Payment
to the Trust Administrator and (ii) without duplication, (a) any
other amounts owing to the Certificate Insurer under this Agreement
and the Indemnification Agreement, as certified to the Trust
Administrator by the Certificate Insurer plus (b) interest accrued
thereon calculated at the related Late Payment Rate.
Registration Statement
: That certain registration
statement on Form S-3, as amended (Registration No. 333-135481),
relating to the offering by the Depositor from time to time of its
CSAB 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 Residual Certificates.
Regulation AB : Means Subpart 229.1100 – Asset Backed
Securities (Regulation AB), 17 C.F.R. §§229.1100 -
229.1123, as such may be amended from time to time, and subject to
such clarification and interpretation as have been provided by the
Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Red. Reg. 1,506, 1,531 (Jan.
7, 2005)) or by the staff of the Commission, or as may be provided
by the Commission or its staff from time to time.
Regulation S : Regulation S promulgated under the Securities
Act or any successor provision thereto, in each case as the same
may be amended from time to time; and all references to any rule,
section or subsection of, or definition or term contained in,
Regulation S means such rule, section, subsection, definition or
term, as the case may be, or any successor thereto, in each case as
the same may be amended from time to time.
Relevant Servicing Criteria
: The Servicing Criteria applicable to
the various parties, as set forth on Exhibit Q attached hereto.
For clarification purposes, multiple parties can have
responsibility for the same Relevant Servicing Criteria. With
respect to a Servicing Function Participant engaged by the Master
Servicer, each Servicer, the Trust Administrator, the Trustee or
each Servicer, the term “Relevant Servicing Criteria”
may refer to a portion of the Relevant Servicing Criteria
applicable to such parties.
Relief Act : The Servicemembers Civil Relief Act of 1940,
as amended, and any similar state or local law.
Relief Act Reductions
: With respect to any Distribution
Date and any Mortgage Loan as to which there has been a reduction
in the amount of interest collectible thereon for the most recently
ended calendar month as a result of the application of the Relief
Act, the amount, if any, by which (i) interest collectible on such
Mortgage Loan for the most recently ended calendar month is less
than (ii) interest accrued thereon for such month pursuant to the
Mortgage Note.
REMIC : A “real estate mortgage investment
conduit”, within the meaning of Section 860D of the Code.
Reference herein to REMIC refers to the Master REMIC and
Subsidiary REMIC 1, 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.
REO Disposition
: The final sale by Wells Fargo, as
a Servicer, of any REO Property.
REO Disposition Fee
: With respect to each REO
Disposition, the greater of (i) $1,200 or (ii) one percent (1%) of
the final sales price of such REO Disposition; provided that the
real estate broker commission with respect to the liquidation of
the REO property is equal to or less than 5% except in such cases
where the property value is less than $100,000 or the property is
located in a rural area and market conditions require the related
Servicer to pay a real estate broker commission greater than 5% or
prior written consent has been obtained from DLJMC or their
authorized representative.
REO Property : A Mortgaged Property acquired by the Trust
Fund through foreclosure or deed-in-lieu of foreclosure in
connection with a defaulted Mortgage Loan.
Required Basis Risk Reserve Fund
Amount : With respect to
any Distribution Date, $5,000.
Required Basis Risk Reserve Fund
Deposit: With respect to any Distribution Date, the sum of
(i) any Basis Risk Shortfall for such date (net of amounts
available to pay Basis Risk Shortfalls on deposit in the Interest
Rate Cap Accounts on such date) and (ii) the excess, if any,
of the Required Basis Risk Reserve Fund Amount for such
Distribution Date over the amount on deposit in the Basis Risk
Reserve Fund at the close of business on the Business Day
immediately preceding such Distribution Date.
Required Insurance Policy
: With respect to any
Non-Designated Mortgage Loan, any insurance policy that is required
to be maintained from time to time under this Agreement in respect
of such Mortgage Loan or the related Mortgaged Property.
Reportable Event
: As defined in Section 14.04.
Reporting Servicer
: As defined in Section 14.03.
Residual Certificates
: The Class AR
Certificates.
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, respectively, 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 by any of the above designated
officers and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such
officer’s knowledge of and familiarity with the particular
subject.
Rolling Three Month Delinquency
Rate : For any
Distribution Date will be the fraction, expressed as a percentage,
equal to the average of the related Delinquency Rates for each of
the three (or one and two, in the case of the first and second
Distribution Dates) immediately preceding months.
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 McGraw-Hill Companies, Inc., or any successor
thereto.
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.
Sarbanes-Oxley Act
: The Sarbanes-Oxley Act of 2002 and the
rules and regulations of the Commission promulgated thereunder
(including any interpretations thereof by the Commission’s
staff).
Sarbanes-Oxley
Certification : As defined in
Section 14.09.
Securities Act : means the Securities Act of 1933, as amended, and
the rules and regulations thereunder.
Security Agreement
: With respect to a Cooperative Loan, the
agreement or mortgage creating a security interest in favor of the
originator of the Cooperative Loan in the related Cooperative
Shares.
Seller : DLJMC.
Senior Certificates
: As set forth in the Preliminary
Statement.
Senior Enhancement
Percentage : For any
Distribution Date, the fraction, expressed as a percentage, the
numerator of which is the sum of the aggregate Class Principal
Balance of the Subordinate Certificates (other than the Class X
Certificates) and the Overcollateralization Amount (which, for
purposes of this definition only, shall not be less than zero), in
each case prior to giving effect to payments on such Distribution
Date (assuming no Trigger Event has occurred), and the denominator
of which is the Aggregate Loan Balance as of the first day of the
related Collection Period.
Senior Principal Payment
Amount : For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution
Date, will be the amount, if any, by which (x) the aggregate
Class Principal Balance of the Senior Certificates immediately
prior to such Distribution Date exceeds (y) the lesser of
(A) the product of (i) 85.40% and (ii) the Aggregate
Loan Balance for such Distribution Date and (B) the amount, if
any, by which (i) the Aggregate Loan Balance for such
Distribution Date exceeds (ii) 0.50% of the Aggregate Loan
Balance as of the Cut-off Date.
Sequential Trigger Event
:
With respect to any Distribution Date if
cumulative Realized Losses as of the last day of the related
Collection Period as a percentage of the Aggregate Loan Balance as
of the Cut-off Date is greater than 12.50%, a Sequential Trigger
Event is in effect.
Servicer(s) : SPS, Countrywide, Wachovia, SunTrust, Bank of
America, Hemisphere, WMMSC and Wells Fargo, and any successor in
interest thereto or any successor servicer appointed as provided
herein.
Servicer Employee
: As defined in Section
3.18.
Service(s)(ing): In accordance with
Regulation AB, the act of servicing and administering the Mortgage
Loans or any other assets of the Trust Fund by an entity that meets
the definition of “servicer’ set forth in Item 1101 of
Regulation AB and is subject to the disclosure requirements set
forth in 1108 of Regulation AB. For clarification purposes,
any uncapitalized occurrence of this term shall have the meaning
commonly understood by participants in the residential
mortgage-backed securitization market.
Servicing Advance
: With respect to the Non-Designated
Mortgage Loans, all customary, reasonable and necessary “out
of pocket” costs and expenses incurred in the performance by
a Servicer of its servicing obligations related to such Mortgage
Loans, including, but not limited to, the cost (including
reasonable attorneys’ fees and disbursements) of (i) the
preservation, restoration and protection of a Mortgaged Property,
(ii) compliance with the obligations under Section 3.11 and any
enforcement or judicial proceedings, including foreclosures, (iii)
any litigation related to a Mortgage Loan, (iv) the management and
liquidation of any REO Property (including default management and
similar services, appraisal services and real estate broker
services), (v) any expenses incurred by a Servicer in connection
with obtaining an environmental inspection or review pursuant to
the second paragraph of Section 3.11(a), (vi) compliance with the
obligations under Section 3.09, (vii) locating any documents
missing from the Trustee’s Mortgage File and (viii) obtaining
broker price opinions.
With respect to the Designated Mortgage
Loans, Servicing Advance shall have the meaning assigned to such
term in the related Designated Servicing Agreement.
Servicing Criteria
: The “servicing
criteria” set forth in Item 1122(d) of Regulation AB, as such
may be amended from time to time.
Servicing Fee : As to each Mortgage Loan and any Distribution
Date, an amount equal to one month’s interest at the
Servicing Fee Rate on the Stated Principal Balance of such Mortgage
Loan as of the Due Date in the month of such Distribution Date
(prior to giving effect to any Scheduled Payments due on such
Mortgage Loan on such Due Date), subject to reduction as provided
in Section 3.14.
Servicing Fee Rate
: The per annum rate set forth on
the Mortgage Loan Schedule.
Servicing Function
Participant : Any
Sub-Servicer, Subcontractor or any other Person, other than each
Servicer, the Master Servicer, the Trustee and the Trust
Administrator, that is performing activities addressed by the
Servicing Criteria, unless such Person’s activities relate
only to 5% or less of the Mortgage Loans (measured as the weighted
average of the monthly percentages of the aggregate Stated
Principal Balance of the Mortgage Loans serviced by such
participant during the commencement of the calendar year prior to
the year in which an Assessment of Compliance is required to be
delivered, multiplied by a fraction, the numerator of which is the
number of months in such year during which such Servicing Function
Participant Services the related Mortgage Loans and the denominator
of which is 12, or, in the case of the year in which the Closing
Date occurs, the number of months elapsed from the Cut-Off Date to
the end of such calendar year). For clarification purposes,
each of the Custodians are Servicing Function
Participants.
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 by a Servicer on the Closing Date pursuant to this
Agreement, as such list may from time to time be amended and
delivered to the Trustee and Trust Administrator.
Special 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 Payoff Mortgage
Loan : With respect to
any Distribution Date, any Mortgage Loan (i) that was subject to a
Payoff in the month preceding the month of such Distribution Date
and (ii) the principal of which was distributed on the Distribution
Date immediately preceding such Distribution Date.
Special Servicer
: Any special servicer appointed by
the Class X Certificateholder pursuant to Section 3.19.
Special Serviced Mortgage
Loan : The Mortgage
Loans for which any Special Servicer acts as servicer pursuant to
Section 3.19.
SPS : Select Portfolio Servicing, Inc., a Utah
corporation, and its successors and assigns.
SPS Mortgage Loans
: Any SPS Serviced Mortgage Loans
for which SPS has not entered into a subservicing arrangement for
such Mortgage Loan pursuant to Section 3.02 hereof.
SPS Serviced Mortgage Loans: The
Mortgage Loans identified as such on the Mortgage Loan Schedule,
for which SPS is the applicable Servicer.
Standard Hazard Policy
: Each standard hazard insurance
policy or replacement therefor referred to in Section
3.09.
Startup Day : The Closing Date.
Stated Principal Balance
: As to any Mortgage Loan and date
of determination, the principal balance of such Mortgage Loan as of
the Cut-off Date, after application of the principal portion of all
Scheduled Payments due on or before the Cut-off Date, whether or
not received, increased by the portion of any Capitalization
Reimbursement Amount allocable to such Mortgage Loan, if any, minus
the sum of (i) all amounts allocable to principal that have been
distributed to Certificateholders with respect to such Mortgage
Loan on or before that date of determination and (ii) any Realized
Losses on such Mortgage Loan that have been allocated to one or
more Classes of Certificates on or before that date of
determination.
Stepdown Date : The date occurring on the earlier of (i) the
first Distribution Date following the Distribution Date on which
the aggregate principal balance of the Senior Certificates is
reduced to zero and later of (x) the Distribution Date in October
2009 and (y) the first Distribution Date on which the Senior
Enhancement Percentage (calculated for this purpose after giving
effect to payments or other recoveries in respect of the Mortgage
Loans during the related Collection Period but before giving effect
to payments on the Certificates on such Distribution Date) is
greater than or equal to 14.60%.
Streamlined Mortgage Loan
: A Mortgage Loan originated in
connection with the refinance of a mortgage loan pursuant to the
Seller’s streamlined documentation program then in
effect.
Stock Power : With respect to a Cooperative Loan, an
assignment of the stock certificate or an assignment of the
Cooperative Shares issued by the Cooperative
Corporation.
Subcontractor : Any vendor, subcontractor or other Person that (i)
is a Servicing Function Participant and (ii) is not responsible for
the overall servicing of Mortgage Loans but performs one or more
discrete functions identified in Item 1122(d) of Regulation AB with
respect to Mortgage Loans under the direction or authority of any
Servicer (or a Sub-Servicer of any Servicer), the Master Servicer,
the Trustee or the Trust Administrator.
Subordinate Certificates
: As set forth in the Preliminary
Statement.
Subsidiary REMIC 1
: As described in the Preliminary
Statement.
Subsidiary REMIC
: Subsidiary REMIC 1.
Subsidiary REMIC Regular
Interest : Any one of
the “regular interests” in the Subsidiary REMIC as
described in the Preliminary Statement.
Substitution Adjustment
Amount : As defined in
Section 2.03.
Sub-Servicer : Any Person that (i) is a Servicing Function
Participant, (ii) services Mortgage Loans on behalf of any
Servicer, and (iii) is responsible for the performance (whether
directly or through sub-servicers or Subcontractors) of Servicing
functions required to be performed under this Agreement, any
related Designated Servicing Agreement or any sub-servicing
agreement that are identified in Item 1122(d) of Regulation
AB.
Sub-Servicing Agreement
: Any servicing agreement between a
Servicer and a Sub-Servicer pursuant to which such Servicer
delegates any of its servicing responsibilities with respect to any
of the Non-Designated Mortgage Loans.
SunTrust : SunTrust Mortgage, Inc., a Delaware
corporation, and its successors and assigns.
SunTrust Serviced Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule.
SunTrust Servicing
Agreement: That certain
Reconstituted Servicing Agreement dated as of September 1, 2006
among DLJMC, SunTrust, the Master Servicer, the Trustee and the
Trust Administrator.
Supplemental Interest Trust
: A trust created pursuant to this
Agreement, (which is separate from the Trust Fund) consisting of
the Interest Rate Cap Agreements, the Interest Rate Cap Accounts
and the right to receive payments from the Interest Rate Cap
Agreement Counterparty.
Supplemental Interest Trust Trustee:
The Trustee acting not in its individual capacity, but solely as
trustee of the Supplemental Interest Trust.
Targeted Overcollateralization
Amount : The Targeted
Overcollateralization Amount shall equal (1) with respect to any
Distribution Date prior to the Stepdown Date, 1.05% of the
Aggregate Loan Balance as of the Cut-off Date; (2) 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) 2.10% of the Aggregate Loan Balance for such Distribution Date,
and (b) 0.50% of the Aggregate Loan Balance as of the Cut-off
Date; and (3) with respect to any Distribution Date on or after the
Stepdown Date with respect to which a Trigger Event has occurred
and is continuing, the Targeted Overcollateralization Amount for
the Distribution Date immediately preceding such Distribution
Date.
Tax Matters Person
: The person designated as
“tax matters person” in the manner provided under
Treasury regulation § 1.860F-4(d) and temporary Treasury
regulation § 301.6231(a)(7)-1T. Initially, the Tax
Matters Person shall be the Trust Administrator.
Terminating Entity
: As determined by the Trust
Administrator pursuant to Section 11.02(b).
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 either (i) the Rolling Three Month Delinquency
Rate as of the last day of the related Collection Period equals or
exceeds the applicable percentage (as set forth in the table
immediately below) of the Most Senior Enhancement Percentage for
the most senior Class of Certificates then outstanding :
|
Class
|
Percentage
|
|
Senior
|
47.30%
|
|
Class M-1
|
76.09%
|
|
Class M-2-A
|
104.48%
|
|
Class M-2-B
|
104.48%
|
|
Class M-3
|
122.81%
|
|
Class M-4
|
148.94%
|
|
Class M-5
|
212.12%
|
|
Class M-6
|
304.35%
|
or (ii) the cumulative Realized Losses
with respect to Mortgage Loans as a percentage of the original
Aggregate Loan Balance on the Closing Date for such Distribution
Date is greater than the percentage set forth in the following
table:
|
Range of Distribution Dates
|
Cumulative Loss Percentage
|
|
October 2008 – September 2009
|
0.25%*
|
|
October 2009 – September 2010
|
0.60%*
|
|
October 2010 – September 2011
|
1.10%*
|
|
October 2011 – September 2012
|
1.65%*
|
|
October 2012 – and thereafter
|
1.85%
|
* The percentages set
forth above are the percentages applicable for the first
Distribution Date in the corresponding range of Distribution Dates.
The percentage for each succeeding Distribution Date in a
range increases incrementally by 1/12 of the positive difference
between the percentage applicable to the first Distribution Date in
that range and the percentage applicable to the first Distribution
Date in the succeeding range.
Trust Administrator
: Wells Fargo Bank, N.A. a national
banking association, not in its individual capacity, but solely in
its capacity as trust administrator for the benefit of the
Certificateholders under this Agreement, and any successor thereto,
as provided herein.
Trust Administrator Fee
: As to any Distribution Date, an
amount equal to one month’s interest at the Trust
Administrator Fee Rate on the aggregate Stated Principal Balance of
the Mortgage Loans calculated as of the first day of the related
Collection Period.
Trust Administrator Fee
Rate : As to each
Mortgage Loan, a per annum rate equal to 0.00%.
Trust Collateral
; As defined in Section
11.01(c).
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 on or with respect to the Mortgage Loans after the Cut-off
Date, but not including payments of principal and interest due and
payable on the Mortgage Loans on or before the Cut-off Date,
together with the Mortgage Files relating to the Mortgage Loans,
(b) REO Property, (c) the Collection Account, the Certificate
Account, the Interest Rate Cap Accounts (subject to Section
4.08(b)), the Interest Rate Cap Agreements and the Basis Risk
Reserve Fund and all amounts deposited therein pursuant to the
applicable provisions of this Agreement, (d) any insurance policies
with respect to the Mortgage Loans, (e) the Depositor’s
rights under the Assignment and Assumption Agreement and (f) 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 : U.S. Bank National Association, a national
banking association, not in its individual capacity, but solely in
its capacity as trustee for the benefit of the Certificateholders
under this Agreement, and any successor thereto, as provided
herein.
Trustee 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.
Underwriter’s
Exemption : Prohibited
Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002), as
amended (or any successor thereto), or any substantially similar
administrative exemption granted by the U.S. Department of
Labor.
U.S. Bank : U.S. Bank National Association.
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 includible 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, and any trust that elects to be treated as a United
States Person that is eligible to make such election under Code
Section 7701(a)(30).
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 Holders of the Certificates, except for the
Class P, Class X and Class AR Certificates. The portion of
such 99% Voting Rights allocated to each of the Certificates,
except for the Class P, Class X and Class AR 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 such
Classes then outstanding. The Class X Certificates shall be
allocated 1% of the Voting Rights; provided, however, for so
long as the Class X Certificates, or any portion thereof, are held
in a NIM Trust, the holders of the Class X Certificates shall not
be entitled to exercise any Voting Rights with respect to their
Certificates and the Voting Rights otherwise allocable to the
Class X Certificates shall be allocated to the other Classes of
Certificates other than the Class P and Class AR Certificates.
Voting Rights shall be allocated among the Certificates
within each such Class in proportion to their respective Percentage
Interests. The Class P and Class AR Certificates shall have
no Voting Rights. Notwithstanding any of the foregoing,
unless a Certificate Insurer Default is continuing, on any date on
which any Insured Certificates are outstanding, or any amounts are
owed to the Certificate Insurer under this Agreement, the
Certificate Insurer will have all Voting Rights of the Insured
Certificates. So long as the Certificate Insurer has the
Voting Rights pursuant to the preceding sentence, the reference to
holders of the Class A-3-A and Class A-4 Certificates shall be
deemed to refer to the Certificate Insurer.
Wachovia : Wachovia Mortgage Corporation, a North
Carolina corporation, and its successors and assigns.
Wachovia Serviced Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule.
Wachovia Servicing
Agreement: That certain
Reconstituted Servicing Agreement dated as of September 1, 2006
among DLJMC, Wachovia, the Master Servicer, the Trustee and the
Trust Administrator.
Wells Fargo : Wells Fargo Bank, N.A., a national banking
association, and its successors and assigns.
Wells Fargo Serviced CORE Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule, for which
Wells Fargo is the applicable Servicer and the owner of the related
servicing rights.
Wells Fargo Serviced Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule, for which
Wells Fargo is the applicable Servicer.
WMMSC : Washington Mutual Mortgage Securities Corp.,
a Delaware corporation, and its successors and assigns.
WMMSC Serviced Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule, for which
WMMSC is the applicable Servicer.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
SECTION 2.01
Conveyance of Trust Fund.
(a)
The Depositor hereby sells, transfers,
assigns, delivers, sets over and otherwise conveys to the Trustee
in trust for the benefit of the Certificateholders and the
Certificate Insurer, without recourse, the Depositor’s right,
title and interest in and to (a) the Mortgage Loans listed in the
Mortgage Loan Schedule, including all interest and principal
received or receivable by the Depositor on or with respect to the
Mortgage Loans after the Cut-off Date and any Assigned Prepayment
Premiums, 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 related to the Mortgage Loans, (c) the Collection
Account and the Certificate Account, the Interest Rate Cap
Agreements and the Basis Risk Reserve Fund and all amounts
deposited therein pursuant to the applicable provisions of this
Agreement, (d) any insurance policies with respect to the Mortgage
Loans, (e) the Depositor’s rights under the Assignment and
Assumption Agreement and (f) 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 the Supplemental Interest
Trust Trustee, on behalf of the Trust Fund, to enter into each of
the Interest Rate Cap Agreements with the Interest Rate Cap
Agreement Counterparty and shall cause the Trust Administrator to
acknowledge and agree to each Interest Rate Cap Agreement and the
Depositor shall pay or cause to be paid on behalf of the Trust Fund
the payments owed to the Interest Rate Cap Agreement Counterparty
as of the Closing Date under the Interest Rate Cap Agreements.
It is agreed and understood by the
Depositor, the Seller, the Servicers, the Master Servicer, the
Trust Administrator and the Trustee that it is not intended that
any Mortgage Loan be included in the Trust Fund that is a
“High-Cost Home Loan” as defined in the New Jersey Home
Ownership Act, effective as of November 27, 2003, or The Home Loan
Protection Act of New Mexico, effective as of January 1, 2004, or
that is a “High Cost Home Mortgage Loan” as defined in
the Massachusetts Predatory Home Loan Practices Act, effective as
of November 7, 2004, or that is an “Indiana High Cost Home
Mortgage Loan” as defined in the Indiana High Cost Home Loan
Act, effective as of January 1, 2005 or a “High Cost
Loan” or “Covered Loan”, as applicable, as such
terms are defined in the Standard & Poor’s LEVELS®
Glossary, Appendix E, in effect as of the Closing Date.
(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 Custodian for the
benefit of the Certificateholders and the Certificate Insurer, 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 Seller stating that the original Mortgage Note
was lost or destroyed, (together with a copy of such Mortgage Note,
if available) and indemnifying the Trust Fund against any loss,
cost or liability resulting from the failure to deliver the
original Mortgage Note;
(ii)
the original of any guarantee executed in
connection with the Mortgage Note (if any);
(iii)
for each Mortgage Loan that is not a MERS
Mortgage Loan, the original Mortgage, with evidence of recording
thereon, or copies certified by the related recording office or if
the original Mortgage has not yet been returned from the recording
office, a copy certified by or on behalf of the Seller indicating
that such Mortgage has been delivered for recording (the return
directions for the original Mortgage should indicate, when
recorded, mail to the Seller) and in the case of each MERS Mortgage
Loan, the original Mortgage, noting the presence of the MIN of the
related Mortgage Loan and either language indicating that the
Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan or
if the Mortgage Loan was not a MOM Loan at origination, the
original Mortgage and the assignment thereof to MERS, with evidence
of recording indicated thereon or a copy of the Mortgage certified
by the public recording office in which such Mortgage has been
recorded;
(iv)
the originals of all assumption,
modification, consolidation or extension agreements, (or, if an
original of any of these documents has not been returned from the
recording office, a copy thereof certified by or on behalf of the
Seller, the original to be delivered to the Seller forthwith after
return from such recording office) with evidence of recording
thereon, if any;
(v)
for each Mortgage Loan that is not a MERS
Mortgage Loan, the original Assignment of Mortgage as appropriate,
in recordable form, for each Mortgage Loan from the last assignee
assigned in blank;
(vi)
for each Mortgage Loan that was not a
MERS Mortgage Loan at its origination, the originals of any
intervening recorded Assignments of Mortgage, showing a complete
chain of assignment from origination to the last assignee,
including warehousing assignments, with evidence of recording
thereon (or, if an original intervening Assignment of Mortgage has
not been returned from the recording office, a copy thereof
certified by or on behalf of the Seller, the original to be
delivered to the Custodian forthwith after return from such
recording office);
(vii)
the original mortgage title insurance
policy, or copy of title commitment (or in appropriate
jurisdictions, attorney’s opinion of title and abstract of
title); and
(viii)
with respect to a Cooperative Loan, if
any, the originals of the following documents or
instruments:
(A)
the Cooperative Shares, together with the
Stock Power in blank;
(B)
the executed Security
Agreement;
(C)
the executed Proprietary Lease and the
Assignment of Proprietary Lease to the originator of the
Cooperative Loan;
(D)
the executed Recognition
Agreement;
(E)
Copies of the original UCC financing
statement, and any continuation statements, filed by the originator
of such Cooperative Loan as secured party, each with evidence of
recording thereof, evidencing the interest of the originator under
the Security Agreement and the Assignment of Proprietary
Lease;
(F)
Copies of the filed UCC assignments or
amendments of the security interest referenced in clause (E) above
showing an unbroken chain of title from the originator to the Trust
Fund, each with evidence of recording thereof, evidencing the
interest of the assignee under the Security Agreement and the
Assignment of Proprietary Lease;
(G)
An executed assignment of the interest of
the originator in the Security Agreement, the Assignment of
Proprietary Lease and the Recognition Agreement, showing an
unbroken chain of title from the originator to the Trust Fund;
and
(H)
For any Cooperative Loan that has been
modified or amended, the original instrument or instruments
effecting such modification or amendment.
In addition, in connection with the
assignment of any MERS Mortgage Loan, the related Servicer agrees
that it will cause, at the Seller’s direction and expense,
the MERS® System to indicate that such Mortgage Loans have
been assigned by the Seller to the Trustee in accordance with this
Agreement for the benefit of the Certificateholders and the
Certificate Insurer by including (or deleting, in the case of
Mortgage Loans which are repurchased or substituted in accordance
with this Agreement) the information required by the MERS®
System to (a) identify the Trustee and (b) identify the
series of the Certificates issued in connection with such Mortgage
Loans. The related Servicer shall report to the Depositor,
the Certificate Insurer and the Custodian the status of updating
all applicable assignments with MERS within 60 days of the Closing
Date and shall confirm in writing to the applicable Custodian and
the Certificate Insurer (which may be furnished electronically)
once all assignments are updated with MERS. The Seller
further agrees that it will not, and will not permit a Servicer to,
and each related Servicer agrees that it will not, alter the
information referenced in this paragraph with respect to any
Mortgage Loan during the term of this Agreement unless and until
such Mortgage Loan is repurchased or substituted in accordance with
the terms of this Agreement.
In the event the Depositor delivers to
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 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 Custodian due solely to a
delay caused by the public recording office, and (iii) state the
amount of time generally required by the applicable recording
office to record and return a document submitted for
recordation.
In the event that in connection with any
Mortgage Loan the Depositor cannot deliver (a) for a Mortgage Loan
that is not a MERS Mortgage Loan, the original recorded Mortgage,
(b) all interim recorded assignments or (c) the lender’s
title policy (together with all riders thereto) satisfying the
requirements set forth above, concurrently with the execution and
delivery hereof because such document or documents have not been
returned from the applicable public recording office in the case of
clause (a) or (b) above, or because the title policy has not been
delivered to the Seller or the Depositor by the applicable title
insurer in the case of clause (c) above, the Depositor shall
promptly deliver to the Custodian, in the case of clause (a) or (b)
above, such original Mortgage or such interim assignment, as the
case may be, with evidence of recording indicated thereon upon
receipt thereof from the public recording office, or a copy
thereof, certified, if appropriate, by the relevant recording
office.
As promptly as practicable subsequent to
such transfer and assignment, and in any event, within thirty (30)
days thereafter, DLJMC shall, at its expense, (i) affix or cause to
be affixed the Trustee’s name to each Assignment of Mortgage,
as the assignee thereof, (ii) cause such assignment to be in proper
form for recording in the appropriate public office for real
property records within thirty (30) days after receipt thereof and
(iii) cause to be delivered for recording in the appropriate public
office for real property records the assignments of the Mortgages
to the Trustee, except that, with respect to any assignment of a
Mortgage as to which DLJMC has not received the information
required to prepare such assignment in recordable form,
DLJMC’s obligation to do so and to deliver the same for such
recording shall be as soon as practicable after receipt of such
information and in any event within thirty (30) days after the
receipt thereof, and DLJMC need not cause to be recorded any
assignment which relates to a Mortgage Loan in any jurisdiction
under the laws of which, as evidenced by an Opinion of Counsel
delivered by the Depositor (at the Depositor’s expense) to
the Trustee, the Trust Administrator, the Certificate Insurer and
DLJMC, acceptable to the Rating Agencies, the recordation of such
assignment is not necessary to protect the Trustee’s, the
Certificate Insurer’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 Custodian of a photocopy of such
Mortgage Note, if available, with a lost note affidavit and
indemnity. If any of the original Mortgage Notes for which a
lost note affidavit and indemnity was delivered to the Custodian is
subsequently located, such original Mortgage Note shall be
delivered to the Custodian within three Business Days.
(c)
The Trustee is authorized to enter into
the Custodial Agreements, at the direction of the Depositor, for
the purpose of having a Custodian maintain custody of the documents
and instruments referred to in this Section 2.01, and any documents
delivered thereunder shall be delivered to the Custodian and any
Officer’s Certificates delivered with respect thereto shall
be delivered to the Trustee, the Certificate Insurer, the Trust
Administrator 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 any for any other reason this Agreement is held or deemed to
create a security interest in the Mortgage Loans then (a) this
Agreement shall also be deemed to be a security agreement within
the meaning of Articles 8 and 9 of the New York Uniform Commercial
Code; (b) the conveyance provided for in this Section 2.01 shall be
deemed to be a grant by the Depositor to the Trustee for the
benefit of the Certificateholders and the Certificate Insurer 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
the Custodian of such items of property and such other items of
property as constitute instruments, money, negotiable documents or
chattel paper shall be deemed to be “in possession by the
secured party” for purposes of perfecting the security
interest pursuant to Section 9-313 of the New York Uniform
Commercial Code; and (d) notifications to persons holding such
property, and acknowledgments, receipts or confirmations from
persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Trustee
for the benefit of the Certificateholders and the Certificate
Insurer 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 shall require the Custodian,
pursuant to the Custodial Agreement, to execute and deliver on the
Closing Date to the Depositor, the Certificate Insurer, the Master
Servicer, the Seller, the Trustee and the Trust Administrator a
Trust Receipt and Initial Certification with respect to the
Mortgage Loans in the form annexed hereto as Exhibit J. Such
Trust Receipt and Initial Certification shall require the
Custodian, based on its review and examination, and only as to the
documents identified in such Trust Receipt and Initial
Certification, to acknowledge that such documents appear regular on
their face and relate to such Mortgage Loan. The Custodian
shall not be required to inspect, review or examine said documents,
instruments, certificates or other papers to determine that the
same are genuine, enforceable or appropriate for the represented
purpose or that they have actually been recorded in the real estate
records or that they are other than what they purport to be on
their face.
Pursuant to Section 6 of the Custodial
Agreement, not later than 90 days after the Closing Date, the
Custodian shall deliver to the Depositor, Wells Fargo, the
Certificate Insurer, the Trustee and the Trust Administrator a
Trust Receipt and Final Certification with respect to the Mortgage
Loans in the form annexed hereto as Exhibit K, with any applicable
exceptions noted thereon.
Based solely upon the Trust Receipt and
Initial Certification received from the Custodian, and subject to
the provisions of Section 2.01 and any exceptions noted on the
exception report described in the next paragraph below, the Trustee
acknowledges receipt of the documents referred to in Section
2.01 above and declares that it holds and will hold such
documents and the other documents delivered to it constituting
the Mortgage File, and that it holds or will hold all such
assets and such other assets included in the definition of the
Trust Fund in trust for the exclusive use and benefit of all
present and future Certificateholders and the Certificate
Insurer.
If, in the course of such review, the
Custodian finds any document constituting a part of a Mortgage File
which does not meet the requirements of Section 2.01, the Custodian
shall list such as an exception in the Trust Receipt and Final
Certification pursuant to Section 6 of the Custodial Agreement;
provided, however , that the Custodian shall not make any
determination as to whether (i) any endorsement is sufficient to
transfer all right, title and interest of the party so endorsing,
as noteholder or assignee thereof, in and to that Mortgage Note or
(ii) any assignment is in recordable form or is sufficient to
effect the assignment of and transfer to the assignee thereof under
the mortgage to which the assignment relates.
The Seller shall promptly correct or cure
such defect within 90 days from the date it was so notified of such
defect and, if the Seller does not correct or cure such defect
within such period and such defect materially and adversely affects
the interests of Certificateholders or the Certificate Insurer in
the related Mortgage Loan, the Seller shall either (a) substitute
for the related Mortgage Loan a Qualified Substitute Mortgage Loan,
which substitution shall be accomplished in the manner and subject
to the conditions set forth in Section 2.03, or (b) repurchase such
Mortgage Loan within 90 days from the date the Seller was notified
of such defect in writing at the Purchase Price of such Mortgage
Loan; or such longer period not to exceed 720 days from the Closing
Date if the substitution or repurchase of a Mortgage Loan pursuant
to this provision is required by reason of a delay in delivery of
any documents by the appropriate recording office; provided,
however, except as required by Section 2.01, that the Seller
shall have no liability for recording any Assignment of Mortgage in
favor of the Trustee or for the Custodian’s failure to record
such Assignment of Mortgage, and provided, further, that the
Seller shall not be obligated to repurchase or cure any Mortgage
Loan solely as a result of the Custodian’s failure to record
such Assignment of Mortgage. The Trust Administrator shall
direct the Custodian to deliver to each Rating Agency and the
Certificate Insurer written notice within 270 days from the Closing
Date indicating each Mortgage Loan (i) for which a mortgage or
assignment of mortgage required to be recorded hereunder has not
been returned by the appropriate recording office or (ii) 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 Custodian.
Any such substitution pursuant to (a) above or purchase
pursuant to (b) above shall not be effected prior to the delivery
to the Trustee, the Certificate Insurer and the Trust Administrator
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 or the Trust
Administrator of a Request for Release substantially in the form of
Exhibit L. 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
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 L hereto,
the Custodian shall release the related Mortgage File to the 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.
If pursuant to the preceding paragraph
the Seller repurchases a Mortgage Loan that is a MERS Mortgage
Loan, the related Servicer shall, at the Seller’s expense,
either (i) cause MERS to execute and deliver an Assignment of
Mortgage in recordable form to transfer the Mortgage from MERS to
the Seller and shall cause such Mortgage to be removed from
registration on the MERS® System in accordance with
MERS’ rules and regulations or (ii) cause MERS to designate
on the MERS® System the Seller as the beneficial holder of
such Mortgage Loan.
With respect to any Mortgage Loan the
Seller reasonably believes breaches a representation, warranty or
covenant under a Mortgage Loan Purchase Agreement pursuant to which
the Seller purchased from the Originator or prior holder of such
Mortgage Loan, the Seller shall have the right to repurchase such
Mortgage Loan from the Trust Fund at any time in order to
facilitate its rights against such Originator or prior holder of
such Mortgage Loan at a price equal to the Purchase Price;
provided, however , that in no event shall such repurchase
take place with respect to Mortgage Loans constituting more than 5%
of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans, and provided further that such limitation does not affect
the Seller’s obligation to repurchase any Mortgage Loan
pursuant to Section 2.03. Any such repurchase by the Seller
pursuant to this provision shall be effected in accordance with the
provisions of Section 2.03(c).
In the event that DLJMC exercises such
option, the Purchase Price therefor shall be deposited in the
Certificate Account and upon such deposit of the Purchase Price and
receipt of a Request for Release in the form of Exhibit L hereto,
the Custodian shall release the related Mortgage File held for the
benefit of the Certificateholders and the Certificate Insurer to
DLJMC, and the Trustee shall execute and deliver at DLJMC’s
direction such instruments of transfer or assignment prepared by
DLJMC, in each case without recourse, as shall be necessary to
transfer title from the Trustee to DLJMC.
(b)
It is understood and agreed that the
obligation of the 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 Certificate
Insurer, the Depositor and any Certificateholder against the
Seller.
SECTION 2.03
Representations and Warranties of the
Seller, Master Servicer and Servicers.
(a)
Each of DLJMC, in its capacity as Seller,
Wells Fargo, in its capacity as the Master Servicer, SPS, in its
capacity as a Servicer, Wells Fargo, in its capacity as a Servicer
and WMMSC, in its capacity as a Servicer, hereby makes the
representations and warranties applicable to it set forth in
Schedule IIA, IIB, IIC, IID and IIE, respectively, as applicable,
hereto, and by this reference incorporated herein, to the
Depositor, the Certificate Insurer, the Trustee and the Trust
Administrator, as of the Closing Date, or if so specified therein,
as of the Cut-off Date or such other date as may be specified.
In addition, SPS and Wells Fargo, in their respective
capacities as Servicers, hereby makes the representations and
warranties applicable to it set forth in Schedule IIC and IID
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.
(b)
DLJMC, in its capacity as Seller hereby
makes the representations and warranties set forth in Schedule III
applicable to the Mortgage Loans and by this reference incorporated
herein, to the Depositor, the Servicers, the Trustee, the
Certificate Insurer 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, with respect to the Mortgage Loans
identified on Schedule I hereto.
(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 or the Certificate Insurer in any
Mortgage Loan, the party discovering such breach shall give prompt
notice thereof to the other parties and the Certificate Insurer.
The Seller hereby covenants that within 90 days of the
earlier of its discovery or its receipt of written notice from any
party of a breach of any representation or warranty made by it
pursuant to Section 2.03(b) which materially and adversely affects
the interests of the Certificateholders or the Certificate Insurer
in any Mortgage Loan sold by such Seller to the Trust Fund, 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 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
Certificate Insurer, 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 the Trust
Administrator of a Request for Release substantially in the form of
Exhibit L relating to the Deleted Mortgage Loan and the Mortgage
File for any such Qualified Substitute Mortgage Loan. The
Seller shall promptly reimburse the Trustee, the Trust
Administrator and the related Servicer for any actual out-of-pocket
expenses reasonably incurred by the Trustee, the Trust
Administrator and such 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 the Seller’s knowledge if it is discovered by any of the
Depositor, the Master Servicer, Seller, the Certificate Insurer,
any Servicer, any Special 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 or the Certificate Insurer therein,
notwithstanding the Seller’s lack of knowledge with respect
to the substance of such representation or warranty, such
inaccuracy shall be deemed a breach of the applicable
representation or warranty.
With respect to any Qualified Substitute
Mortgage Loan or Loans, the Seller shall deliver to the Custodian
for the benefit of the Certificateholders the Mortgage Note, the
Mortgage, the related assignment of the Mortgage, and such other
documents and agreements as are required by Section 2.01(b), with
the Mortgage Note endorsed and the Mortgage assigned as required by
Section 2.01. No substitution is permitted to be made in any
calendar month after the Determination Date for such month.
Scheduled Payments due with respect to Qualified Substitute
Mortgage Loans in the month of substitution shall not be part of
the Trust Fund and will be retained by the Seller on the next
succeeding Distribution Date. For the month of substitution,
distributions to Certificateholders will include the monthly
payment due on any Deleted Mortgage Loan for such month and
thereafter the Seller shall be entitled to retain all amounts
received in respect of such Deleted Mortgage Loan. The Seller
shall amend the Mortgage Loan Schedule for the benefit of the
Certificateholders and the Certificate Insurer to reflect the
removal of such Deleted Mortgage Loan and the substitution of the
Qualified Substitute Mortgage Loan or Loans and the Seller shall
deliver the amended Mortgage Loan Schedule to the Trustee, the
related Servicer and the Trust Administrator. Upon such
substitution, the Qualified Substitute Mortgage Loan or Loans shall
be subject to the terms of this Agreement in all respects, and the
Seller shall be deemed to have made with respect to such Qualified
Substitute Mortgage Loan or Loans, as of the date of substitution,
the representations and warranties made pursuant to Section 2.03(b)
with respect to such Mortgage Loan. Upon any such
substitution and the deposit to the Collection Account of the
amount required to be deposited therein in connection with such
substitution as described in the following paragraph, the Trustee
shall instruct the Custodian to release the Mortgage File held for
the benefit of the Certificateholders relating to such Deleted
Mortgage Loan to the Seller and the Trustee shall execute and
deliver at the Seller’s direction such instruments of
transfer or assignment prepared by the Seller, in each case without
recourse, as shall be necessary to vest title in the Seller, or its
designee, the Trustee’s interest in any Deleted Mortgage Loan
substituted for pursuant to this Section 2.03.
For any month in which the Seller
substitutes one or more Qualified Substitute Mortgage Loans for one
or more Deleted Mortgage Loans, the related 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 and Servicing
Advances and unpaid Servicing Fees with respect to such Deleted
Mortgage Loans and any amount owed under clause (iv) of the
definition of Purchase Price shall be deposited in the Collection
Account by the Seller on or before the Business Day immediately
preceding the Distribution Date in the month succeeding the
calendar month during which the related Mortgage Loan became
required to be repurchased or replaced hereunder.
One or more Mortgage Loans may be
substituted for one or more Deleted Mortgage Loans. The
determination of whether a Mortgage Loan is a Qualified Substitute
Mortgage Loan may be satisfied on an individual basis.
Alternatively, if more than one Mortgage Loan is to be
substituted for one or more Deleted Mortgage Loans, the
characteristics of such Mortgage Loans and Deleted Mortgage Loans
shall be aggregated or calculated on a weighted average basis, as
applicable, in determining whether such Mortgage Loans are
Qualified Substitute Mortgage Loans.
In the event that any 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 Section 2.05 and receipt of a Request for Release in
the form of Exhibit L hereto, the Custodian shall release the
related Mortgage File held for the benefit of the
Certificateholders to such Person, and the Trustee shall execute
and deliver at such Person’s direction such instruments of
transfer or assignment prepared by such Person, in each case
without recourse, as shall be necessary to transfer title from the
Trustee. It is understood and agreed that the obligation
under this Agreement of any Person to cure, repurchase or
substitute any Mortgage Loan as to which a breach has occurred and
is continuing shall constitute the sole remedy against such Persons
respecting such breach available to Certificateholders, the
Depositor, the Trustee or the Trust Administrator on their
behalf.
The representations and warranties made
pursuant to this Section 2.03 shall survive delivery of the
respective Mortgage Files to the Trustee, the Trust Administrator
or the Custodian for the benefit of the Certificateholders and the
Certificate Insurer.
Notwithstanding the foregoing, the
substitution of a Deleted Mortgage Loan that is a WMMSC Serviced
Mortgage Loan or the repurchase of a Mortgage Loan that is a WMMSC
Serviced Mortgage Loan by the Seller shall be subject to, and shall
in no way adversely affect, the right of WMMSC to continue
servicing and collecting its Servicing Fee for such Deleted
Mortgage Loan or Mortgage Loan, as applicable.
SECTION 2.04
Representations and Warranties of the
Depositor as to the Mortgage Loans.
The Depositor hereby represents and
warrants to the Trustee with respect to the Mortgage Loans that, as
of the Closing Date, assuming good title has been conveyed to the
Depositor, the Depositor had good title to the Mortgage Loans and
Mortgage Notes, and did not encumber the Mortgage Loans during its
period of ownership thereof, other than as contemplated by the
Agreement.
It is understood and agreed that the
representations and warranties set forth in this Section 2.04 shall
survive delivery of the Mortgage Files to the Custodian.
SECTION 2.05
Delivery of Opinion of Counsel in
Connection with Substitutions.
Notwithstanding any contrary provision of
this Agreement, no substitution pursuant to Section 2.02 shall be
made more than 90 days after the Closing Date unless the Seller
delivers to the Certificate Insurer, the Trustee and the Trust
Administrator an Opinion of Counsel, which Opinion of Counsel shall
not be at the expense of any of the Trustee, the Trust
Administrator, the Certificate Insurer or the Trust Fund, addressed
to the Certificate Insurer, the Trustee and the Trust
Administrator, to the effect that such substitution will not (i)
result in the imposition of the tax on “prohibited
transactions” on the Trust Fund or contributions after the
Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the
Code, respectively, or (ii) cause any REMIC 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, receipt of which,
subject to the provisions of Section 2.02(a), is hereby
acknowledged. Concurrently with such assignment and delivery
and in exchange therefor, the Trust Administrator, pursuant to the
written request of the Depositor executed by an officer of the
Depositor, has executed the Certificates and caused them to be
authenticated and delivered to or upon the order of the Depositor
in authorized denominations which evidence ownership of the Trust
Fund. The rights of the Holders of such Certificates to
receive distributions from the Trust Fund and all ownership
interests of the Holders of the Certificates in such distributions
shall be as set forth in this Agreement.
SECTION 2.07
REMIC Provisions.
(a)
The Depositor hereby elects and
authorizes the Trust Administrator to treat the Trust Fund as the
number of separate REMICs specified in the Preliminary Statement
(each, a “REMIC”) under the Code and, if necessary,
under applicable state law. Each such election will be made
on Form 1066 or other appropriate federal tax or information return
(including Form 8811) or any appropriate state return (x) for the
taxable year ending on the last day of the calendar year in which
the Certificates are issued and (y) for the taxable year ending on
the last day of the calendar year in which Certificates are first
sold to a third party. The Closing Date is hereby designated
as the “startup day” of each REMIC created hereunder
within the meaning of Section 860G(a)(9) of the Code. Except
as provided in Section 2.07(o), the “regular interests”
(within the meaning of Section 860G of the Code) in the Master
REMIC shall consist of the Class X Interest and the Certificates
(other than the Class X and Class AR Certificates). Class AR
Certificates shall represent the beneficial ownership of the
“residual interest” in Subsidiary REMIC 1 and the
Master 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 and the Subsidiary
REMIC Regular Interests.
(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.
(d)
The Trust Administrator shall act as
attorney-in-fact and as agent on behalf of the tax matters person
of each REMIC created hereunder and in such capacity the Trust
Administrator shall: (i) prepare and file, or cause to be
prepared and filed, federal and state tax returns (which returns
the Trustee shall sign) using a calendar year as the taxable year
for each REMIC created hereunder when and as required by the REMIC
Provisions and other applicable federal income tax laws as the
direct representative of each such REMIC in compliance with the
Code and shall provide copies of such returns as required by the
Code; (ii) make an election, on behalf of each REMIC created
hereunder, to be treated as a REMIC on the federal tax return of
such REMIC for its first taxable year, in accordance with the REMIC
Provisions; and (iii) prepare and forward, or cause to be prepared
and forwarded, to the Certificateholders and to any governmental
taxing authority all information reports as and when required to be
provided to them in accordance with the REMIC Provisions. The
expenses of preparing and filing such returns shall be borne by the
Trust Administrator. The Depositor, the Master Servicer and
the related Servicer shall provide on a prompt and timely basis to
the Trust Administrator or its designee such information with
respect to each REMIC created hereunder as is in their possession
and reasonably required or requested by the Trust Administrator to
enable it to perform its obligations under this
subsection.
In its capacity as attorney-in-fact and
as agent on behalf of the tax matters person, the Trust
Administrator shall also: (A) act on behalf of each REMIC
created hereunder in relation to any tax matter or controversy
involving the Trust Fund, (B) represent the Trust Fund in any
administrative or judicial proceeding relating to an examination or
audit by any governmental taxing authority with respect thereto and
(C) cause to be paid solely from the sources provided herein the
amount of any taxes imposed on each REMIC created hereunder when
and as the same shall be due and payable (but such obligation shall
not prevent the Trust Administrator or any other appropriate Person
from contesting any such tax in appropriate proceedings and shall
not prevent the Trust Administrator from withholding payment of
such tax, if permitted by law, pending the outcome of such
proceedings).
(e)
The Trust Administrator shall provide (i)
to any transferor of a Residual Certificate such information as is
necessary for the application of any tax relating to the transfer
of such Residual 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 created
hereunder.
(f)
The Trustee, to the extent directed by
the Trust Administrator, the Depositor and the Holder of the Class
AR Certificates (with respect to each REMIC) shall take any action
or cause the Trust Fund to take any action necessary to create or
maintain the status of each REMIC created hereunder as a REMIC
under the REMIC Provisions and shall assist each other as necessary
to create or maintain such status. Neither the Trustee, to
the extent directed or (in the case of a failure to act) not
directed by the Trust Administrator, nor the Holders of the
Residual Certificates shall take any action, cause the Trust Fund
to take any action or fail to take (or fail to cause the Trust Fund
to take) any action that, under the REMIC Provisions, if taken or
not taken, as the case may be, could (i) endanger the status of
each REMIC created hereunder as a REMIC or (ii) result in the
imposition of a tax upon a REMIC (including, but not limited to,
the tax on prohibited transactions as defined in Code Section
860F(a)(2) and the tax on prohibited contributions set forth in
Section 860G(d) of the Code) (either such event, an “Adverse
REMIC Event”) unless the Certificate Insurer, the Trustee and
the Trust Administrator have received an Opinion of Counsel (at the
expense of the party seeking to take such action) to the effect
that the contemplated action will not endanger such status or
result in the imposition of such a tax.
The Trustee, the Certificate Insurer and
the Trust Administrator shall not take or fail to take any action
(whether or not authorized hereunder) as to which the Master
Servicer, a Servicer or the Depositor has advised it in writing
that it has received an Opinion of Counsel to the effect that an
Adverse REMIC Event could occur with respect to such action.
In addition, prior to taking any action with respect to a
REMIC or their assets, or causing any REMIC created hereunder to
take any action, which is not expressly permitted under the terms
of this Agreement, the Trustee and the Trust Administrator will
consult with the Master Servicer, the Servicers and the Depositor
or their designees, in writing, with respect to whether such action
could cause an Adverse REMIC Event to occur with respect to any
REMIC created hereunder and the Certificate Insurer, the Trustee
and the Trust Administrator shall not take any such action or cause
that REMIC to take any such action as to which the Master Servicer,
any Servicer or the Depositor has advised it in writing that an
Adverse REMIC Event could occur.
In addition, prior to taking any action
with respect to any REMIC created hereunder or the assets therein,
or causing any REMIC created hereunder to take any action, which is
not expressly permitted under the terms of this Agreement, the
Holders of the Residual Certificates will consult with the Trust
Administrator or its designee, in writing, with respect to whether
such action could cause an Adverse REMIC Event to occur with
respect to any REMIC created hereunder, and no such Person shall
take any action or cause the Trust Fund to take any such action as
to which the Trust Administrator has advised it in writing that an
Adverse REMIC Event could occur. The 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(d) of this Agreement to not cause
any REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the
Code or to subject any REMIC created hereunder to the imposition of
any federal, state or local income taxes on the income earned from
such Mortgaged Property under Section 860G(c) of the Code of
otherwise, (ii) to the Master Servicer, if such tax arises out of
or results from a breach by the Master Servicer of any of its
obligations under this Agreement or if the Master Servicer has in
its sole discretion determined to indemnify the Trust Fund against
such tax, (iii) to the Trust Administrator, if such tax arises out
of or results from a breach by the Trust Administrator of any of
its obligations under this Article II, (iv) to the Trustee, if such
tax arises out of or results from a breach by the Trustee of any of
its obligations under this Article II, or (v) otherwise against
amounts on deposit in the Collection Account as provided by Section
3.08 and on the Distribution Date(s) following such reimbursement
the aggregate of such taxes shall be allocated in reduction of the
Interest Distribution Amount on each Class entitled thereto in the
same manner as if such taxes constituted a Prepayment Interest
Shortfall.
In accordance with Section 2.07(c), the
related Servicer, the Master Servicer, the 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.
(h)
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.
(i)
The Trust Administrator shall, for
federal income tax purposes, maintain books and records with
respect to each REMIC created hereunder on a calendar year and on
an accrual basis or as otherwise may be required by the REMIC
Provisions.
(j)
Following the Startup Day, none of any
Servicer, the Trustee (which will act only at the direction of the
Trust Administrator or as otherwise specifically provided in this
Agreement) or the Trust Administrator shall accept any
contributions of assets to any REMIC created hereunder unless
(subject to Section 2.05) such Servicer, the Trustee or the Trust
Administrator shall have received an Opinion of Counsel (at the
expense of the party seeking to make such contribution) to the
effect that the inclusion of such assets in a REMIC will not cause
that REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding, or subject that REMIC to any tax
under the REMIC Provisions or other applicable provisions of
federal, state and local law or ordinances.
(k)
None of any Servicer, the Trustee (which
will act only at the direction of the Trust Administrator or as
otherwise specifically provided in this Agreement) or the Trust
Administrator shall (subject to Section 2.05) enter into any
arrangement by which a REMIC will receive a fee or other
compensation for services nor permit such REMIC to receive any
income from assets other than “qualified mortgages” as
defined in Section 860G(a)(3) of the Code or “permitted
investments” as defined in Section 860G(a)(5) of the
Code.
(l)
Within 30 days after the Closing Date,
the Trust Administrator shall apply to the Internal Revenue Service
for an employer identification number for each REMIC created
hereunder by means of a Form SS-4 or other acceptable means and
prepare and file with the Internal Revenue Service Form 8811,
“Information Return for Real Estate Mortgage Investment
Conduits (REMIC) and Issuers of Collateralized Debt
Obligations” for each REMIC.
(m)
None of the Trustee (which will act only
at the direction of the Trust Administrator or as otherwise
specifically provided in this Agreement), the Trust Administrator,
the Master Servicer or any Servicer shall sell, dispose of or
substitute for any of the Mortgage Loans (except in connection with
(i) the default, imminent default or foreclosure of a Mortgage
Loan, including but not limited to, the acquisition or sale of a
Mortgaged Property acquired by deed in lieu of foreclosure, (ii)
the bankruptcy of any REMIC created hereunder, (iii) the
termination of any REMIC created hereunder pursuant to Article X of
this Agreement or (iv) a purchase of Mortgage Loans pursuant to
Article II or III of this Agreement) nor acquire any assets for a
REMIC, nor sell or dispose of any investments in the Collection
Account or the Certificate Account for gain nor accept any
contributions to a REMIC after the Closing Date (a) unless it has
received an Opinion of Counsel that such sale, disposition,
substitution or acquisition will not affect adversely the status of
any REMIC created hereunder as a REMIC or (b) unless the Master
Servicer or such Servicer has determined in its sole discretion to
indemnify the Trust Fund against such tax.
(n)
In order to enable the Trust
Administrator to perform its duties as set forth herein, the
Depositor shall provide, or cause to be provided to the Trust
Administrator, within ten days after the Closing Date, all
information or data that the Trust Administrator determines to be
relevant for tax purposes to the valuations and offering prices of
the Certificates, including, without limitation, the price, yield,
prepayment assumption and projected cash flows of the Certificates
and the Mortgage Loans and the Trust Administrator shall be
entitled to rely upon any and all such information and data in the
performance of its duties set forth herein. Thereafter, the
Master Servicer, or with respect to the WMMSC Serviced Mortgage
Loans, WMMSC shall provide, promptly upon request therefor,
any such additional information or data (or with respect to WMMSC,
any such additional loan level information and data regarding the
WMMSC Mortgage Loans) that the Trustee or the Trust Administrator
may from time to time reasonably request in order to enable the
Trustee and the Trust Administrator to perform their duties as set
forth herein and the Trustee and the Trust Administrator shall be
entitled to rely upon any and all such information and data in the
performance of its duties set forth herein. DLJMC shall
indemnify the Trust Administrator and hold it harmless for any
loss, liability, damage, claim or expense of the Trust
Administrator arising from any failure of the Depositor to provide,
or to cause to be provided, accurate information or data to the
Trust Administrator on a timely basis. The Master Servicer shall
indemnify the Trustee and the Trust Administrator and hold it
harmless for any loss, liability, damage, claim or expense of the
Trustee and the Trust Administrator arising from any failure of the
Master Servicer to provide, or to cause to be provided, accurate
information or data required to be provided by the Master Servicer
to the Trustee and the Trust Administrator on a timely basis;
provided, however, that if any Servicer (other than WMMSC)
shall fail to provide such information to the Master Servicer upon
timely request for such information by the Master Servicer, that
Servicer shall indemnify the Master Servicer, the Trustee and the
Trust Administrator and hold it harmless for any loss, liability,
damage, claim or expense of the Master Servicer, the Trustee and
the Trust Administrator arising from any failure of that Servicer
to provide, or to cause to be provided, the information referred to
above on a timely basis. WMMSC shall indemnify the Trustee
and the Trust Administrator and hold each of them harmless for any
loss, liability, damage, claim or expense, other than any special,
indirect, punitive or consequential loss, liability, damage, claim
or expense, of the Trustee and the Trust Administrator arising from
any failure of WMMSC to provide, or to cause to be provided, the
loan level information or data regarding the WMMSC Mortgage Loans
reasonably requested by the Trustee or Trust Administrator, and
required to be provided by WMMSC pursuant to this Section 2.07(n),
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.
(o)
The Trust Administrator shall treat each
of the Supplemental Interest Trust and the Basis Risk Reserve Fund
as an outside reserve fund within the meaning of Treasury
Regulation 1.860G-2(h) that is owned by the Class X
Certificateholder, and not as an asset of any REMIC. The
Trust Administrator shall treat the rights of the
Certificateholders (other than with respect to the Class X, Class P
or Class AR Certificates) to receive payments from the Supplemental
Interest Trust and the Basis Risk Reserve Fund as rights in an
interest rate cap contract written by the Class X Certificateholder
in favor of such Certificateholders. Thus, each Certificate
(other than the Class X, Class P or Class AR Certificates) shall be
treated as representing ownership of not only REMIC Regular
Interests, but also ownership of an interest in interest rate cap
contracts or a separate contractual right. For purposes of
determining the issue price of the REMIC Regular interests, the
Trust Administrator shall assume that the interest rate cap
contract has a value of $10,000.
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
Certificate Insurer, 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 Certificate
Insurer, 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.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
SECTION 3.01
Master Servicing and Servicing of
Mortgage Loans.
For and on behalf of the
Certificateholders and the Certificate Insurer, as independent
contractors of the Trustee, (i) each Servicer, severally and not
jointly, shall service and administer the related Non-Designated
Mortgage Loans in accordance with the terms of this Agreement and
with Accepted Servicing Practices and with all applicable
requirements of the Servicing Criteria, (ii) the Master Servicer
shall, in accordance with Section 3.03 of this Agreement, master
service and administer the Non-Designated Mortgage Loans (other
than the WMMSC Serviced Mortgage Loans) by overseeing and enforcing
the servicing of the Non-Designated Mortgage Loans by the related
Servicer (other than WMMSC) according to the terms of this
Agreement and (iii) the Master Servicer shall, in accordance with
the Section 3.20 of this Agreement, master service and administer
the Designated Mortgage Loans by overseeing and enforcing the
servicing of the Designated Mortgage Loans by the related
Designated Servicer according to the terms of the related
Designated Servicing Agreement. The obligations of each of
SPS, Wells Fargo and WMMSC hereunder to service and administer the
Mortgage Loans shall be limited to SPS Serviced Mortgage Loans,
Wells Fargo Serviced CORE Mortgage Loans, the Wells Fargo Serviced
Mortgage Loans and WMMSC Serviced Mortgage Loans, respectively; and
with respect to the duties and obligations of each Servicer,
references herein to related “Mortgage Loans” shall be
limited to the SPS Serviced Mortgage Loans (and the related
proceeds thereof and related REO Properties) in the case of SPS,
the Wells Fargo Serviced Mortgage Loans and the Wells Fargo
Serviced CORE Mortgage Loans (and the related proceeds thereof and
related REO Properties) in the case of Wells Fargo and the WMMSC
Serviced Mortgage Loans (and the related proceeds thereof and
related REO Properties) in the case of WMMSC; and in no event shall
any Servicer have any responsibility or liability with respect to
any of the other Mortgage Loans. The obligations of the
Master Servicer to master service and administer the Mortgage Loans
shall be limited to the Non-Designated Mortgage Loans (excluding
the WMMSC Serviced Mortgage Loans) and the Designated Mortgage
Loans. Notwithstanding anything to the contrary contained in
this Agreement, the Master Servicer shall have no obligations to
master service or administer the WMMSC Serviced Mortgage Loans.
In connection with such servicing and administration of the
Non-Designated Mortgage Loans, the Master Servicer and each
Servicer shall have full power and authority, acting alone and/or,
with respect to any Servicer, through Sub-Servicers as provided in
Section 3.02 hereof, to do or cause to be done any and all things
that it may deem necessary or desirable in connection with such
servicing and administration, including but not limited to, the
power and authority, subject to the terms hereof (i) to execute and
deliver, on behalf of the Certificateholders and the 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 any 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, the Certificate Insurer 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, 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 Certificateholders.
The Master Servicer and each Servicer shall prepare and
deliver to the Depositor and/or the Trustee and/or the Trust
Administrator such documents requiring execution and delivery by
either or both of them as are necessary or appropriate to enable
the Master Servicer or such Servicer to master servicer and
administer or service and administer the Mortgage Loans, as
applicable, to the extent that the Master Servicer or such Servicer
is not permitted to execute and deliver such documents pursuant to
the preceding sentence. Upon receipt of such documents, the
Depositor and/or the Trustee or the Trust Administrator shall
execute such documents and deliver them to the Master Servicer or
such Servicer, as applicable.
In accordance with the standards of the
preceding paragraph and unless determined in good faith to be a
Nonrecoverable Advance, each Servicer shall advance or cause to be
advanced funds, as necessary for the purpose of effecting the
payment of taxes and assessments on the Mortgaged Properties
related to Non-Designated Mortgage Loans, which advances constitute
Servicing Advances and shall be reimbursable in the first instance
from related collections from the Mortgagors pursuant to Section
3.06, and further as provided in Section 3.08. In no event
will any Servicer be required to make any Servicing Advance that
would constitute a Nonrecoverable Advance. The costs incurred
by a Servicer, if any, in effecting the timely payments of taxes
and assessments on the Mortgaged Properties related to
Non-Designated Mortgage Loans and related insurance premiums shall
not, for the purpose of calculating monthly distributions to the
Certificateholders, be added to the Stated Principal Balances of
the related Non-Designated Mortgage Loans, notwithstanding that the
terms of such Non-Designated Mortgage Loans so permit; provided,
however , that the limitations contained in this sentence will
not apply to modifications made pursuant to Section 3.05(b).
The parties to this Agreement acknowledge that Servicing
Advances shall be reimbursable pursuant to Section 3.08 and agree
that no Servicing Advances shall be rejected or disallowed by any
party unless such Servicing Advance is not reimbursable under the
terms of this Agreement.
Each Servicer hereby acknowledges that,
to the extent such Servicer has previously serviced some or all of
the Non-Designated Mortgage Loans pursuant to another servicing
agreement, the provisions contained in this Agreement shall
supersede the provisions contained in such other servicing
agreement from and after the Closing Date, except that such other
servicing agreement shall survive and govern with respect to excess
servicing fees and termination without cause. In addition,
the Master Servicer hereby acknowledges that, to the extent the
Master Servicer or any Designated Servicer has previously serviced
some or all of the Designated Mortgage Loans pursuant to another
servicing agreement, the provisions contained in the related
Designated Servicing Agreement shall supersede the provisions
contained in such other servicing agreement from and after the
Closing Date.
Notwithstanding anything in this
Agreement to the contrary, the purchase of any Wells Fargo Serviced
CORE Mortgage Loan by any Person shall be subject to the rights of
Wells Fargo to continue servicing such Wells Fargo Serviced CORE
Mortgage Loan for the same Servicing Fee substantially in
accordance with the terms of this Agreement.
Notwithstanding anything in this
Agreement to the contrary, the purchase of any WMMSC Serviced
Mortgage Loan by any Person shall be subject to the rights of WMMSC
to continue servicing such WMMSC Serviced Mortgage Loan for the
same Servicing Fee substantially in accordance with the terms of
this Agreement.
The related Servicer, other than WMMSC,
will fully furnish, in accordance with the Fair Credit Reporting
Act and its implementing regulations, accurate and complete
information (e.g., favorable and unfavorable) on its borrower
credit files to Equifax, Experian and Trans Union Credit
Information Company, on a monthly basis.
With respect to each WMMSC Serviced
Mortgage Loan, WMMSC will furnish information regarding its
borrower credit files to credit reporting agencies in compliance
with the provisions of the Fair Credit Reporting Act and its
implementing regulations applicable to WMMSC.
Each Servicer is authorized and
empowered, on behalf of the Certificateholders and the Trustee, in
its own name or in the name of any Sub-Servicer, when a Servicer or
any Sub-Servicer, as the case may be, believes it appropriate in
its best judgment to register any related Mortgage Loan on the
MERS® System, or cause the removal from the registration of
such Mortgage Loan on the MERS® System, to execute and
deliver, on behalf of the Trustee and the Certificateholders or any
of them, any and all instruments of assignment and other comparable
instruments with respect to such assignment or re-recording of a
Mortgage in the name of MERS, solely as nominee for the Trustee and
its successors and assigns.
SECTION 3.02
Subservicing; Enforcement of the
Obligations of Sub-Servicers.
(a)
The Non-Designated Mortgage Loans may be
subserviced by a Sub-Servicer on behalf of the related Servicer in
accordance with the servicing provisions of this Agreement,
provided that the Sub-Servicer is a FNMA-approved lender or a FHLMC
seller/servicer in good standing. With respect to the
Non-Designated Mortgage Loans, each Servicer may perform any of its
servicing responsibilities hereunder or may cause the Sub-Servicer
to perform any such servicing responsibilities on its behalf, but
the use by such Servicer of the Sub-Servicer shall not release such
Servicer from any of its obligations hereunder and such Servicer
shall remain responsible hereunder for all acts and omissions of
the Sub-Servicer as fully as if such acts and omissions were those
of such Servicer. With respect to the Non-Designated Mortgage
Loans, each Servicer shall pay all fees and expenses of any
Sub-Servicer engaged by such Servicer from its own
funds.
A Servicer shall not permit a
Sub-Servicer to perform any servicing responsibilities hereunder
with respect to the Non-Designated Mortgage Loans unless that
Sub-Servicer first agrees in writing with such Servicer to deliver
an Item 1123 Certificate, if applicable, or an Assessment of
Compliance and an Accountant’s Attestation in such manner and
at such times that permits that Servicer to comply with Sections
13.06, 13.07 and 13.08 of this Agreement.
Each Servicer may in connection with its
duties as Servicer hereunder enter into transactions with any of
its Affiliates relating to the Mortgage Loans; provided that (a)
such Servicer acts (i) in accordance with Accepted Servicing
Practices and the terms of this Agreement, and (ii) in the ordinary
course of business of such Servicer; and (b) the terms of such
transaction are no less favorable to such Servicer than it would
obtain in a comparable arm’s-length transaction with a Person
that is not an Affiliate of such Servicer.
A Servicer shall not outsource one or
more separate servicing functions hereunder with respect to the
Non-Designated Mortgage Loans to any Subcontractor unless that
Subcontractor first agrees in writing with such Servicer to deliver
an Assessment of Compliance and an Accountant’s Attestation
in such manner and at such times that permits that Servicer to
comply with Sections 14.07 and 14.08 of this
Agreement.
(b)
With respect to any Non-Designated
Mortgage Loans, at the cost and expense of a Servicer, without any
right of reimbursement from the Depositor, the Trustee, the Trust
Administrator or the applicable Collection Account, such Servicer
shall be entitled to terminate the rights and responsibilities of
its Sub-Servicer and arrange for any servicing responsibilities to
be performed by a successor Sub-Servicer meeting the requirements
set forth in Section 3.02(a), provided, however, that
nothing contained herein shall be deemed to prevent or prohibit
such Servicer, at such Servicer’s option, from electing to
service the related Non-Designated Mortgage Loans itself. In
the event that a Servicer’s responsibilities and duties under
this Agreement are terminated pursuant to Section 8.01, and if
requested to do so by the Trustee or Trust Administrator, such
Servicer shall, at its own cost and expense terminate the rights
and responsibilities of its Sub-Servicer as soon as is reasonably
possible. Each Servicer shall pay all fees, expenses or
penalties necessary in order to terminate the rights and
responsibilities of its Sub-Servicer from such Servicer’s own
funds without any right of reimbursement from the Depositor,
Trustee, Trust Administrator, or the applicable Collection
Account.
(c)
Notwithstanding any of the provisions of
this Agreement relating to agreements or arrangements between a
Servicer and its Sub-Servicer, or a Servicer and its Subcontractor,
or any reference herein to actions taken through the Sub-Servicer,
the Subcontractor, or otherwise, the related Servicer shall not 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 Non-Designated
Mortgage Loans. Each Servicer shall be entitled to enter into
an agreement with its Sub-Servicer and Subcontractor for
indemnification of such Servicer or Subcontractor, as applicable,
by such Sub-Servicer and nothing contained in this Agreement shall
be deemed to li
