MN DRAFT 2/15/07
CREDIT SUISSE FIRST
BOSTON MORTGAGE SECURITIES CORP.,
Depositor,
DLJ MORTGAGE CAPITAL,
INC.,
Seller,
WELLS FARGO BANK
N.A.,
Servicer, Master
Servicer and Trust Administrator,
BANCO POPULAR DE PUERTO
RICO,
Servicer,
GREENPOINT MORTGAGE
FUNDING, INC.
Servicer and a
Seller,
SELECT PORTFOLIO
SERVICING, INC.,
Servicer, Special Servicer and
Modification Oversight Agent
and
U.S. BANK NATIONAL
ASSOCIATION,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of January 1,
2007
relating to
CSMC MORTGAGE-BACKED
PASS-THROUGH CERTIFICATES, SERIES 2007-1
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
22
ARTICLE II CONVEYANCE OF
MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES
81
SECTION
2.01
Conveyance of Trust
Fund.
81
SECTION
2.02
Acceptance by the
Trustee.
86
SECTION
2.03
Representations and
Warranties of the Sellers, Master Servicer, the
Modification Oversight
Agent and Servicers.
88
SECTION
2.04
Representations and
Warranties of the Depositor as to the Mortgage
Loans.
90
SECTION
2.05
Delivery of Opinion of
Counsel in Connection with Substitutions.
91
SECTION
2.06
Issuance of
Certificates.
91
SECTION
2.07
REMIC
Provisions.
91
SECTION
2.08
Covenants of the Master
Servicer and each Servicer.
97
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
99
SECTION
3.01
Master Servicing and
Servicing of Mortgage Loans.
99
SECTION
3.02
Subservicing;
Enforcement of the Obligations of Sub-Servicers.
101
SECTION
3.03
Master Servicing by
Master Servicer of SPS Serviced Mortgage Loans,
GreenPoint Serviced
Mortgage Loans, Banco Popular Serviced Mortgage
Loans and Wells Fargo
Serviced Mortgage Loans
103
SECTION
3.04
Trustee to Act as Master
Servicer or Servicer.
104
SECTION
3.05
Collection of Mortgage
Loans; Collection Accounts; Certificate Account.
104
SECTION
3.06
Establishment of and
Deposits to Escrow Accounts; Permitted
Withdrawals from Escrow
Accounts; Payments of Taxes, Insurance and
Other
Charges.
109
SECTION
3.07
Access to Certain
Documentation and Information Regarding the Non-
Designated Mortgage
Loans; Inspections.
110
SECTION
3.08
Permitted Withdrawals
from the Collection Accounts and Certificate
Account.
111
SECTION
3.09
Maintenance of Hazard
Insurance; Mortgage Impairment Insurance and
Mortgage Guaranty
Insurance Policy; Claims; Restoration of Mortgaged
Property.
113
SECTION
3.10
Enforcement of
Due-on-Sale Clauses; Assumption Agreements.
117
SECTION
3.11
Realization Upon
Defaulted Mortgage Loans; Repurchase of Certain
Mortgage
Loans.
118
SECTION
3.12
Trustee and Trust
Administrator to Cooperate; Release of Mortgage Files.
122
SECTION
3.13
Documents, Records and
Funds in Possession a Servicer to be Held for the
Trust.
123
SECTION
3.14
Servicing Compensation
and Master Servicing Compensation.
123
SECTION
3.15
Access to Certain
Documentation.
124
SECTION
3.16
[Reserved].
125
SECTION
3.17
[Reserved].
125
SECTION
3.18
Maintenance of Fidelity
Bond and Errors and Omissions Insurance.
125
SECTION
3.19
Special Serviced
Mortgage Loans.
125
SECTION
3.20
Designated Mortgage
Loans.
126
SECTION
3.21
Indemnification of
Servicers and Master Servicer
127
SECTION
3.22
Prepayment
Premiums
128
ARTICLE IV PAYMENTS AND
STATEMENTS TO CERTIFICATEHOLDERS
131
SECTION
4.01
Priorities of
Distribution.
131
SECTION
4.02
Allocation of
Losses.
142
SECTION
4.03
Recoveries.
144
SECTION
4.04
Monthly Statements to
Certificateholders.
144
SECTION
4.05
Servicers and Master
Servicer to Cooperate.
146
SECTION
4.06
Cross-Collateralization;
Adjustment to Available Funds
146
SECTION
4.07
Deposit of
Uncertificated REMIC Interests.
148
SECTION
4.08
Liquidation Reserve
Fund
148
SECTION
4.09
Yield Maintenance
Agreement
149
SECTION
4.10
Basis Risk Reserve
Fund.
150
SECTION
4.11
The Interest Rate Cap
Agreements.
151
ARTICLE V ADVANCES BY
THE MASTER SERVICER AND SERVICERS
154
SECTION
5.01
Advances by the Master
Servicer and Servicers.
154
ARTICLE VI THE
CERTIFICATES
156
SECTION
6.01
The
Certificates.
156
SECTION
6.02
Registration of Transfer
and Exchange of Certificates.
157
SECTION
6.03
Mutilated, Destroyed,
Lost or Stolen Certificates.
164
SECTION
6.04
Persons Deemed
Owners.
165
SECTION
6.05
Access to List of
Certificateholders’ Names and Addresses.
165
SECTION
6.06
Maintenance of Office or
Agency.
165
SECTION
6.07
Book-Entry
Certificates.
166
SECTION
6.08
Notices to Clearing
Agency.
166
SECTION
6.09
Definitive
Certificates.
167
ARTICLE VII THE
DEPOSITOR, THE SELLER, THE MASTER SERVICER, THE
MODIFICATION OVERSIGHT
AGENT, THE SERVICERS AND THE
SPECIAL
SERVICER
168
SECTION
7.01
Liabilities of the
Seller, the Depositor, the Master Servicer, the
Servicers,
the Modification
Oversight Agent and the Special Servicer.
168
SECTION
7.02
Merger or Consolidation
of the Seller, the Depositor, the Master Servicer,
the Modification
Oversight Agent, the Servicers or the Special Servicer.
168
SECTION
7.03
Limitation on Liability
of the Seller, the Depositor, the Master Servicer,
the Modification
Oversight Agent, the Servicers, the Special Servicer and
Others.
169
SECTION
7.04
Master Servicer, the
Modification Oversight Agent, and Servicer Not to
Resign; Transfer of
Servicing.
170
SECTION
7.05
Master Servicer, Seller,
Special Servicer and Servicers May Own
Certificates.
171
ARTICLE VIII
DEFAULT
172
SECTION
8.01
Events of
Default.
172
SECTION
8.02
Master Servicer or Trust
Administrator to Act; Appointment of Successor.
175
SECTION
8.03
Notification to
Certificateholders.
177
SECTION
8.04
Waiver of Events of
Default.
177
ARTICLE IX CONCERNING
THE TRUSTEE
178
SECTION
9.01
Duties of
Trustee.
178
SECTION
9.02
Certain Matters
Affecting the Trustee.
180
SECTION
9.03
Trustee Not Liable for
Certificates or Mortgage Loans.
181
SECTION
9.04
Trustee May Own
Certificates.
181
SECTION
9.05
Trustee’s Fees and
Expenses.
182
SECTION
9.06
Eligibility Requirements
for Trustee.
182
SECTION
9.07
Resignation and Removal
of Trustee.
183
SECTION
9.08
Successor
Trustee.
183
SECTION
9.09
Merger or Consolidation
of Trustee.
184
SECTION
9.10
Appointment of
Co-Trustee or Separate Trustee.
184
SECTION
9.11
Office of the
Trustee.
185
ARTICLE X CONCERNING THE
TRUST ADMINISTRATOR
186
SECTION
10.01
Duties of Trust
Administrator.
186
SECTION
10.02
Certain Matters
Affecting the Trust Administrator.
188
SECTION
10.03
Trust Administrator Not
Liable for Certificates or Mortgage Loans.
189
SECTION
10.04
Trust Administrator May
Own Certificates.
190
SECTION
10.05
Trust
Administrator’s Fees and Expenses.
190
SECTION
10.06
Eligibility Requirements
for Trust Administrator.
191
SECTION
10.07
Resignation and Removal
of Trust Administrator.
191
SECTION
10.08
Successor Trust
Administrator.
192
SECTION
10.09
Merger or Consolidation
of Trust Administrator.
193
SECTION
10.10
Appointment of Co-Trust
Administrator or Separate Trust Administrator.
193
SECTION
10.11
Office of the Trust
Administrator.
194
SECTION
10.12
Tax Return.
195
SECTION
10.13
[Reserved].
195
SECTION
10.14
Determination of
Certificate Index.
195
ARTICLE XI
TERMINATION
196
SECTION
11.01
Termination upon
Liquidation or Purchase of all Mortgage Loans.
196
SECTION
11.02
Determination of the
Terminating Entity
198
SECTION
11.03
Procedure Upon Optional
Termination or Auction Sale.
199
SECTION
11.04
Additional Termination
Requirements.
200
ARTICLE XII
MISCELLANEOUS PROVISIONS
202
SECTION
12.01
Amendment.
202
SECTION
12.02
Recordation of
Agreement; Counterparts.
204
SECTION
12.03
Governing
Law.
205
SECTION
12.04
Intention of
Parties.
205
SECTION
12.05
Notices.
206
SECTION
12.06
Severability of
Provisions.
207
SECTION
12.07
Limitation on Rights of
Certificateholders.
207
SECTION
12.08
Certificates
Nonassessable and Fully Paid.
208
SECTION
12.09
Protection of
Assets.
208
SECTION
12.10
Non-Solicitation.
208
SECTION
12.11
Rights of the Yield
Maintenance Agreement Counterparty.
209
ARTICLE XIII EXCHANGE
ACT REPORTING
210
SECTION
13.01
Commission
Reporting.
210
SECTION
13.02
Form 10-D
Reporting
210
SECTION
13.03
Form 10-K
Reporting
211
SECTION
13.04
Form 8-K
Reporting
213
SECTION
13.05
Delisting; Amendment;
Late Filing of Reports
214
SECTION
13.06
Annual Statements of
Compliance
214
SECTION
13.07
Annual Assessments of
Compliance
215
SECTION
13.08
Accountant’s
Attestation
217
SECTION
13.09
Sarbanes-Oxley
Certification
218
SECTION
13.10
Indemnification
218
EXHIBITS
Exhibit A:
Form of Class A
Certificate
A-1
Exhibit B:
Form of Class 1-B and
Class C-B Certificates
B-1
Exhibit C:
Form of Class AR, Class
AR-L and Class 1-RR Certificate
C-1
Exhibit D:
Form of Class A-X, Class
C-X and Class 1-X Certificates
D-1
Exhibit E:
Form of Class C-P
Certificate
E-1
Exhibit F:
Form of Class PP
Certificate
F-1
Exhibit G:
Form of Class M
Certificates
G-1
Exhibit H:
Form of Reverse of
Certificates
H-1
Exhibit I:
Form of Servicer
Information
I-1
Exhibit I-A:
Base Liquidation
Report
I-16
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:
Form of 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
Exhibit X:
Form of Yield
Maintenance Agreement
X-1
Exhibit Y:
Form of Certification
Regarding Substitution of Defective Mortgage Loans
Y-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 Banco Popular De Puerto Rico
IIE-1
Schedule IIF:
Representations and
Warranties of GreenPoint
IIF-1
Schedule
IIIA:
Representations and
Warranties of DLJMC as to the DLJMC Mortgage Loans
IIIA-1
Schedule
IIIB:
Representations and
Warranties of GreenPoint as to the GreenPoint Mortgage
Loans
IIIB-1
Schedule IV:
Yield Maintenance
Notional Amounts for Class 5-A-1 Certificates
IV-1
THIS POOLING AND SERVICING AGREEMENT,
dated as of January 1, 2007, 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”), BANCO
POPULAR DE PUERTO RICO (“Banco Popular”), a state
chartered bank, as a servicer (a “Servicer”),
GREENPOINT MORTGAGE FUNDING, INC., a New York corporation
(“GreenPoint”), as a seller (in such capacity, a
“Seller”), and as a servicer (in such capacity, a
“Servicer”), SELECT PORTFOLIO SERVICING, INC.
(“SPS”), a Utah corporation, as a servicer ( in such capacity, a “Servicer”) as a
special servicer (in such capacity , the “Special
Servicer”) and as modification oversight agent (in such
capacity, the “Modification Oversight Agent”) 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
Interest Rate Cap Accounts, the Interest Rate Cap Agreements, the
Basis Risk Reserve Fund, the Supplemental Interest Trust, the Yield
Maintenance Account, the Yield Maintenance Agreement and the
Liquidation Reserve Fund) be treated for federal income tax
purposes as comprising five real estate mortgage investment
conduits (each a “REMIC” or, in the alternative,
“Subsidiary REMIC 1,” “Subsidiary REMIC 2,”
“Middle REMIC 1,” “Middle REMIC 2,” and
“Master REMIC”). Each Class of Certificates
(other than the Class 1-R, Class AR, the Class AR-L Certificates,
the Exchangeable Certificates and the Exchangeable REMIC
Certificates, and exclusive of (i) the right to receive amounts
from the Basis Risk Reserve Fund in the case of each Group 1
Certificate (other than the Class 1-X and Class 1-P Certificates),
(ii) the right to receive amounts from the related Interest Rate
Cap Account in the case of the Class 1-A-1C, Class 1-A-2B, Class
1-M-4, Class 1-M-5 and Class 1-B-1 Certificates and (iii) the right
to receive amounts from the Yield Maintenance Account in the case
of the Class 5-A-1 Certificates) and each Class of Uncertificated
REMIC Interests 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 of Middle REMIC 1, Middle REMIC 2, and the Master
REMIC for purposes of the REMIC Provisions. The Class I-R
Certificates represent ownership of the sole class of residual
interest in Subsidiary REMIC 1 for purposes of the REMIC
Provisions. The Class AR-L Certificates represent ownership
of the sole class of residual interest in Subsidiary REMIC 2 for
purposes of the REMIC Provisions.
The Master REMIC shall hold as its
assets, the Class PP Reserve Fund and the several classes of
uncertificated Middle Tier Interests in Middle REMIC 2 other than
the Class MT2-R Interest, and each such Middle Tier Interest is
hereby designated as a regular interest in Middle REMIC 2.
Middle REMIC 2 shall hold as its assets the several classes
of uncertificated Middle Tier Interests in Middle REMIC 1 other
than the Class MT1-R Interest, and each such Middle Tier Interest
is hereby designated as a regular interest in Middle REMIC 1.
Middle REMIC 1 shall hold as its assets the several classes
of uncertificated Lower Tier Interests in Subsidiary REMIC 1 and
Subsidiary REMIC 2, other than the Class LT1-R and LT2-R Interests,
and each such Lower Tier Interest is hereby designated as a regular
interest in the applicable Subsidiary REMIC. Subsidiary REMIC
1 shall hold as its assets the Mortgage Loans in Loan Group 1, and
all collections and accounts related thereto. Subsidiary
REMIC 2 shall hold as its assets the Mortgage Loans in Loan Groups
2, 3, 4 and 5, 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
|
|
Corresponding Class of Master
REMIC Certificates
|
|
LT1-1-A-1A
|
(1)
|
(3)
|
1-A-1A
|
|
LT1-1-A-1B
|
(1)
|
(3)
|
1-A-1B
|
|
LT1-1-A-1C
|
(1)
|
(3)
|
1-A-1C
|
|
LT1-1-A-1D
|
(1)
|
(3)
|
1-A-1D
|
|
LTI-1-A-2A
|
(1)
|
(3)
|
1-A-2A
|
|
LTI-1-A-2B
|
(1)
|
(3)
|
1-A-2B
|
|
LTI-1-A-2C
|
(1)
|
(3)
|
1-A-2C
|
|
LT1-1-A-3
|
(1)
|
(3)
|
1-A-3
|
|
LT1-1-A-4
|
(1)
|
(3)
|
1-A-4
|
|
LT1-1-A-5A
|
(1)
|
(3)
|
1-A-5A
|
|
LT1-1-A-5B
|
(1)
|
(3)
|
1-A-5B
|
|
LT1-1-A-6A
|
(1)
|
(3)
|
1-A-6A
|
|
LT1-1-A-6B
|
(1)
|
(3)
|
1-A-6B
|
|
LT1-1-M-1
|
(1)
|
(3)
|
1-M-1
|
|
LT1-1-M-2
|
(1)
|
(3)
|
1-M-2
|
|
LT1-1-M-3
|
(1)
|
(3)
|
1-M-3
|
|
LT1-1-M-4
|
(1)
|
(3)
|
1-M-4
|
|
LT1-1-M-5
|
(1)
|
(3)
|
1-M-5
|
|
LT1-1-B-1
|
(1)
|
(3)
|
1-B-1
|
|
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
Group 1 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 Group 1 Mortgage Loans.
(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 1-R 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 in Loan Group 1) 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
in Loan Group 1 shall be allocated in the following order of
priority:
(i)
First, concurrently, to each
Subsidiary REMIC 1 Interest with a Corresponding Class of
Certificates 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 the preceding Prepayment Period in respect of
the Mortgage Loans in Loan Group 1 shall be distributed to the
Class LT1-Q Interest.
Subsidiary REMIC 2
The following table sets forth (or
describes) the class designation, interest rate, and initial
principal amount for each uncertificated REMIC interest in
Subsidiary REMIC 2:
|
|
|
|
|
Subsidiary REMIC 2 Interest
|
Initial Principal Balance
|
|
Corresponding Class of Master REMIC Certificates
|
|
LT2-Grp 2
|
(1)
|
5.500%
|
N/A
|
|
LT2-Grp 3
|
(2)
|
6.000%
|
N/A
|
|
LT2-Grp 4
|
(3)
|
6.500%
|
N/A
|
|
LT2-4-X
|
(4)
|
(4)
|
C-X
|
|
LT2-Grp 5
|
(5)
|
6.000%
|
N/A
|
|
LT2-5-X
|
(6)
|
(6)
|
A-X
|
|
LT2-R
|
(7)
|
(7)
|
N/A
|
________________
(1)
This interest has an
initial principal balance equal to the sum of the aggregate of the
Stated Principal Balances, as of the Cut-Off Date, of each Group 2
Mortgage Loan.
(2)
This interest has an
initial principal balance equal to the sum of the aggregate of the
Stated Principal Balances, as of the Cut-Off Date, of each Group 3
Mortgage Loan.
(3)
This interest has an
initial principal balance equal to the sum of the aggregate of the
Stated Principal Balances, as of the Cut-Off Date, of each Group 4
Mortgage Loan.
(4)
This interest shall be
entitled to receive on each Distribution Date the amount of
interest that accrues on each Group 4 Mortgage Loan that is a
Premium Rate Mortgage Loan at a rate equal to the Net Mortgage Rate
of such Mortgage Loan less the Required Coupon for Loan Group 4.
(5)
This interest has an
initial principal balance equal to the sum of the aggregate of the
Stated Principal Balances, as of the Cut-Off Date, of each Group 5
Mortgage Loan.
(6)
This interest shall be
entitled to receive on each Distribution Date the amount of
interest that accrues on each Group 5 Mortgage Loan that is a
Premium Rate Mortgage Loan at a rate equal to the Net Mortgage Rate
of such Mortgage Loan less the Required Coupon for Loan Group 5.
(7)
The Class LT2-R Interest
is the sole class of residual interest in Subsidiary REMIC 2.
It does not have an interest rate or a principal balance.
The Class AR-L Certificate represents beneficial ownership
interest of the Class LT2-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 in Loan Groups 2, 3, 4 and
5) to the Interests in Subsidiary REMIC 2 at the rates shown above,
pro rata, based on the amount of interest accrued on each such
Interest for the related Interest Accrual Period.
On each Distribution Date, principal
collections and realized losses with respect to the Mortgage Loans
in Loan Groups 2, 3, 4 and 5 shall be allocated to a Subsidiary
REMIC 2 Interest in accordance with the respective amounts of
principal collections and realized losses with respect to such
Mortgage Loans allocated to any Corresponding Class of Master REMIC
Certificates for such Subsidiary REMIC 2 Interest. Any
remaining amounts of principal collections and realized losses and
any Assigned Prepayment Premiums payable to the Class PP
Certificates with respect to the Mortgage Loans in Loan Groups 2,
3, 4 and 5 shall be allocated to the Class LT2-Grp 2, Class LT2-Grp
3, Class LT2-Grp 4 and Class LT2-Grp 5 Interests,
respectively.
Middle REMIC 1
The following table sets forth (or
describes) the class designation, interest rate, and initial
principal amount for each class of Middle REMIC 1
Interests.
|
|
|
|
|
|
|
Initial Principal Balance
|
|
Corresponding Class of Master REMIC Certificates
|
|
MT1-1-A-1A
|
(1)
|
(3)
|
1-A-1A
|
|
MT1-1-A-1B
|
(1)
|
(3)
|
1-A-1B
|
|
MT1-1-A-1C
|
(1)
|
(3)
|
1-A-1C
|
|
MT1-1-A-1D
|
(1)
|
(3)
|
1-A-1D
|
|
MT1-1-A-2A
|
(1)
|
(3)
|
1-A-2A
|
|
MT1-1-A-2B
|
(1)
|
(3)
|
1-A-2B
|
|
MT1-1-A-2C
|
(1)
|
(3)
|
1-A-2C
|
|
MT1-1-A-3
|
(1)
|
(3)
|
1-A-3
|
|
MT1-1-A-4
|
(1)
|
(3)
|
1-A-4
|
|
MT1-1-A-5A
|
(1)
|
(3)
|
1-A-5A
|
|
MT1-1-A-5B
|
(1)
|
(3)
|
1-A-5B
|
|
MT1-1-A-6A
|
(1)
|
(3)
|
1-A-6A
|
|
MT1-1-A-6B
|
(1)
|
(3)
|
1-A-6B
|
|
MT1-1-M-1
|
(1)
|
(3)
|
1-M-1
|
|
MT1-1-M-2
|
(1)
|
(3)
|
1-M-2
|
|
MT1-1-M-3
|
(1)
|
(3)
|
1-M-3
|
|
MT1-1-M-4
|
(1)
|
(3)
|
1-M-4
|
|
MT1-1-M-5
|
(1)
|
(3)
|
1-M-5
|
|
MT1-1-B-1
|
(1)
|
(3)
|
1-B-1
|
|
MT1-1-X
|
(2)
|
(2)
|
1-X
|
|
MT1-4-X
|
(4)
|
(4)
|
C-X
|
|
MT1-5-X
|
(5)
|
(5)
|
A-X
|
|
MT1-Grp-2,3,4&5
|
(6)(10)
|
(7)
|
N/A
|
|
MT1-GSA-C-B-1
|
(8)
|
(7)
|
N/A
|
|
MT1-GSA-C-B-2
|
(8)
|
(7)
|
N/A
|
|
MT1-R
|
(9)
|
(9)
|
N/A
|
________________
(1)
This interest has an
initial principal balance equal to the initial class principal
balance of its Corresponding Class of Master REMIC
Certificates.
(2)
This interest shall have
an initial principal balance of $3,914,692.82. This interest
shall also comprise a notional component, which represents a
regular interest in Middle REMIC 1. The notional component
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, and, for each Distribution Date (and the
related Accrual Period) this notional component shall bear interest
at a per annum rate equal to the excess, if any, of (i) the
weighted average of the interest rates on the Subsidiary REMIC
Interests in Subsidiary REMIC 1, over (ii) the Adjusted Subsidiary
REMIC 1 WAC.
(3)
This interest shall be
entitled to receive on each Distribution Date interest at a per
annum rate equal to the interest rate on its Corresponding Class of
Master REMIC Certificates.
(4)
This interest shall be
entitled to receive on each Distribution Date the amount of
interest that accrues on the Class LT2-4-X interest.
(5)
This interest shall be
entitled to receive on each Distribution Date the amount of
interest that accrues on the Class LT2-5-X interest.
(6)
This interest has an
initial principal balance equal to the product of 99% and the
aggregate of the Stated Principal Balances of each Mortgage Loan in
Loan Groups 2, 3, 4 and 5 as of the Cut-Off Date.
(7)
This interest shall bear
interest at a rate equal to the weighted average rate of the Class
LT2-Grp-2, LT2-Grp-3, LT2-Grp-4 and LT2-Grp-5 Interests, weighted
on the outstanding principal balances of such interests.
(8)
Each of these interests
has an initial principal balance equal to the product of 0.5% and
the aggregate of the Stated Principal Balances of each Mortgage
Loan in Loan Groups 2, 3, 4 and 5 as of the Cut-Off
Date.
(9)
The Class MT1-R Interest
is the sole class of residual interest in Middle REMIC 1. It
does not have an interest rate or a principal balance.
(10)
This interest shall also
be entitled to receive Assigned Prepayment Premiums payable to the
Class PP Certificates in respect of Mortgage Loans in Group 2,
Group 3, Group 4 or Group 5.
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 in Loan Groups 1) to the
Interests in Middle REMIC 1 with a Corresponding Class of Group 1
Certificates at the rates for such Corresponding Class of
Certificates, pro rata, based on the amount of interest accrued on
each such Interest for the related Interest Accrual
Period.
On each Distribution Date, principal
collections and realized losses with respect to the Mortgage Loans
in Loan Group 1 shall be allocated in the following order of
priority:
(i)
First, concurrently, to the
Class MT1-1-A-1A, Class MT1-1-A-1B, Class MT1-1-A-1C, Class
MT1-1-A-1D, Class MT1-1-A-2A, Class MT1-1-A-2B, Class MT1-1-A-2C,
Class MT1-1-A-3, Class MT1-1-A-4, Class MT1-1-A-5A, Class
MT1-1-A-5B, Class MT1-1-A-6A, Class MT1-1-A-6B, Class MT1-1-M-1,
Class MT1-1-M-2, Class MT1-1-M-3, Class MT1-1-M-4, Class MT1-1-M-5
and Class MT1-1-B-1 Interests until the principal balance of each
such Middle REMIC 1 Interest equals the Class Principal Balance of
its Corresponding Class of Certificates immediately after such
Distribution Date; and
(ii) Second, to the Class MT1-1-X
Interest, any remaining amounts.
On each Distribution Date, Prepayment
Penalties distributed to the Class LT1-Q Interest in Subsidiary
REMIC 1 shall be deemed to have been passed through to the Class
MT1-1-X Interest in Middle REMIC 1 on such Distribution
Date.
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 in Loan Groups 2, 3, 4 and
5) to the Interests in Middle REMIC 1 with a corresponding Class of
Group 2, Group 3, Group 4 or Group 5 Certificates 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
MT1-Grp-2,3,4&5 Interest shall be deferred to the extent
necessary to make the principal distributions described below on
the Class MT1-GSA-C-B-1 and Class MT1-GSA-C-B-2 Interests.
Any interest so deferred on the Class MT1-Grp-2,3,4&5
Interest shall itself bear interest at the interest rate of such
Interest.
On each Distribution Date, principal
collections and realized losses with respect to the Mortgage Loans
in Loan Groups 2, 3, 4 and 5 shall be allocated as
follows:
First, to each Middle REMIC Interest
corresponding to Loan Groups 2, 3, 4 and 5 in accordance with the
respective amounts of principal collections and realized losses
with respect to such Mortgage Loans allocated to any Corresponding
Class of Master REMIC Certificates for such Middle REMIC Interest;
and
Second, provided a Group C-B Certificate
is still outstanding, to the Class MT1-GSA-C-B-1 and Class
MT1-GSA-C-B-2 Interests, the minimum amount (including deferred
interest on the Class MT1-Grp-2,3,4&5 Interest to the extent
necessary) to each such that, following such
allocations:
(i)
the weighted average of the interest
rates of such classes (determined by subjecting the Class
MT1-GSA-C-B-1 Interest to a floor of 8.0638% and the Class
MT1-GSA-C-B-2 Interest to a cap of 4.000%) equals the pass-through
rate of the Group C-B Certificates for the following Accrual
Period; and
(ii)
the aggregate of the principal balances
of the Class MT1-GSA-C-B-1 and Class MT1-GSA-C-B-2 Interests is no
greater than 1% of the aggregate of the principal balances of the
Class LT2-Grp 2, Class LT2-Grp 3, Class LT2-Grp 4 and Class LT2-Grp
5 Interests as of such Distribution Date.
Third, if the Group C-B Certificates are
no longer outstanding, to the Class MT1-GSA-C-B-1 and Class
MT1-GSA-C-B-2 Interests, pro rata, based on their outstanding
principal amounts until the aggregate of the principal balances of
the Class MT1-GSA-C-B-1 and Class MT1-GSA-C-B-2 Interests equals 1%
of the aggregate of the principal balances of the Class LT2-Grp 2,
Class LT2-Grp 3, Class LT2-Grp 4 and Class LT2-Grp 5 Interests as
of such Distribution Date; and
Fourth, to the Class MT1-Grp-2,3,4&5
Interest.
Middle REMIC 2
The following table sets forth (or
describes) the class designation, interest rate, and initial
principal amount for each class of Middle REMIC 2
Interests.
|
|
|
|
|
|
|
Initial
Principal Balance
|
Interest
Rate
(per annum)
|
Corresponding Class of Master REMIC Certificates
|
|
MT2-C-X
|
(1)
|
(1)
|
C-X
|
|
MT2-A-X
|
(2)
|
(2)
|
A-X
|
|
MT2-1-A-1A
|
(3)
|
(4)
|
1-A-1A
|
|
MT2-1-A-1B
|
(3)
|
(4)
|
1-A-1B
|
|
MT2-1-A-1C
|
(3)
|
(4)
|
1-A-1C
|
|
MT2-1-A-1D
|
(3)
|
(4)
|
1-A-1D
|
|
MT2-1-A-2A
|
(3)
|
(4)
|
1-A-2A
|
|
MT2-1-A-2B
|
(3)
|
(4)
|
1-A-2B
|
|
MT2-1-A-2C
|
(3)
|
(4)
|
1-A-2C
|
|
MT2-1-A-3
|
(3)
|
(4)
|
1-A-3
|
|
MT2-1-A-4
|
(3)
|
(4)
|
1-A-4
|
|
MT2-1-A-5A
|
(3)
|
(4)
|
1-A-5A
|
|
MT2-1-A-5B
|
(3)
|
(4)
|
1-A-5B
|
|
MT2-1-A-6A
|
(3)
|
(4)
|
1-A-6A
|
|
MT2-1-A-6B
|
(3)
|
(4)
|
1-A-6B
|
|
MT2-1-M-1
|
(3)
|
(4)
|
1-M-1
|
|
MT2-1-M-2
|
(3)
|
(4)
|
1-M-2
|
|
MT2-1-M-3
|
(3)
|
(4)
|
1-M-3
|
|
MT2-1-M-4
|
(3)
|
(4)
|
1-M-4
|
|
MT2-1-M-5
|
(3)
|
(4)
|
1-M-5
|
|
MT2-1-B-1
|
(3)
|
(4)
|
1-B-1
|
|
MT2-1-X
|
(5)
|
(5)
|
1-X
|
|
MT2-2-A-1
|
(3)
|
5.500%
|
2-A-1
|
|
MT2-3-A-1
|
(3)
|
6.000%
|
3-A-1
|
|
MT2-3-A-2
|
(3)
|
6.000%
|
3-A-2
|
|
MT2-4-A-1
|
(3)
|
6.500%
|
4-A-1
|
|
MT2-5-A-1
|
(3)
|
6.000%
|
5-A-1,
5-A-2
|
|
MT2-5-A-3
|
(3)
|
6.000%
|
5-A-3
|
|
MT2-5-A-4
|
(3)
|
6.000%
|
5-A-4
|
|
MT2-5-A-5
|
(3)
|
6.000%
|
5-A-5
|
|
MT2-5-A-6
|
(3)
|
6.000%
|
5-A-6
|
|
MT2-5-A-7
|
(3)
|
6.000%
|
5-A-7,
5-A-9
|
|
MT2-5-A-8
|
(3)
|
6.000%
|
5-A-8
|
|
MT2-5-A-10
|
(3)
|
6.000%
|
5-A-10,
5-A-11
|
|
MT2-5-A-12
|
(3)
|
6.000%
|
5-A-12
|
|
MT2-5-A-16
|
(3)
|
6.000%
|
5-A-16
|
|
MT2-C-B-A
|
(6)(9)
|
(7)
|
C-B
Certificates
|
|
MT2-C-B-B
|
(6)
|
(7)
|
C-B
Certificates
|
|
MT2-R
|
(8)
|
(8)
|
N/A
|
____________________
(1)
This interest does not
have a principal balance and shall be entitled to receive on each
Distribution Date the aggregate amount of interest that accrues on
the Class MT1-4-X Interest.
(2)
This interest does not
have a principal balance and shall be entitled to receive on each
Distribution Date the aggregate amount of interest that accrues on
the Class MT1-5-X Interest.
(3)
This interest has an
initial principal balance equal to the class principal balance of
its Corresponding Class of Master REMIC Certificates.
(4)
This interest shall be
entitled to receive on each Distribution Date interest at a per
annum rate equal to the interest rate on its Corresponding Class of
Master REMIC Certificates.
(5)
This interest has an
initial principal balance equal to the initial class principal
balance of the Class MT1-1-X Interest in Middle REMIC 1. This
interest shall be entitled to receive on each Distribution Date
interest in respect of the Class MT1-1-X Interest.
(6)
This interest has an
initial principal balance equal to one half of the aggregate class
principal balance of the Group C-B Certificates.
(7)
This Class shall bear
interest at the same rate as the Group C-B Certificates.
(8)
The Class MT2-R Interest
is the sole class of residual interest in Middle REMIC 2. It
does not have an interest rate or a principal balance.
(9)
This interest shall also
be entitled to receive Assigned Prepayment Premiums payable to the
Class PP Certificates in respect of Mortgage Loans in Group 2,
Group 3, Group 4 or Group 5.
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 Middle
REMIC 2 at the rates shown above, pro rata, based on the amount of
interest accrued on each such Interest for the related Interest
Accrual Period.
On each Distribution Date, principal
collections and realized losses with respect to the Mortgage Loans
shall be allocated to each Middle REMIC 2 Interest in accordance
with the respective amounts of principal collections and realized
losses with respect to such Mortgage Loans allocated to any
Corresponding Class of Master REMIC Certificates for such Middle
REMIC Interest; provided that any allocation between the Class
MT2-C-B-A and Class MT2-C-B-B Interests shall be made equally
between such Interests.
On each Distribution Date, Prepayment
Penalties distributed to the MT1-1-X Interest in Middle REMIC 1
shall be deemed to have been passed through to the Class MT2-1-X
Interest in Middle REMIC 2 on such Distribution Date.
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
|
|
1-A-1A
|
$189,000,000
|
5.9421%(1)
|
$25,000
|
$1
|
|
1-A-1B
|
$48,589,000
|
Variable(2)
|
$25,000
|
$1
|
|
1-A-1C
|
$47,000,000
|
Variable(3)
|
$250,000
|
$1
|
|
1-A-1D
|
$18,000,000
|
5.9421%(1)
|
$25,000
|
$1
|
|
1-A-2A
|
$34,038,000
|
5.8021%(1)
|
$25,000
|
$1
|
|
1-A-2B
|
$20,000,000
|
Variable(4)
|
$25,000
|
$1
|
|
1-A-2C
|
$25,000,000
|
5.8021%(1)
|
$25,000
|
$1
|
|
1-A-3
|
$84,567,000
|
5.9889%(1)
|
$25,000
|
$1
|
|
1-A-4
|
$49,579,000
|
6.1307%(5)
|
$25,000
|
$1
|
|
1-A-5A
|
$36,250,000
|
6.2157%(6)
|
$25,000
|
$1
|
|
1-A-5B
|
$10,415,000
|
6.2157%(6)
|
$25,000
|
$1
|
|
1-A-6A
|
$100,756,000
|
5.8631%(7)
|
$25,000
|
$1
|
|
1-A-6B
|
$6,375,000
|
5.8500%(8)
|
$25,000
|
$1
|
|
2-A-1
|
$43,249,900
|
5.500%
|
$1,000
|
$1
|
|
3-A-1
|
$93,533,000
|
6.000%
|
$1,000
|
$1
|
|
3-A-2
|
$3,508,000
|
6.000%
|
$25,000
|
$1
|
|
4-A-1
|
$75,330,000
|
6.500%
|
$1,000
|
$1
|
|
5-A-1
|
$100,000,000
|
Variable(9)
|
$1,000
|
$1
|
|
5-A-2
|
100,000,000*
|
Variable(10)
|
$100,000
|
$1
|
|
5-A-3
|
$30,000,000
|
6.000%
|
$1,000
|
$1
|
|
5-A-4
|
$30,000,000
|
6.000%
|
$25,000
|
$1
|
|
5-A-5
|
$2,261,000
|
6.000%
|
$1,000
|
$1
|
|
5-A-6
|
$1,095,000
|
6.000%
|
$25,000
|
$1
|
|
5-A-7 (11)
|
$25,000,000
|
5.750%
|
$25,000
|
$1
|
|
5-A-8
|
$1,875,000
|
6.000%
|
$25,000
|
$1
|
|
5-A-9(11)
|
$25,000,000*
|
0.250%
|
$100,000
|
$1
|
|
5-A-10(11)
|
$88,625,000
|
5.750%
|
$1,000
|
$1
|
|
5-A-11(11)
|
$88,625,000*
|
0.250%
|
$100,000
|
$1
|
|
5-A-12(11)
|
$3,323,000
|
6.000%
|
$1,000
|
$1
|
|
5-A-13(12)
|
$25,000,000
|
6.000%
|
$25,000
|
$1
|
|
5-A-14(12)
|
$88,625,000
|
6.000%
|
$1,000
|
$1
|
|
5-A-15(12)
|
$91,948,000
|
6.000%
|
$1,000
|
$1
|
|
5-A-16
|
$5,845,000
|
6.000%
|
$25,000
|
$1
|
|
A-X
|
16,190,589*
|
6.000%
|
$100,000
|
$1
|
|
C-X
|
22,915,441*
|
0.500%
|
$100,000
|
$1
|
|
1-X
|
711,928,792*
|
(13)
|
10%
|
1%
|
|
1-M-1
|
$16,018,000
|
6.0321%(14)
|
$25,000
|
$1
|
|
1-M-2
|
$8,899,000
|
6.3300%(15)
|
$25,000
|
$1
|
|
1-M-3
|
$3,204,000
|
6.5000%(16)
|
$25,000
|
$1
|
|
1-M-4
|
$3,560,000
|
Variable(17)
|
$25,000
|
$1
|
|
1-M-5
|
$2,848,000
|
Variable(18)
|
$25,000
|
$1
|
|
1-B-1
|
$3,916,000
|
Variable(19)
|
$25,000
|
$1
|
|
C-B-1
|
$10,205,000
|
Variable(20)
|
$25,000
|
$1
|
|
C-B-2
|
$3,662,000
|
Variable(20)
|
$25,000
|
$1
|
|
C-B-3
|
$2,093,000
|
Variable(20)
|
$25,000
|
$1
|
|
C-B-4
|
$1,308,000
|
Variable(20)
|
$25,000
|
$1
|
|
C-B-5
|
$1,308,000
|
Variable(20)
|
$25,000
|
$1
|
|
C-B-6
|
$1,048,203
|
Variable(20)
|
$25,000
|
$1
|
|
AR(21)
|
$50
|
5.500%
|
20%(22)
|
20%
|
|
AR-L(23)
|
$50
|
5.500%
|
20%(22)
|
20%
|
|
1-R
|
$100
|
0.000%
|
20%(22)
|
20%
|
|
PP(24)
|
$523,269,203
|
N/A
|
10%
|
1%
|
|
1-P(25)
|
$200
|
N/A
|
10%
|
1%
|
* Identifies a Class Notional
Amount
(1)
These certificates are
subject to a limitation on its Pass-Through Rate equal to the Net
Funds Cap.
(2)
The initial Pass-Through
Rate on the Class 1-A-1B Certificates is 5.4000% per annum.
On each Distribution Date after the first Distribution Date,
the per annum Pass-Through Rate on the Class 1-A-1B Certificates
will be equal to the lesser of the Certificate Index plus 0.080%
and the Net Funds Cap.
(3)
The initial Pass-Through
Rate on the Class 1-A-1C Certificates is 5.3800% per annum.
On each Distribution Date after the first Distribution Date,
the per annum Pass-Through Rate on the Class 1-A-1C Certificates
will be equal to the lesser of the Certificate Index plus 0.060%
and the Net Funds Cap.
(4)
The initial Pass-Through
Rate on the Class 1-A-2B Certificates is 5.4500% per annum.
On each Distribution Date after the first Distribution Date,
the per annum Pass-Through Rate on the Class 1-A-2B Certificates
will be equal to the least of (i) the Certificate Index plus
0.130%, (ii) 11.00% and (iii) the Net Funds Cap.
(5)
The Class 1-A-4
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 Group 1 Mortgage Loans, the per annum
Pass-Through Rate on these certificates will equal the lesser of
(i) 6.6307% and (ii) the Net Funds Cap.
(6)
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 Group 1 Mortgage Loans, the per annum Pass-Through Rate on
these certificates will equal the lesser of (i) 6.7157% and (ii)
the Net Funds Cap.
(7)
The Class 1-A-6A
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 Group 1 Mortgage Loans, the per annum
Pass-Through Rate on these certificates will equal the lesser of
(i) 6.3631% and (ii) the Net Funds Cap.
(8)
The Class 1-A-6B
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 Group 1 Mortgage Loans, the per annum
Pass-Through Rate on these certificates will equal the lesser of
(i) 6.3500% and (ii) the Net Funds Cap.
(9)
The initial Pass-Through
Rate on the Class 5-A-1 Certificates is 5.920% per annum.
After the first Distribution Date, the per annum Pass-Through
Rate on the Class 5-A-1 Certificates will be equal to the
Certificate Index plus 0.600%, but no more than 9.500% per annum
and no less than 0.600% per annum; provided, however, that when
one-month LIBOR as described in the Yield Maintenance Agreement, is
greater than 5.400%, a portion of the interest distributed to the
Class 5-A-1 Certificates will not come from payments on the
Mortgage Loans but rather from the Yield Maintenance Agreement,
pursuant to Section 4.09(f). After the Yield Maintenance
Agreement terminates immediately following the Distribution Date in
May 2010, the maximum Pass-Through Rate will be 6.000% per
annum.
(10)
The initial Pass-Through
Rate on the Class 5-A-2 Certificates is 0.080% per annum.
After the first Distribution Date, the per annum Pass-Through
Rate on the Class 5-A-2 Certificates will be equal to 5.400% minus
the Certificate Index, but no less than 0.000% per annum and no
more than 5.400% per annum.
(11)
These Class shall be
issued in uncertificated form and shall constitute the
Uncertificated REMIC Interests. Each Class of Exchangeable
REMIC Certificates issued under the Trust Agreement will be
entitled to the same distributions of interest and principal, as
applicable, as the corresponding Uncertificated REMIC
Interest.
(12)
These Certificates are
Exchangeable Certificates which will not be issued under this
Pooling and Servicing Agreement and are not interests in the Master
REMIC. The Exchangeable Certificates are issued under the
Trust Agreement.
(13)
The Class 1-X
Certificates shall represent ownership of a regular interest in the
Master REMIC (the “Class X Interest”). Such
regular interest shall be entitled to receive on each Distribution
Date the amounts distributable on the Class MT2-1-X interest on
such Distribution Date (less $200.00 payable as the Class Principal
Balance of the Class 1-P Certificates). In addition, for
federal income tax purposes, the Class 1-X Certificates shall
represent ownership of the Basis Risk Reserve Fund and the Interest
Rate Cap Accounts.
(14)
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 Group 1 Mortgage Loans, the per annum Pass-Through Rate on
these certificates will equal the lesser of (i) 6.5321% and (ii)
the Net Funds Cap.
(15)
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 Group 1 Mortgage Loans, the per annum Pass-Through Rate on
these certificates will equal the lesser of (i) 6.830% and (ii) the
Net Funds Cap.
(16)
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 Group 1 Mortgage Loans, the per annum Pass-Through Rate on
these certificates will equal the lesser of (i) 7.000% and (ii) the
Net Funds Cap.
(17)
The initial Pass-Through
Rate on the Class 1-M-4 Certificates is 6.570% per annum. On
each Distribution Date after the first Distribution Date and on or
prior to the first possible Optional Termination Date for the Group
1 Mortgage Loans, the per annum Pass-Through Rate on these
certificates will be equal to the least of (i) the Certificate
Index plus 1.250%, (ii) 11.00% and (iii) the Net Funds Cap.
After the first possible Optional Termination Date for the
Group 1 Mortgage Loans, the per annum Pass-Through Rate on these
certificates will equal the least of (i) the Certificate Index plus
1.750%, (ii) 11.00% and (iii) the Net Funds Cap.
(18)
The initial Pass-Through
Rate on the Class 1-M-5 Certificates is 6.570% per annum. On
each Distribution Date after the first Distribution Date and on or
prior to the first possible Optional Termination Date for the Group
1 Mortgage Loans, the per annum pass through rate on these
certificates will be equal to the least of (i) the Certificate
Index plus 1.250%, (ii) 11.00% and (iii) the Net Funds Cap.
After the first possible Optional Termination Date for the
Group 1 Mortgage Loans, the per annum Pass-Through Rate on these
certificates will equal the least of (i) the Certificate Index plus
1.750%, (ii) 11.00% and (iii) the Net Funds Cap.
(19)
The initial Pass-Through
Rate on the Class 1-B-1 Certificates is 7.320% per annum. On
each Distribution Date after the first Distribution Date and on or
prior to the first possible Optional Termination Date for the Group
1 Mortgage Loans, the per annum Pass-Through Rate on these
certificates will be equal to the least of the (i) Certificate
Index plus 2.00%, (ii) 11.00% and (iii) the Net Funds Cap.
After the first possible Optional Termination Date for the
Group 1 Mortgage Loans, the per annum Pass-Through Rate on these
certificates will equal the least of (i) the Certificate Index plus
2.500%, (ii) 11.00% and (iii) the Net Funds Cap.
(20)
The initial Pass-Through
Rate on the Class C-B-1, Class C-B-2, Class C-B-3, Class C-B-4,
Class C-B-5 and Class C-B-6 Certificates is 6.0319% per annum.
On any Distribution Date, the Pass-Through Rate on these
Certificates will be a per annum rate equal to the quotient
expressed as a percentage of (a) the sum of (i) the product of (x)
5.50% and (y) the Group C-B Component Balance for the Group 2
Mortgage Loans immediately prior to such Distribution Date, (ii)
the product of (x) 6.00% and (y) the Group C-B Component Balance
for the Group 3 Mortgage Loans immediately prior to such
Distribution Date, (iii) the product of (x) 6.50% and (y) the Group
C-B Component Balance for the Group 4 Mortgage Loans immediately
prior to such Distribution Date and (iv) the product of (x) 6.00%
and (y) the Group C-B Component Balance for the Group 5 Mortgage
Loans immediately prior to such Distribution Date divided by (b)
the aggregate of the Group C-B Component Balances for the Group 2,
Group 3, Group 4 and Group 5 Mortgage Loans immediately prior to
such Distribution Date.
(21)
The Class AR
Certificates shall represent beneficial ownership of the MT1-R and
MT2-R interests and of the residual interest in the Master
REMIC.
(22)
The Class AR, Class AR-L
and Class 1-R Certificates are issued in minimum Percentage
Interests of 20% and 20% increments in excess thereof, except that
one Certificate of each of such Classes may be issued in an amount
of $0.01.
(23)
The Class AR-L
Certificates shall represent beneficial ownership of the LT2-R
Interest.
(24)
The Class PP
Certificates will be entitled to receive prepayment premiums from
certain of the group 2, group 3, group 4 and group 5 mortgage
loans.
(25)
The Class 1-P
Certificates will be entitled to receive prepayment premiums from
certain of the group 1 mortgage loans.
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 1-A-1A, Class 1-A-1B, Class
1-A-1C, Class 1-A-1D, Class 1-A-2A, Class 1-A-2B, Class 1-A-2C,
Class 1-A-3, Class 1-A-4, Class 1-A-5A, Class 1-A-5B, Class 1-A-6A,
Class 1-A-6B, Class 2-A-1, Class 3-A-1, Class 3-A-2, Class 4-A-1,
Class 5-A-1, Class 5-A-2, Class 5-A-3, Class 5-A-4, Class 5-A-5,
Class 5-A-6, Class 5-A-7, Class 5-A-8, Class 5-A-9, Class 5-A-10,
Class 5-A-11, Class 5-A-12, Class 5-A-16, Class AR and Class AR-L
Certificates.
Class X Certificates
The Class A-X and Class C-X Certificates.
ERISA-Restricted Certificates
Residual Certificates, Private
Certificates, and any Certificates that do not satisfy the
applicable ratings requirement under the Underwriter’s
Exemption.
ERISA-Restricted Cap
Certificates
The Class 1-A-1B, Class 1-A-1C, Class
1-A-2B, Class 1-M-4, Class 1-M-5, Class 1-B-1 and Class 5-A-1
Certificates.
Exchangeable Certificates
The Class 5-A-13, Class 5-A-14 and Class
5-A-15 Certificates issued under the Trust Agreement.
Exchangeable REMIC
Certificates
The Class 5-A-7, Class 5-A-9, Class
5-A-10, Class 5-A-11 and Class 5-A-12 Certificates issued under the
Trust Agreement.
Floating Rate Certificates
The Class 1-A-1B, Class 1-A-1C, Class
1-A-2B, Class 5-A-1, Class 5-A-2, Class 1-M-4, Class 1-M-5 and
Class 1-B-1 Certificates.
Group 1 Certificates
Group 1 Senior Certificates and Group 1
Subordinate Certificates.
Group 2 Certificates
The Class 2-A-1, Class AR and Class AR-L
Certificates.
Group 3 Certificates
The Class 3-A-1 and Class 3-A-2
Certificates.
Group 4 Certificates
The Class 4-A-1 Certificates.
Group 5 Certificates
The Class 5-A-1, Class 5-A-2, Class
5-A-3, Class 5-A-4, Class 5-A-5, Class 5-A-6, Class 5-A-7, Class
5-A-8, Class 5-A-9, Class 5-A-10, Class 5-A-11, Class 5-A-12 and
Class 5-A-16 Certificates.
Group C-B Certificates
The Class C-B-1, Class C-B-2, Class
C-B-3, Class C-B-4, Class C-B-5 and Class C-B-6
Certificates.
Group 1 LIBOR Certificates
The Class 1-A-1B, Class 1-A-1C, Class
1-M-4, Class 1-M-5 and Class 1-B-1 Certificates.
Group 1 Mezzanine Certificates
The Class 1-M-1, Class 1-M-2, Class
1-M-3, Class 1-M-4 and Class 1-M-5 Certificates.
Group 1 Senior Certificates
The Class 1-A-1A, Class 1-A-1B, Class
1-A-1C, Class 1-A-1D, Class 1-A-2A, Class 1-A-2B, Class 1-A-2C,
Class 1-A-3, Class 1-A-4, Class 1-A-5A, Class 1-A-5B, Class 1-A-6-A
and Class 1-A-6-B Certificates.
Group 1 Subordinate
Certificates
The Class 1-M-1, Class 1-M-2, Class
1-M-3, Class 1-M-4, Class 1-M-5, Class 1-B-1 and Class 1-X
Certificates.
Interest-Only Certificates
The Class C-X and Class A-X
Certificates.
Inverse Floating Rate
Certificates
The Class 5-A-2 Certificates.
LIBOR Certificates
The Floating Rate Certificates and the
Inverse Floating Rate Certificates.
Lockout Certificates
The Class 1-A-6A, Class 1-A-6B, Class
5-A-4, Class 5-A-6, Class 5-A-7 and Class 5-A-16
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 1-B-1, Class PP, Class 1-P,
Class 1-X, Class C-B-4, Class C-B-5 and Class C-B-6
Certificates.
Rating Agencies
S&P, Fitch and
Moody’s.
Regular Certificates
All Classes of Certificates other than
the Residual Certificates.
Residual Certificates
The Class AR, Class AR-L and Class 1-R
Certificates.
Senior Certificates
The Group 1 Senior Certificates, Group 2,
Group 3, Group 4, Group 5, Class A-X and Class C-X
Certificates.
Subordinate Certificates
The Group 1 Subordinate Certificates and
Group C-B Certificates.
Uncertificated REMIC Interests
The Class 5-1-13, Class 5-A-14 and Class
5-A-15 Certificates issued under this Pooling and Servicing
Agreement.
All covenants and agreements made by the
Depositor herein are for the benefit and security of the
Certificateholders. The Depositor is entering into this
Agreement, and the Trustee is accepting the trusts created hereby
and thereby, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged. The principal
balance of the Mortgage Loans as of the Cut-off Date is
$1,235,197,996.39.
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 Sellers 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 Sellers, the Master Servicer,
the Servicers, the Special Servicer, the Modification Oversight
Agent, the Trustee and the Trust Administrator agree as
follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires,
shall have the following meanings:
ABN AMRO : ABN AMRO Mortgage Group, Inc. and its
successors and assigns.
ABN AMRO Serviced Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule.
ABN AMRO Servicing
Agreement: That certain
Reconstituted Servicing Agreement dated as of January 1, 2007 among
DLJMC, ABN AMRO, the Master Servicer, the Trustee and the Trust
Administrator.
Accepted Servicing
Practices : With respect
to any Mortgage Loan, those mortgage servicing practices of prudent
mortgage lending institutions which service mortgage loans of the
same type as such Mortgage Loan in the jurisdiction where the
related Mortgaged Property is located.
Accountant’s
Attestation : The
attestation required from an Accountant pursuant to Section
13.08.
Accrual Period : 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 25
th day of the calendar month immediately preceding that
Distribution Date to and including the 24 th day of the
calendar month of the Distribution Date. For the Group 1
LIBOR Certificates, the period from and including the Distribution
Date immediately preceding the related Distribution Date (or
in the case of the first Distribution Date, the Closing Date)
to and including the day immediately preceding the related
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 13.02.
Additional Form 10-D
Disclosure : As defined in
Section 13.02.
Additional Form 10-K
Disclosure : As defined in
Section 13.03.
Additional Servicer
: 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.
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 of the Subsidiary REMIC 1 Interests with a
Corresponding Class of Master REMIC Certificates and the Class
LT1-Q Interest, weighted in proportion to their class principal
balances 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 remaining Subsidiary REMIC
1 Interest to a cap equal to the Pass-Through Rate for the
Corresponding Class of Master REMIC Certificates; provided
that , in the case of the Class 1-A-1B, Class 1-A-1C, Class
1-A-2B, Class 1-M-4, Class 1-M-5 and Class 1-B-1 Certificates, such
Pass-Through Rate shall be multiplied by the quotient of (i) the
actual number of days in the Accrual Period divided by (ii)
30.
Advance : With respect to any Non-Designated Mortgage
Loan, the payment required to be made by a Servicer, SPS or the
Master Servicer, as applicable, with respect to any Distribution
Date pursuant to Section 5.01.
With respect to any ABN AMRO Serviced
Mortgage Loan, the payment required to be made by (i) ABN AMRO with
respect to any Distribution Date pursuant to Section 5.03 of the
ABN AMRO 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 Chevy Chase Serviced
Mortgage Loan, the payment required to be made by (i) Chevy Chase
with respect to any Distribution Date pursuant to Section 5.03 of
the Chevy Chase 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 Fifth Third Serviced
Mortgage Loan, the payment required to be made by (i) Fifth Third
with respect to any Distribution Date pursuant to Section 5.03 of
the Fifth Third 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 IndyMac Serviced
Mortgage Loan, the payment required to be made by (i) IndyMac with
respect to any Distribution Date pursuant to Section 5.03 of the
IndyMac 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 National City
Serviced Mortgage Loan, the payment required to be made by (i)
National City with respect to any Distribution Date pursuant to
Section 5.03 of the National City 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 PHH Serviced Mortgage
Loan, the payment required to be made by (i) PHH with respect to
any Distribution Date pursuant to Section 5.03 of the PHH 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.
Adverse REMIC Event
: As defined in Section
2.07(f).
Agreement : This Pooling and Servicing Agreement and all
amendments or supplements hereto.
Aggregate Loan Group
Balance: As of any date
of determination, the aggregate of the Stated Principal Balances of
the Group 1 Mortgage Loans, except as otherwise provided herein, as
of the last day of the related Collection Period.
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 Group 1 Certificates, after giving effect
to all Realized Losses incurred with respect to Group 1 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 Offered Certificates on such
Distribution Date pursuant to Section 4.03 over (ii) the Aggregate
Loan 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 13.07.
Assigned Prepayment Premium
: Any Prepayment Premium on a Wells
Fargo Serviced Mortgage Loan, the Wells Fargo Serviced CORE
Mortgage Loans and on a SPS Serviced Mortgage Loan.
Assignment and Assumption
Agreement : That certain
assignment and assumption agreement dated as of January 1, 2007, 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.
Available Distribution
Amount : With respect to
any Distribution Date and Loan Group (other than Loan Group 1), the
sum of: (i) all amounts in respect of Scheduled Payments (net
of the related Expense Fees) due on the related Due Date and
received prior to the related Determination Date on the Mortgage
Loans in such Loan Group, together with any Advances in respect
thereof; (ii) (a) all Insurance Proceeds (to the extent not applied
to the restoration of the Mortgaged Property or to the extent
attributable to Mortgage Guaranty Insurance Policy proceeds where
related REO Property has been sold during the month in which such
Distribution Date occurs or released to the Mortgagor in accordance
with the applicable Servicer’s Accepted Servicing Standards)
and all Liquidation Proceeds received during the calendar month
preceding the month of that Distribution Date on the Mortgage Loans
in such Loan Group, in each case net of unreimbursed Liquidation
Expenses incurred with respect to such Mortgage Loans and (b) all
Recoveries, if any, for such Distribution Date; (iii) all Principal
Prepayments received during the related Prepayment Period on the
Mortgage Loans in such Loan Group, excluding Prepayment Premiums;
(iv) amounts received with respect to such Distribution Date as the
Substitution Adjustment Amount or Purchase Price in respect of a
Mortgage Loan in such Loan Group repurchased by the related Seller
or purchased by a holder of a Subordinate Certificate pursuant to
Section 3.11(f) or purchased by the Special Servicer pursuant to
Section 3.11(g), in each case, as of such Distribution Date, in the
case of clauses (i) through (iv) above reduced by amounts in
reimbursement for Advances previously made and other amounts as to
which a Servicer, the Master Servicer, the Custodians or the Trust
Administrator is entitled to be reimbursed pursuant to this
Agreement or the applicable Custodial Agreement, (v) any amounts
payable as Compensating Interest Payments by a Servicer or the
Master Servicer with respect to the Mortgage Loans in such Loan
Group on such Distribution Date, (vi) the portion of the Mortgage
Loan Purchase Price related to such Loan Group paid in connection
with an Optional Termination up to the amount of the Par Value for
such Loan Group, (vii) the portion of the Mortgage Loan
Auction Price related to such Loan Group paid in connection with an
Auction Sale up to the amount of the Par Value for such Loan Group
and (viii) any Liquidation Payment Amounts related to such Loan
Group.
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.
Banco Popular : Banco Popular De Puerto Rico, a state chartered
bank, and its successors and assigns.
Banco Popular REO
Disposition : The final
sale by Banco Popular, as a Servicer, of any REO
Property.
Banco Popular REO Disposition
Fee : With respect to
each Banco Popular REO Disposition, the lesser of (i) $1,500 or
(ii) one percent (1%) of the final sales price of such Banco
Popular REO Disposition shall be paid to the Banco Popular in the
form of a REO management fee; provided that if the REO Property is
sold or liquidated without incurring a real estate broker
commission, the Banco Popular REO Disposition will be equal to the
greater of (i) $1,500 or (ii) four percent (4%) of the final sales
price of such Banco Popular REO Disposition.
Banco Popular Serviced Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule, for which
Banco Popular is the applicable Servicer.
Bankruptcy Code
: The United States Bankruptcy
Code, as amended from time to time (11 U.S.C. §§ 101 et
seq.).
Bankruptcy Coverage Termination
Date : The point in time
at which the related Bankruptcy Loss Coverage Amount is reduced to
zero.
Bankruptcy Loss
: A Deficient Valuation or Debt
Service Reduction.
Bankruptcy Loss Coverage
Amount : The Bankruptcy
Loss Coverage Amount shall equal the Initial Bankruptcy Loss
Coverage Amount as reduced by (i) the aggregate amount of
Bankruptcy Losses allocated to the Group C-B Certificates since the
Cut-off Date and (ii) any permissible reductions in the related
Bankruptcy Loss Coverage Amount as evidenced by a letter of each
Rating Agency to the Trust Administrator to the effect that any
such reduction will not result in a downgrading of, or otherwise
adversely affect, the then current ratings assigned to such Classes
of Certificates rated by it.
Basis Risk Reserve Fund
: The separate Eligible Account
created and initially maintained by the Trust Administrator
pursuant to Section 4.10 in the name of the Trust Administrator for
the benefit of the Certificateholders and designated “Wells
Fargo Bank, N.A., as Trust Administrator in trust for registered
holders of Credit Suisse First Boston Mortgage Securities Corp.,
Mortgage-Backed Trust Series 2007-1, Mortgage-Backed Pass-Through
Certificates, Series 2007-1.” 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 Group 1
Certificates (other than the Class 1-X 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.
Cap Strike Rate
: With respect to the Class 5-A-1
Certificates, 5.40% per annum.
Capitalization Reimbursement
Amount : For any
Distribution Date and each Loan Group, the aggregate of the amounts
added to the Stated Principal Balances of the Mortgage Loans in
such Loan Group during the preceding calendar month representing
reimbursements to 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 Group 1
Certificates (other than the Class 1-X 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) Banco Popular, GreenPoint or SPS, by 1:00 PM New York City
time 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, by
4:00 PM New York City time 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) the
Master Servicer, by 1:00 PM New York City time two Business Days
preceding such Distribution Date.
Certificate : Any Certificates executed and authenticated
by the Trust Administrator on behalf of the Trustee for the benefit
of the Certificateholders in substantially the form or forms
attached as Exhibits A through H hereto and issued pursuant to this
Agreement or the Uncertificated REMIC Interests.
Certificate Account
: The separate Eligible Account
created and maintained with the Trust Administrator, or any other
bank or trust company acceptable to the Rating Agencies which is
incorporated under the laws of the United States or any state
thereof pursuant to Section 3.05, which account shall bear a
designation clearly indicating that the funds deposited therein are
held in trust for the benefit of the Trust Administrator, as agent
for the Trustee, on behalf of the Certificateholders or any other
account serving a similar function acceptable to the Rating
Agencies. Funds in the Certificate Account may (i) be held
uninvested without liability for interest or compensation thereon
or (ii) be invested at the direction of the Trust Administrator in
Eligible Investments and reinvestment earnings thereon (net of
investment losses) shall be paid to the Trust Administrator.
Funds deposited in the Certificate Account (exclusive of the
amounts permitted to be withdrawn pursuant to Section 3.08(b))
shall be held in trust for the Certificateholders.
Certificate Balance
: With respect to any Certificate
(other than the Group 1 Certificates), 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
(a)
minus all distributions of principal and allocations of
Realized Losses, including Excess Losses, previously made or
allocated with respect thereto in accordance with Section
4.02;
(b)
minus, with respect to the Group C-B Certificates, any
reduction to that Certificate pursuant to Section 4.02(b) if the
excess of the aggregate Certificate Balance of the Group 2, Group
3, Group 4, Group 5 and Group C-B Certificates, exceeds the
aggregate Stated Principal Balance of the Group 2, Group 3, Group 4
and Group 5 Mortgage Loans;
(c)
plus , the amount of any increase to the Certificate
Balance of such Certificate pursuant to Section 4.03.
With respect to any Group 1 Certificate,
other than a Class 1-X 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 Group 1 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.
Certificate Group
: Any of Certificate Group 1,
Certificate Group 2, Certificate Group 3, Certificate Group 4 and
Certificate Group 5, as applicable.
Certificate Group 1
: Any of the Certificates with a
Class designation beginning with “1” and relating to
Loan Group 1.
Certificate Group 2
: Any of the Certificates with a
Class designation beginning with “2” and relating to
Loan Group 2 and the Class AR and Class AR-L
Certificates.
Certificate Group 3
: Any of the Certificates with a
Class designation beginning with “3” and relating to
Loan Group 3.
Certificate Group 4
: Any of the Certificates with a
Class designation beginning with “4” and relating to
Loan Group 4.
Certificate Group 5
: Any of the Certificates with a
Class designation beginning with “5” and relating to
Loan Group 5.
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 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 13.09.
Certifying Person
: As defined in Section 13.09.
Chevy Chase : Chevy Chase Bank, F.S.B. and its successors
and assigns.
Chevy Chase Serviced Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule.
Chevy Chase Servicing
Agreement: That certain
Reconstituted Servicing Agreement dated as of January 1, 2007 among
DLJMC, Chevy Chase, the Master Servicer, the Trustee and the Trust
Administrator.
Class : All Certificates bearing the same Class
designation as set forth in the Preliminary Statement.
Class 1-A-1C Interest Rate Cap
Account: The separate
Eligible Account designated as such and created and maintained by
the Trust Administrator pursuant to Section 4.11 hereof. The
Class 1-A-1C Interest Rate Cap Account shall be treated as an
“outside reserve fund” under Treasury regulation
Section 1.860G-2(h) and shall not be part of any REMIC. Funds
in the Class 1-A-1C 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 1-A-1C Interest Rate Cap
Agreement: The interest
rate cap agreement relating to the Class 1-A-1C 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 1-A-2B Interest Rate Cap
Account: The separate
Eligible Account designated as such and created and maintained by
the Trust Administrator pursuant to Section 4.11 hereof. The
Class 1-A-2B Interest Rate Cap Account shall be treated as an
“outside reserve fund” under Treasury regulation
Section 1.860G-2(h) and shall not be part of any REMIC. Funds
in the Class 1-A-2B 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 1-A-2B Interest Rate Cap
Agreement: The interest
rate cap agreement relating to the Class 1-A-2B 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 1-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 plus any amounts allocable to the Group 1 Senior Certificates
pursuant to Section 4.01(I)(d)(i)(A) and (ii) if such Distribution
Date is on or after the Stepdown Date and a Trigger Event is not in
effect, the lesser of (x) the Senior Principal Payment Amount for
that Distribution Date and (y) the Principal Payment Amount for
that Distribution Date plus any amounts allocable to the Group 1
Senior Certificates pursuant to Section
4.01(I)(d)(i)(B).
Class 1-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 1-A-6A and Class 1-A-6B Certificates and the
denominator of which is the aggregate Class Principal Balance of
the Group 1 Senior Certificates, in each case prior to giving
effect to the distributions of principal on that Distribution
Date.
Class 1-A-6 Lockout Distribution
Amount : With respect to
any Distribution Date, an amount equal to the product of (1) the
applicable Class 1-A-6 Lockout Percentage for that Distribution
Date, (2) the Class 1-A-6 Calculation Percentage for that
Distribution Date and (3) the Class 1-A-6 Available Principal
Amount for that Distribution Date, but in no event will the Class
1-A-6 Lockout Distribution Amount exceed (a) the outstanding
aggregate Class Principal Balance of the Class 1-A-6A and Class
1-A-6B Certificates or (b) the Class 1-A-6 Available Principal
Amount for that Distribution Date.
Class 1-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 1-A-6 Lockout Percentage
|
|
February 2007 - January 2010
|
0%
|
|
February 2010 - January 2012
|
45%
|
|
February 2012 - January 2013
|
80%
|
|
February 2013 - January 2014
|
100%
|
|
February 2014 and thereafter
|
300%
|
Class 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 4.11 hereof. The
Class 1-B-1 Interest Rate Cap Account shall be treated as an
“outside reserve fund” under Treasury regulation
Section 1.860G-2(h) and shall not be part of any REMIC. Funds
in the Class 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 1-B-1 Interest Rate Cap
Agreement: The interest
rate cap agreement relating to the Class 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 1-B-1 Principal Payment
Amount : For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Group 1 Senior and Group 1
Mezzanine Certificates after giving effect to payments on such
Distribution Date and (ii) the Class Principal Balance of the Class
1-B-1 Certificates immediately prior to such Distribution Date
exceeds (y) the lesser of (A) the product of (i) 98.90% and (ii)
the Aggregate Loan Group Balance for such Distribution Date and (B)
the amount, if any, by which (i) the Aggregate Loan Group Balance
for such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan
Group Balance as of the Cut-off Date.
Class 1-M-1 Principal Payment
Amount : For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Group 1 Senior
Certificates after giving effect to payments on such Distribution
Date and (ii) the Class Principal Balance of the Class 1-M-1
Certificates immediately prior to such Distribution Date exceeds
(y) the lesser of (A) the product of (i) 92.60% and (ii) the
Aggregate Loan Group Balance for such Distribution Date and (B) the
amount, if any, by which (i) the Aggregate Loan Group Balance for
such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan
Group Balance as of the Cut-off Date.
Class 1-M-2 Principal Payment
Amount: For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balances of the Group 1 Senior
Certificates and the Class Principal Balance of the Class 1-M-1
Certificates, in each case, after giving effect to payments on such
Distribution Date and (ii) the Class Principal Balance of the Class
1-M-2 Certificates immediately prior to such Distribution Date
exceeds (y) the lesser of (A) the product of (i) 95.10% and (ii)
the Aggregate Loan Group Balance for such Distribution Date and (B)
the amount, if any, by which (i) the Aggregate Loan Group Balance
for such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan
Group Balance as of the Cut-off Date.
Class 1-M-3 Principal Payment
Amount: For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balances of the Group 1 Senior
Certificates and the Class Principal Balance of the Class 1-M-1
Certificates and Class 1-M-2 Certificates, in each case, after
giving effect to payments on such Distribution Date and (ii) the
Class Principal Balance of the Class 1-M-3 Certificates immediately
prior to such Distribution Date exceeds (y) the lesser of (A) the
product of (i) 96.00% and (ii) the Aggregate Loan Group Balance for
such Distribution Date and (B) the amount, if any, by which (i) the
Aggregate Loan Group Balance for such Distribution Date exceeds
(ii) 0.50% of the Aggregate Loan Group Balance as of the Cut-off
Date.
Class 1-M-4 Interest Rate Cap
Account: The separate
Eligible Account designated as such and created and maintained by
the Trust Administrator pursuant to Section 4.11 hereof. The
Class 1-M-4 Interest Rate Cap Account shall be treated as an
“outside reserve fund” under Treasury regulation
Section 1.860G-2(h) and shall not be part of any REMIC. Funds
in the Class 1-M-4 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 1-M-4 Interest Rate Cap
Agreement: The interest
rate cap agreement relating to the Class 1-M-4 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 1-M-4 Principal Payment
Amount : For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balances of the Group 1 Senior
Certificates and the Class Principal Balance of the Class 1-M-1
Certificates, Class 1-M-2 Certificates and Class 1-M-3
Certificates, in each case, after giving effect to payments on such
Distribution Date and (ii) the Class Principal Balance of the Class
1-M-4 Certificates immediately prior to such Distribution Date
exceeds (y) the lesser of (A) the product of (i) 97.00% and (ii)
the Aggregate Loan Group Balance for such Distribution Date and (B)
the amount, if any, by which (i) the Aggregate Loan Group Balance
for such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan
Group Balance as of the Cut-off Date.
Class 1-M-5 Interest Rate Cap
Account: The separate
Eligible Account designated as such and created and maintained by
the Trust Administrator pursuant to Section 4.11 hereof. The
Class 1-M-5 Interest Rate Cap Account shall be treated as an
“outside reserve fund” under Treasury regulation
Section 1.860G-2(h) and shall not be part of any REMIC. Funds
in the Class 1-M-5 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 1-M-5 Interest Rate Cap
Agreement: The interest
rate cap agreement relating to the Class 1-M-5 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 1-M-5 Principal Payment
Amount : For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balances of the Group 1 Senior
Certificates and the Class Principal Balance of the Class 1-M-1
Certificates, Class 1-M-2 Certificates, Class 1-M-3 Certificates
and Class 1-M-4 Certificates, in each case, after giving effect to
payments on such Distribution Date and (ii) the Class Principal
Balance of the Class 1-M-5 Certificates immediately prior to such
Distribution Date exceeds (y) the lesser of (A) the product of (i)
97.80% and (ii) the Aggregate Loan Group Balance for such
Distribution Date and (B) the amount, if any, by which (i) the
Aggregate Loan Group Balance for such Distribution Date exceeds
(ii) 0.50% of the Aggregate Loan Group Balance as of the Cut-off
Date.
Class 5-A-2 Notional Amount
: For any Distribution Date and the
Class 5-A-2 Certificates, the Class Principal Balance of the Class
5-A-1 Certificates immediately prior to such Distribution
Date.
Class 5-A-9 Notional Amount
: For any Distribution Date and the
Class 5-A-9 Certificates, the Class Principal Balance of the Class
5-A-7 Certificates immediately prior to such Distribution
Date.
Class 5-A-11 Notional
Amount : For any
Distribution Date and the Class 5-A-11 Certificates, the Class
Principal Balance of the Class 5-A-10 Certificates immediately
prior to such Distribution Date.
Class A Certificates
: As set forth in the Preliminary
Statement.
Class A-X Notional Amount
: With respect to any Distribution
Date and the Class A-X Certificates, the product of (x) the
aggregate Stated Principal Balance, as of the second preceding Due
Date (after giving effect to Scheduled Payments for that Due Date,
whether or not received), or for the initial Distribution Date, as
of the Cut-off Date, of the Premium Rate Mortgage Loans with
respect to Loan Group 5 (excluding any Special Payoff Mortgage
Loans); and (y) a fraction, the numerator of which is the weighted
average of the related Stripped Interest Rates for the Premium Rate
Mortgage Loans with respect to Loan Group 5 as of such date
(excluding any Special Payoff Mortgage Loans) and the denominator
of which is 6.00%.
Class C-X Notional Amount
: With respect to any Distribution Date
and the Class C-X Certificates, the product of (x) the aggregate
Stated Principal Balance, as of the second preceding Due Date
(after giving effect to Scheduled Payments for that Due Date,
whether or not received), or for the initial Distribution Date, as
of the Cut-off Date, of the Premium Rate Mortgage Loans with
respect to Loan Group 4 (excluding any Special Payoff Mortgage
Loans); and (y) a fraction, the numerator of which is the weighted
average of the related Stripped Interest Rates for the Premium Rate
Mortgage Loans with respect to Loan Group 4 as of such date
(excluding any Special Payoff Mortgage Loans) and the denominator
of which is 0.50%.
Class Interest Shortfall
: As to any Distribution Date and
each Class of interest-bearing Certificates (other than Group 1
Certificates), the amount by which the amount described in clause
(i) of the definition of Interest Distribution Amount for such
Class, exceeds the amount of interest actually distributed on such
Class on such Distribution Date.
Class Notional Amount:
Any of the Class 5-A-2, Class
5-A-9, Class 5-A-11, Class A-X and Class C-X Notional Amounts, as
applicable.
Class PP Reserve Fund
: The Eligible Account established
pursuant to Section 4.01(II)(E).
Class Principal Balance
: With respect to any Class of
Certificates, other than the Notional Amount Certificates, and as
to any date of determination, the aggregate of the Certificate
Balances of all Certificates of such Class as of such
date.
Class Unpaid Interest
Amounts : As to any
Distribution Date and Class of interest-bearing Certificates, other
than the Group 1 Certificates, the amount by which the aggregate
Class Interest Shortfalls for such Class on prior Distribution
Dates exceeds the amount distributed on such Class on prior
Distribution Dates pursuant to clause (ii) of the definition of
Interest Distribution Amount.
Class X Certificates
: As set forth 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 : January 30, 2007.
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 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 Banco
Popular, with respect to the Banco Popular Serviced Mortgage Loans,
the lesser of (i) the aggregate Servicing Fee payable to Banco
Popular in respect of the Banco Popular Serviced Mortgage Loans for
such Distribution Date, equal to 0.25% per annum and (ii) the
aggregate Prepayment Interest Shortfall allocable to Payoffs with
respect to the Banco Popular 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 GreenPoint,
with respect to the GreenPoint Serviced Mortgage Loans, the lesser
of (i) 50% of the aggregate Servicing Fee payable to GreenPoint in
respect of the GreenPoint Serviced Mortgage Loans for such
Distribution Date and (ii) the aggregate Prepayment Interest
Shortfall allocable to Payoffs and Curtailments with respect to the
GreenPoint Serviced Mortgage Loans.
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;
(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 Banco Popular Serviced
Mortgage Loans, the excess of (i) the Compensating Interest Payment
required to be remitted by Banco Popular for such Distribution Date
over (ii) the amount of the Compensating Interest Payment actually
remitted by Banco Popular for such Distribution Date;
(e)
with respect to the ABN AMRO Serviced
Mortgage Loans, the excess of (i) the Prepayment Interest Shortfall
Amount (as defined in the ABN AMRO Servicing Agreement) required to
be remitted by ABN AMRO on the Remittance Date (as defined in the
ABN AMRO Servicing Agreement) immediately preceding such
Distribution Date over (ii) the amount of the Prepayment Interest
Shortfall Amount (as defined in the ABN AMRO Servicing Agreement)
actually remitted by ABN AMRO for such Distribution
Date;
(f)
with respect to the Chevy Chase Serviced
Mortgage Loans, the excess of (i) the Prepayment Interest Shortfall
Amount (as defined in the Chevy Chase Servicing Agreement) required
to be remitted by Chevy Chase on the Remittance Date (as defined in
the Chevy Chase Servicing Agreement) immediately preceding such
Distribution Date over (ii) the amount of the Prepayment Interest
Shortfall Amount (as defined in the Chevy Chase Servicing
Agreement) actually remitted by Chevy Chase for such Distribution
Date;
(g)
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;
(h)
with respect to the Fifth Third Serviced
Mortgage Loans, the excess of (i) the Compensating Interest (as
defined in the Fifth Third Servicing Agreement) required to be
remitted by Fifth Third for such Remittance Date (as defined in the
Fifth Third Servicing Agreement) over (ii) the amount of the
Compensating Interest (as defined in the Fifth Third Servicing
Agreement) actually remitted by Fifth Third for such Remittance
Date (as defined in the Fifth Third Servicing
Agreement);
(i)
with respect to the GreenPoint Serviced
Mortgage Loans, the excess of (i) the Compensating Interest Payment
required to be remitted by GreenPoint for such Distribution Date
over (ii) the amount of the Compensating Interest Payment actually
remitted by GreenPoint for such Distribution Date;
(j)
with respect to the IndyMac Serviced
Mortgage Loans, the excess of (i) the Compensating Interest (as
defined in the IndyMac Servicing Agreement) required to be remitted
by IndyMac for such Remittance Date (as defined in the IndyMac
Servicing Agreement) over (ii) the amount of the Compensating
Interest (as defined in the IndyMac Servicing Agreement) actually
remitted by IndyMac for such Remittance Date (as defined in the
IndyMac Servicing Agreement);
(k)
with respect to the National City
Serviced Mortgage Loans, the excess of (i) the Compensating
Interest (as defined in the National City Servicing Agreement)
required to be remitted by National City for such Remittance Date
(as defined in the National City Servicing Agreement) over (ii) the
amount of the Compensating Interest (as defined in the National
City Servicing Agreement) actually remitted by National City for
such Remittance Date (as defined in the National City Servicing
Agreement);
(l)
with respect to the PHH Serviced Mortgage
Loans, the excess of (i) the Compensating Interest (as defined in
the PHH Servicing Agreement) required to be remitted by PHH for
such Remittance Date (as defined in the PHH Servicing Agreement)
over (ii) the amount of the Compensating Interest (as defined in
the PHH Servicing Agreement) actually remitted by PHH for such
Remittance Date (as defined in the PHH Servicing Agreement);
and
(m)
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);
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 – CSMC 2007-1.
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: CSMC 2007-1, 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: CSMC
2007-1.
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.
Countrywide : Countrywide Home Loan 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 January 1, 2007 among
DLJMC, Countrywide, the Master Servicer, the Trustee and the Trust
Administrator.
Credit Support Depletion
Date : The first
Distribution Date on which the aggregate Class Principal Balance of
the Group C-B Certificates has been or will be reduced to
zero.
Current Interest
: For any Class of Group 1
Certificates (other than the Class 1-X 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 January 1, 2007 among the Trustee, the
Trust Administrator and any of LaSalle Bank National Association,
Banco Popular or Wells Fargo Bank, N.A, as applicable, pursuant to
which the Custodians agree 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, Banco
Popular 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 : January 1, 2007.
Cut-off Date Pool Principal
Balance :
$1,235,197,996.39.
Cut-off Date Principal
Balance : As to any
Mortgage Loan, the Stated Principal Balance thereof as of the close
of business on the Cut-off Date.
Data Remittance Date
: With respect to any Distribution
Date and the Master Servicer, SPS, Banco Popular, GreenPoint 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.
Debt Service Reduction
: With respect to any Mortgage
Loan, a reduction by a court of competent jurisdiction in a
proceeding under the Bankruptcy Code in the Scheduled Payment for
such Mortgage Loan which became final and non-appealable, except
such a reduction resulting from a Deficient Valuation or any
reduction that results in a permanent forgiveness of
principal.
Debt Service Reduction Mortgage
Loan : Any Mortgage Loan
that became the subject of a Debt Service Reduction.
Deferred Amount
: For any Class of Group 1
Subordinate Certificates (other than the Class 1-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.
Deficient Valuation
: With respect to any Mortgage
Loan, a valuation by a court of competent jurisdiction of the
Mortgaged Property in an amount less than the then outstanding
indebtedness under the Mortgage Loan, or that results in a
permanent forgiveness of principal, which valuation in either case
results from a proceeding under the Bankruptcy Code.
Definitive Certificate
: As defined in Section
6.09.
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 Group 1 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 Group 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 ABN AMRO Serviced Mortgage Loans,
unless any such Mortgage Loan is no longer serviced by ABN AMRO
under the ABN AMRO Servicing Agreement;
(b)
the Chevy Chase Serviced Mortgage Loans,
unless any such Mortgage Loan is no longer serviced by Chevy Chase
under the Chevy Chase Servicing Agreement;
(c)
the Countrywide Serviced Mortgage Loans,
unless any such Mortgage Loan is no longer serviced by Countrywide
under the Countrywide Servicing Agreement;
(d)
the Fifth Third Serviced Mortgage Loans,
unless any such Mortgage Loan is no longer serviced by Fifth Third
under the Fifth Third Servicing Agreement;
(e)
the IndyMac Serviced Mortgage Loans,
unless any such Mortgage Loan is no longer serviced by IndyMac
under the IndyMac Servicing Agreement;
(f)
the National City Serviced Mortgage
Loans, unless any such Mortgage Loan is no longer serviced by
National City under the National City Servicing
Agreement;
(g)
the PHH Serviced Mortgage Loans, unless
any such Mortgage Loan is no longer serviced by PHH under the PHH
Servicing Agreement; and
(h)
the SunTrust Serviced Mortgage Loans,
unless any such Mortgage Loan is no longer serviced by SunTrust
under the SunTrust Servicing Agreement;
Designated Servicer
: Each of ABN AMRO, Chevy Chase,
Countrywide, Fifth Third, IndyMac, National City, PHH and SunTrust,
as applicable.
Designated Servicing
Agreements : Each of the
ABN AMRO Servicing Agreement, Chevy Chase Servicing Agreement, the
Countrywide Servicing Agreement, the Fifth Third Servicing
Agreement, the IndyMac Servicing Agreement, the National City
Servicing Agreement, the PHH Servicing Agreement and the SunTrust
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 February 2007.
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. Notwithstanding the above, Banco Popular shall be an
Eligible Institution, provided and for so long as its deposits are
insured by the FDIC and it is assigned a short-term debt rating of
not less than A2 from a Rating Agency, and a long-term rating of
not less than A- from S&P.
Eligible Investments
: Any one or more of the
obligations and securities listed below:
1.
direct obligations of, and obligations
fully guaranteed by, the United States of America, or any agency or
instrumentality of the United States of America the obligations of
which are backed by the full faith and credit of the United States
of America; or obligations fully guaranteed by, the United States
of America; the FHLMC, FNMA, the Federal Home Loan Banks or any
agency or instrumentality of the United States of America rated AA
(or the equivalent) or higher by the Rating Agencies;
2.
federal funds, demand and time deposits
in, certificates of deposits of, or bankers’ acceptances
issued by, any depository institution or trust company incorporated
or organized under the laws of the United States of America or any
state thereof and subject to supervision and examination by federal
and/or state banking authorities, so long as at the time of such
investment or contractual commitment providing for such investment
the commercial paper or other short-term debt obligations of such
depository institution or trust company (or, in the case of a
depository institution or trust company which is the principal
subsidiary of a holding company, the commercial paper or other
short-term debt obligations of such holding company) are rated in
one of two of the highest ratings by each of the Rating Agencies,
and the long-term debt obligations of such depository institution
or trust company (or, in the case of a depository institution or
trust company which is the principal subsidiary of a holding
company, the long-term debt obligations of such holding company)
are rated in one of two of the highest ratings, by each of the
Rating Agencies;
3.
repurchase obligations with a term not to
exceed 30 days with respect to any security described in clause (i)
above and entered into with a depository institution or trust
company (acting as a principal) 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 (i) above and must (A) be valued daily at
current market price plus accrued interest, (B) pursuant to such
valuation, be equal, at all times, to 105% of the cash transferred
by the Trustee or the Trust Administrator in exchange for such
collateral, and (C) be delivered to the Trustee or the Trust
Administrator or, if the Trustee or the Trust Administrator, as
applicable, is supplying the collateral, an agent for the Trustee
or the Trust Administrator, in such a manner as to accomplish
perfection of a security interest in the collateral by possession
of certificated securities;
4.
securities bearing interest or sold at a
discount issued by any corporation incorporated under the laws of
the United States of America or any state thereof which has a
long-term unsecured debt rating in the highest available rating
category of each of the Rating Agencies at the time of such
investment;
5.
commercial paper having an original
maturity of less than 365 days and issued by an institution having
a short-term unsecured debt rating in the highest available rating
category of each of the Rating Agencies at the time of such
investment;
6.
a guaranteed investment contract approved
by each of the Rating Agencies and issued by an insurance company
or other corporation having a long-term unsecured debt rating in
the highest available rating category of each of the Rating
Agencies at the time of such investment;
7.
money market funds (which may be 12b-1
funds as contemplated under the rules promulgated by the Securities
and Exchange Commission under the Investment Company Act of 1940)
having ratings in the highest available rating category of
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 Certificates.
provided, however
, that no such instrument shall be an
Eligible Investment if such instrument evidences either (i) a right
to receive only interest payments with respect to the obligations
underlying such instrument, or (ii) both principal and interest
payments derived from obligations underlying such instrument and
the principal and interest payments with respect to such instrument
provide a yield to maturity of greater than 120% of the yield to
maturity at par of such underlying obligations.
ERISA : The Employee Retirement Income Security Act
of 1974, as amended.
ERISA-Qualifying
Underwriting : A best
efforts or firm commitment underwriting or private placement that
meets the requirements (without regard to the ratings requirements)
of an Underwriter’s Exemption.
ERISA-Restricted
Certificate : As set
forth in the Preliminary Statement.
ERISA-Restricted Cap
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.
Excess Funds : For the Class 5-A-1 Certificates and any
Distribution Date, the excess, if any, of (x) the sum of the
related Yield Maintenance Agreement Payment for prior Distribution
Dates over (y) the sum of amounts actually paid from the Yield
Maintenance Account with respect to the related Yield Maintenance
Amounts and related Yield Maintenance Amount Shortfalls for such
prior Distribution Dates.
Excess Liquidation Proceeds
: With respect to any Distribution
Date and a Liquidated Mortgage Loan, an amount as of the date of
the liquidation equal to 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 minus the sum of (a) the
Stated Principal Balance of the Liquidated Mortgage Loan as of the
date of such liquidation and (b) 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.
Excess Loss : With respect to the Certificates, the amount
of any (i) Fraud Loss on a Mortgage Loan realized after the related
Fraud Loss Coverage Termination Date, (ii) Special Hazard Loss on a
Mortgage Loan realized after the related Special Hazard Coverage
Termination Date or (iii) Bankruptcy Loss on a Mortgage Loan
realized after the related Bankruptcy Coverage Termination
Date.
Exchange Act : The Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder.
Exchangeable Certificates : As specified in the Preliminary
Statement.
Exchangeable REMIC
Certificates : As
specified in the Preliminary Statement.
Expense Fee Rate
: As to each Mortgage Loan, the sum
of the related Servicing Fee Rate, the Trust Administrator Fee
Rate, if applicable, 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, if applicable,
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.
Fifth Third : Fifth Third Mortgage Company, and its
successors and assigns.
Fifth Third Serviced Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule.
Fifth Third Servicing
Agreement: That certain
Reconstituted Servicing Agreement dated as of January 1, 2007 among
DLJMC, Fifth Third, the Master Servicer, the Trustee and the Trust
Administrator.
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: Fitch Ratings 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 13.04.
Fraud Loan : A Liquidated Mortgage Loan as to which a
Fraud Loss has occurred.
Fraud Loss Coverage Amount
: As of the Closing Date,
$15,698,076, subject to reduction from time to time by the amount
of Fraud Losses allocated to the Group C-B Certificates.
In addition, (a) on each anniversary prior to the fifth
anniversary of the Cut-off Date, the Fraud Loss Coverage Amount
will be reduced to an amount equal to (i) on the first anniversary
of the Cut-off Date, the lesser of (A) 2.0% of the aggregate Stated
Principal Balance of the Group 2, Group 3, Group 4 and Group 5
Mortgage Loans and (B) the excess of such Fraud Loss Coverage
Amount as of the Cut-off Date over the cumulative amount of Fraud
Losses on the Group 2, Group 3, Group 4 and Group 5 Mortgage Loans
allocated to the Group C-B Certificates since the Cut-off
Date and (ii) on the second, third and fourth anniversaries of the
Cut-off Date, the lesser of (A) 1.0% of the aggregate Stated
Principal Balance of the Group 2, Group 3, Group 4 and Group 5
Mortgage Loans and (B) the excess of such Fraud Loss Coverage
Amount as of the preceding anniversary of the Cut-off Date over the
cumulative amount of Fraud Losses on the Group 2, Group 3, Group 4
and Group 5 Mortgage Loans allocated to the Group C-B
Certificates since such preceding anniversary and (b) on the
fifth anniversary of the Cut-off Date, to zero.
Fraud Loss Coverage Termination
Date : The point in time
at which the applicable Fraud Loss Coverage Amount is reduced to
zero.
Fraud Losses : Realized Losses on the Mortgage Loans as to
which a loss is sustained by reason of a default arising from
fraud, dishonesty or misrepresentation in connection with the
related Mortgage Loan, including a loss by reason of the denial of
coverage under any related Mortgage Guaranty Insurance Policy
because of such fraud, dishonesty or misrepresentation.
GreenPoint : GreenPoint Mortgage Funding, Inc., a New York
corporation, and its successors and assigns.
GreenPoint Mortgage Loans
: The Mortgage Loans identified as
such on the Mortgage Loan Schedule, for which GreenPoint is the
applicable Seller.
GreenPoint Serviced Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule, for which
GreenPoint is the applicable Servicer.
Group : When used with respect to the Mortgage Loans,
any of Group 1, Group 2, Group 3, Group 4, Group 5, or with respect
to the Certificates, the Class or Classes of Certificates that
relate to the corresponding Group.
Group 1 : With respect to the Mortgage Loans, the pool
of fixed rate Mortgage Loans identified in the related Mortgage
Loan Schedule as having been assigned to Group 1 or with respect to
the Certificates, as set forth in the Preliminary
Statement.
Group 1 Certificates
: As set forth in the Preliminary
Statement.
Group 1 Mezzanine
Certificates : As set
forth in the Preliminary Statement.
Group 1 Mortgage Loan
: Any Mortgage Loan in Loan Group
1.
Group 1 Senior
Certificates: As set
forth in the Preliminary Statement.
Group 1 Special Servicer
: Any special servicer appointed by
the Class 1-X Certificateholder pursuant to Section
3.25.
Group 1 Subordinate
Certificates : As set
forth in the Preliminary Statement.
Group 2 : With respect to the Mortgage Loans, the pool
of fixed rate Mortgage Components derived from the Pool 2 Mortgage
Loans identified in the related Mortgage Loan Schedule as having
been assigned to Pool 2 or with respect to the Certificates, as set
forth in the Preliminary Statement.
Group 2 Certificates:
As set forth in the Preliminary
Statement.
Group 2 Mortgage Loan
: Any Mortgage Component in Loan
Group 2.
Group 3 : With respect to the Mortgage Loans, the pool
of fixed rate Mortgage Components derived from the Pool 2 Mortgage
Loans identified in the related Mortgage Loan Schedule as having
been assigned to Pool 2 or with respect to the Certificates, as set
forth in the Preliminary Statement.
Group 3 Certificates
: As set forth in the Preliminary
Statement.
Group 3 Mortgage Loan
: Any Mortgage Component in Loan
Group 3.
Group 4 : With respect to the Mortgage Loans, the pool
of fixed rate Mortgage Components derived from the Pool 2 Mortgage
Loans identified in the related Mortgage Loan Schedule as having
been assigned to Pool 2 or with respect to the Certificates, as set
forth in the Preliminary Statement.
Group 4 Certificates
: As set forth in the Preliminary
Statement.
Group 4 Mortgage Loan
: Any Mortgage Component in Loan
Group 4.
Group 5 : With respect to the Mortgage Loans, the pool
of fixed rate Mortgage Loans identified in the related Mortgage
Loan Schedule as having been assigned to Pool 3 or with respect to
the Certificates, as set forth in the Preliminary
Statement.
Group 5 Certificates
: As set forth in the Preliminary
Statement.
Group 5 Liquidation Amount
: For any Distribution Date, the
aggregate, for each Group 5 Mortgage Loan that became a Liquidated
Mortgage Loan during the calendar month preceding the month of that
Distribution Date, of the lesser of (i) the Group 5 Priority
Percentage of the Stated Principal Balance of that Mortgage Loan
and (ii) the Group 5 Priority Percentage of the Liquidation
Principal for that Mortgage Loan.
Group 5 Mortgage Loan
: Any Mortgage Loan in Loan Group
5.
Group 5 Percentage
: For any Distribution Date will
equal the lesser of (a) 100% and (b) the aggregate Class
Principal Balance of the Class 5-A-4, Class 5-A-6, Class 5-A-7 and
Class 5-A-16 Certificates divided by the aggregate Stated Principal
Balance of the Group 5 Mortgage Loans, in each case immediately
prior to any allocations of losses or distributions on that
Distribution Date.
Group 5 Priority Amount
: For any Distribution Date, the
sum of (i) the Group 5 Priority Percentage of the Principal Payment
Amount for Loan Group 5, (ii) the Group 5 Priority Percentage of
the Principal Prepayment Amount for Loan Group 5 and (iii) the
Group 5 Liquidation Amount.
Group 5 Priority Percentage
: For any Distribution Date, the
product of (a) the Group 5 Percentage and (b) the
Stepdown Percentage.
Group C-B Component Balance
: With respect to Loan Group 2,
Loan Group 3, Loan Group 4 and Loan Group 5, the excess, if any, of
the then outstanding aggregate Stated Principal Balance of the
Mortgage Loans in that Loan Group over the then outstanding
aggregate Class Principal Balance of the related Senior
Certificates.
Group C-B Mortgage Loans:
The Mortgage Loans in Loan Group 2,
Loan Group 3, Loan Group 4 and Loan Group 5.
Group C-B Percentage
: With respect to any Distribution
Date and the Group C-B Certificates, the aggregate Class
Principal Balance of the Group C-B Certificates immediately prior
to the Distribution Date divided by the outstanding aggregate
Stated Principal Balance of the Group 2, Group 3, Group 4 and Group
5 Mortgage Loans as of the Due Date for that Distribution
Date.
Group C-B Principal Distribution
Amount : With respect to
any Distribution Date and the Group C-B Certificates, will equal
the excess of (A) the sum of (i) the related Subordinate Percentage
of the Principal Payment Amount for Loan Group 2, (ii) the related
Subordinate Percentage of the Principal Payment Amount for Loan
Group 3, (iii) the related Subordinate Percentage of the Principal
Payment Amount for Loan Group 4, (iv) the related Subordinate
Percentage of the Principal Payment Amount for Loan Group 5, (v)
the related Subordinate Prepayment Percentage of the Principal
Prepayment Amount for Loan Group 2, (vi) the related Subordinate
Prepayment Percentage of the Principal Prepayment Amount for Loan
Group 3, (vii) the related Subordinate Prepayment Percentage of the
Principal Prepayment Amount for Loan Group 4, (vii) the related
Subordinate Prepayment Percentage of the Principal Prepayment
Amount for Loan Group 5, (viii) the Subordinate Liquidation Amount
for Loan Group 2, (viii) the Subordinate Liquidation Amount for
Loan Group 3, (ix) the Subordinate Liquidation Amount for Loan
Group 4, (x) the Subordinate Liquidation Amount for Loan Group 5
over (B) the sum of the sum of (x) if the aggregate Class Principal
Balance of the Group 2, Group 3, Group 4 or Group 5 Certificates
has been reduced to zero, principal paid from the Available
Distribution Amount of the Loan Group or Groups related to the
Certificates paid in full to the other Group or Groups, as
described in Section 4.06(a), (y) the amounts paid from the
Available Distribution Amount for the Overcollateralized Group or
Groups to the Senior Certificates of the Undercollateralized Group
or Groups, as described in Section 4.06(b) and (z) the sum of (a)
the related Subordinate Prepayment Percentage of the Capitalization
Reimbursement Amount for Loan Group 2, (b) the related Subordinate
Prepayment Percentage of the Capitalization Reimbursement Amount
for Loan Group 3 (c) the related Subordinate Prepayment Percentage
of the Capitalization Reimbursement Amount for Loan Group 4 and (c)
the related Subordinate Prepayment Percentage of the Capitalization
Reimbursement Amount for Loan Group 5.
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.
IndyMac : IndyMac Bank, F.S.B., and its successors and
assigns.
IndyMac Serviced Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule.
IndyMac Servicing
Agreement: That certain
Reconstituted Servicing Agreement dated as of January 1, 2007 among
DLJMC, IndyMac, the Master Servicer, the Trustee and the Trust
Administrator.
Indirect Participants
: Entities, such as banks, brokers,
dealers and trust companies, that clear through or maintain a
custodial relationship with a Participant, either directly or
indirectly.
Initial Bankruptcy Loss Coverage
Amount : With respect to
the Group C-B Certificates, $150,000.
Initial Class Principal
Balance : As set forth
in the Preliminary Statement.
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.
Interest Determination Date
: With respect to the LIBOR Certificates
and for each Accrual Period, the second LIBOR Business Day
preceding the commencement of such Accrual Period.
Interest Distribution
Amount : With respect to
any Distribution Date and interest-bearing Class of Certificates
(other than the Group 1 Certificates), the sum of (i) one
month’s interest accrued during the related Accrual Period at
the applicable Pass-Through Rate for such Class on the related
Class Principal Balance or Class Notional Amount, as applicable,
subject to reduction pursuant to Section 4.01(B), and (ii) any
Class Unpaid Interest Amounts for such Class and Distribution
Date.
Interest Rate : With respect to each Subsidiary REMIC Regular
Interest and each Middle REMIC Regular Interest, the applicable
rate set forth or calculated in the manner described in the
Preliminary Statement.
Interest Rate Cap Accounts
: The Class 1-A-1C Interest Rate
Cap Account, the Class 1-A-2B Interest Rate Cap Account, the Class
1-M-4 Interest Rate Cap Account, the Class 1-M-5 Interest Rate Cap
Account and the Class 1-B-1 Interest Rate Cap Account. Ownership of
the Interest Rate Cap Accounts is evidenced by the Class 1-X
Certificates.
Interest Rate Cap
Agreements : Class
1-A-1C Interest Rate Cap Agreement, the Class 1-A-2B Interest Rate
Cap Agreement, the Class 1-M-4 Interest Rate Cap Agreement, the
Class 1-M-5 Interest Rate Cap Agreement and the Class 1-B-1
Interest Rate Cap Agreement.
Interest Rate Cap Agreement
Counterparty : Credit
Suisse International.
Interest Rate Cap Agreement
Termination Date : With
respect to the Class 1-A-1C Interest Rate Cap Agreement, the
Distribution Date in November 2009, after any required payment is
made. With respect to the Class 1-A-2B Interest Rate Cap
Agreement, the Distribution Date in April 2010, after any required
payment is made. With respect to the Class 1-M-4 Interest
Rate Cap Agreement, the Distribution Date in January 2010, after
any required payment is made. With respect to the Class 1-M-5
Interest Rate Cap Agreement, the Distribution Date in January 2010,
after any required payment is made. With respect to the Class
1-B-1 Interest Rate Cap Agreement, the Distribution Date in January
2010, after any required payment is made.
Interest Remittance Amount
: For any Distribution Date and
Loan Group 1, 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 Group 1 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 Group 1 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 Group 1
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 Group 1 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 Group 1 Mortgage Loans with respect to such Distribution
Date and any compensating interest payment received from any
Designated Servicer with respect to that Distribution Date, (3) the
portion of any Substitution Adjustment Amount and Repurchase Price
paid with respect to the Group 1 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 11.01
in an amount not exceeding the interest portion of the Par Value
and (4) all Net Liquidation Proceeds, and any Insurance Proceeds
(to the extent attributable to Mortgage Guaranty Insurance Policy
proceeds where related REO Property has been sold during the month
in which such Distribution Date occurs) 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 Group 1 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 Group 1
Mortgage Loans resulting from (a) Prepayment Interest Shortfalls to
the extent not covered by a Compensating Interest Payment or any
compensating interest payment received from any Designated Servicer
and (b) interest payments on certain of the Group 1 Mortgage Loans
being limited pursuant to the provisions of the Relief
Act.
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 Payment Amount
: For any Distribution Date, the
lesser of (a) the aggregate amount of Liquidation Shortfalls and
(b) the amount on deposit in the Liquidation Reserve
Fund.
Liquidation Principal
: As to any Distribution Date and
Loan Group, the principal portion of Net Liquidation Proceeds
received with respect to each Mortgage Loan in that Loan Group
which became a Liquidated Mortgage Loan, but not in excess of the
principal balance of that Mortgage Loan, during the preceding
calendar month.
Liquidation Proceeds
: Amounts, including Insurance
Proceeds, received in connection with the partial or complete
liquidation of defaulted Mortgage Loans, whether through
trustee’s sale, foreclosure sale or otherwise or amounts
received in connection with any condemnation or partial release of
a Mortgaged Property related to a Mortgage Loan and any other
proceeds received in connection with an REO Property, other than
Recoveries.
Liquidation Reserve Fund
: As defined in Section
4.08.
Liquidation Shortfall
: With respect to any Distribution
Date and Liquidated Mortgage Loan serviced by Banco Popular, an
amount as of the date of the liquidation equal to (i) the sum of
(a) the Stated Principal Balance of the Liquidated Mortgage Loan as
of the date of such liquidation and (b) 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, minus (ii) 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.
Loan Group : Any of Loan Group 1, Loan Group 2, Loan Group
3, Loan Group 4 and Loan Group 5, as applicable.
Loan Group 1 : As of the Cut-Off Date, consists of all of
the Pool 1 Mortgage Loans.
Loan Group 2 : As of the Cut-Off Date, consists of a portion
of each Pool 2 Mortgage Loan with a Net Mortgage Rate greater than
or equal to 5.50% per annum and less than 6.00% per annum, equal
to:
|
|
|
|
|
|
The
Stated Principal Balance of such Mortgage Loan
|
x
|
1 −
|
(Net Mortgage Rate −
5.50%)
|
|
0.50%
|
Loan Group 3 : As of the Cut-Off Date, consists of (a) a
portion of each Pool 2 Mortgage Loan with a Net Mortgage Rate
greater than 5.50% per annum and less than 6.00% per annum, equal
to:
|
|
|
|
|
|
The
Stated Principal Balance of such Mortgage Loan
|
x
|
|
(Net Mortgage Rate −
5.50%)
|
|
0.50%
|
and (b) a portion of each Pool 2 Mortgage
Loan with a Net Mortgage Rate greater than or equal to 6.00% per
annum and less than 6.50% per annum, equal to:
|
|
|
|
|
|
The
Stated Principal Balance of such Mortgage Loan
|
x
|
1−
|
(Net Mortgage Rate
−6.00%)
|
|
0.50%
|
Loan Group 4 : As of the Cut-Off Date, consists of (a) a
portion of each Pool 2 Mortgage Loan with a Net Mortgage Rate
greater than 6.00% per annum and less than 6.50% per annum, equal
to:
|
|
|
|
|
|
The
Stated Principal Balance of such Mortgage Loan
|
x
|
|
(Net Mortgage Rate −
6.00%)
|
|
0.50%
|
and (b) 100% of the principal
balance of each Pool 2 Mortgage Loan with a Net Mortgage Rate
greater than or equal to 6.50% per annum.
Loan Group 5: As of the Cut-Off Date, consists of all of the
Pool 3 Mortgage Loans.
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
: With respect to any Optional
Termination, the Servicer servicing the largest percentage of
Mortgage Loans in the Loan Group(s) to be purchased in such
Optional Termination (by Stated Principal Balance of outstanding
Mortgage Loans on the Optional Termination Date) which has notified
the Trust Administrator of its intention to be the Terminating
Entity of such Loan Group(s) pursuant to Section
11.02(a).
Master REMIC : As described in the Preliminary
Statement.
Master Servicer
: Wells Fargo.
Master Servicer Employees
: As defined in Section
3.18.
Maximum Cap Rate
: With respect to the Class 5-A-1
Certificates, 8.900%, per annum.
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.
Middle REMIC 1 : As described in the Preliminary
Statement.
Middle REMIC 2 : As described in the Preliminary
Statement.
Middle REMIC Regular
Interest : Any one of
the “regular interests” in Middle REMIC 1 or Middle
REMIC 2, as applicable, as described in the Preliminary
Statement.
Modification Oversight
Agent : SPS and any
successor, as modification oversight agent hereunder.
MOM Loan : Any Mortgage Loan as to which MERS is acting
as mortgagee, solely as nominee for the originator of such Mortgage
Loan and its successors and assigns.
Monthly Excess 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 (vii) of Section
4.02(I)(a) and the Principal Payment Amount remaining after the
application of payments pursuant to clauses (i) through (vii) of
Section 4.02(I)(b) or 4.02(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 Component
: That portion of a Mortgage Loan
in Pool 2 that comprise the Loan Groups related to such Pool.
With respect to Loan Groups, a Mortgage Component is also
considered a Mortgage Loan.
Mortgage File : For each Mortgage Loan, the Trustee Mortgage
File and the Servicer Mortgage File.
Mortgage Guaranty Insurance
Policy : Each policy of
primary mortgage guaranty insurance or any replacement policy
therefor with respect to any Mortgage Loan.
Mortgage Loans : Such of the mortgage loans and cooperative
loans 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. As the context
requires, reference herein to Mortgage Loans sometimes refer to one
or more Mortgage Components related to that Mortgage
Loan.
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 in Pool 2 and Pool 3 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 applicable Mortgage Loans pursuant to an
Optional Termination.
Mortgage Loan Schedule
: The list of Mortgage Loans (as
from time to time amended by the related Seller to reflect the
addition of Qualified Substitute Mortgage Loans and the purchase of
Mortgage Loans pursuant to Section 2.02 or 2.03) transferred to the
Trustee as part of the Trust Fund and from time to time subject to
this Agreement, attached hereto as Schedule I, setting forth the
following information with respect to each Mortgage Loan and
applicable Servicer by Loan Group:
1.
the Mortgage Loan identifying
number;
2.
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 a Prepayment
Premium is required to be paid in connection with a prepayment of
the Mortgage Loan and the term and the amount of the 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;
