CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
Depositor,
DLJ MORTGAGE CAPITAL, INC.,
Seller,
WELLS FARGO BANK, N.A.,
Master Servicer, Servicer and Trust Administrator,
SELECT PORTFOLIO SERVICING, INC.,
Servicer, Special Servicer and Modification Oversight Agent,
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.
Servicer,
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
SERIES SUPPLEMENT
DATED AS OF FEBRUARY 1, 2007
TO
STANDARD TERMS OF POOLING AND SERVICING AGREEMENT
DATED AS OF FEBRUARY 1, 2007
relating to
ADJUSTABLE RATE MORTGAGE TRUST 2007-1
ADJUSTABLE RATE MORTGAGE-BACKED PASS-THROUGH CERTIFICATES,
SERIES 2007-1
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS.............................................................................................9
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES..........................................40
SECTION 2.01.
Conveyance of Trust
Fund..............................................................40
SECTION 2.02.
Acceptance by the
Trustee.............................................................40
SECTION 2.03.
Representations and Warranties of the Seller, Master Servicer and
Servicers...........41
SECTION 2.04.
Representations and Warranties of the Depositor as to the Mortgage
Loans..............41
SECTION 2.05.
Delivery of Opinion of Counsel in Connection with
Substitutions.......................41
SECTION 2.06.
Issuance of
Certificates..............................................................41
SECTION 2.07.
REMIC
Provisions......................................................................41
SECTION 2.08.
Covenants of the Master Servicer and each
Servicer....................................46
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS.......................................................46
ARTICLE IV PAYMENTS AND STATEMENTS TO
CERTIFICATEHOLDERS.........................................................46
SECTION 4.01.
Priorities of
Distribution............................................................47
SECTION 4.02.
Allocation of
Losses..................................................................57
SECTION 4.03.
Recoveries............................................................................59
SECTION 4.04.
Monthly Statements to
Certificateholders..............................................59
SECTION 4.05.
Servicer to
Cooperate.................................................................59
SECTION 4.06.
Cross-Collateralization; Adjustments to Available
Funds...............................60
SECTION 4.07.
Group 5 Interest Rate Cap
Account.....................................................60
SECTION 4.08.
Supplemental Interest
Trust(s)........................................................62
SECTION 4.09.
Rights of Swap
Counterparty...........................................................62
SECTION 4.10.
Replacement Swap
Counterparty.........................................................63
ARTICLE V ADVANCES BY THE MASTER SERVICER AND
SERVICERS..........................................................63
ARTICLE VI THE
CERTIFICATES......................................................................................63
ARTICLE VII THE DEPOSITOR, THE SELLER, THE MASTER SERVICER, THE
SERVICERS, THE SPECIAL SERVICER AND THE
MODIFICATION OVERSIGHT
AGENT..................................................................63
ARTICLE VIII
DEFAULT.............................................................................................63
ARTICLE IX CONCERNING THE
TRUSTEE................................................................................63
ARTICLE X CONCERNING THE TRUST
ADMINISTRATOR.....................................................................63
ARTICLE XI
TERMINATION...........................................................................................63
SECTION 11.01.
Termination upon Liquidation or Purchase of all Mortgage
Loans........................63
SECTION 11.02.
Determination of the Terminating
Entity...............................................66
SECTION 11.03.
Procedure Upon Optional Termination or Terminating Auction
Sale.......................66
SECTION 11.04.
Additional Termination
Requirements...................................................68
ARTICLE XII MISCELLANEOUS
PROVISIONS.............................................................................69
ARTICLE XIII EXCHANGE ACT
REPORTING..............................................................................69
-i-
EXHIBITS
Exhibit A:
Standard Terms of Pooling and Servicing
Agreement....................................A-1
SCHEDULES
Schedule I:
Mortgage Loan
Schedule...............................................................I-1
APPENDICES
Appendix A:
Calculation of REMIC I Class Y Principal Reduction Amounts
.................Appendix A-1
-ii-
THIS SERIES SUPPLEMENT dated as of February 1,
2007 (the "Series Supplement"),
to the STANDARD TERMS OF POOLING AND
SERVICING
AGREEMENT
dated as of
February 1,
2007 and attached
hereto as Exhibit A (the
"Standard
Terms" and,
together with this
Series Supplement,
the "Pooling and Servicing
Agreement" or "Agreement"),
is hereby executed by and among CREDIT SUISSE FIRST BOSTON
MORTGAGE
SECURITIES CORP., as depositor (the "Depositor"),
DLJ MORTGAGE CAPITAL,
INC.
("DLJMC"),
as seller (in such capacity,
the
"Seller"),
WELLS FARGO BANK, N.A., as master servicer (in such capacity,
the "Master Servicer"),
as a servicer (in such capacity,
a
"Servicer"),
and as trust administrator (in such capacity, the "Trust
Administrator"),
SELECT PORTFOLIO SERVICING, INC. ("SPS"), as a
servicer (in such capacity,
a
"Servicer"),
as special
servicer (in such
capacity,
the "Special
Servicer"),
and as
modification
oversight agent (the "Modification
Oversight Agent"),
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.
("WMMSC"),
as a servicer (in such
capacity, a "Servicer"),
and U.S. BANK NATIONAL ASSOCIATION,
as trustee (in such capacity, the "Trustee").
Capitalized terms used in
this
Agreement and not otherwise
defined will have the meanings
assigned to them in Article I below or, if not defined
therein,
in
the Standard Terms.
PRELIMINARY STATEMENT
The
Depositor
is the owner of the Trust Fund (other than the Trust's
rights
under the
Group 5 Interest
Rate Cap
Agreement)
that is hereby
conveyed to the Trustee in return for the
Certificates.
The Trust Fund
(exclusive of any
entitlement to
Assigned
Prepayment
Premiums,
the Group 5
Interest Rate Cap Agreement and the assets held in the Group 5
Interest Rate Cap Account)
for federal income tax purposes shall consist of three REMICs
(referred to as "REMIC I," "REMIC II" and "REMIC III").
The terms and provisions of the Standard
Terms are hereby
incorporated
by reference
herein as though set forth in
full herein.
If any term or provision
contained
herein shall conflict with or be
inconsistent
with any provision
contained in the
Standard Terms, the terms and provisions of this Series
Supplement shall govern.
All capitalized
terms not otherwise
defined herein
shall have the meanings set forth in the Standard
Terms.
The Pooling and
Servicing
Agreement
shall be dated as of the date of this
Series Supplement.
-1-
REMIC I
As provided herein,
the Trust
Administrator
will make an election to treat the segregated pool of assets
consisting of the
Group 1,
Group 2,
Group 3 and Group 4
Mortgage
Loans and certain other related
assets
(exclusive of any
entitlement
to Assigned
Prepayment
Premiums)
subject to this
Agreement
as a real estate
mortgage
investment
conduit (a "REMIC")
for federal
income tax
purposes,
and such
segregated
pool of assets will be
designated as
"REMIC I."
Component I
of the
Class AR-L
Certificates
will
represent the sole Class of "residual
interests"
in REMIC I for purposes of the REMIC
Provisions
(as defined
herein) under federal
income
tax
law.
The
following
table
irrevocably
sets
forth
the
designation,
remittance
rate
(the
"Uncertificated
REMIC I
Pass-Through Rate") and initial
Uncertificated
Principal Balance for each of the "regular interests" in REMIC I
(the "REMIC I Regular
Interests")
and the Class
Principal
Balance of Component I
of the
Class AR-L
Certificates.
The "latest
possible
maturity date"
(determined
solely for purposes of satisfying
Treasury
regulation
Section 1.860G-1(a)(4)(iii))
for each REMIC I
Regular
Interest
shall be the Maturity Date.
None of the REMIC I Regular Interests will be certificated.
Class Designation for
each REMIC I Regular
Initial Uncertificated
Interest and
Uncertificated
Principal Balance or
Component I of the
Type of
REMIC I
Class Principal
Class AR-L Certificates
Interest
Pass-Through Rate
Balance
Final Maturity Date*
___________________________________________________________________________________________________________________
Class Y-1
Regular
Variable(1)
$
34,783.56
March 2037
Class Y-2
Regular
Variable(2)
$
94,769.71
March 2037
Class Y-3
Regular
Variable(3)
$
108,302.62
March 2037
Class Y-4
Regular
Variable(4)
$
66,542.02
March 2037
Class Z-1
Regular
Variable(1)
$
69,536,328.77
March 2037
Class Z-2
Regular
Variable(2)
$ 189,455,524.11
March 2037
Class Z-3
Regular
Variable(3)
$ 216,496,935.54
March 2037
Class Z-4
Regular
Variable(4)
$ 133,025,126.86
March 2037
Component I of the
Class AR-L
Residual
Variable(1)
$50.00
March 2037
________________________
*
The
Distribution
Date in the specified
month,
which is the month
following the month the latest maturing
Mortgage Loan in the related Loan Group matures.
For federal income tax purposes,
for each Class of REMIC I
Regular and Residual Interests, the "latest possible maturity date"
shall be the Final Maturity Date.
(1)
Interest
distributed
to the
REMIC I
Regular
Interests
Y-1
and Z-1 and
Component I
of the
Class AR-L
Certificates on each
Distribution
Date will have accrued at the weighted
average of the Net Mortgage Rates
for the
Group 1
Loans
on the
applicable
Uncertificated
Principal
Balance
or Class
Principal
Balance
outstanding immediately before such Distribution Date.
(2)
Interest
distributed
to the
REMIC I
Regular
Interests
Y-2 and Z-2 on each
Distribution
Date will have
accrued
at the
weighted
average
of the
Net
Mortgage
Rates
for the
Group 2
Loans
on the
applicable
Uncertificated Principal Balance outstanding immediately before
such Distribution Date.
(3)
Interest
distributed
to the
REMIC I
Regular
Interests
Y-3 and Z-3 on each
Distribution
Date will have
accrued
at the
weighted
average
of the
Net
Mortgage
Rates
for the
Group 3
Loans
on the
applicable
Uncertificated Principal Balance outstanding immediately before
such Distribution Date.
(4)
Interest
distributed
to the
REMIC I
Regular
Interests
Y-4 and Z-4 on each
Distribution
Date will have
accrued
at the
weighted
average
of the
Net
Mortgage
Rates
for the
Group 4
Loans
on the
applicable
Uncertificated Principal Balance outstanding immediately before
such Distribution Date.
-2-
REMIC II
As provided herein,
the Trust
Administrator
will make an election to treat the segregated pool of assets
consisting of the
Group 5
Mortgage Loans and certain other related assets
(exclusive of any entitlement to Assigned
Prepayment
Premiums,
the Group 5
Interest Rate Cap Agreement and the assets held in the Group 5
Interest Rate Cap Account)
subject to this
Agreement as a real estate
mortgage
investment
conduit (a "REMIC") for federal
income tax purposes,
and such
segregated
pool of assets will be designated as
"REMIC II."
Component II
of the
Class AR-L
Certificates
will
represent
the sole Class of
"residual
interests"
in REMIC II for
purposes of the REMIC
Provisions (as defined
herein) under federal
income tax law. The following
table
irrevocably
sets forth the
designation,
remittance rate (the "Uncertificated
REMIC II Pass-Through Rate") and initial Uncertificated
Principal Balance for each
of the "regular
interests" in REMIC II (the "REMIC II Regular
Interests").
The "latest possible
maturity date"
(determined
solely
for purposes of satisfying
Treasury regulation
Section 1.860G-1(a)(4)(iii))
for each REMIC II Regular Interest shall be the Maturity
Date.
None of the REMIC II Regular Interests will be certificated.
Class Designation for
each REMIC II Regular
Initial Uncertificated
Interest and
Uncertificated
Principal Balance or
Component II of the
Type of
REMIC II
Class Principal
Class AR-L Certificates
Interest
Pass-Through Rate
Balance
Final Maturity Date*
______________________________________________________________________________________________________________
Class LT-1
Regular
Variable(1)
$ 816,321,143.97
March 2037
Class LT-2
Regular
Variable(1)
$
26,750.99
March 2037
Class LT-3
Regular
0.00%
$
54,894.78
March 2037
Class LT-4
Regular
Variable(2)
$
54,894.78
March 2037
Component II of the
Class AR-L
Residual
N/A
$
0.00
March 2037
_________________________
*
The
Distribution
Date in the specified
month,
which is the month following the month the latest maturing
Mortgage
Loan in the
related
Loan
Group matures.
For
federal
income tax
purposes,
for each Class of
REMIC II Regular and Residual
Interests,
the "latest
possible
maturity date" shall be the Final Maturity
Date.
(1)
Interest
distributed to the REMIC II Regular
Interests LT-1 and LT-2 on each
Distribution
Date will have
accrued
at the
weighted
average
of the Net
Mortgage
Rates
for the
Group 5
Loans
on the
applicable
Uncertificated Principal Balance outstanding immediately before
such Distribution Date
(2)
Interest
distributed to the REMIC II Regular Interest LT-4 on each
Distribution
Date will have accrued at
twice the weighted average of the Net Mortgage Rates for the Group
5 Loans on the applicable
Uncertificated
Principal Balance outstanding immediately before such Distribution
Date.
-3-
REMIC III
As provided
herein,
the Trust
Administrator
will elect to treat the segregated
pool of assets
consisting of the
REMIC I
Regular
Interests and REMIC II
Regular
Interests as a REMIC for federal income tax purposes,
and such
segregated
pool of
assets will be designated as REMIC III.
The Class AR
Certificates will represent the sole Class of "residual
interests" in REMIC III
for purposes of the REMIC
Provisions
under federal
income tax law. The following
table and the
footnotes
that follow
irrevocably
sets forth the designation,
Pass-Through Rate,
aggregate Initial Class Principal
Balance,
and certain other features for each Class
of Certificates
comprising the interests
representing
"regular
interests" in REMIC III and the Class AR
Certificates.
The "latest
possible maturity date" (determined solely for purposes of
satisfying Treasury Regulation
Section 1.860G-1(a)(4)(iii))
for each Class
of REMIC III Regular Certificates shall be the Maturity Date.
Integral
Class
Multiples
Principal
Pass-Through
Minimum
in Excess
Class
Balance
Rate (per annum)
Denomination
of Minimum
__________________________________________________________________________________________________________________
Class 1-A-1
$
61,278,000.00
Variable(1)
$25,000
$1
Class 1-A-2
$
4,015,000.00
Variable(1)
$25,000
$1
Class 2-A-1
$
177,895,000.00
Variable(2)
$25,000
$1
Class 3-A-1
$
90,783,000.00
Variable(3)
$25,000
$1
Class 3-A-2-1
$
40,000,000.00
Variable(3)
$25,000
$1
Class 3-A-2-2
$
60,000,000.00
Variable(3)
$25,000
$1
Class 3-A-3
$
12,502,000.00
Variable(3)
$25,000
$1
Class 4-A-1
$
117,225,000.00
Variable(4)
$25,000
$1
Class 4-A-2
$
7,682,000.00
Variable(4)
$25,000
$1
Class 5-A-1
$
269,630,000.00
Variable(5)
$25,000
$1
Class 5-A-2-2
$
125,000,000.00
Variable(6)
$25,000
$1
Class 5-A-2-2
$
11,156,000.00
Variable(7)
$25,000
$1
Class 5-A-3-1
$
215,682,000.00
Variable(8)
$25,000
$1
Class 5-A-3-2
$
52,352,000.00
Variable(9)
$25,000
$1
Class 5-A-4
$
74,870,000.00
Variable(10)
$25,000
$1
Class 5-M-1
$
11,022,000.00
Variable(11)
$25,000
$1
Class 5-M-2
$
11,022,000.00
Variable(12)
$25,000
$1
Class 5-M-3
$
6,125,000.00
Variable(13)
$25,000
$1
Class 5-M-4
$
5,307,000.00
Variable(14)
$25,000
$1
Class 5-M-5
$
5,307,000.00
Variable(15)
$25,000
$1
Class 5-M-6
$
4,899,000.00
Variable(16)
$25,000
$1
Class 5-M-7
$
4,082,000.00
Variable(17)
$25,000
$1
Class 5-M-8
$
4,082,000.00
Variable(18)
$25,000
$1
Class 5-M-9
$
4,082,000.00
Variable(19)
$25,000
$1
Class 5-M-10
$
4,082,000.00
Variable(20)
$25,000
$1
Class C-B-1
$
13,390,000.00
Variable(21)
$25,000
$1
Class C-B-2
$
8,830,000.00
Variable(21)
$25,000
$1
Class C-B-3
$
4,565,000.00
Variable(21)
$25,000
$1
Class C-B-4
$
4,565,000.00
Variable(21)
$25,000
$1
Class C-B-5
$
3,655,000.00
Variable(21)
$25,000
$1
Class C-B-6
$
2,433,263.19
Variable(21)
$25,000
$1*
Class 5-X
$
7,757,684.52(22)
Variable(23)
(24)
N/A
Class P
(25)
N/A
(26)
N/A
Class AR
$
50.00
N/A
(27)
N/A
_______________
*
Except for one certificate of the Class C-B-6 Certificates which
shall contain any stub piece of less than $1.
(1)
With respect to each
Distribution
Date, the Pass-Through
Rate for the Class 1-A-1 and Class 1-A-2
Certificates
shall be a per
annum rate equal to the Net WAC Rate for Loan Group 1 for that
Distribution Date.
(2)
With respect to each Distribution Date, the Pass-Through Rate for
the Class 2-A-1
Certificates shall be a per annum rate equal to
the Net WAC Rate for Loan Group 2 for that Distribution Date.
(3)
With respect to each Distribution
Date, the Pass-Through Rate for the Class 3-A-1,
Class 3-A-2-1,
Class 3-A-2-2 and Class 3-A-3
Certificates shall be a per annum rate equal to the Net WAC Rate
for Loan Group 3 for that Distribution Date.
(4)
With respect to each
Distribution
Date, the Pass-Through
Rate for the Class 4-A-1 and Class 4-A-2
Certificates
shall be a per
annum rate equal to the Net WAC Rate for Loan Group 4 for that
Distribution Date.
-4-
(5)
The
Pass-Through
Rate for the March 2007
Distribution
Date for the Class 5-A-1
Certificates
is 5.470% per annum.
After such
Distribution Date, the Pass-Through Rate for the Class 5-A-1
Certificates shall be a per annum rate equal to the least of (a)
the
sum of the applicable
Certificate Index and the applicable
Certificate
Margin for such Distribution Date, (b) the Net Funds Cap
and (c) 11.00%.
(6)
The Pass-Through
Rate for the March 2007
Distribution Date for the
Class 5-A-2-1
Certificates is 5.440% per annum.
After such
Distribution
Date,
the
Pass-Through
Rate for the
Class 5-A-2-1
Certificates
shall be a per annum rate equal to the least of
(a) the sum of the applicable
Certificate Index and the applicable
Certificate
Margin for such Distribution
Date,
(b) the Net
Funds Cap and (c) 11.00%.
(7)
The Pass-Through
Rate for the March 2007
Distribution Date for the
Class 5-A-2-2
Certificates is 5.550% per annum.
After such
Distribution
Date,
the
Pass-Through
Rate for the
Class 5-A-2-2
Certificates
shall be a per annum rate equal to the least of
(a) the sum of the applicable
Certificate Index and the applicable
Certificate
Margin for such Distribution
Date,
(b) the Net
Funds Cap and (c) 11.00%.
(8)
The Pass-Through
Rate for the March 2007
Distribution Date for the
Class 5-A-3-1
Certificates is 5.460% per annum.
After such
Distribution
Date,
the
Pass-Through
Rate for the
Class 5-A-3-1
Certificates
shall be a per annum rate equal to the least of
(a) the sum of the applicable
Certificate Index and the applicable
Certificate
Margin for such Distribution
Date,
(b) the Net
Funds Cap and (c) 11.00%.
(9)
The Pass-Through
Rate for the March 2007
Distribution Date for the
Class 5-A-3-2
Certificates is 5.480% per annum.
After such
Distribution
Date,
the
Pass-Through
Rate for the
Class 5-A-3-2
Certificates
shall be a per annum rate equal to the least of
(a) the sum of the applicable
Certificate Index and the applicable
Certificate
Margin for such Distribution
Date,
(b) the Net
Funds Cap and (c) 11.00%.
(10) The
Pass-Through
Rate for the March 2007
Distribution
Date for the Class 5-A-4
Certificates
is 5.520% per annum.
After such
Distribution Date, the Pass-Through Rate for the Class 5-A-4
Certificates shall be a per annum rate equal to the least of (a)
the
sum of the applicable
Certificate Index and the applicable
Certificate
Margin for such Distribution Date, (b) the Net Funds Cap
and (c) 11.00%.
(11) The
Pass-Through
Rate for the March 2007
Distribution
Date for the Class 5-M-1
Certificates
is 5.590% per annum.
After such
Distribution Date, the Pass-Through Rate for the Class 5-M-1
Certificates shall be a per annum rate equal to the least of (a)
the
sum of the applicable
Certificate Index and the applicable
Certificate
Margin for such Distribution Date, (b) the Net Funds Cap
and (c) 11.00%.
(12) The
Pass-Through
Rate for the March 2007
Distribution
Date for the Class 5-M-2
Certificates
is 5.620% per annum.
After such
Distribution Date, the Pass-Through Rate for the Class 5-M-2
Certificates shall be a per annum rate equal to the least of (a)
the
sum of the applicable
Certificate Index and the applicable
Certificate
Margin for such Distribution Date, (b) the Net Funds Cap
and (c) 11.00%.
(13) The
Pass-Through
Rate for the March 2007
Distribution
Date for the Class 5-M-3
Certificates
is 5.720% per annum.
After such
Distribution Date, the Pass-Through Rate for the Class 5-M-3
Certificates shall be a per annum rate equal to the least of (a)
the
sum of the applicable
Certificate Index and the applicable
Certificate
Margin for such Distribution Date, (b) the Net Funds Cap
and (c) 11.00%.
(14) The
Pass-Through
Rate for the March 2007
Distribution
Date for the Class 5-M-4
Certificates
is 5.820% per annum.
After such
Distribution Date, the Pass-Through Rate for the Class 5-M-4
Certificates shall be a per annum rate equal to the least of (a)
the
sum of the applicable
Certificate Index and the applicable
Certificate
Margin for such Distribution Date, (b) the Net Funds Cap
and (c) 11.00%.
(15) The
Pass-Through
Rate for the March 2007
Distribution
Date for the Class 5-M-5
Certificates
is 5.840% per annum.
After such
Distribution Date, the Pass-Through Rate for the Class 5-M-5
Certificates shall be a per annum rate equal to the least of (a)
the
sum of the applicable
Certificate Index and the applicable
Certificate
Margin for such Distribution Date, (b) the Net Funds Cap
and (c) 11.00%.
(16) The
Pass-Through
Rate for the March 2007
Distribution
Date for the Class 5-M-6
Certificates
is 5.900% per annum.
After such
Distribution Date, the Pass-Through Rate for the Class 5-M-6
Certificates shall be a per annum rate equal to the least of (a)
the
sum of the applicable
Certificate Index and the applicable
Certificate
Margin for such Distribution Date, (b) the Net Funds Cap
and (c) 11.00%.
(17) The
Pass-Through
Rate for the March 2007
Distribution
Date for the Class 5-M-7
Certificates
is 6.570% per annum.
After such
Distribution Date, the Pass-Through Rate for the Class 5-M-7
Certificates shall be a per annum rate equal to the least of (a)
the
sum of the applicable
Certificate Index and the applicable
Certificate
Margin for such Distribution Date, (b) the Net Funds Cap
and (c) 11.00%.
(18) The
Pass-Through
Rate for the March 2007
Distribution
Date for the Class 5-M-8
Certificates
is 6.920% per annum.
After such
Distribution Date, the Pass-Through Rate for the Class 5-M-8
Certificates shall be a per annum rate equal to the least of (a)
the
sum of the applicable
Certificate Index and the applicable
Certificate
Margin for such Distribution Date, (b) the Net Funds Cap
and (c) 11.00%.
(19) The
Pass-Through
Rate for the March 2007
Distribution
Date for the Class 5-M-9
Certificates
is 7.570% per annum.
After such
Distribution Date, the Pass-Through Rate for the Class 5-M-9
Certificates shall be a per annum rate equal to the least of (a)
the
sum of the applicable
Certificate Index and the applicable
Certificate
Margin for such Distribution Date, (b) the Net Funds Cap
and (c) 11.00%.
(20) The
Pass-Through
Rate for the March 2007
Distribution
Date for the Class 5-M-10
Certificates is 7.570% per annum.
After such
Distribution
Date,
the
Pass-Through
Rate for the
Class 5-M-10
Certificates
shall be a per annum
rate equal to the least of
(a) the sum of the applicable
Certificate Index and the applicable
Certificate
Margin for such Distribution
Date,
(b) the Net
Funds Cap and (c) 11.00%.
-5-
(21) With respect to each
Distribution
Date,
the
Pass-Through
Rate for 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
shall be a per annum rate equal to the quotient,
expressed as a percentage of (a) the
sum of
(i) the
product
of
(x) the
Net
WAC
Rate
of
Loan
Group 1
for
that
Distribution
Date
and
(y) the
Subordinate
Component Balance
for Loan Group 1
immediately prior to such Distribution Date, (ii) the product of
(x) the Net WAC Rate of Loan
Group 2
for
that
Distribution
Date and
(y) the
Subordinate
Component Balance
for Loan
Group 2
immediately
prior to such
Distribution
Date,
(iii) the product of (x) the Net WAC Rate of Loan Group 3 for that
Distribution Date and (y) the
Subordinate
Component Balance
for Loan Group 3
immediately
prior to such
Distribution Date and (iv) the product of (x) the Net WAC Rate of
Loan Group 4 for that
Distribution
Date and (y) the
Subordinate
Component Balance
for Loan Group 4
immediately prior to such
Distribution Date,
divided by (b) the aggregate of the Subordinate
Component Balances for Loan Group 1, Loan Group 2, Loan Group
3 and Loan Group 4 immediately prior to such Distribution Date.
(22) The Class 5-X
Certificates will not accrue interest on their Class Principal
Balance. The Class 5-X
Certificates accrue interest
on the Class 5-X Notional Amount.
(23) The Class 5-X
Certificates will be comprised of two REMIC III
regular
interests,
a principal only regular interest
designated
5-X-PO and an interest only regular interest
designated
5-X-IO,
which will be entitled to distributions as set forth herein. On
each Distribution Date, the Class 5-X
Certificates shall be entitled to the Class 5-X
Distributable
Amount. With respect to any
Distribution Date,
interest accrued on the Class 5-X
Certificates
during the related Accrual Period shall equal interest at the
related
Pass-Through Rate on the Class 5-X
Notional Amount
immediately prior to such Distribution Date, in each case reduced
by
any interest shortfalls with respect to the Mortgage Loans in the
related Loan
Group including
Prepayment Interest Shortfalls to
the extent not covered by Compensating
Interest Payments.
The Pass-Through Rate for the Class 5-X
Certificates or the REMIC III
Regular Interest 5-X-IO for any Distribution
Date shall equal a per annum rate equal to the percentage
equivalent of a fraction,
the
numerator
of which is the
product of (a) 30 and
(b) the sum of the
amounts
calculated
pursuant
to
clauses (i) through
(iv) below,
and the
denominator
of which is the
product of (a) the
actual
number of days in the related
Accrual
Period and
(b) the
aggregate
principal
balance of the REMIC II
Regular
Interests LT1, LT2, LT3 and LT4. For purposes of calculating
the
Pass-Through Rate for the Class 5-X Certificates, the numerator is
equal to the sum of the following components:
(i)
the
Uncertificated
Pass-Through
Rate for REMIC II Regular
Interests LT1 minus the Marker Rate,
applied to a notional
amount equal to the aggregate Uncertificated Principal Balance of
REMIC II Regular Interests LT1;
(ii) the
Uncertificated
Pass-Through
Rate for REMIC II
Regular
Interest LT2 minus the Marker Rate,
applied to a notional
amount equal to the Uncertificated Principal Balance of REMIC II
Regular Interest LT2; and
(iii)
the
Uncertificated
Pass-Through
Rate for REMIC II Regular
Interest LT4 minus twice the Marker Rate,
applied to a
notional amount equal to the Uncertificated Principal Balance of
REMIC II Regular Interest LT4.
Accrued
interest on the Class 5-X
Certificates
shall accrue on the basis of a 360-day year and the actual number
of days in the
related
Accrual
Period.
Payments
to any Class of Group 5
Certificates
in respect of Basis Risk
Shortfalls
from the Group 5
Available
Distribution
Amount shall be deemed to have first been
distributed
from
REMIC III
to the holders of the
Class 5-X
Certificates
in respect of the
Class 5-X-IO
REMIC III
Regular
Interest and then paid by such holders to such Class of Group 5
Certificates.
(24) The
Class 5-X
Certificates
will be
issued
in
certificated,
fully-registered
form in
minimum
denominations
of 20% of the
Percentage Interest therein and increments of 10% in excess
thereof.
(25) The
Class P
Certificates
will not have a Class
Principal
Balance.
The Class P
Certificates
shall have an initial
notional
balance of $338,569,810
and will be entitled to distributions of Assigned
Prepayment
Premiums only. Such entitlement
shall not
be an interest in any REMIC created hereunder.
(26) The Class P Certificates will be issued in certificated,
fully-registered
form in minimum denominations of 20% of the Percentage
Interest therein and increments of 10% in excess thereof.
(27) The Class AR Certificates are issued in minimum Percentage
Interests of 20%.
For the avoidance of doubt, the Trust
Administrator shall account for any interest amount due to a
Certificateholder
in excess of the interest rate on the REMIC Regular
Interest
issued by REMIC III
corresponding
to such
Certificate
as part of the
payment made to the Class 5-X
Certificates,
to the extent it is entitled to funds from the REMIC,
and then paid outside of the REMIC
pursuant to a separate contractual right to such Certificateholder.
The
foregoing
REMIC
structure
is intended
to cause all of the cash from the
Mortgage
Loans to flow
through to
REMIC III 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.
-6-
Set forth below are designations of Classes of Certificates and
Loan Groups to the categories used herein:
Book-Entry Certificates.............
All Classes of Certificates other than the Physical Certificates.
Class A Certificates................
The Group 1, Group 2, Group 3, Group 4 and Group 5 Senior
Certificates.
Class 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.
Class M Certificates................
The Class 5-M-1, Class 5-M-2, Class 5-M-3, Class 5-M-4, Class
5-M-5,
Class 5-M-6, Class 5-M-7, Class 5-M-8, Class 5-M-9 and Class 5-M-10
Certificates.
Economic Residual Floater Certificates
The Class 5-X Certificates.
ERISA-Restricted Certificates.......
Residual Certificates and Private Certificates; and any
Certificates that
do not satisfy the applicable ratings requirement under the
Underwriter's
Exemption.
Floater Certificates................
The Group 5 Certificates.
Floater Loan Group..................
Loan Group 5.
Group 1 Certificates................
The Class 1-A-1, Class 1-A-2 and Residual Certificates.
Group 2 Certificates................
The Class 2-A-1 Certificates.
Group 3 Certificates................
The Class 3-A-1, Class 3-A-2-1, Class 3-A-2-2 and Class 3-A-3
Certificates.
Group 4 Certificates................
The Class 4-A-1 and Class 4-A-2 Certificates.
Group 5 Certificates................
The Group 5 Senior Certificates, Class 5-X Certificates and Class M
Certificates.
Group 5 Senior Certificates.........
The Class 5-A-1, Class 5-A-2-1, Class 5-A-2-2, Class 5-A-3-1, Class
5-A-3-2
and Class 5-A-4 Certificates.
Group 5 Subordinate Certificates....
The Class M Certificates and Class 5-X Certificates.
LIBOR Certificates..................
The Group 5 Senior Certificates and Class M Certificates.
Notional Amount Certificates........
The Class 5-X Certificates and Class P Certificates.
Offered Certificates................
All Classes of Certificates other than the Private Certificates.
Pass-Through Certificates...........
The Group 1, Group 2, Group 3, Group 4 and Class C-B Certificates.
Pass-Through Loan Groups............
Loan Group 1, Loan Group 2, Loan Group 3 and Loan Group 4.
Private Certificates................
The Class C-B-4, Class C-B-5, Class C-B-6, Class 5-X and Class P
Certificates.
Physical Certificates...............
The Residual Certificates and the Private Certificates.
Rating Agencies.....................
Moody's and S&P.
Regular Certificates................
All Classes of Certificates other than the Residual Certificates.
-7-
Related Pass-Through Loan Groups....
Collectively, Loan Group 1, Loan Group 2, Loan Group 3 and Loan
Group 4.
Residual Certificates...............
The Class AR and Class AR-L Certificates.
Senior Certificates.................
With respect to the Pass-Through Loan Groups, the Group 1, Group 2,
Group 3
and Group 4 Certificates, and with respect to the Floater Loan
Group, the
Group 5 Senior Certificates.
Subordinate Certificates............
With respect to the Pass-Through Loan Groups, the Class C-B
Certificates,
and with respect to the Floater Loan Group, the Group 5 Subordinate
Certificates.
All
covenants
and
agreements
made
by
the
Depositor
herein
are
for
the
benefit
and
security
of
the
Certificateholders.
The
Depositor
is entering
into this
Agreement,
and the Trustee is
accepting
the trusts
created
hereby and
thereby, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged.
The parties
hereto
intend to effect an absolute sale and
assignment
of the Mortgage
Loans to the Trustee for the
benefit of
Certificateholders
under this Agreement.
However, the Depositor and the Seller will hereunder absolutely
assign and, as a
precautionary
matter
grant a security
interest,
in and to its
rights,
if any, in the
Mortgage
Loans to the Trustee on behalf of
Certificateholders to ensure that the interest of the
Certificateholders hereunder in the Mortgage Loans is fully
protected.
W I T N E S S E T H T H A T:
In consideration of the mutual agreements
herein
contained,
the Depositor,
the Seller,
the Master Servicer,
the
Servicers, the Special Servicer, the Modification Oversight Agent,
the Trustee and the Trust Administrator agree as follows:
-8-
ARTICLE I
DEFINITIONS
Whenever used in this Agreement,
the following words and phrases, unless the context otherwise
requires,
shall have
the following meanings:
Accrual Period:
For any interest bearing Class of Certificates
(other than the LIBOR
Certificates)
and each Class
of REMIC I Regular
Interests and REMIC II Regular Interests and any Distribution
Date, the calendar month immediately
preceding such
Distribution
Date, and with respect to the LIBOR
Certificates,
the period beginning on the immediately
preceding
Distribution Date
(or the Closing Date, in the case of the first Accrual Period) and
ending on the day immediately preceding such Distribution Date.
Advance:
With respect to any Countrywide
Serviced Mortgage Loan and any Distribution
Date, the payment required to
be made by Countrywide
with respect to the
Remittance
Date (as defined in the
Countrywide
Underlying
Servicing
Agreement) in the
month of such Distribution Date pursuant to Subsection 11.19 of
Exhibit 9 of the Countrywide Underlying Servicing Agreement.
With respect to any Fifth Third Serviced Mortgage Loan and any
Distribution
Date, the payment required to be made by
Fifth Third with respect to the Remittance
Date (as defined in the Fifth Third
Underlying
Servicing
Agreement) in the month of such
Distribution Date pursuant to Section 5.03 of the Fifth Third
Underlying Servicing Agreement.
With respect to any First Horizon Serviced
Mortgage Loan and any Distribution
Date, the payment required to be made
by First Horizon with respect to the Remittance Date (as defined in
the First Horizon Underlying
Servicing
Agreement) in the month of
such Distribution Date pursuant to Section 5.03 of the First
Horizon Underlying Servicing Agreement.
With respect to any IndyMac
Serviced
Mortgage Loan and any
Distribution
Date, the payment
required to be made by
IndyMac
with
respect
to the
Remittance
Date (as
defined
in the
IndyMac
Underlying
Servicing
Agreement)
in the month of such
Distribution Date pursuant to Section 5.03 of the IndyMac
Underlying Servicing Agreement.
With respect to any SunTrust
Serviced
Mortgage Loan and any
Distribution
Date, the payment required to be made by
SunTrust
with
respect to the
Remittance
Date (as
defined in the
SunTrust
Underlying
Servicing
Agreement)
in the month of such
Distribution Date pursuant to Section 5.03 of the SunTrust
Underlying Servicing Agreement.
With respect to any Wachovia
Serviced
Mortgage Loan and any
Distribution
Date, the payment required to be made by
Wachovia
with
respect to the
Remittance
Date (as
defined in the
Wachovia
Underlying
Servicing
Agreement)
in the month of such
Distribution Date pursuant to Section 5.03 of the Wachovia
Underlying Servicing Agreement.
With respect to any WaMu Bank Serviced
Mortgage Loan and any
Distribution
Date, the payment required to be made by
WaMu Bank with respect to the Monthly
Remittance
Date (as defined in the WaMu Bank
Underlying
Servicing
Agreement) in the month of
such Distribution Date pursuant to Section 2.16 of the WaMu Bank
Underlying Servicing Agreement.
Adverse REMIC Event:
As defined in Section 2.07(f).
-9-
Aggregate Groups 1-4 Collateral Balance:
With respect to any date of determination,
will be equal to the sum of the
Aggregate Loan Group Balances for Loan Group 1, Loan Group 2, Loan
Group 3 and Loan Group 4 as of such date of determination.
Agreement:
Collectively, this Series Supplement and the Standard Terms, and
all amendments or supplements hereto.
Assigned Prepayment
Premium:
Any Prepayment Premium on a Wells Fargo Serviced Mortgage Loan, any
Prepayment Premium
on a SPS Serviced Mortgage Loan and any other Prepayment Premium on
deposit in the Certificate Account.
Available Distribution Amount:
With respect to any Distribution Date and each Pass-Through Loan
Group, the sum of:
(i)
all amounts in respect of Scheduled
Payments (net of the related
Expense Fees) due on the related Due Date
and received prior to the related
Determination
Date on the related
Mortgage
Loans,
together with any Advances in respect
thereof;
(ii)
all Insurance
Proceeds (to the extent not applied to the restoration of the
Mortgaged
Property or released
to the Mortgagor in accordance
with the
applicable
Servicer's
Accepted
Servicing
Standards),
all
Liquidation
Proceeds
received during the calendar month preceding the month of that
Distribution
Date on the related Mortgage Loans, in each case
net of unreimbursed Liquidation Expenses incurred with respect to
such Mortgage Loans;
(iii)
all Principal
Prepayments
received
during the related
Prepayment
Period on the related
Mortgage Loans,
excluding Prepayment Premiums;
(iv)
amounts received with respect to such
Distribution
Date as the Substitution
Adjustment Amount or Purchase
Price in
respect
of a
Mortgage
Loan in the
related
Loan
Group repurchased
by the
Seller,
purchased
by a Holder of a
Subordinate
Certificate pursuant to
Section 3.11(f) or
purchased by the Special Servicer pursuant to
Section 3.11(g) as of
such Distribution Date;
(v)
any amounts payable as
Compensating
Interest
Payments by a Servicer with respect to the related
Mortgage
Loans on such Distribution Date;
(vi)
all Recoveries, if any; and
(vii)
the portion of the Mortgage Loan
Purchase
Price
related to such Loan
Group paid
in
connection
with an
Optional Termination up to the amount of the Par Value for such
Loan Group;
in the case of
clauses (i) through
(iv) above
reduced by amounts in reimbursement for Advances
previously made and other amounts as
to which the
Trustee,
the Trust
Administrator,
a
Servicer
or the
Master
Servicer
is
entitled
to be
reimbursed
pursuant
to
Section 3.08 in respect of the related Mortgage Loans or otherwise.
Basis Risk Shortfall:
For any Class of LIBOR
Certificates and any Distribution
Date, the sum of (i) the excess, if
any,
of (a) the
related
Current
Interest
calculated
on the basis of the least of (x) the
applicable
Certificate
Index plus the
applicable
Certificate
Margin,
(y) the Maximum Interest Rate and (z) 11.00% over (b) the related
Current Interest for the applicable
Distribution Date,
(ii) any amount described in clause
(i) remaining
unpaid from prior Distribution Dates, and (iii) interest on the
amount in clause
(ii) for
the
related
Accrual
Period
calculated
at a per annum
rate
equal to the least of
(x) the
applicable
Certificate Index plus the applicable Certificate Margin, (y) the
applicable Maximum Interest Rate and (z) 11.00%.
-10-
Capitalized Interest Account:
Not Applicable.
Capitalized Interest Deposit:
Not Applicable.
Capitalized Interest Distribution:
Not Applicable.
Capitalized Interest Release Amount:
Not Applicable.
Capitalized Interest Requirement:
Not Applicable.
Capitalized Interest Requirement Rate:
Not Applicable.
Carryforward
Interest:
For any Class of LIBOR Certificates and any Distribution Date, the
sum of (1) the amount, if
any, by which (x) the sum of (A) Current
Interest for such Class for the immediately
preceding
Distribution
Date and (B) any unpaid
Carryforward
Interest for such
Class from
previous
Distribution
Dates exceeds
(y) the
amount paid in respect of interest on such
Class on such
immediately
preceding
Distribution
Date,
and (2)
interest
on such
amount for the
related
Accrual
Period at the
applicable Pass-Through Rate.
Certificate
Balance:
With
respect to any
Certificate
(other
than a
Class 5-X
Certificate),
as defined in the
Standard Terms.
With respect to each Class 5-X Certificate, on any date of
determination,
an amount equal to the Percentage Interest
evidenced by such
Certificate
multiplied by an amount equal to (i) the
excess,
if any, of (A) the Aggregate
Loan Group Balance for
Loan Group 5 as of such date of determination,
over (B) the then aggregate Class Principal Balance of the Group 5
Senior
Certificates
and Class M
Certificates
then
outstanding,
which represents the sum of (i) the initial
principal
balance of the REMIC III Regular
Interest
5-X-PO,
as reduced by Realized
Losses
allocated
thereto and payments
deemed made thereon,
and
(ii) accrued
and unpaid
interest on the REMIC III Regular Interest 5-X-IO, as reduced by
Realized Losses allocated thereto.
Certificate Group: Any of Certificate
Group 1,
Certificate
Group 2,
Certificate
Group 3,
Certificate Group 4 or
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.
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.
-11-
Certificate
Group 5:
Any of the
Certificates
with a
Class designation
beginning
with "5" and
relating to Loan
Group 5.
Certificate Margin:
As to each Class of LIBOR Certificates, the applicable amount set
forth below:
Certificate Margin
Class
(1)
(2)
____________________________________________________________________________
5-A-1
0.150%
0.300%
5-A-2-1
0.120%
0.240%
5-A-2-2
0.230%
0.460%
5-A-3-1
0.140%
0.280%
5-A-3-2
0.160%
0.320%
5-A-4
0.200%
0.400%
5-M-1
0.270%
0.540%
5-M-2
0.300%
0.600%
5-M-3
0.400%
0.800%
5-M-4
0.500%
1.000%
5-M-5
0.520%
1.020%
5-M-6
0.580%
1.080%
5-M-7
1.250%
1.750%
5-M-8
1.600%
2.100%
5-M-9
2.250%
2.750%
5-M-10
2.250%
2.750%
___________
(1)
On and prior to the first
Distribution
Date on which the
Optional
Termination
for Loan Group 5 may
occur.
(2)
After the first Distribution Date on which the Optional Termination
for Loan Group 5 may occur.
Class:
All Certificates bearing the same class designation as set forth in
the Preliminary Statement.
Class 5-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 5 Senior
Certificates,
after giving effect to payments on such
Distribution Date and
(ii) the Class Principal
Balance of the Class 5-M-1
Certificates
immediately
prior to such Distribution Date exceeds (y) the lesser
of (A) the product of (i) 86.10%
and (ii) the
Aggregate
Loan Group Balance for Loan Group 5 for such
Distribution
Date and (B) the
amount, if any, by which (i) the
Aggregate Loan Group Balance for Loan Group 5 for such
Distribution
Date exceeds
(ii) 0.50% of the
Aggregate Loan Group Balance for Loan Group 5 as of the Cut-off
Date.
Class 5-M-2
Principal
Payment
Amount:
For any
Distribution
Date on or after the Stepdown
Date and as long as a
Trigger
Event has not occurred with respect to such
Distribution
Date,
will be the amount,
if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Group 5 Senior
Certificates and Class 5-M-1
Certificates,
in each case, after giving effect
to payments on such Distribution Date and (ii) the Class Principal
Balance of the Class 5-M-2
Certificates
immediately prior to such
Distribution
Date exceeds
(y) the lesser of (A) the product of (i) 88.80% and (ii) the
Aggregate Loan Group Balance for Loan Group 5
for such
Distribution
Date and (B) the amount,
if any,
by which
(i) the
Aggregate
Loan Group
Balance for Loan
Group 5 for such
Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Group
Balance for Loan Group 5 as of the Cut-off Date.
-12-
Class 5-M-3
Principal
Payment
Amount:
For any
Distribution
Date on or after the Stepdown
Date and as long as a
Trigger
Event has not occurred with respect to such
Distribution
Date,
will be the amount,
if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Group 5 Senior
Certificates,
Class 5-M-1 and Class 5-M-2
Certificates,
in each case, after
giving effect to payments on such Distribution Date and (ii) the
Class Principal
Balance of the Class 5-M-3
Certificates
immediately
prior to such Distribution
Date exceeds (y) the lesser of (A) the product of (i) 90.30% and
(ii) the
Aggregate Loan Group Balance for
Loan Group 5 for such
Distribution
Date and (B) the amount,
if any, by which (i) the
Aggregate
Loan Group Balance for Loan Group 5
for such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan
Group Balance for Loan Group 5 as of the Cut-off Date.
Class 5-M-4
Principal
Payment
Amount:
For any
Distribution
Date on or after the Stepdown
Date and as long as a
Trigger
Event has not occurred with respect to such
Distribution
Date,
will be the amount,
if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Group 5 Senior
Certificates,
Class 5-M-1,
Class 5-M-2 and Class 5-M-3 Certificates,
in each
case, after giving effect to payments on such Distribution
Date and (ii) the Class Principal
Balance of the Class 5-M-4
Certificates
immediately prior to such
Distribution Date exceeds (y) the lesser of (A) the product of (i)
91.60% and (ii) the
Aggregate Loan Group
Balance for Loan Group 5 for such
Distribution
Date and (B) the amount,
if any, by which
(i) the
Aggregate
Loan Group Balance for
Loan Group 5 for such
Distribution
Date exceeds
(ii) 0.50%
of the
Aggregate
Loan Group Balance for Loan Group 5 as of the Cut-off
Date.
Class 5-M-5
Principal
Payment
Amount:
For any
Distribution
Date on or after the Stepdown
Date and as long as a
Trigger
Event has not occurred with respect to such
Distribution
Date,
will be the amount,
if any, by which (x) the sum of (i) the
aggregate
Class
Principal
Balance
of the
Group 5
Senior
Certificates,
Class 5-M-1,
Class 5-M-2,
Class 5-M-3
and
Class 5-M-4
Certificates,
in each case,
after giving effect to payments on such
Distribution
Date and (ii) the Class
Principal
Balance of the
Class 5-M-5
Certificates
immediately
prior to such
Distribution
Date exceeds
(y) the lesser of (A) the
product of (i) 92.90% and
(ii) the
Aggregate
Loan Group
Balance for Loan
Group 5 for such
Distribution
Date and (B) the
amount,
if any, by which
(i) the
Aggregate
Loan Group Balance for Loan Group 5 for such
Distribution
Date exceeds
(ii) 0.50% of the Aggregate Loan Group Balance for
Loan Group 5 as of the Cut-off Date.
Class 5-M-6
Principal
Payment
Amount:
For any
Distribution
Date on or after the Stepdown
Date and as long as a
Trigger
Event has not occurred with respect to such
Distribution
Date,
will be the amount,
if any, by which (x) the sum of (i) the
aggregate
Class
Principal
Balance of the
Group 5
Senior
Certificates,
Class 5-M-1,
Class 5-M-2,
Class 5-M-3,
Class 5-M-4
and
Class 5-M-5 Certificates,
in each case, after giving effect to payments on such Distribution
Date and (ii) the Class Principal Balance
of the Class 5-M-6
Certificates
immediately
prior to such
Distribution Date exceeds (y) the lesser of (A) the product of (i)
94.10%
and (ii) the
Aggregate
Loan Group Balance for Loan Group 5 for such
Distribution
Date and (B) the amount,
if any, by which (i) the
Aggregate
Loan Group Balance for Loan Group 5 for such
Distribution
Date exceeds
(ii) 0.50% of the Aggregate Loan Group Balance for
Loan Group 5 as of the Cut-off Date.
Class 5-M-7
Principal
Payment
Amount:
For any
Distribution
Date on or after the Stepdown
Date and as long as a
Trigger
Event has not occurred with respect to such
Distribution
Date,
will be the amount,
if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Group 5 Senior
Certificates,
Class 5-M-1,
Class 5-M-2, Class 5-M-3, Class 5-M-4, Class 5-M-5
and Class 5-M-6
Certificates,
in each case,
after giving effect to payments on such
Distribution
Date and (ii) the Class Principal
Balance of the
Class 5-M-7
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 Loan Group 5 for such
Distribution Date and (B) the amount, if any, by which
(i) the
Aggregate
Loan Group Balance for Loan Group 5 for such
Distribution
Date exceeds
(ii) 0.50%
of the
Aggregate
Loan Group
Balance for Loan Group 5 as of the Cut-off Date.
-13-
Class 5-M-8
Principal
Payment
Amount:
For any
Distribution
Date on or after the Stepdown
Date and as long as a
Trigger
Event has not occurred with respect to such
Distribution
Date,
will be the amount,
if any, by which (x) the sum of (i) the
aggregate
Class
Principal
Balance
of
the
Group 5
Senior
Certificates,
Class 5-M-1,
Class 5-M-2,
Class 5-M-3,
Class 5-M-4,
Class 5-M-5,
Class 5-M-6 and Class 5-M-7
Certificates,
in each case, after giving effect to payments on such
Distribution
Date and
(ii) the Class Principal Balance of the Class 5-M-8
Certificates immediately prior to such Distribution Date exceeds
(y) the lesser of
(A) the
product of
(i) 96.10%
and (ii) the
Aggregate
Loan Group
Balance for Loan Group 5 for such
Distribution
Date and (B) the
amount, if any, by which (i) the
Aggregate Loan Group Balance for Loan Group 5 for such
Distribution
Date exceeds
(ii) 0.50% of the
Aggregate Loan Group Balance for Loan Group 5 as of the Cut-off
Date.
Class 5-M-9
Principal
Payment
Amount:
For any
Distribution
Date on or after the Stepdown
Date and as long as a
Trigger
Event has not occurred with respect to such
Distribution
Date,
will be the amount,
if any, by which (x) the sum of (i) the
aggregate
Class
Principal
Balance
of
the
Group 5
Senior
Certificates,
Class 5-M-1,
Class 5-M-2,
Class 5-M-3,
Class 5-M-4,
Class 5-M-5,
Class 5-M-6, Class 5-M-7 and Class 5-M-8 Certificates, in each
case, after giving effect to payments on such Distribution
Date and (ii) the Class Principal Balance of the Class 5-M-9
Certificates
immediately prior to such Distribution Date exceeds (y) the
lesser of (A) the product of (i) 97.10% and (ii) the
Aggregate Loan Group Balance for Loan Group 5 for such
Distribution Date and (B)
the amount, if any, by which (i) the
Aggregate Loan Group Balance for Loan Group 5 for such
Distribution
Date exceeds
(ii) 0.50% of
the Aggregate Loan Group Balance for Loan Group 5 as of the Cut-off
Date.
Class 5-M-10
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 5
Senior
Certificates,
Class 5-M-1,
Class 5-M-2,
Class 5-M-3,
Class 5-M-4,
Class 5-M-5,
Class 5-M-6, Class 5-M-7, Class 5-M-8 and Class 5-M-9 Certificates,
in each case, after giving effect to payments on such
Distribution
Date and (ii) the Class Principal
Balance of the Class 5-M-10
Certificates
immediately prior to such Distribution Date
exceeds
(y) the
lesser of (A) the
product of
(i) 98.10%
and
(ii) the
Aggregate
Loan Group
Balance
for Loan
Group 5
for such
Distribution
Date and (B) the amount,
if any, by which (i) the
Aggregate
Loan Group Balance for Loan Group 5 for such
Distribution
Date exceeds (ii) 0.50% of the Aggregate Loan Group Balance for
Loan Group 5 as of the Cut-off Date.
Class 5-X Distributable Amount: With respect to any Distribution
Date and the Class 5-X
Certificates,
to the extent
of
any
Monthly
Excess
Cashflow
remaining
on
such
Distribution
Date
after
the
distribution
of
amounts
pursuant
to
Section 4.01(II)(d)(i)-(xxiv),
the sum of (a) the
amount of interest
accrued
during the
related
Accrual
Period on the
Class 5-X
Certificates
(as
described
in the
Preliminary
Statement)
and
(b) the
Overcollateralization
Release
Amount,
if any,
for such
Distribution Date.
Class 5-X
Notional Amount:
With respect to the Class 5-X
Certificates or REMIC III Regular Interest 5-X-IO and any
Distribution
Date, the aggregate of the
Uncertificated
Principal
Balances of the REMIC II
Regular
Interests LT1, LT2, LT3 and LT4
immediately
prior to such
Distribution
Date,
(which for clarification is equal to the Aggregate Loan Group
Balance for Loan Group 5
as of the first day of the related
Collection Period
(excluding any such Mortgage Loans that were subject to a Payoff,
the principal
of which was distributed on the Distribution Date preceding the
current Distribution Date)).
-14-
Class A Certificates:
As set forth in the Preliminary Statement.
Class C-B Certificates:
As set forth in the Preliminary Statement.
Class C-B Credit Support
Depletion Date: The first
Distribution Date on which the aggregate Class Principal Balance
of the Class C-B Certificates has been or will be reduced to zero.
Class C-B
Percentage:
With respect to any Distribution Date, the aggregate Class
Principal Balance of the Class C-B
Certificates
immediately prior to such Distribution Date divided by the
Aggregate
Groups 1-4
Collateral
Balance as of the first day
of the related
Collection
Period
(excluding
any such
Mortgage
Loans that were
subject to a Payoff,
the
principal
of which was
distributed on the Distribution Date preceding the current
Distribution Date).
Class M
Certificates:
The
Class 5-M-1,
Class 5-M-2,
Class 5-M-3,
Class 5-M-4,
Class 5-M-5,
Class 5-M-6,
Class 5-M-7, Class 5-M-8, Class 5-M-9 and Class 5-M-10
Certificates.
Class Notional Amount:
The Class 5-X Notional Amount.
Class Y Principal
Reduction Amounts:
For any Distribution
Date, the amounts by which the Uncertificated
Principal
Balances of the Class Y
Regular
Interests
will be reduced on such
Distribution
Date by the
allocation of Realized
Losses and the
distribution of principal, determined as described in Appendix A.
Class Y Regular Interests:
The Class Y-1, Class Y-2, Class Y-3 and Class Y-4 Regular
Interests.
Class Y-1
Principal
Distribution
Amount: For any Distribution Date, the excess, if any, of the Class
Y-1 Principal
Reduction Amount for such
Distribution
Date over the principal portion of Realized Losses allocated to the
Class Y-1 Regular Interest
on such Distribution Date.
Class Y-1
Principal
Reduction Amount: The Class Y Principal
Reduction Amount for the Class Y-1 Regular Interest as
determined pursuant to the provisions of the Appendix A.
Class Y-1 Regular Interest:
The uncertificated
undivided beneficial interest in REMIC I which constitutes a REMIC
I
Regular Interest and is entitled to distributions as set forth
herein.
Class Y-2
Principal
Distribution
Amount: For any Distribution Date, the excess, if any, of the Class
Y-2 Principal
Reduction Amount for such
Distribution
Date over the principal portion of Realized Losses allocated to the
Class Y-2 Regular Interest
on such Distribution Date.
Class Y-2
Principal
Reduction Amount: The Class Y Principal
Reduction Amount for the Class Y-2 Regular Interest as
determined pursuant to the provisions of the Appendix A.
Class Y-2 Regular Interest:
The uncertificated
undivided beneficial interest in REMIC I which constitutes a REMIC
I
Regular Interest and is entitled to distributions as set forth
herein.
-15-
Class Y-3
Principal
Distribution
Amount: For any Distribution Date, the excess, if any, of the Class
Y-3 Principal
Reduction Amount for such
Distribution
Date over the principal portion of Realized Losses allocated to the
Class Y-3 Regular Interest
on such Distribution Date.
Class Y-3
Principal
Reduction Amount: The Class Y Principal
Reduction Amount for the Class Y-3 Regular Interest as
determined pursuant to the provisions of the Appendix A.
Class Y-3 Regular Interest:
The uncertificated
undivided beneficial interest in REMIC I which constitutes a REMIC
I
Regular Interest and is entitled to distributions as set forth
herein.
Class Y-4
Principal
Distribution
Amount: For any Distribution Date, the excess, if any, of the Class
Y-4 Principal
Reduction Amount for such
Distribution
Date over the principal portion of Realized Losses allocated to the
Class Y-4 Regular Interest
on such Distribution Date.
Class Y-4
Principal
Reduction Amount: The Class Y Principal
Reduction Amount for the Class Y-4 Regular Interest as
determined pursuant to the provisions of the Appendix A.
Class Y-4 Regular Interest:
The uncertificated
undivided beneficial interest in REMIC I which constitutes a REMIC
I
Regular Interest and is entitled to distributions as set forth
herein.
Class Z Principal
Reduction Amounts:
For any Distribution
Date, the amounts by which the Uncertificated
Principal
Balances of the Class Z
Regular
Interests
will be reduced on such
Distribution
Date by the
allocation of Realized
Losses and the
distribution
of
principal,
which
shall be in each
case the
excess
of (A) the sum of
(x) the
excess
of the
REMIC I
Available
Distribution
Amount for the related
Group (i.e.
the "related
Group" for the Class Z-1
Regular
Interest is the Group 1 Loans,
the
"related Group" for the Class Z-2
Regular Interest is the Group 2 Loans, the "related Group" for the
Class Z-3 Regular Interest is the
Group 3 Loans and the "related Group" for the Class Z-4
Regular
Interest is the Group 4 Loans)
exclusive of any Recoveries
included
therein over the amounts
thereof
distributable
(i) in respect of interest on such Class Z
Regular
Interest and the related Class Y
Regular
Interest and (ii) in the case of the Group 1 Loans,
to the
Class AR-L
Certificates
and (y) the
amount of Realized
Losses
allocable to principal for the related Group over (B) the Class Y
Principal Reduction Amount for the related Group.
Class Z Regular Interests:
The Class Z-1, Class Z-2, Class Z-3 and Class Z-4 Regular
Interests.
Class Z-1
Principal
Distribution
Amount: For any Distribution Date, the excess, if any, of the Class
Z-1 Principal
Reduction Amount for such
Distribution
Date over the principal portion of Realized Losses allocated to the
Class Z-1 Regular Interest
on such Distribution Date.
Class Z-1
Principal
Reduction Amount: The Class Z Principal
Reduction Amount for the Class Z-1 Regular Interest as
determined pursuant to the provisions of the Appendix A.
Class Z-1 Regular Interest:
The uncertificated
undivided beneficial interest in REMIC I which constitutes a REMIC
I
Regular Interest and is entitled to distributions as set forth
herein.
Class Z-2
Principal
Distribution
Amount: For any Distribution Date, the excess, if any, of the Class
Z-2 Principal
Reduction Amount for such
Distribution
Date over the principal portion of Realized Losses allocated to the
Class Z-2 Regular Interest
on such Distribution Date.
-16-
Class Z-2
Principal
Reduction Amount: The Class Z Principal
Reduction Amount for the Class Z-2 Regular Interest as
determined pursuant to the provisions of the Appendix A.
Class Z-2 Regular Interest:
The uncertificated
undivided beneficial interest in REMIC I which constitutes a REMIC
I
Regular Interest and is entitled to distributions as set forth
herein.
Class Z-3
Principal
Distribution
Amount: For any Distribution Date, the excess, if any, of the Class
Z-3 Principal
Reduction Amount for such
Distribution
Date over the principal portion of Realized Losses allocated to the
Class Z-3 Regular Interest
on such Distribution Date .
Class Z-3
Principal
Reduction Amount: The Class Z Principal
Reduction Amount for the Class Z-3 Regular Interest as
determined pursuant to the provisions of the Appendix A.
Class Z-3 Regular Interest:
The uncertificated
undivided beneficial interest in REMIC I which constitutes a REMIC
I
Regular Interest and is entitled to distributions as set forth
herein.
Class Z-4
Principal
Distribution
Amount: For any Distribution Date, the excess, if any, of the Class
Z-4 Principal
Reduction Amount for such
Distribution
Date over the principal portion of Realized Losses allocated to the
Class Z-4 Regular Interest
on such Distribution Date.
Class Z-4
Principal
Reduction Amount: The Class Z Principal
Reduction Amount for the Class Z-4 Regular Interest as
determined pursuant to the provisions of the Appendix A.
Class Z-4 Regular Interest:
The uncertificated
undivided beneficial interest in REMIC I which constitutes a REMIC
I
Regular Interest and is entitled to distributions as set forth
herein.
Closing Date:
February 28, 2007.
Conforming Loans:
The Group 4 Mortgage Loans.
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,
St. Paul,
Minnesota
55107,
Attention:
Corporate
Trust—Structured
Finance,
CSFB ARMT 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: CSFB
ARMT 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 6th Street and Marquette Avenue, Minneapolis, Minnesota
55479, Attention: CSFB ARMT 2007-1.
Countrywide:
Countrywide Home Loans Servicing LP and its successors and assigns.
Countrywide
Serviced Mortgage Loans: The Mortgage Loans identified as such on
the Mortgage Loan Schedule,
for which
Countrywide is the applicable Designated Servicer.
Countrywide
Reconstituted
Servicing
Agreement:
That
certain
Reconstituted
Servicing
Agreement,
dated
as
of
February 1, 2007, among DLJMC, Countrywide, the Master Servicer and
the Trust Administrator, and acknowledged by the Trustee.
-17-
Countrywide
Underlying Servicing Agreement:
The "Servicing Agreement" referred to in the Countrywide
Reconstituted
Servicing Agreement.
Current Interest:
For any Class of LIBOR
Certificates and Distribution Date, the amount of interest accruing
at the
applicable
Pass-Through Rate on the related Class Principal Balance of such
Class during the related Accrual Period;
provided,
that
as to each Class of LIBOR
Certificates,
Current
Interest
shall be reduced by a pro rata portion of any Interest
Shortfalls
to the
extent not covered by Monthly Excess Interest.
Custodial
Agreement:
As defined in the Standard
Terms. As of the date hereof,
the Custodial
Agreement under this
Agreement will be the LaSalle Bank Custodial Agreement.
Custodian:
As defined in the Standard
Terms.
Initially,
LaSalle
shall serve as Custodian for all of the Mortgage
Loans.
Deferred Amount:
For any Class of LIBOR
Certificates and Distribution
Date, will equal the amount by which (x) the
aggregate of the Applied Loss Amounts
previously
applied in reduction of the Class
Principal
Balance thereof exceeds (y) the sum of
(i) the aggregate of amounts
previously paid in reimbursement
thereof and (ii) amounts
added to the Class Principal Balances thereof
pursuant to Section 4.03(a)(ii) on all prior Distribution Dates,
including such Distribution Date.
Deposit Amount:
As defined in Section 4.08(e) or Section 4.09(e) herein, as
applicable.
Depositor:
Credit
Suisse First Boston
Mortgage
Securities
Corp.,
a Delaware
corporation,
or its
successor in
interest.
Depository
Agreement:
The Letter of Representation dated as of the Closing Date by and
among DTC, the Depositor and
the Trust Administrator for the benefit of the Trustee.
Designated
Mortgage Loans:
The
Countrywide
Serviced
Mortgage
Loans,
unless any such Mortgage Loan is no longer
serviced by Countrywide under the Countrywide
Servicing
Agreement,
the Fifth Third Serviced Mortgage Loans, unless any such Mortgage
Loan is no longer
serviced by Fifth Third under the Fifth Third
Servicing
Agreement,
the First
Horizon
Serviced
Mortgage
Loans,
unless any such
Mortgage
Loan is no longer
serviced
by First
Horizon
under the First
Horizon
Servicing
Agreement,
the IndyMac
Serviced
Mortgage
Loans,
unless any such Mortgage Loan is no longer
serviced by IndyMac under the IndyMac
Reconstituted
Servicing
Agreement,
the SunTrust
Serviced
Mortgage Loans,
unless any such Mortgage Loan is no longer serviced by SunTrust
under the SunTrust
Reconstituted
Servicing
Agreement,
the Wachovia
Serviced
Mortgage
Loans,
unless any such Mortgage Loan is no longer
serviced by
Wachovia under the Wachovia Servicing
Agreement and the WaMu Bank Serviced Mortgage Loans,
unless any such Mortgage Loan is no longer
serviced by WaMu Bank under the WaMu Bank Servicing Agreement.
Designated Servicer: Each of Countrywide,
Fifth Third, First Horizon, IndyMac, SunTrust,
Wachovia and WaMu Bank, as
applicable.
Designated
Servicing
Agreement:
Each
of
the
Countrywide
Reconstituted
Servicing
Agreement,
Fifth
Third
Reconstituted
Servicing
Agreement,
First Horizon
Reconstituted
Servicing
Agreement,
IndyMac
Reconstituted
Servicing Agreement,
SunTrust
Reconstituted
Servicing
Agreement,
Wachovia
Reconstituted
Servicing
Agreement
and WaMu
Bank
Reconstituted
Servicing
Agreement, as applicable.
-18-
Economic Residual Floater Certificate:
As set forth in the Preliminary Statement.
ERISA Restricted Certificate:
As set forth in the Preliminary Statement.
Exchangeable Certificates:
Not applicable.
Fifth Third:
Fifth Third Mortgage Company and its successors and assigns.
Fifth Third Serviced
Mortgage Loans: The Mortgage Loans identified as such on the
Mortgage Loan Schedule,
for which
Fifth Third is the applicable Designated Servicer.
Fifth
Third
Reconstituted
Servicing
Agreement:
That
certain
Reconstituted
Servicing
Agreement,
dated
as of
February 1, 2007, among DLJMC, Fifth Third, the Master Servicer and
the Trust Administrator, and acknowledged by the Trustee.
Fifth Third Underlying
Servicing Agreement:
The "Servicing
Agreement" referred to in the Fifth Third Reconstituted
Servicing Agreement.
First Horizon:
First Horizon Home Loan Corporation and its successors and assigns.
First Horizon
Serviced
Mortgage
Loans:
The Mortgage Loans
identified as such on the Mortgage Loan Schedule,
for
which First Horizon is the applicable Designated Servicer.
First
Horizon
Reconstituted
Servicing
Agreement:
That
certain
Reconstituted
Servicing
Agreement
dated as of
February 1, 2007 among DLJMC, First Horizon, the Master Servicer
and the Trust Administrator, and acknowledged by the Trustee.
First
Horizon
Underlying
Servicing
Agreement:
The
"Servicing
Agreement"
referred
to
in
the
First
Horizon
Reconstituted Servicing Agreement.
Floater Certificates:
As set forth in the Preliminary Statement.
Floater Loan Group:
As set forth in the Preliminary Statement.
Group: When used with respect to the Mortgage Loans, any of Loan
Group 1,
Loan Group 2,
Loan Group 3,
Loan Group 4
or Loan Group 5,
or with respect to the Certificates,
the Class or Classes of Certificates that relate to the
corresponding
Group or
Groups.
Group 1:
With respect to the Mortgage Loans,
the pool of adjustable rate Mortgage Loans
identified in the Mortgage
Loan Schedule as having been assigned to Group 1 or with respect to
the
Certificates,
the Group 1
Certificates
(as specified in the
Preliminary Statement).
Group 1 Senior Liquidation
Amount:
With respect to any Distribution Date, the aggregate,
for each Mortgage Loan in
Loan Group 1
which
became a
Liquidated
Mortgage
Loan during the prior
calendar
month,
of the lesser of (i) the
Group 1
Senior
Percentage
of the Stated
Principal
Balance of such
Mortgage
Loan and
(ii) the
applicable
Senior
Prepayment
Percentage
of the
Liquidation Principal with respect to such Mortgage Loan.
Group 1
Senior
Percentage:
With respect to any
Distribution
Date,
the
percentage
equivalent of a fraction the
numerator of which is the aggregate Class Principal
Balance of the Group 1
Certificates
immediately
prior to such Distribution Date
and the
denominator of which is the aggregate of the Stated
Principal
Balances of the Mortgage Loans in Loan Group 1 as of the first
day of the related
Collection Period
(excluding any Group 1 Mortgage Loans that were subject to a
Payoff,
the principal of which was
distributed on the Distribution Date preceding the current
Distribution Date);
provided,
however, in no event will the Group 1 Senior
Percentage exceed 100%.
-19-
Group 1 Senior
Principal
Distribution
Amount:
With respect to any
Distribution
Date, the sum of (i) the Group 1
Senior Percentage of the Principal Payment Amount for Loan Group 1,
(ii) the applicable Senior Prepayment
Percentage of the Principal
Prepayment Amount for Loan Group 1, and (iii) the Group 1 Senior
Liquidation Amount.
Group 1 Subordinate Percentage:
For any Distribution Date, the excess of 100% over the Group 1
Senior Percentage.
Group 2:
With respect to the Mortgage Loans,
the pool of adjustable rate Mortgage Loans
identified in the Mortgage
Loan Schedule as having been assigned to Group 2 or with respect to
the
Certificates,
the Group 2
Certificates
(as specified in the
Preliminary Statement).
Group 2 Senior Liquidation
Amount:
With respect to any Distribution Date, the aggregate,
for each Mortgage Loan in
Loan Group 2
which
became a
Liquidated
Mortgage
Loan during the prior
calendar
month,
of the lesser of (i) the
Group 2
Senior
Percentage
of the Stated
Principal
Balance of such
Mortgage
Loan and
(ii) the
applicable
Senior
Prepayment
Percentage
of the
Liquidation Principal with respect to such Mortgage Loan.
Group 2
Senior
Percentage:
With respect to any
Distribution
Date,
the
percentage
equivalent of a fraction the
numerator of which is the aggregate Class Principal
Balance of the Group 2
Certificates
immediately
prior to such Distribution Date
and the
denominator of which is the aggregate of the Stated
Principal
Balances of the Mortgage Loans in Loan Group 2 as of the first
day of the related
Collection Period
(excluding any Group 2 Mortgage Loans that were subject to a
Payoff,
the principal of which was
distributed on the Distribution Date preceding the current
Distribution Date);
provided,
however, in no event will the Group 2 Senior
Percentage exceed 100%.
Group 2 Senior
Principal
Distribution
Amount:
With respect to any
Distribution
Date, the sum of (i) the Group 2
Senior Percentage of the Principal Payment Amount for Loan Group 2,
(ii) the applicable Senior Prepayment
Percentage of the Principal
Prepayment Amount for Loan Group 2, and (iii) the Group 2 Senior
Liquidation Amount.
Group 2 Subordinate Percentage:
For any Distribution Date, the excess of 100% over the Group 2
Senior Percentage.
Group 3:
With respect to the Mortgage Loans,
the pool of adjustable rate Mortgage Loans
identified in the Mortgage
Loan Schedule as having been assigned to Group 3 or with respect to
the
Certificates,
the Group 3
Certificates
(as specified in the
Preliminary Statement).
Group 3 Senior Liquidation
Amount:
With respect to any Distribution Date, the aggregate,
for each Mortgage Loan in
Loan Group 3
which
became a
Liquidated
Mortgage
Loan during the prior
calendar
month,
of the lesser of (i) the
Group 3
Senior
Percentage
of the Stated
Principal
Balance of such
Mortgage
Loan and
(ii) the
applicable
Senior
Prepayment
Percentage
of the
Liquidation Principal with respect to such Mortgage Loan.
Group 3
Senior
Percentage:
With respect to any
Distribution
Date,
the
percentage
equivalent of a fraction the
numerator of which is the aggregate Class Principal
Balance of the Group 3
Certificates
immediately
prior to such Distribution Date
and the denominator of which is the aggregate of the Stated
Principal
Balances of the Mortgage Loans in Loan Group 3,
as of the first
day of the related
Collection
Period
(excluding
any such Mortgage
Loans that were subject to a Payoff,
the principal of which was
distributed on the Distribution Date preceding the current
Distribution Date);
provided,
however, in no event will the Group 3 Senior
Percentage exceed 100%.
-20-
Group 3 Senior
Principal
Distribution
Amount:
With respect to any
Distribution
Date, the sum of (i) the Group 3
Senior Percentage of the Principal Payment Amount for Loan Group 3,
(ii) the applicable Senior Prepayment
Percentage of the Principal
Prepayment Amount for Loan Group 3, and (iii) the Group 3 Senior
Liquidation Amount.
Group 3 Subordinate Percentage:
For any Distribution Date, the excess of 100% over the Group 3
Senior Percentage.
Group 4:
With respect to the Mortgage Loans,
the pool of adjustable rate Mortgage Loans
identified in the Mortgage
Loan Schedule as having been assigned to Group 4 or with respect to
the
Certificates,
the Group 4
Certificates
(as specified in the
Preliminary Statement).
Group 4 Senior Liquidation
Amount:
With respect to any Distribution Date, the aggregate,
for each Mortgage Loan in
Loan Group 4
which
became a
Liquidated
Mortgage
Loan during the prior
calendar
month,
of the lesser of (i) the
Group 4
Senior
Percentage
of the Stated
Principal
Balance of such
Mortgage
Loan and
(ii) the
applicable
Senior
Prepayment
Percentage
of the
Liquidation Principal with respect to such Mortgage Loan.
Group 4
Senior
Percentage:
With respect to any
Distribution
Date,
the
percentage
equivalent of a fraction the
numerator of which is the aggregate Class Principal
Balance of the Group 4
Certificates
immediately
prior to such Distribution Date
and the denominator of which is the aggregate of the Stated
Principal
Balances of the Mortgage Loans in Loan Group 4,
as of the first
day of the related
Collection
Period
(excluding
any such Mortgage
Loans that were subject to a Payoff,
the principal of which was
distributed on the Distribution Date preceding the current
Distribution Date);
provided,
however, in no event will the Group 4 Senior
Percentage exceed 100%.
Group 4 Senior
Principal
Distribution
Amount:
With respect to any
Distribution
Date, the sum of (i) the Group 4
Senior Percentage of the Principal Payment Amount for Loan Group 4,
(ii) the applicable Senior Prepayment
Percentage of the Principal
Prepayment Amount for Loan Group 4, and (iii) the Group 4 Senior
Liquidation Amount.
Group 4 Subordinate Percentage:
For any Distribution Date, the excess of 100% over the Group 4
Senior Percentage.
Group 5:
With respect to the Mortgage Loans,
the pool of adjustable rate Mortgage Loans
identified in the Mortgage
Loan Schedule as having been assigned to Group 5 or with respect to
the Certificates, the Group 5 Certificates.
Group 5 Certificates:
As set forth in the Preliminary Statement.
Group 5 Credit Support
Depletion Date: The first
Distribution
Date on which the aggregate Class Principal
Balance
of the Group 5 Subordinate Certificates has been or will be reduced
to zero.
Group 5
Interest Rate Cap Account:
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. in trust for
registered
holders of
Adjustable
Rate
Mortgage
Trust
2007-1,
Adjustable
Rate
Mortgage-Backed Pass Through
Certificates,
Series 2007-1,
Group 5 Certificates" Funds in the Group 5 Interest Rate Cap
Account shall
be held in trust for the
Certificateholders
for the uses and
purposes set forth in this
Agreement.
The Group 5
Interest
Rate Cap
Account
will not be an asset of any
REMIC.
Ownership
of the
Group 5
Interest
Rate Cap
Account
is
evidenced
by the
Class 5-X
Certificates.
-21-
Group 5 Interest Rate Cap Agreement:
The interest rate cap agreement relating to the Group 5
Certificates consisting
of the ISDA Master
Agreement,
the
Schedule and the Credit
Support
Annex,
each dated as of the Closing Date and the
Confirmations
related
thereto,
between the Trust
Administrator
on behalf of the Trust and the
Group 5 Interest
Rate Cap
Counterparty,
as such
agreement
may be amended and
supplemented
in
accordance
with its terms and any
replacement
Group 5
Interest
Rate Cap Agreement
acceptable to the Depositor and the Trust Administrator.
Group 5 Interest Rate Cap Counterparty:
Credit Suisse International,
or any successor in interest thereto under the
Group 5 Interest Rate Cap Agreement.
Group 5 Senior Certificates:
As set forth in the Preliminary Statement.
Group 5 Senior
Enhancement
Percentage:
For any
Distribution
Date, the fraction,
expressed as a percentage,
the
numerator of which is the sum of the
aggregate
Class
Principal
Balance of the Class M
Certificates
and the
Overcollateralization
Amount (which,
for purposes of this
definition
only,
shall not be less than zero),
in each case after giving effect to payments on
such Distribution
Date (assuming no Trigger Event has occurred),
and the denominator of which is the Aggregate Loan Group Balance
for
Loan Group 5 for such Distribution Date.
Group 5 Senior Principal
Payment Amount:
For any
Distribution
Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such
Distribution
Date, will be the amount,
if any, by which (x) the
aggregate Class
Principal
Balance of the Group 5 Senior
Certificates,
immediately
prior to such Distribution Date exceeds (y) the lesser of (A) the
product of (i) 83.40% and (ii) the
Aggregate
Loan Group Balance for Loan Group 5 for such
Distribution
Date and (B) the amount,
if
any, by which (i) the
Aggregate
Loan Group Balance for Loan Group 5 for such
Distribution
Date exceeds
(ii) 0.50% of the Aggregate
Loan Group Balance for Loan Group 5 as of the Cut-off Date.
Group 5 Subordinate Certificates:
As set forth in the Preliminary Statement.
IndyMac:
IndyMac Bank, F.S.B. and its successors and assigns.
IndyMac
Serviced
Mortgage
Loans:
The Mortgage Loans
identified as such on the Mortgage Loan Schedule,
for which
IndyMac is the applicable Servicer.
IndyMac Reconstituted
Servicing Agreement:
That certain
Reconstituted
Servicing Agreement dated as of February 1,
2007 among DLJMC, IndyMac, the Master Servicer and the Trust
Administrator, and acknowledged by the Trustee.
IndyMac
Underlying
Servicing
Agreement:
The
"Servicing
Agreement"
referred
to in
the
IndyMac
Reconstituted
Servicing Agreement.
Initial Bankruptcy Loss Coverage Amount:
$205,020.36.
-22-
Initial Class Principal Balance:
As set forth in the Preliminary Statement.
Initial Cut-off Date:
February 1, 2007.
Initial Fraud Loss Coverage Amount:
$12,176,367.26.
Initial Special Hazard Loss Coverage Amount:
$6,088,183.63.
Interest
Distribution Amount: With respect to any Distribution Date and
interest bearing Class of Group 1,
Group 2,
Group 3,
Group 4 and Class C-B
Certificates,
the sum of (i) one
month's
interest
accrued during the related Accrual Period at the
applicable
Pass-Through Rate for such Class on the related Class Principal
Balance or Class Notional Amount,
as applicable,
subject
to reduction pursuant to Section 4.01(I)(B), and (ii) any Class
Unpaid Interest Amounts for such Class and Distribution Date.
Interest
Remittance
Amount:
For any Distribution
Date and the Mortgage Loans in Loan Group 5,
an amount equal to
the sum of (1) all interest
collected
(other than
Payaheads) or advanced in respect of Scheduled
Payments on the Mortgage
Loans in
such Loan Group during the related Collection Period,
the interest portion of Payaheads
previously
received on the Mortgage Loans in
such Loan Group and intended
for
application
in the related
Collection
Period and
interest
portion of all Payoffs (net of Payoff
Interest and
Prepayment
Interest
Excess for such
Distribution
Date) and
Curtailments
received on the Mortgage Loans in such Loan
Group
during
the
related
Prepayment
Period,
less
(x) the
applicable
Expense
Fees
with
respect
to such
Mortgage
Loans and
(y) unreimbursed
Advances and other amounts due to the Master
Servicer,
the
applicable
Servicer and the Trust
Administrator
with
respect to such Mortgage Loans, to the extent allocable to
interest,
(2) all
Compensating
Interest
Payments paid by a Servicer with
respect to the Mortgage Loans in such Loan Group with
respect to the related
Prepayment
Period,
(3) the portion of any Substitution
Adjustment Amount and Purchase Price paid with respect to the
Mortgage Loans in such Loan Group during the related
Collection
Period,
in each case
allocable to interest
and the proceeds of any purchase of such
Mortgage
Loans by the
Terminating
Entity
pursuant to
Section 11.01
in an amount not exceeding the interest
portion of the Par Value with respect to such Mortgage
Loans,
and (4) all Net
Liquidation
Proceeds and
recoveries
(net of
unreimbursed
Advances,
Servicing
Advances and expenses,
to the extent
allocable to
interest,
and unpaid Expense Fees), if any,
collected with respect to the Mortgage Loans in such Loan Group
during the prior calendar
month, to the extent allocable to interest.
Interest
Shortfall:
For any
Distribution
Date and the
Mortgage
Loans in Loan
Group 5,
an amount
equal to the
aggregate
shortfall,
if any, in collections of interest (adjusted to the related Net
Mortgage Rate) on Mortgage Loans in Loan Group 5
resulting
from
(a) Principal
Prepayments
received
during the related
Prepayment
Period after giving
effect to the
Compensating
Interest Payment for such
Distribution
Date and (b) interest
payments on certain of the Mortgage Loans in Loan Group 5 being
limited
pursuant to the provisions of the Relief Act.
LaSalle:
LaSalle Bank, National Association.
LaSalle Bank Custodial
Agreement:
That certain Custodial Agreement dated as of February 1,
2007 among LaSalle, the
Trustee and the Trust Administrator.
LIBOR Certificates:
As set forth in the Preliminary Statement.
Loan Group:
Any of Loan Group 1,
Loan Group 2,
Loan Group 3,
Loan Group 4 or Loan Group 5,
as
applicable.
Loan
Group 1,
Loan Group 2,
Loan Group 3 and Loan Group 4 together will constitute one
sub-trust and Loan Group 5 will constitute
another
sub-trust.
-23-
Loan Group 1:
All Mortgage Loans identified as Loan Group 1 Mortgage Loans on the
Mortgage Loan Schedule.
Loan Group 2:
All Mortgage Loans identified as Loan Group 2 Mortgage Loans on the
Mortgage Loan Schedule.
Loan Group 3:
All Mortgage Loans identified as Loan Group 3 Mortgage Loans on the
Mortgage Loan Schedule.
Loan Group 4:
All Mortgage Loans identified as Loan Group 4 Mortgage Loans on the
Mortgage Loan Schedule.
Loan Group 5:
All Mortgage Loans identified as Loan Group 5 Mortgage Loans on the
Mortgage Loan Schedule.
Marker Rate:
With respect to the Class 5-X
Certificates
and the REMIC II
Regular
Interests LT1, LT2, LT3 and LT4
and any Distribution
Date, a per annum rate equal to two (2) times the weighted average
of the
Uncertificated
REMIC II
Pass-Through
Rates for REMIC II Regular Interest LT2 and REMIC II Regular
Interest LT3.
Master Servicer:
Wells Fargo.
Maturity Date:
The Distribution Date occurring in March 2037.
Maximum Interest Rate: With respect to the Group 5
Certificates
and any Distribution
Date, an annual rate equal to
the weighted
average of the Maximum
Mortgage Rates of the Mortgage Loans in Loan Group 5 minus the
weighted
average Expense Fee Rate
of the Mortgage Loans in Loan Group 5.
Modification Oversight Agent: SPS, and its successors and permitted
assigns.
Monthly
Excess
Cashflow:
For any
Distribution
Date, an amount equal to the sum of the Monthly
Excess
Interest,
Overcollateralization
Release Amount,
if any for such date, and any Principal Payment Amount remaining
after the application of items
(i) through (v) in the distribution thereof pursuant to Section
4.01(II)(a), (b) or (c), as applicable.
Monthly Excess Interest:
For any Distribution
Date, any Interest
Remittance Amount remaining after the application
of items (i) through (xi) in the distribution thereof, pursuant to
Section 4.01(II)(a).
Net Cumulative
Realized Loss Amount:
For any Distribution
Date, an amount equal to the cumulative
Realized Losses
incurred
on the
Group 5
Mortgage
Loans
from the
Initial
Cut-off
Date
through
the end of the
calendar
month
preceding
such
Distribution
Date,
less the amount of payments made to the Principal
Remittance
Amount from the Group 5 Interest Rate Cap Agreement
pursuant to Section 4.07(c)(3) on all prior Distribution Dates.
Net Excess Spread:
With respect to any Distribution
Date and Loan Group 5,
a fraction,
expressed as a percentage,
the numerator of which is equal to the excess of (x) the
Aggregate Loan Group Balance for Loan Group 5 for the
immediately
preceding
Distribution
Date,
multiplied
by the product of (A) the Net WAC Rate for Loan
Group 5 and (B) the actual
number of days elapsed in
the related Accrual Period divided by 360 over (y) the
aggregate
Current
Interest for Loan Group 5 for such
Distribution
Date, and
the
denominator
of which is an amount
equal to the
Aggregate
Loan Group
Balance for Loan
Group 5 for the
immediately
preceding
Distribution Date, multiplied by the actual number of days elapsed
in the related Accrual Period divided by 360.
-24-
Net Funds
Cap:
For any
Distribution
Date and the LIBOR
Certificates,
will be a per
annum
rate
equal to (a) a
fraction,
expressed as a percentage,
the
numerator of which is the product of (1) the Optimal
Interest
Remittance
Amount for such
date and (2) 12,
and the denominator of which is the Aggregate Loan
Group Balance for Loan Group 5 (excluding any such Mortgage Loans
that were subject to a Payoff,
the principal of which was
distributed on the
Distribution
Date
preceding the current
Distribution
Date)
for the
immediately
preceding
Distribution
Date
(or,
in the
case of the
first
Distribution
Date,
the
Aggregate
Loan
Group Balance for Loan Group 5 as of the Cut-off Date,
multiplied by (b) a fraction,
the numerator of which is 30 and the denominator
of which is the actual number of days in the related Accrual
Period.
Net Interest
Shortfalls:
For any Distribution
Date and any
Pass-Through
Loan Group, the sum of (A) the amount of
interest which would otherwise have been received for a Mortgage
Loan in such Loan
Group during
the prior calendar month that was the
subject of (x) a Relief Act
Reduction or (y) a
Special
Hazard Loss,
Fraud Loss or
Bankruptcy
Loss,
after the
exhaustion
of the
respective
amounts of coverage
provided by the Class C-B
Certificates for those types of losses;
and (B) any related Net Prepayment
Interest Shortfalls.
Net Realized Losses: For any Class of Certificates,
other than the Floater Certificates,
and any Distribution Date,
the excess of (i) the amount of unreimbursed
Realized Losses
previously
allocated to that Class over
(ii) the sum of (a) the amount
of any increases to the Class Principal
Balance of that
Class pursuant
to Section 4.03 due to Recoveries and (b) amounts
previously
distributed to such Class in respect of Realized Losses pursuant to
Section 4.01.
Net
Recovery
Realized
Losses:
For any
Class of
Certificates,
other
than
the
Floater
Certificates,
and any
Distribution
Date, the excess of Net Realized
Losses for such
Distribution
Date over the amount
distributed in respect of Realized
Losses pursuant to Section 4.01 on that Distribution Date.
Net WAC Rate: For any Distribution Date and any Pass-Through
Loan Group, the Weighted Average
Pass-Through Rate for
such Loan Group for such Distribution Date.
In addition, for any purpose for which the Net WAC Rate is
calculated,
the interest rate on the Mortgage Loans shall
be
appropriately
adjusted to account for the difference
between any counting
convention used with respect to the Mortgage Loans and
any counting convention used with respect to a REMIC Regular
Interest.
NIM Note:
Any debt instrument issued by a NIM Trust.
NIM Trust:
With
respect
to any
Floater
Loan
Group,
any trust
created to hold the
Economic
Residual
Floater
Certificates
for such
Floater Loan Group and issue debt
instruments
that are secured by
distributions
on such
Economic
Residual
Floater Certificates.
Notional Amount Certificates:
As set forth in the Preliminary Statement.
Offered Certificates:
As set forth in the Preliminary Statement.
Optimal Interest
Remittance Amount:
With respect to any Distribution Date and the Floater Loan Group,
the excess of
(i) the
product of (1) (x) the
weighted
average of the Net Mortgage
Rates of the Mortgage Loans in Loan Group 5 as of the first day
of the related
Collection
Period
divided by (y) 12 and (2) the
Aggregate
Loan
Group Balance
for the
Floater
Loan Group for the
immediately
preceding
Distribution Date (excluding any such Mortgage Loans that were
subject to a Payoff,
the principal of which was
distributed
on the
Distribution
Date
preceding the current
Distribution
Date),
over
(ii) any
expenses that reduce the Interest
Remittance
Amount with
respect to the Floater Loan Group that did not arise as a result of
a default or
delinquency
of the Mortgage
Loans in the Floater Loan Group or were not taken into account in
computing the Expense Fee Rate.
-25-
Overcollateralized Group:
As defined in Section 4.07(b).
Pass-Through Certificates:
As set forth in the Preliminary Statement.
Pass-Through Loan Group:
As set forth in the Preliminary Statement.
Pass-Through
Rate:
For any interest
bearing Class of
Certificates,
the per annum rate set forth or calculated in
the manner described in the Preliminary Statement.
Interest on the Certificates,
other than the LIBOR Certificates,
will be computed
on the basis of a 360 day year comprised of twelve 30 day months.
Interest on the LIBOR
Certificates
and the Class 5-X
Certificates
(to the extent it is entitled to interest
from Loan
Group 5) will be computed on the basis of a 360-day year and the
actual number of
days elapsed in the related Accrual Period.
Physical Certificates:
As set forth in the Preliminary Statement.
Prefunded Amount:
Not Applicable.
Prefunded Loan Group:
Not Applicable.
Prefunding Account:
Not Applicable.
Prefunding Period:
Not Applicable.
Principal
Payment Amount:
For any Distribution
Date and any Pass-Through
Loan Group, the sum of (i) the principal
portion of the Scheduled
Payments on the Mortgage Loans in such Loan Group due on the
related Due Date,
(ii) the principal portion of
repurchase
proceeds
received with respect to any Mortgage Loan in such Loan
Group which
was repurchased as permitted or required by
this Agreement
during the period
beginning on the 15th day of the month preceding such
Distribution
Date and ending on the 14th day
of the month of such
Distribution
Date,
with notice and receipt of funds three (3) Business
Days prior to the 14th day of the month
of such
Distribution
Date and (iii) any
other
unscheduled
payments of principal
which were received on the Mortgage Loans in such
Loan
Group during
the related
calendar month
preceding the month of such
Distribution
Date,
other than Principal
Prepayments or
Liquidation Principal.
For any
Distribution
Date and the Floater Loan Group, an amount equal to the Principal
Remittance
Amount for such
date minus the Overcollateralization Release Amount, if any, for
such date.
Principal
Prepayment
Amount:
For any
Distribution
Date
and any
Pass-Through
Loan
Group,
the sum of
(i) all
Principal
Prepayments
relating to the Mortgage Loans in such Loan Group which were
received during the related
Prepayment Period and
(ii) all Recoveries received during the calendar month preceding
the month of that Distribution Date.
-26-
Principal
Remittance Amount: For any Distribution Date and the Floater Loan
Group, an amount equal to the sum of (1)
all
principal
collected
(other than
Payaheads)
or advanced in respect of
Scheduled
Payments on the
Mortgage
Loans in such Loan
Group during the related Collection Period (less unreimbursed
Advances,
Servicing Advances and other amounts due to the Servicers, the
Trustee,
the Master
Servicer
and the Trust
Administrator
with
respect to the
Mortgage
Loans in such Loan
Group,
to the extent
allocable to
principal)
and the
principal
portion of
Payaheads
previously
received on the Mortgage
Loans in such Loan Group and
intended for application in the related Collection Period,
(2) all Principal
Prepayments
received on the Mortgage Loans in such Loan
Group during
the related
Prepayment
Period,
(3) the Purchase Price of each Mortgage Loan in such Loan Group
that was repurchased by
the Seller or purchased by the Special Servicer
pursuant to
Section 3.17(b),
during the related
Collection Period and the principal
proceeds of any purchase of Mortgage Loans in such Loan Group by
the
Terminating
Entity
pursuant to
Section 11.01
in an amount not
exceeding the principal
portion of the Par Value with respect to such Mortgage Loans, (4)
the portion of any
Substitution
Adjustment
Amount
paid with
respect to any
Deleted
Mortgage
Loans in such Loan
Group during
the
related
Collection
Period
allocable
to
principal,
(5) all Net
Liquidation
Proceeds (net of unreimbursed
Advances,
Servicing
Advances and other
expenses,
to the extent
allocable to principal) and any other Recoveries
collected with respect to the Mortgage Loans in such Loan
Group during the preceding
calendar month, to the extent
allocable to principal,
and (6) amounts,
if any,
withdrawn from the Group 5 Interest Rate Cap Account
to cover the Net Cumulative Realized Loss Amount for such
Distribution Date.
Private Certificates:
As set forth in the Preliminary Statement.
Pro Rata Share:
With respect to any Distribution
Date and any Class of Class C-B
Certificates,
the portion of the
Subordinate
Principal
Distribution
Amount allocable to such Class,
equal to the product of the Subordinate
Principal
Distribution
Amount on such
Distribution
Date and a fraction,
the numerator of which is the related Class Principal Balance of
such Class and the
denominator of which is the aggregate of the Class Principal
Balances of the Class C-B Certificates.
Prospectus Supplement:
The Prospectus Supplement,
dated February 26,
2007, relating to the offering of the Offered
Certificates
in the form in which it was or will be filed with the Securities
and Exchange
Commission
pursuant to
Rule 424(b) under
the 1933 Act with respect to the offer and sale of the Offered
Certificates.
Rating
Agency:
Each of Moody's and S&P, or any
successor
to any of them,
so long as such entity is rating any of
the Certificates.
Realized
Loss:
As defined in the
Standard
Terms;
provided,
that
Realized
Losses
allocated
to the
Class 5-X
Certificates
shall be allocated
first to the
REMIC III
Regular
Interest
5-X-IO in
reduction
of the accrued but unpaid
interest
thereon until such accrued and unpaid
interest shall have been reduced to zero and then to the REMIC III
Regular
Interest 5-X-PO
in
reduction of the principal balance thereof.
Regular Certificates:
All of the Certificates other than the Residual Certificates and
the Class P Certificates.
REMIC:
A "real estate
mortgage
investment
conduit,"
within the meaning of
Section 860D
of the Code.
Reference
herein to REMIC refers to each REMIC created by the Preliminary
Statement.
REMIC Election:
An election, for federal income tax purposes, to treat certain
assets as a REMIC.
-27-
REMIC I Available
Distribution
Amount: For each of Loan Group 1,
Loan Group 2,
Loan Group 3 and Loan Group 4, for
any Distribution Date, the Available Distribution Amount for such
Loan Group.
REMIC I
Distribution
Amount: For any Distribution Date, the REMIC I Available
Distribution Amounts shall be deemed
distributed to REMIC III,
as the holder of the REMIC I Regular Interests,
and to Holders of the Class AR-L Certificates in respect of
Component I thereof, pursuant to Section 4.01(IV)(a)(i), in the
following amounts and priority:
(a)
To the extent of the REMIC I Available Distribution Amount for Loan
Group 1:
(i)
first,
to
Class Y-1
and
Class Z-1
Regular
Interests
and
Component I
of
the
Class AR-L
Certificates,
concurrently,
the Uncertificated Accrued Interest for such Classes remaining
unpaid from previous Distribution
Dates, pro rata according to their respective shares of such unpaid
amounts;
(ii)
second,
to the
Class Y-1 and
Class Z-1
Regular
Interests
and
Component I
of the
Class AR-L
Certificates,
concurrently,
the Uncertificated Accrued Interest for such Classes for the
current Distribution Date, pro rata
according to their respective Uncertificated Accrued Interest;
(iii)
third, to Component I of the Class AR-L
Certificates,
until the Uncertificated
Principal Balance
thereof has been reduced to zero; and
(iv)
fourth,
to the Class Y-1 and Class Z-1 Regular
Interests,
the Class Y-1
Principal
Distribution
Amount and the Class Z-1 Principal Distribution Amount,
respectively.
(b)
To the extent of the REMIC I Available Distribution Amount for Loan
Group 2:
(i)
first, to the Class Y-2 and Class Z-2 Regular Interests,
concurrently,
the Uncertificated Accrued
Interest for such Classes
remaining unpaid from previous
Distribution
Dates, pro rata according to their respective
shares
of such unpaid amounts;
(ii)
second, to the Class Y-2 and Class Z-2 Regular Interests,
concurrently, the Uncertificated Accrued
Interest for such Classes for the current
Distribution
Date, pro rata according to their respective
Uncertificated
Accrued
Interest; and
-28-
(iii)
third,
to the Class Y-2 and Class Z-2
Regular
Interests,
the Class Y-2
Principal
Distribution
Amount and the Class Z-2 Principal Distribution Amount,
respectively.
(c)
To the extent of the REMIC I Available Distribution Amount for Loan
Group 3:
(i)
first, to the Class Y-3 and Class Z-3 Regular Interests,
concurrently,
the Uncertificated Accrued
Interest for such Classes
remaining unpaid from previous
Distribution
Dates, pro rata according to their respective
shares
of such unpaid amounts;
(ii)
second, to the Class Y-3 and Class Z-3 Regular Interests,
concurrently, the Uncertificated Accrued
Interest for such Classes for the current
Distribution
Date, pro rata according to their respective
Uncertificated
Accrued
Interest; and
(iii)
third,
to the Class Y-3 and Class Z-3
Regular
Interests,
the Class Y-3
Principal
Distribution
Amount and the Class Z-3 Principal Distribution Amount,
respectively.
(d)
To the extent of the REMIC I Available Distribution Amount for Loan
Group 4:
(i)
first, to the Class Y-4 and Class Z-4 Regular Interests,
concurrently,
the Uncertificated Accrued
Interest for such Classes
remaining unpaid from previous
Distribution
Dates, pro rata according to their respective
shares
of such unpaid amounts;
(ii)
second, to the Class Y-4 and Class Z-4 Regular Interests,
concurrently, the Uncertificated Accrued
Interest for such Classes for the current
Distribution
Date, pro rata according to their respective
Uncertificated
Accrued
Interest; and
(iii)
third,
to the Class Y-4 and Class Z-4
Regular
Interests,
the Class Y-4
Principal
Distribution
Amount and the Class Z-4 Principal Distribution Amount,
respectively.
(e)
To the extent of the REMIC I
Available
Distribution
Amounts for such
Distribution
Date remaining
after
payment of the amounts pursuant to paragraphs (a), (b), (c) and (d)
of this definition of "REMIC I Distribution Amount":
(i)
first, to each Class of REMIC I Class Y and Class Z
Regular
Interests,
pro rata according to the
amount of unreimbursed
Realized Losses allocable to principal
previously
allocated to each such Class;
provided,
however,
that any amounts distributed
pursuant to this paragraph (e)(i) of this definition of "REMIC I
Distribution Amount" shall not
cause a reduction in the Uncertificated Principal Balances of any
of the Class Y and Class Z Regular Interests; and
(ii)
second, to the Class AR-L Certificates in respect of Component I
thereof, any remaining amount.
REMIC I
Realized
Losses:
Realized
Losses on the Group 1,
Group 2,
Group 3 and Group 4
Mortgage
Loans shall be
allocated to the REMIC I Regular Interests as follows:
(1) the interest portion of Realized Losses and Net Interest
Shortfalls on the
Group 1 Loans,
if any, shall be allocated
between the Class Y-1 and Class Z-1
Regular
Interests pro rata according to the amount of
interest accrued but unpaid thereon,
in reduction thereof;
(2) the interest portion of Realized Losses and Net Interest
Shortfalls on
the Group 2 Loans, if any, shall be allocated
between the Class Y-2 and Class Z-2
Regular
Interests pro rata according to the amount
of interest accrued but unpaid thereon,
in reduction thereof;
(3) the interest portion of Realized Losses and Net Interest
Shortfalls
on the Group 3
Loans,
if any,
shall be allocated
between the Class Y-3 and Class Z-3
Regular
Interests pro rata
according to the
amount of interest accrued but unpaid thereon,
in reduction thereof;
and (4) the interest portion of Realized Losses and Net Interest
Shortfalls on the Group 4 Loans, if any, shall be allocated
between the Class Y-4 and Class Z-4
Regular
Interests pro rata according
to the amount of interest
accrued but unpaid thereon,
in reduction
thereof.
Any interest
portion of such Realized Losses in excess
of the
amount
allocated
pursuant
to the
preceding
sentence
shall be
treated
as a
principal
portion
of
Realized
Losses not
attributable to any specific
Mortgage Loan in such Group and allocated
pursuant to the succeeding
sentences.
The principal
portion
of Realized Losses with respect to the Group 1,
Group 2,
Group 3 and Group 4 Mortgage Loans shall be allocated to the REMIC
I Regular
Interests as follows:
(1) the
principal
portion of Realized Losses on the Group 1 Loans shall be allocated,
first, to the Class Y-1
Regular Interest to the extent of the Class Y-1
Principal
Reduction Amount in reduction of the
Uncertificated
Principal
Balance of
such Regular Interest and, second,
the remainder,
if any, of such principal portion of such Realized Losses shall be
allocated to the
Class Z-1 Regular Interest in reduction of the Uncertificated
Principal Balance thereof;
(2) the principal portion of Realized Losses
-29-
on the Group 2 Loans shall be allocated,
first, to the Class Y-2 Regular Interest to the extent of the Class
Y-2
Principal
Reduction
Amount in reduction of the
Uncertificated
Principal
Balance of such Regular
Interest and,
second,
the remainder,
if any, of such
principal
portion of such Realized
Losses shall be allocated to the
Class Z-2
Regular
Interest in reduction of the
Uncertificated
Principal
Balance
thereof;
(3) the
principal
portion of Realized
Losses on the Group 3 Loans shall be
allocated,
first,
to the
Class Y-3
Regular
Interest to the extent of the Class Y-3
Principal
Reduction Amount in reduction of the
Uncertificated
Principal
Balance of such Regular
Interest and,
second,
the
remainder,
if any, of such
principal
portion of such Realized
Losses shall be
allocated to the
Class Z-3
Regular
Interest in reduction of the
Uncertificated
Principal
Balance
thereof;
and (4) the principal
portion of Realized
Losses on the Group 4 Loans shall be allocated,
first,
to the
Class Y-4
Regular
Interest to the extent of the
Class Y-4
Principal
Reduction Amount in reduction of the
Uncertificated
Principal Balance of such Regular Interest and, second, the
remainder,
if any, of such
principal
portion of such
Realized
Losses
shall be
allocated
to the
Class Z-4
Regular
Interest in
reduction of the
Uncertificated
Principal Balance thereof.
For any Distribution
Date,
reductions in the
Uncertificated
Principal
Balances of the Class Y and Class Z Regular
Interests
pursuant to this definition of Realized Loss shall be determined,
and shall be
deemed to occur, prior to any reductions of such Uncertificated
Principal Balances by distributions on such Distribution Date.
REMIC II Available Distribution Amount:
The Available Distribution Amount for Loan Group 5.
REMIC II
Distribution Amount: For any Distribution Date, the REMIC II
Available
Distribution Amount shall be deemed
distributed to REMIC III,
as the holder of the REMIC II Regular
Interests,
and to Holders of the Class AR-L
Certificates in respect
of Component II thereof, pursuant to Section 4.01(IV)(a)(ii), in
the following amounts and priority:
(a) first,
to the REMIC II
Regular
Interests
LT1,
LT2,
LT3 and LT4,
pro rata,
in an amount equal to (A) their
Uncertificated
Accrued
Interest for such
Distribution
Date, plus (B) any amounts in respect thereof
remaining unpaid from previous
Distribution Dates; and
(b) second:
(i)
to the
REMIC II
Regular
Interests
LT2, LT3 and LT4,
their
respective
Principal
Distribution
Amounts;
(ii)
to the REMIC II Regular Interest LT1 its Principal Distribution
Amount;
(iii)
any remainder to the REMIC II
Regular
Interest LT1, until the
Uncertificated
Principal
Balance
thereof has been reduced to zero;
(iv)
any
remainder to the REMIC II
Regular
Interests
LT2, LT3 and LT4, pro rata,
according to their
respective
Uncertificated
Principal
Balances
as reduced by the
distributions
made
pursuant
to (i) above,
until
their
respective Uncertificated Principal Balances have been reduced to
zero; and
(v)
any remaining
amounts to the Holders of the
Class AR-L
Certificates
in respect of
Component II
thereof;
-30-
(c)
To the extent of the REMIC II
Available
Distribution
Amounts for such
Distribution
Date remaining after
payment of the amounts pursuant to paragraphs (a) and (b) of this
definition of "REMIC II Distribution Amount" as follows:
(i)
first,
to the REMIC II
Regular
Interests
LT1,
LT2, LT3 and LT4, pro rata, to the extent of any
Realized
Losses
allocated
to such
Regular
Interests
on such
Distribution
Date or any prior
Distribution
Date and not
previously reimbursed pursuant to this paragraph;
provided,
however, that any amounts distributed pursuant to this paragraph
(c)(i) of
this
definition
of "REMIC II
Distribution
Amount" shall not cause a reduction in the
Uncertificated
Principal
Balance of any of the REMIC II Regular Interests LT1, LT2, LT3 and
LT4; and
(ii)
second, to the Class AR-L Certificates in respect of Component II
thereof, any remaining amount.
REMIC II Principal
Reduction Amounts:
For any Distribution Date, the amounts by which the principal
balances of the
REMIC II
Regular
Interests
LT1,
LT2, LT3 and LT4,
respectively,
will be reduced on such
Distribution
Date by the
allocation of
Realized Losses and the distribution of principal, determined as
follows:
For purposes of the succeeding formulas the following symbols shall
have the meanings set forth below:
Y1 =
the aggregate
principal balance of the REMIC II Regular Interests LT1 after
distributions on the prior Distribution
Date.
Y2 =
the principal balance of the REMIC II Regular Interest LT2 after
distributions on the prior Distribution Date.
Y3 =
the principal balance of the REMIC II Regular Interest LT3 after
distributions on the prior Distribution Date.
Y4 =
the
principal
balance of the REMIC II
Regular
Interest LT4 after
distributions
on the prior
Distribution
Date
(note:
Y3 = Y4).
ΔY1 =
the combined REMIC II Regular Interests LT1 Principal Reduction
Amount.
ΔY2 =
the REMIC II Regular Interest LT2 Principal Reduction Amount.
ΔY3 =
the REMIC II Regular Interest LT3 Principal Reduction Amount.
ΔY4 =
the REMIC II Regular Interest LT4 Principal Reduction Amount.
P0 =
the aggregate
principal balance of the REMIC II Regular Interests LT1, LT2, LT3
and LT4 after
distributions and the
allocation of Realized Losses on the prior Distribution Date.
P1 =
the aggregate
principal balance of the REMIC II Regular Interests LT1, LT2, LT3
and LT4 after
distributions and the
allocation of Realized Losses to be made on such Distribution Date.
ΔP =
P0 - P1 = the aggregate of the REMIC II Regular Interests LT1, LT2,
LT3 and LT4 Principal Reduction Amounts.
-31-
=
the aggregate of the principal portions of Realized Losses to be
allocated to, and the principal
distributions to be
made on, the Group I
Certificates on such Distribution Date (including
distributions of accrued and unpaid interest on the Class SB-I
Certificates for prior Distribution Dates).
R0 =
the Group 5 Net WAC Rate (stated as a monthly rate) after giving
effect to amounts
distributed
and Realized
Losses
allocated on the prior Distribution Date.
R1 =
the Group 5 Net WAC Rate (stated as a monthly
rate) after giving
effect to amounts to be
distributed
and Realized
Losses to be allocated on such Distribution Date.
γ =
(Y2 + Y3)/P0.
The initial value of γ on the Closing Date for use on the
first Distribution Date shall be 0.0001.
α0 =
the lesser of (A) the sum for all
Classes of Group 5
LIBOR
Certificates
of the
product for each Class of (i) the
monthly interest rate (as limited by the Net Funds Cap, if
applicable) for such
Class applicable
for distributions to be made on such
Distribution
Date and (ii) the
aggregate
Certificate
Principal
Balance for such
Class after
distributions
and the allocation of
Realized Losses on the prior Distribution Date and (B) R0*P0.
α1
=
the lesser of (A) the sum for all Classes of Group 5
Certificates
of the product for each Class of (i) the
monthly
interest rate (as limited by the Net Funds Cap, if
applicable)
for such
Class applicable
for
distributions
to be made on the next
succeeding
Distribution
Date and
(ii) the
aggregate
Certificate
Principal
Balance
for such
Class after
distributions
and the
allocation of Realized Losses to be made on such Distribution Date
and (B) R1*P1.
Then, based on the foregoing definitions:
ΔY1 =
ΔP - ΔY2 - ΔY3 - ΔY4;
ΔY2 =
(γ/2){( α0R1 - α1R0)/R0R1};
ΔY3 =
γΔP - ΔY2; and
ΔY4 =
ΔY3.
if both ΔY2 and ΔY3, as so determined, are non-negative
numbers.
Otherwise:
(1)
If ΔY2, as so determined, is negative, then
ΔY2 = 0;
ΔY3 = γ{α1R0P0 - α0R1P1}/{α1R0};
ΔY4 = ΔY3; and
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.
(2)
If ΔY3, as so determined, is negative, then
ΔY3 = 0;
ΔY2 = γ{ α0R1P1 - α1R0P0 }/{2R1R0P1 -
α1R0};
-32-
ΔY4 = ΔY3; and
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.
The Principal Reduction Amount ΔY1 shall be allocated to the
REMIC II Regular Interest LT1.
REMIC II
Realized Losses:
Realized Losses on the Group 5 Mortgage Loans for the related
Collection Period shall be
allocated to the REMIC II
Regular
Interests
LT1,
LT2, LT3 and LT4, in
reduction
of the
principal
balances
thereof and interest
accrued thereon,
as follows:
(i) the interest portion of Realized Losses,
if any, shall be allocated pro rata to accrued interest on
the REMIC II
Regular
Interests
LT1,
LT2,
LT3 and LT4, to the extent of such accrued
interest,
and
(ii) any
remaining
interest
portions of Realized
Losses and any principal
portions of Realized
Losses shall be trea
