CITIGROUP MORTGAGE LOAN TRUST INC.
Depositor
CITIMORTGAGE, INC.
Master Servicer and Trust Administrator
CITIBANK, N.A.
Paying Agent, Certificate Registrar and Authenticating Agent
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
-----------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of May 1, 2005
-----------------------------------------
Asset-Backed Pass-Through Certificates
Series 2005-HE1
<PAGE>
TABLE OF CONTENTS
-----------------
SECTION
<TABLE>
<CAPTION>
ARTICLE I
DEFINITIONS
<S>
<C>
SECTION 1.01
Defined
Terms..............................................................................
SECTION 1.02
Allocation of Certain Interest
Shortfalls..................................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01
Conveyance of Mortgage
Loans...............................................................
SECTION 2.02
Acceptance of the Trust Fund by the
Trustee................................................
SECTION 2.03
Repurchase or Substitution of Mortgage Loans by the Seller or
the
Depositor..............................................................................
SECTION 2.04
Reserved...................................................................................
SECTION 2.05
Representations, Warranties and Covenants of the Master
Servicer...................................................................................
SECTION 2.06
Issuance of the
Certificates...............................................................
SECTION 2.07
Conveyance of the REMIC Regular Interests; Acceptance of the
Trust REMICs by the
Trustee................................................................
ARTICLE III
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
SECTION 3.01
Master Servicer to Act as Master
Servicer..................................................
SECTION 3.02
Sub-Servicing Agreements Between the Master Servicer and
Sub-Servicers..............................................................................
SECTION 3.03
Successor
Sub-Servicers....................................................................
SECTION 3.04
Liability of the Master
Servicer...........................................................
SECTION 3.05
No Contractual Relationship Between Sub-Servicers and Trustee,
Trust Administrator or
Certificateholders..................................................
SECTION 3.06
Assumption or Termination of Sub-Servicing Agreements by
Trustee....................................................................................
SECTION 3.07
Collection of Certain Mortgage Loan
Payments...............................................
SECTION 3.08
Sub-Servicing
Accounts.....................................................................
SECTION 3.09
Collection of Taxes, Assessments and Similar Items; Servicing
Accounts...................................................................................
SECTION 3.10
Collection Account and Distribution
Account................................................
SECTION 3.11
Withdrawals from the Collection Account and Distribution
Account....................................................................................
SECTION 3.12
Investment of Funds in the Collection Account and the
Distribution
Account.......................................................................
SECTION 3.13
[Reserved].................................................................................
SECTION 3.14
Maintenance of Hazard Insurance and Errors and Omissions and
Fidelity
Coverage..........................................................................
SECTION 3.15
Enforcement of Due-On-Sale Clauses; Assumption
Agreements..................................
SECTION 3.16
Realization Upon Defaulted Mortgage
Loans..................................................
SECTION 3.17
Trustee to Cooperate; Release of Mortgage
Files............................................
SECTION 3.18
Servicing
Compensation.....................................................................
SECTION 3.19
Reports to the Trust Administrator; Collection Account
Statements.................................................................................
SECTION 3.20
Statement as to
Compliance.................................................................
SECTION 3.21
Independent Public Accountants' Servicing
Report...........................................
SECTION 3.22
Access to Certain
Documentation............................................................
SECTION 3.23
Title, Management and Disposition of REO
Property..........................................
SECTION 3.24
Obligations of the Master Servicer in Respect of Prepayment
Interest
Shortfalls........................................................................
SECTION 3.25
Obligations of the Master Servicer in Respect of Monthly
Payments...................................................................................
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01
Distributions..............................................................................
SECTION 4.02
Statements to
Certificateholders...........................................................
SECTION 4.03
Remittance Reports; P&I
Advances...........................................................
SECTION 4.04
Allocation of Extraordinary Trust Fund Expenses and Realized
Losses.....................................................................................
SECTION 4.05
Compliance with Withholding
Requirements...................................................
SECTION 4.06
Net WAC Rate Carryover Reserve
Account.....................................................
SECTION 4.07
Commission
Reporting.......................................................................
ARTICLE V
THE CERTIFICATES
SECTION 5.01
The
Certificates...........................................................................
SECTION 5.02
Registration of Transfer and Exchange of
Certificates......................................
SECTION 5.03
Mutilated, Destroyed, Lost or Stolen
Certificates..........................................
SECTION 5.04
Persons Deemed
Owners......................................................................
SECTION 5.05
Certain Available
Information..............................................................
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
SECTION 6.01
Liability of the Depositor and the Master
Servicer.........................................
SECTION 6.02
Merger or Consolidation of the Depositor or the Master
Servicer............................
SECTION 6.03
Limitation on Liability of the Depositor, the Master Servicer
and
Others.................................................................................
SECTION 6.04
Limitation on Resignation of the Master
Servicer...........................................
SECTION 6.05
Rights of the Depositor in Respect of the Master
Servicer..................................
SECTION 6.06
Duties of the Credit Risk
Manager..........................................................
SECTION 6.07
Limitation Upon Liability of the Credit Risk
Manager.......................................
SECTION 6.08
Removal of the Credit Risk
Manager.........................................................
ARTICLE VII
DEFAULT
SECTION 7.01
Master Servicer Events of
Default..........................................................
SECTION 7.02
Trustee to Act; Appointment of
Successor...................................................
SECTION 7.03
Notification to
Certificateholders.........................................................
SECTION 7.04
Waiver of Master Servicer Events of
Default................................................
ARTICLE VIII
CONCERNING THE TRUSTEE, THE TRUST ADMINISTRATOR, THE PAYING AGENT,
THE CERTIFICATE REGISTRAR AND THE
AUTHENTICATING AGENT
SECTION 8.01
Duties of Trustee, Trust Administrator and
Others..........................................
SECTION 8.02
Certain Matters Affecting the Trustee, the Trust Administrator
and
Others.................................................................................
SECTION 8.03
Trustee, Trust Administrator and Others not Liable for
Certificates or Mortgage
Loans.............................................................
SECTION 8.04
Trustee, Trust Administrator and Others May Own
Certificates...............................
SECTION 8.05
Trustee's, Trust Administrator's, Paying Agent's,
Authenticating Agent's, Certificate Registrar's and Custodians'
Fees and
Expenses..........................................................................
SECTION 8.06
Eligibility Requirements for Trustee and Trust
Administrator...............................
SECTION 8.07
Resignation and Removal of the Trustee and the Trust
Administrator..............................................................................
SECTION 8.08
Successor Trustee or Trust
Administrator...................................................
SECTION 8.09
Merger or Consolidation of Trustee or Trust
Administrator..................................
SECTION 8.10
Appointment of Co-Trustee or Separate
Trustee..............................................
SECTION 8.11
[intentionally
omitted]....................................................................
SECTION 8.12
Appointment of Office or
Agency............................................................
SECTION 8.13
Representations and
Warranties.............................................................
SECTION 8.14
Appointment and Removal of Paying Agent, Authenticating Agent
and Certificate
Registrar..................................................................
SECTION 8.15
No Trustee Liability for Actions or Inactions of
Custodians................................
ARTICLE IX
TERMINATION
SECTION 9.01
Termination Upon Repurchase or Liquidation of the Mortgage
Loans......................................................................................
SECTION 9.02
Additional Termination
Requirements........................................................
ARTICLE X
REMIC PROVISIONS
SECTION 10.01
REMIC
Administration.......................................................................
SECTION 10.02
Prohibited Transactions and
Activities.....................................................
SECTION 10.03
Master Servicer and Trust Administrator
Indemnification....................................
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01
Amendment..................................................................................
SECTION 11.02
Recordation of Agreement;
Counterparts.....................................................
SECTION 11.03
Limitation on Rights of
Certificateholders.................................................
SECTION 11.04
Governing
Law..............................................................................
SECTION 11.05
Notices....................................................................................
SECTION 11.06
Severability of
Provisions.................................................................
SECTION 11.07
Notice to Rating
Agencies..................................................................
SECTION 11.08
Article and Section
References.............................................................
SECTION 11.09
Grant of Security
Interest.................................................................
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS
<S>
<C>
Exhibit A-1 Form
of Class A Certificate
Exhibit A-2 Form
of Mezzanine Certificate
Exhibit A-3 Form
of Class CE Certificate
Exhibit A-4 Form
of Class P Certificate
Exhibit A-5 Form
of Class R Certificate
Exhibit B
[Reserved]
Exhibit C
[Reserved]
Exhibit D
Form of Assignment Agreements
Exhibit E
Request for Release
Exhibit F-1 Form
of Transferor
Representation
Letter and Form of Transferee Representation Letter in
Connection with Transfer of the Private Certificates Pursuant to
Rule 144A Under the 1933 Act
Exhibit F-2 Form
of Transfer Affidavit
and Agreement and Form
of Transferor
Affidavit in
Connection with
Transfer of Residual Certificates
Exhibit G
Form of Certification with respect to ERISA and the Code
Exhibit H
Form of Master Servicer Certification
Exhibit I
Form of Cap Contracts
Schedule 1
Mortgage Loan Schedule
Schedule 2
Prepayment Charge Schedule
</TABLE>
<PAGE>
This Pooling and Servicing Agreement, is dated and effective
as of May 1, 2005, among CITIGROUP MORTGAGE
LOAN TRUST INC., as Depositor,
CITIMORTGAGE, INC., as Master Servicer and
Trust Administrator, CITIBANK, N.A.
as Paying Agent, Certificate Registrar and
Authenticating Agent and U.S. BANK
NATIONAL ASSOCIATION, as Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell pass-through certificates to be
issued
hereunder in multiple classes, which in the
aggregate will evidence the entire
beneficial ownership interest in each REMIC
(as defined herein) created
hereunder. The Trust Fund will consist of a
segregated pool of assets comprised
of the Mortgage Loans and certain other
related assets subject to this
Agreement.
<PAGE>
REMIC I
-------
As provided herein, the Trust Administrator will elect to
treat the segregated pool of assets
consisting of the Mortgage Loans and certain
other related assets (other than any
Servicer Prepayment Charge Payment Amounts,
the Net WAC Rate Carryover Reserve Account
and the Cap Contracts) subject to
this Agreement as a REMIC for federal
income tax purposes, and such segregated
pool of assets will be designated as "REMIC
I." The Class R-I Interest will be
the sole class of "residual interests" in
REMIC I for purposes of the REMIC
Provisions (as defined herein). The
following table irrevocably sets forth the
designation, the REMIC I Remittance Rate,
the initial Uncertificated Balance
and, for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii),
the "latest possible maturity date" for
each of the REMIC I Regular Interests
(as defined herein). None of the REMIC I
Regular Interests will be certificated.
<TABLE>
<CAPTION>
REMIC I Initials
Latest Possible
Designation
Remittance Rate
Uncertificated Balance
Maturity Date(1)
-----------
---------------
----------------------
----------------
<S>
<C>
<C>
<C>
I-LTAA
(2)
$ 401,397,409.14
April 25, 2035
I-LTA1A
(2)
$
781,820.00
April 25, 2035
I-LTA1B
(2)
$ 86,867.50
April 25, 2035
I-LTA2A
(2)
$
649,647.50
April 25, 2035
I-LTA3A
(2)
$
777,685.00
April 25, 2035
I-LTA3B
(2)
$ 349,365.00
April 25, 2035
I-LTA3C
(2)
$
302,980.00
April 25, 2035
I-LTA3D
(2)
$
227,997.50
April 25, 2035
I-LTM1
(2)
$
212,985.00
April 25, 2035
I-LTM2
(2)
$
114,685.00
April 25, 2035
I-LTM3
(2)
$
225,270.00
April 25, 2035
I-LTM4
(2)
$ 63,490.00
April 25, 2035
I-LTM5
(2)
$ 59,390.00
April 25, 2035
I-LTM6
(2)
$ 47,100.00
April 25, 2035
I-LTM7
(2)
$ 38,910.00
April 25, 2035
I-LTM8
(2)
$ 36,865.00
April 25, 2035
I-LTM9
(2)
$ 43,010.00
April 25, 2035
I-LTZZ
(2)
$ 4,173,716.36
April 25, 2035
I-LTP
(2)
$
100.00
April 25, 2035
I-LT1SUB
(2)
$
4,840.94
April 25, 2035
I-LT1GRP
(2)
$ 22,214.70
April 25, 2035
I-LT2SUB
(2)
$
3,831.74
April 25, 2035
I-LT2GRP
(2)
$ 16,824.69
April 25, 2035
I-LT3SUB
(2)
$
9,717.91
April 25, 2035
I-LT3GRP
(2)
$ 42,878.46
April 25, 2035
I-LTXX
(2)
$ 409,488,884.57
April 25, 2035
</TABLE>
---------------
(1) For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations,
the Distribution
Date immediately following the maturity date for the
Mortgage Loan
with the latest maturity date has been designated as the
"latest possible
maturity date" for each REMIC I Regular Interest.
(2) Calculated in accordance with the
definition of "REMIC I Remittance Rate"
herein.
<PAGE>
REMIC II
--------
As provided herein, the Trust Administrator will elect to
treat the segregated pool of assets
consisting of the REMIC I Regular Interests
as a REMIC for federal income tax purposes,
and such segregated pool of assets
will be designated as "REMIC II." The Class
R-II Interest will evidence the sole
class of "residual interests" in REMIC II
for purposes of the REMIC Provisions
under federal income tax law. The following
table irrevocably sets forth the
designation, the Pass-Through Rate, the
initial aggregate Certificate Principal
Balance and, for purposes of satisfying
Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible
maturity date" for the indicated
Classes of Certificates.
<TABLE>
<CAPTION>
Initial Aggregate
Certificate Principal
Latest Possible
Designation
Pass-Through Rate
Balance
Maturity Date(1)
-----------
-----------------
-------
----------------
<S>
<C>
<C>
<C>
Class A-1A
Variable(2)
$ 156,364,000.00
April 25, 2035
Class A-1B
Variable(2)
$ 17,373,500.00
April 25, 2035
Class A-2A
Variable(2)
$ 129,929,500.00
April 25, 2035
Class A-3A
Variable(2)
$ 155,537,000.00
April 25, 2035
Class A-3B
Variable(2)
$ 69,873,000.00
April 25, 2035
Class A-3C
Variable(2)
$ 60,596,000.00
April 25, 2035
Class A-3D
Variable(2)
$ 45,599,500.00
April 25, 2035
Class M-1
Variable(2)
$ 42,597,000.00
April 25, 2035
Class M-2
Variable(2)
$ 22,937,000.00
April 25, 2035
Class M-3
Variable(2)
$ 45,054,000.00
April 25, 2035
Class M-4
Variable(2)
$ 12,698,000.00
April 25, 2035
Class M-5
Variable(2)
$ 11,878,000.00
April 25, 2035
Class M-6
Variable(2)
$ 9,420,000.00
April 25, 2035
Class M-7
Variable(2)
$ 7,782,000.00
April 25, 2035
Class M-8
Variable(2)
$ 7,373,000.00
April 25, 2035
Class M-9
Variable(2)
$ 8,602,000.00
April 25, 2035
Class CE
Variable(3)
$ 15,564,886.01
April 25, 2035
Class P
N/A(4)
$
100.00
April 25, 2035
</TABLE>
---------------
(1) For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations,
the Distribution
Date immediately following the maturity date for the
Mortgage Loans
with the latest maturity date has been designated as the
"latest possible
maturity date" for each Class of Certificates.
(2) Calculated in accordance with the
definition of "Pass-Through Rate" herein.
(3) The Class CE Certificates will
accrue interest at their variable
Pass-Through
Rate on the Notional Amount of the Class CE Certificates
outstanding from
time to time which shall equal the aggregate
Uncertificated
Balance of the REMIC I Regular Interests (other than REMIC I
Regular Interest
I-LTP). The Class CE Certificates will not accrue interest
on their
Certificate Principal Balance.
(4) The Class P Certificates will not
accrue interest.
In consideration of the mutual agreements herein contained,
the Depositor, the Master Servicer, the
Trust Administrator, the Paying Agent,
the Authenticating Agent, the Certificate
Registrar and the Trustee agree as
follows:
<PAGE>
ARTICLE I
DEFINITIONS
SECTION 1.01 Defined Terms.
Whenever used in this Agreement, including, without
limitation, in the Preliminary Statement
hereto, the following words and
phrases, unless the context otherwise
requires, shall have the meanings
specified in this Article. Unless otherwise
specified, all calculations
described herein shall be made on the basis
of a 360-day year consisting of
twelve 30-day months.
"Adjustable-Rate Mortgage Loan": Each of the Mortgage Loans
identified on the Mortgage Loan Schedule as
having a Mortgage Rate that is
subject to adjustment.
"Adjustment Date": With respect to each Adjustable-Rate
Mortgage Loan, the first day of the month
in which the Mortgage Rate of such
Mortgage Loan changes pursuant to the
related Mortgage Note. The first
Adjustment Date following the Cut-off Date
as to each Adjustable-Rate Mortgage
Loan is set forth in the Mortgage Loan
Schedule.
"Administration Fee": With respect to each Mortgage Loan and
for any calendar month, an amount equal to
one month's interest (or in the event
of any payment of interest which
accompanies a Principal Prepayment in full made
by the Mortgagor during such calendar
month, interest for the number of days
covered by such payment of interest) at the
applicable Administration Fee Rate
on the same principal amount on which
interest on such Mortgage Loan accrues for
such calendar month.
"Administration Fee Rate": 0.01% per annum.
"Affiliate": With respect to any specified Person, any other
Person controlling or controlled by or
under common control with such specified
Person. For the purposes of this
definition, "control" when used with respect to
any specified Person means the power to
direct the management and policies of
such Person, directly or indirectly,
whether through the ownership of voting
securities, by contract or otherwise and
the terms "controlling" and
"controlled" have meanings correlative to
the foregoing.
"Agreement": This Pooling and Servicing Agreement and all
amendments hereof and supplements
hereto.
"Allocated Realized Loss Amount": With respect to any
Distribution Date and any Class of
Mezzanine Certificates, (x) the sum of (i)
any Realized Losses allocated to such Class
of Certificates on such Distribution
Date and (ii) the amount of any Allocated
Realized Loss Amount for such Class of
Certificates remaining unpaid from the
previous Distribution Date minus (y) the
amount of the increase in the Certificate
Principal Balance of such Class due to
the receipt of Subsequent Recoveries as
provided in Section 4.01.
"Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form,
which is sufficient under the laws of
the jurisdiction wherein the related
Mortgaged Property is located to reflect of
record the sale of the Mortgage.
"Assignment Agreement": Each of the agreements among the
Depositor, the Seller and the related
Originator regarding the transfer of the
Mortgage Loans by the Seller to or at the
direction of the Depositor,
substantially in the form of Exhibit D
annexed hereto.
"Available Distribution Amount": With respect to any
Distribution Date, an amount equal to the
excess of (i) the sum of (a) the
aggregate of the Monthly Payments due
during the Due Period relating to such
Distribution Date and received by the
Master Servicer (or by a Sub-Servicer on
its behalf) on or prior to the related
Determination Date, after deduction of
the Servicing Fee, the Administration Fee
and the Credit Risk Manager Fee for
such Distribution Date, (b) Liquidation
Proceeds, Insurance Proceeds, Principal
Prepayments, proceeds from repurchases of
and substitutions for Mortgage Loans,
Subsequent Recoveries and other unscheduled
payments of principal and interest
in respect of the Mortgage Loans or REO
Properties received by the Master
Servicer during the related Prepayment
Period (exclusive of any prepayment
charges, penalties or premiums and, in the
case of HomEq, any Prepayment
Interest Excess), (c) the aggregate of any
amounts on deposit in the
Distribution Account representing
Compensating Interest Payments paid by the
Master Servicer in respect of Prepayment
Interest Shortfalls relating to
Principal Prepayments that occurred during
the related Prepayment Period, (d)
the aggregate of any P&I Advances made
by the Master Servicer for such
Distribution Date and (e) Prepayment
Charges received and Servicer Prepayment
Charge Payment Amounts paid in respect of
Mortgage Loans with respect to which a
Principal Prepayment occurred during the
related Prepayment Period and any
amounts received from the Seller as
contemplated in Section 2.03(b) in respect
of any Principal Prepayment that occurred
during or prior to the related
Prepayment Period over (ii) the sum of (a)
amounts reimbursable to the Master
Servicer, the Trustee, the Trust
Administrator, the Paying Agent, the
Certificate Registrar, the Authenticating
Agent or a Custodian pursuant to
Section 6.03 or Section 8.05 or otherwise
payable in respect of Extraordinary
Trust Fund Expenses, (b) amounts in respect
of the items set forth in clauses
(i)(a) through (i)(d) above deposited in
the Collection Account or the
Distribution Account in respect of the
items set forth in clauses (i)(a) through
(i)(d) above in error, (c) without
duplication, any amounts in respect of the
items set forth in clauses (i)(a) and
(i)(b) permitted hereunder to be retained
by the Master Servicer or to be withdrawn
by the Master Servicer from the
Collection Account pursuant to Section
3.18.
"Authenticating Agent": Citibank, or its successor in
interest, or any successor authenticating
agent appointed as herein provided.
"Balloon Mortgage Loan": A fixed-rate Mortgage Loan that
provides for the payment of the unamortized
Stated Principal Balance of such
Mortgage Loan in a single payment at the
maturity of such fixed-rate Mortgage
Loan that is substantially greater than the
preceding monthly payment.
"Balloon Payment": A payment of the unamortized Stated
Principal Balance of a fixed-rate Mortgage
Loan in a single payment at the
maturity of such fixed-rate Mortgage Loan
that is substantially greater than the
preceding Monthly Payment.
"Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title 11
of the United States Code), as amended.
"Bankruptcy Loss": With respect to any Mortgage Loan, a
Realized Loss resulting from a Deficient
Valuation or Debt Service Reduction.
"Book-Entry Certificate": Any Certificate registered in the
name of the Depository or its nominee.
Initially, the Book-Entry Certificates
will be the Class A Certificates and the
Mezzanine Certificates.
"Book-Entry Custodian": The custodian appointed pursuant to
Section 5.01.
"Business Day": Any day other than a Saturday, a Sunday or a
day on which banking or savings and loan
institutions in the State of New York,
the State of Texas, the State of Missouri,
the State of Iowa, the State of
Maryland, the State of California, or in
the city in which the Corporate Trust
Office of the Trustee or the Corporate
Trust Office of the Paying Agent is
located, are authorized or obligated by law
or executive order to be closed.
"Cap Contracts": Collectively, the Group I Cap Contract, the
Group II Cap Contract, the Group III Cap
Contract and the Mezzanine Cap
Contract.
"Cash-out Refinancing": A Refinanced Mortgage Loan the
proceeds of which were in excess of the
principal balance of any existing first
mortgage on the related Mortgaged Property
and related closing costs, and were
used to pay any such existing first
mortgage, related closing costs and
subordinate mortgages on the related
Mortgaged Property.
"Certificate": Any one of the Citigroup Mortgage Loan Trust
Inc., Asset-Backed Pass-Through
Certificates, Series 2005-HE1, issued under this
Agreement.
"Certificate Factor": With respect to any Class of
Certificates as of any Distribution Date, a
fraction, expressed as a decimal
carried to six places, the numerator of
which is the aggregate Certificate
Principal Balance (or the Notional Amount,
in the case of the Class CE
Certificates) of such Class of Certificates
on such Distribution Date (after
giving effect to any distributions of
principal and allocations of Realized
Losses and Extraordinary Trust Fund
Expenses in reduction of the Certificate
Principal Balance (or the Notional Amount,
in the case of the Class CE
Certificates) of such Class of Certificates
to be made on such Distribution
Date), and the denominator of which is the
initial aggregate Certificate
Principal Balance (or the Notional Amount,
in the case of the Class CE
Certificates) of such Class of Certificates
as of the Closing Date.
"Certificate Margin": With respect to the Floating Rate
Certificates and for purposes of the Marker
Rate and the Maximum I-LTZZ
Uncertificated Interest Deferral Amount,
the specified REMIC I Regular Interest
as follows:
<TABLE>
<CAPTION>
Class
REMIC I Regular Interest
Certificate Margin
-----
------------------------
------------------
(1) (%)
(2) (%)
-------
-------
<S>
<C>
<C>
<C>
A-1A
I-LTA1A
0.230
0.460
A-1B
I-LTA1B
0.250
0.500
A-2A
I-LTA2A
0.230
0.460
A-3A
I-LTA3A
0.090
0.180
A-3B
I-LTA3B
0.150
0.300
A-3C
I-LTA3C
0.220
0.440
A-3D
I-LTA3D
0.330
0.660
M-1
I-LTM1
0.430
0.645
M-2
I-LTM2
0.440
0.660
M-3
I-LTM3
0.650
0.975
M-4
I-LTM4
0.690
1.035
M-5
I-LTM5
1.250
1.875
M-6
I-LTM6
1.350
2.025
M-7
I-LTM7
1.750
2.625
M-8
I-LTM8
2.000
3.000
M-9
I-LTM9
2.100
3.150
</TABLE>
----------------
(1) For each
Interest Accrual Period for each Distribution Date on or prior
to the Optional Termination Date.
(2) For each
other Interest Accrual Period.
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the
Certificate Register, except that a
Disqualified Organization or a Non-United
States Person shall not be a Holder of
a Residual Certificate for any purposes
hereof and, solely for the purposes of
giving any consent pursuant to this
Agreement, any Certificate registered in the
name of the Depositor or the Master
Servicer or any Affiliate thereof shall be
deemed not to be outstanding and the Voting
Rights to which it is entitled shall
not be taken into account in determining
whether the requisite percentage of
Voting Rights necessary to effect any such
consent has been obtained, except as
otherwise provided in Section 11.01. The
Trustee and the Trust Administrator may
conclusively rely upon a certificate of the
Depositor or the Master Servicer in
determining whether a Certificate is held
by an Affiliate thereof. All
references herein to "Holders" or
"Certificateholders" shall reflect the rights
of Certificate Owners as they may
indirectly exercise such rights through the
Depository and participating members
thereof, except as otherwise specified
herein; provided, however, that the Trustee
and the Trust Administrator shall be
required to recognize as a "Holder" or
"Certificateholder" only the Person in
whose name a Certificate is registered in
the Certificate Register.
"Certificate Owner": With respect to a Book-Entry Certificate,
the Person who is the beneficial owner of
such Certificate as reflected on the
books of the Depository or on the books of
a Depository Participant or on the
books of an indirect participating
brokerage firm for which a Depository
Participant acts as agent.
"Certificate Principal Balance": With respect to each Class A
Certificate, Mezzanine Certificate or Class
P Certificate as of any date of
determination, the Certificate Principal
Balance of such Certificate on the
Distribution Date immediately prior to such
date of determination plus any
Subsequent Recoveries added to the
Certificate Principal Balance of such
Certificate pursuant to Section 4.01, minus
all distributions allocable to
principal made thereon and, in the case of
the Mezzanine Certificates, Realized
Losses allocated thereto on such
immediately prior Distribution Date (or, in the
case of any date of determination up to and
including the first Distribution
Date, the initial Certificate Principal
Balance of such Certificate, as stated
on the face thereof). With respect to the
Class CE Certificates as of any date
of determination, an amount equal to the
Percentage Interest evidenced by such
Certificate times the excess, if any, of
(A) the then aggregate Uncertificated
Balance of the REMIC I Regular Interests
over (B) the then aggregate Certificate
Principal Balance of the Class A
Certificates, the Mezzanine Certificates and
the Class P Certificates then
outstanding.
"Certificate Register": The register maintained pursuant to
Section 5.02.
"Certificate Registrar": Citibank, or its successor in
interest, or any successor certificate
registrar appointed as herein provided.
"Citibank": Citibank, N.A.
"Class": Collectively, all of the Certificates bearing the
same class designation.
"Class A-1A Certificates": Any one of the Class A-1A
Certificates executed by the Paying Agent
and authenticated and delivered by the
Authenticating Agent, substantially in the
form annexed hereto as Exhibit A-1
and evidencing a Regular Interest in REMIC
II for purposes of the REMIC
Provisions.
"Class A-1B Certificates": Any one of the Class A-1B
Certificates executed by the Paying Agent
and authenticated and delivered by the
Authenticating Agent, substantially in the
form annexed hereto as Exhibit A-1
and evidencing a Regular Interest in REMIC
II for purposes of the REMIC
Provisions.
"Class A-2A Certificates": Any one of the Class A-2A
Certificates executed by the Paying Agent
and authenticated and delivered by the
Authenticating Agent, substantially in the
form annexed hereto as Exhibit A-1
and evidencing a Regular Interest in REMIC
II for purposes of the REMIC
Provisions.
"Class A-3A Certificates": Any one of the Class A-3A
Certificates executed by the Paying Agent
and authenticated and delivered by the
Authenticating Agent, substantially in the
form annexed hereto as Exhibit A-1
and evidencing a Regular Interest in REMIC
II for purposes of the REMIC
Provisions.
"Class A-3B Certificates": Any one of the Class A-3B
Certificates executed by the Paying Agent
and authenticated and delivered by the
Authenticating Agent, substantially in the
form annexed hereto as Exhibit A-1
and evidencing a Regular Interest in REMIC
II for purposes of the REMIC
Provisions.
"Class A-3C Certificates": Any one of the Class A-3C
Certificates executed by the Paying Agent
and authenticated and delivered by the
Authenticating Agent, substantially in the
form annexed hereto as Exhibit A-1
and evidencing a Regular Interest in REMIC
II for purposes of the REMIC
Provisions.
"Class A-3D Certificates": Any one of the Class A-3D
Certificates executed by the Paying Agent
and authenticated and delivered by the
Authenticating Agent, substantially in the
form annexed hereto as Exhibit A-1
and evidencing a Regular Interest in REMIC
II for purposes of the REMIC
Provisions.
"Class A Certificates": Collectively, the Class A-1A
Certificates, the Class A-1B Certificates,
the Class A-2A Certificates, the
Class A-3A Certificates, the Class A-3B
Certificates, the Class A-3C
Certificates and the Class A-3D
Certificates.
"Class A Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the
sum of (i) the Group I Senior
Principal Distribution Amount; (ii) the
Group II Senior Principal Distribution
Amount and (iii) the Group III Senior
Principal Distribution Amount.
"Class CE Certificate": Any one of the Class CE Certificates
executed by the Paying Agent and
authenticated and delivered by the
Authenticating Agent, substantially in the
form annexed hereto as Exhibit A-3
and evidencing a Regular Interest in REMIC
II for purposes of the REMIC
Provisions.
"Class M-1 Certificate": Any one of the Class M-1 Certificates
executed by the Paying Agent and
authenticated and delivered by the
Authenticating Agent, substantially in the
form annexed hereto as Exhibit A-2
and evidencing a Regular Interest in REMIC
II for purposes of the REMIC
Provisions.
"Class M-1 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the
sum of (i) the aggregate Certificate
Principal Balance of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount on such Distribution
Date) and (ii) the Certificate Principal
Balance of the Class M-1 Certificates
immediately prior to such Distribution Date
over (y) the lesser of (A) the
product of (i) approximately 65.50% and
(ii) the aggregate Stated Principal
Balance of the Mortgage Loans as of the
last day of the related Due Period
(after giving effect to scheduled payments
of principal due during the related
Due Period, to the extent received or
advanced, and unscheduled collections of
principal received during the related
Prepayment Period) and (B) the aggregate
Stated Principal Balance of the Mortgage
Loans as of the last day of the related
Due Period (after giving effect to
scheduled payments of principal due during
the related Due Period, to the extent
received or advanced, and unscheduled
collections of principal received during
the related Prepayment Period) minus
$4,095,892.43.
"Class M-2 Certificate": Any one of the Class M-2 Certificates
executed by the Paying Agent and
authenticated and delivered by the
Authenticating Agent, substantially in the
form annexed hereto as Exhibit A-2
and evidencing a Regular Interest in REMIC
II for purposes of the REMIC
Provisions.
"Class M-2 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the
sum of (i) the aggregate Certificate
Principal Balance of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount on such Distribution
Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates
(after taking into account the distribution
of the Class M-1 Principal
Distribution Amount on such Distribution
Date) and (iii) the Certificate
Principal Balance of the Class M-2
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) approximately
71.10% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as
of the last day of the related Due Period
(after giving effect to scheduled
payments of principal due during the
related Due Period, to the extent received
or advanced, and unscheduled collections of
principal received during the
related Prepayment Period) and (B) the
aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the
related Due Period (after giving effect
to scheduled payments of principal due
during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal received
during the related Prepayment Period) minus
$4,095,892.43.
"Class M-3 Certificate": Any one of the Class M-3 Certificates
executed by the Paying Agent and
authenticated and delivered by the
Authenticating Agent, substantially in the
form annexed hereto as Exhibit A-2
and evidencing a Regular Interest in REMIC
II for purposes of the REMIC
Provisions.
"Class M-3 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the
sum of (i) the aggregate Certificate
Principal Balance of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount on such Distribution
Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates
(after taking into account the distribution
of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the
distribution of the Class M-2 Principal
Distribution Amount on such Distribution
Date) and (iv) the Certificate Principal
Balance of the Class M-3 Certificates
immediately prior to such Distribution Date
over (y) the lesser of (A) the
product of (i) approximately 82.10% and
(ii) the aggregate Stated Principal
Balance of the Mortgage Loans as of the
last day of the related Due Period
(after giving effect to scheduled payments
of principal due during the related
Due Period, to the extent received or
advanced, and unscheduled collections of
principal received during the related
Prepayment Period) and (B) the aggregate
Stated Principal Balance of the Mortgage
Loans as of the last day of the related
Due Period (after giving effect to
scheduled payments of principal due during
the related Due Period, to the extent
received or advanced, and unscheduled
collections of principal received during
the related Prepayment Period) minus
$4,095,892.43.
"Class M-4 Certificate": Any one of the Class M-4 Certificates
executed by the Paying Agent and
authenticated and delivered by the
Authenticating Agent, substantially in the
form annexed hereto as Exhibit A-2
and evidencing a Regular Interest in REMIC
II for purposes of the REMIC
Provisions.
"Class M-4 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the
sum of (i) the aggregate Certificate
Principal Balance of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount on such Distribution
Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates
(after taking into account the distribution
of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the
distribution of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates
(after taking into account the distribution
of the Class M-3 Principal
Distribution Amount on such Distribution
Date) and (v) the Certificate Principal
Balance of the Class M-4 Certificates
immediately prior to such Distribution
Date over (y) the lesser of (A) the product
of (i) approximately 85.20% and (ii)
the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day
of the related Due Period (after giving
effect to scheduled payments of
principal due during the related Due
Period, to the extent received or advanced,
and unscheduled collections of principal
received during the related Prepayment
Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as
of the last day of the related Due Period
(after giving effect to scheduled
payments of principal due during the
related Due Period, to the extent received
or advanced, and unscheduled collections of
principal received during the
related Prepayment Period) minus
$4,095,892.43.
"Class M-5 Certificate": Any one of the Class M-5 Certificates
executed by the Paying Agent and
authenticated and delivered by the
Authenticating Agent, substantially in the
form annexed hereto as Exhibit A-2
and evidencing a Regular Interest in REMIC
II for purposes of the REMIC
Provisions.
"Class M-5 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the
sum of (i) the aggregate Certificate
Principal Balance of the Class A
Certificates (after taking into account the
distribution of the Senior Principal
Distribution Amount on such Distribution
Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates
(after taking into account the distribution
of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the
distribution of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates
(after taking into account the distribution
of the Class M-3 Principal
Distribution Amount on such Distribution
Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates
immediately prior to such Distribution
Date (after taking into account the
distribution of the Class M-4 Principal
Distribution Amount on such Distribution
Date) and (vi) the Certificate
Principal Balance of the Class M-5
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) approximately
88.10% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as
of the last day of the related Due Period
(after giving effect to scheduled
payments of principal due during the
related Due Period, to the extent received
or advanced, and unscheduled collections of
principal received during the
related Prepayment Period) and (B) the
aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the
related Due Period (after giving effect
to scheduled payments of principal due
during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal received
during the related Prepayment Period) minus
$4,095,892.43.
"Class M-6 Certificate": Any one of the Class M-6 Certificates
executed by the Paying Agent and
authenticated and delivered by the
Authenticating Agent, substantially in the
form annexed hereto as Exhibit A-2
and evidencing a Regular Interest in REMIC
II for purposes of the REMIC
Provisions.
"Class M-6 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the
sum of (i) the aggregate Certificate
Principal Balance of the Class A
Certificates (after taking into account the
distributions of the Senior Principal
Distribution Amount on such Distribution
Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates
(after taking into account the distribution
of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the
distribution of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates
(after taking into account the distribution
of the Class M-3 Principal
Distribution Amount on such Distribution
Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates
immediately prior to such Distribution
Date (after taking into account the
distribution of the Class M-4 Principal
Distribution Amount on such Distribution
Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates
immediately prior to such Distribution
Date (after taking into account the
distribution of the Class M-5 Principal
Distribution Amount on such Distribution
Date) and (vii) the Certificate
Principal Balance of the Class M-6
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) approximately
90.40% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as
of the last day of the related Due Period
(after giving effect to scheduled
payments of principal due during the
related Due Period, to the extent received
or advanced, and unscheduled collections of
principal received during the
related Prepayment Period) and (B) the
aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the
related Due Period (after giving effect
to scheduled payments of principal due
during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal received
during the related Prepayment Period) minus
$4,095,892.43.
"Class M-7 Certificate": Any one of the Class M-7 Certificates
executed by the Paying Agent and
authenticated and delivered by the
Authenticating Agent, substantially in the
form annexed hereto as Exhibit A-2
and evidencing a Regular Interest in REMIC
II for purposes of the REMIC
Provisions.
"Class M-7 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the
sum of (i) the aggregate Certificate
Principal Balance of the Class A
Certificates (after taking into account the
distribution of the Senior Principal
Distribution Amount on such Distribution
Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates
(after taking into account the distribution
of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the
distribution of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates
(after taking into account the distribution
of the Class M-3 Principal
Distribution Amount on such Distribution
Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates
immediately prior to such Distribution
Date (after taking into account the
distribution of the Class M-4 Principal
Distribution Amount on such Distribution
Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates
immediately prior to such Distribution
Date (after taking into account the
distribution of the Class M-5 Principal
Distribution Amount on such Distribution
Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates
immediately prior to such Distribution
Date (after taking into account the
distribution of the Class M-6 Principal
Distribution Amount on such Distribution
Date) and (viii) the Certificate
Principal Balance of the Class M-7
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) approximately
92.30% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as
of the last day of the related Due Period
(after giving effect to scheduled
payments of principal due during the
related Due Period, to the extent received
or advanced, and unscheduled collections of
principal received during the
related Prepayment Period) and (B) the
aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the
related Due Period (after giving effect
to scheduled payments of principal due
during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal received
during the related Prepayment Period) minus
$4,095,892.43.
"Class M-8 Certificate": Any one of the Class M-8 Certificates
executed by the Paying Agent and
authenticated and delivered by the
Authenticating Agent, substantially in the
form annexed hereto as Exhibit A-2
and evidencing a Regular Interest in REMIC
II for purposes of the REMIC
Provisions.
"Class M-8 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the
sum of (i) the aggregate Certificate
Principal Balance of the Class A
Certificates (after taking into account the
distribution of the Senior Principal
Distribution Amount on such Distribution
Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates
(after taking into account the distribution
of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the
distribution of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates
(after taking into account the distribution
of the Class M-3 Principal
Distribution Amount on such Distribution
Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates
immediately prior to such Distribution
Date (after taking into account the
distribution of the Class M-4 Principal
Distribution Amount on such Distribution
Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates
immediately prior to such Distribution
Date (after taking into account the
distribution of the Class M-5 Principal
Distribution Amount on such Distribution
Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates
immediately prior to such Distribution
Date (after taking into account the
distribution of the Class M-6 Principal
Distribution Amount on such Distribution
Date), (viii) the Certificate Principal
Balance of the Class M-7 Certificates
immediately prior to such Distribution
Date (after taking into account the
distribution of the Class M-7 Principal
Distribution Amount on such Distribution
Date) and (viii) the Certificate
Principal Balance of the Class M-8
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) approximately
94.10% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as
of the last day of the related Due Period
(after giving effect to scheduled
payments of principal due during the
related Due Period, to the extent received
or advanced, and unscheduled collections of
principal received during the
related Prepayment Period) and (B) the
aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the
related Due Period (after giving effect
to scheduled payments of principal due
during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal received
during the related Prepayment Period) minus
$4,095,892.43.
"Class M-9 Certificate": Any one of the Class M-9 Certificates
executed by the Paying Agent and
authenticated and delivered by the
Authenticating Agent, substantially in the
form annexed hereto as Exhibit A-2
and evidencing a Regular Interest in REMIC
II for purposes of the REMIC
Provisions.
"Class M-9 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the
sum of (i) the aggregate Certificate
Principal Balance of the Class A
Certificates (after taking into account the
distribution of the Senior Principal
Distribution Amount on such Distribution
Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates
(after taking into account the distribution
of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the
distribution of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates
(after taking into account the distribution
of the Class M-3 Principal
Distribution Amount on such Distribution
Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates
immediately prior to such Distribution
Date (after taking into account the
distribution of the Class M-4 Principal
Distribution Amount on such Distribution
Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates
immediately prior to such Distribution
Date (after taking into account the
distribution of the Class M-5 Principal
Distribution Amount on such Distribution
Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates
immediately prior to such Distribution
Date (after taking into account the
distribution of the Class M-6 Principal
Distribution Amount on such Distribution
Date), (viii) the Certificate Principal
Balance of the Class M-7 Certificates
immediately prior to such Distribution
Date (after taking into account the
distribution of the Class M-7 Principal
Distribution Amount on such Distribution
Date), (ix) the Certificate Principal
Balance of the Class M-8 Certificates
immediately prior to such Distribution
Date (after taking into account the
distribution of the Class M-8 Principal
Distribution Amount on such Distribution
Date) and (x) the Certificate Principal
Balance of the Class M-9 Certificates
immediately prior to such Distribution
Date over (y) the lesser of (A) the product
of (i) approximately 96.20% and (ii)
the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day
of the related Due Period (after giving
effect to scheduled payments of
principal due during the related Due
Period, to the extent received or advanced,
and unscheduled collections of principal
received during the related Prepayment
Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as
of the last day of the related Due Period
(after giving effect to scheduled
payments of principal due during the
related Due Period, to the extent received
or advanced, and unscheduled collections of
principal received during the
related Prepayment Period) minus
$4,095,892.43.
"Class P Certificate": Any one of the Class P Certificates
executed by the Paying Agent and
authenticated and delivered by the
Authenticating Agent, substantially in the
form annexed hereto as Exhibit A-4
and evidencing a Regular Interest in REMIC
II for purposes of the REMIC
Provisions.
"Class R Certificate": Any one of the Class R Certificates
executed by the Paying Agent and
authenticated and delivered by the
Authenticating Agent, substantially in the
form annexed hereto as Exhibit A-5
and evidencing the ownership of the Class
R-I Interest and the Class R-II
Interest.
"Class R-I Interest": The uncertificated Residual Interest in
REMIC I.
"Class R-II Interest": The uncertificated Residual Interest in
REMIC II.
"Closing Date": May 10, 2005.
"Code": The Internal
Revenue Code of 1986, as amended.
"Collection Account": The account or accounts created and
maintained by the Master Servicer pursuant
to Section 3.10(a), which shall be
entitled, "CitiMortgage, Inc., as Master
Servicer for CitiMortgage, Inc., as
Trust Administrator, in trust for the
registered holders of Citigroup Mortgage
Loan Trust, Asset-Backed Pass-Through
Certificates, Series 2005-HE1." The
Collection Account must be an Eligible
Account.
"Commission": The Securities and Exchange Commission.
"Compensating Interest Payment": With respect to any
Distribution Date and the Countrywide
Mortgage Loans for which a Principal
Prepayment in full or in part was received
during the related Prepayment Period,
an amount equal to the lesser of (a)
one-twelfth of the product of (i) 0.25% and
(ii) the Stated Principal Balance of such
Mortgage Loans or (b) the aggregate
Servicing Fee actually received for such
month for the Mortgage Loans. With
respect to any Distribution Date and any
HomEq Mortgage Loan that was subject to
a voluntary Principal Prepayment in full
during the portion of the related
Prepayment Period occurring between and
including the first day of such
Prepayment Period and the last day of the
calendar month preceding the month in
which the Distribution Date occurs, an
amount equal to the lesser of (i) the
product of (a) the Mortgage Rate for such
Mortgage Loan minus the Servicing Fee
Rate, (b) the amount of the Principal
Prepayment for such Mortgage Loan, (c)
1/360 and (d) the number of days commencing
on the date on which such Principal
Prepayment was applied and ending on the
last day of the calendar month
preceding such Distribution Date and (ii)
the sum of the Servicing Fee payable
to the Servicer and the Prepayment Interest
Excess, in each case with respect to
such Distribution Date.
"Countrywide Mortgage Loans": The Mortgage Loans serviced by
Countrywide Servicing LP.
"Corresponding Certificate": With respect to each REMIC I
Regular Interest, the Class of Regular
Certificates listed below:
REMIC I Regular Interest
Class
------------------------
-----
I-LTA1A
Class A-1A
I-LTA1B
Class A-1B
I-LTA2A
Class A-2A
I-LTA3A
Class A-3A
I-LTA3B
Class A-3B
I-LTA3C
Class A-3C
I-LTA3D
Class A-3D
I-LTM1
Class M-1
I-LTM2
Class M-2
I-LTM3
Class M-3
I-LTM4
Class M-4
I-LTM5
Class M-5
I-LTM6
Class M-6
I-LTM7
Class M-7
I-LTM8
Class M-8
I-LTM9
Class M-9
I-LTP
Class P
"Corporate Trust Office": The principal corporate trust office
of the Trustee, the Paying Agent, the
Certificate Registrar or the
Authenticating Agent, as the case may be,
at which at any particular time its
corporate trust business in connection with
this Agreement shall be
administered, which office at the date of
the execution of this instrument is
located at (i) with respect to the Trustee,
U.S. Bank National Association, One
Federal Street, 3rd Floor, Boston,
Massachusetts 02110, Attention: Corporate
Trust Services, or at such other address as
the Trustee may designate from time
to time by notice to the
Certificateholders, the Depositor, the Master Servicer,
the Paying Agent, the Certificate
Registrar, the Authenticating Agent and the
Trust Administrator and (ii) with respect
to the Paying Agent, the Certificate
Registrar and the Authenticating Agent,
Citibank, N.A., as Paying Agent, as
Certificate Registrar or as Authenticating
Agent, as the case may be, 388
Greenwich Street, 14th Floor, New York, New
York 10013, or at such other address
as the Paying Agent, the Certificate
Registrar and the Authenticating Agent may
designate from time to time by notice to
the Certificateholders, the Depositor,
the Master Servicer, the Trust
Administrator and the Trustee.
"Credit Risk Manager": The Murrayhill Company, a Colorado
corporation, and its successors and
assigns.
"Credit Risk Management Agreement": The respective agreements,
each dated as of the Closing Date, between
the Credit Risk Manager and the
Initial Sub-Servicers and/or Master
Servicer, regarding the loss mitigation and
advisory services to be provided by the
Credit Risk Manager.
"Credit Risk Manager Fee": With respect to any Distribution
Date, an amount equal to the Credit Risk
Manager Fee Rate accrued for one month
on the aggregate Stated Principal Balance
of the Mortgage Loans as of the first
day of the related Due Period.
"Credit Risk Manager Fee Rate": 0.015% per annum.
"Custodian": A document custodian appointed by the Trustee to
perform (or in the case of the initial
Custodian otherwise engaged to perform)
custodial duties with respect to the
Mortgage Files. The initial Custodian is
Citibank West, FSB. A Custodian may be the
Trustee, any Affiliate of the Trustee
or an independent entity.
"Custodial Agreement": An agreement pursuant to which a
Custodian performs custodial duties with
respect to the Mortgage Files. With
respect to the initial Custodian, the
applicable agreement pursuant to which the
Initial Custodian performs its custodial
duties with respect to the Mortgage
Files.
"Cut-off Date": With respect to each Original Mortgage Loan,
May 1, 2005. With respect to all Qualified
Substitute Mortgage Loans, their
respective dates of substitution.
References herein to the "Cut-off Date," when
used with respect to more than one Mortgage
Loan, shall be to the respective
Cut-off Dates for such Mortgage Loans.
"Debt Service Reduction": With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment
for such Mortgage Loan by a court of
competent jurisdiction in a proceeding
under the Bankruptcy Code, except such a
reduction resulting from a Deficient
Valuation.
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation of the related Mortgaged Property
by a court of competent jurisdiction
in an amount less than the then outstanding
Stated Principal Balance of the
Mortgage Loan, which valuation results from
a proceeding initiated under the
Bankruptcy Code.
"Definitive Certificates": As defined in Section 5.01(b).
"Deleted Mortgage Loan": A Mortgage Loan replaced or to be
replaced by a Qualified Substitute Mortgage
Loan.
"Delinquency Percentage": As of the last day of the related
Due Period, the percentage equivalent of a
fraction, the numerator of which is
the aggregate Stated Principal Balance of
the Mortgage Loans that, as of the
last day of the previous calendar month,
are 60 or more days delinquent, are in
foreclosure, have been converted to REO
Properties or in bankruptcy (and
delinquent 60 days or more), and the
denominator of which is the aggregate
Stated Principal Balance of the Mortgage
Loans and REO Properties as of the last
day of the previous calendar month.
"Depositor": Citigroup Mortgage Loan Trust Inc., a Delaware
corporation, or its successor in
interest.
"Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of
the initial Depository, for purposes
of registering those Certificates that are
to be Book-Entry Certificates, is
CEDE & Co. The Depository shall at all
times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New
York and a "clearing agency" registered
pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934,
as amended.
"Depository Institution": Any depository institution or trust
company, including the Trustee and the
Trust Administrator, that (a) is
incorporated under the laws of the United
States of America or any State
thereof, (b) is subject to supervision and
examination by federal or state
banking authorities and (c) has, or is a
subsidiary of a holding company that
has, an outstanding unsecured commercial
paper or other short-term unsecured
debt obligations that are rated in the
highest rating category (P-1 by Moody's,
F-1 by Fitch (if rated by Fitch) and A-1 by
S&P) by the Rating Agencies (or a
comparable rating if S&P, Moody's and
Fitch are not the Rating Agencies).
"Depository Participant": A broker, dealer, bank or other
financial institution or other Person for
whom from time to time a Depository
effects book-entry transfers and pledges of
securities deposited with the
Depository.
"Determination Date": With respect to each Distribution Date,
the 18th day of the calendar month in which
such Distribution Date occurs or, if
such 18th day is not a Business Day, the
Business Day immediately following such
18th day; provided, however, that respect
to each Distribution Date and any
Mortgage Loans subject to an Initial
Sub-Servicing Agreement, the Determination
Date shall be the date, relating to such
Distribution Date, after which any
Monthly Payments received are not reported
by the related Sub-Servicer as having
been received for inclusion in the amounts
remitted by such Sub-Servicer on the
related remittance date under the
applicable Sub-Servicing Agreement in respect
of Monthly Payments on the related Mortgage
Loans.
"Directly Operate": With respect to any REO Property, the
furnishing or rendering of services to the
tenants thereof, the management or
operation of such REO Property, the holding
of such REO Property primarily for
sale to customers, the performance of any
construction work thereon or any use
of such REO Property in a trade or business
conducted by REMIC I, other than
through an Independent Contractor;
provided, however, that the Trustee (or the
Master Servicer on behalf of the Trustee)
shall not be considered to Directly
Operate an REO Property solely because the
Trustee (or the Master Servicer on
behalf of the Trustee) establishes rental
terms, chooses tenants, enters into or
renews leases, deals with taxes and
insurance, or makes decisions as to repairs
or capital expenditures with respect to
such REO Property.
"Disqualified Organization": Any of the following: (i) the
United States, any State or political
subdivision thereof, any possession of the
United States, or any agency or
instrumentality of any of the foregoing (other
than an instrumentality which is a
corporation if all of its activities are
subject to tax and, except for Freddie Mac,
a majority of its board of directors
is not selected by such governmental unit),
(ii) any foreign government, any
international organization, or any agency
or instrumentality of any of the
foregoing, (iii) any organization (other
than certain farmers' cooperatives
described in Section 521 of the Code) which
is exempt from the tax imposed by
Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on
unrelated business taxable income), (iv)
rural electric and telephone
cooperatives described in Section
1381(a)(2)(C) of the Code, (v) an "electing
large partnership" within the meaning of
Section 775 of the Code and (vi) any
other Person so designated by the Trustee
based upon an Opinion of Counsel that
the holding of an Ownership Interest in a
Residual Certificate by such Person
may cause any REMIC or any Person having an
Ownership Interest in any Class of
Certificates (other than such Person) to
incur a liability for any federal tax
imposed under the Code that would not
otherwise be imposed but for the Transfer
of an Ownership Interest in a Residual
Certificate to such Person. The terms
"United States," "State" and "international
organization" shall have the
meanings set forth in Section 7701 of the
Code or successor provisions.
"Distribution Account": The trust account or accounts created
and maintained by the Paying Agent pursuant
to Section 3.10(b) which shall be
entitled "Citibank, N.A., as Paying Agent,
in trust for the registered holders
of Citigroup Mortgage Loan Trust Inc.,
Asset-Backed Pass- Through Certificates,
Series 2005-HE1." The Distribution Account
must be an Eligible Account.
"Distribution Date": The 25th day of any month, or if such
25th day is not a Business Day, the
Business Day immediately following such 25th
day, commencing in June 2005.
"DOL": The United States Department of Labor or any successor
in interest.
"DOL Regulations": The regulations promulgated by the DOL at
29 C.F.R.ss.2510.3-101.
"Due Date": With respect to each Distribution Date, the first
day of the calendar month in which such
Distribution Date occurs, which is the
day of the month on which the Monthly
Payment is due on a Mortgage Loan,
exclusive of any days of grace.
"Due Period": With respect to any Distribution Date, the
period commencing on the second day of the
calendar month preceding the calendar
month in which such Distribution Date
occurs and ending on the related Due Date.
"Eligible Account": Any of (i) an account or accounts
maintained with a Depository Institution,
(ii) an account or accounts the
deposits in which are fully insured by the
FDIC or (iii) a trust account or
accounts maintained with the corporate
trust department of a federal or state
chartered depository institution or trust
company acting in its fiduciary
capacity. Eligible Accounts may bear
interest.
"ERISA": The Employee Retirement Income Security Act of 1974,
as amended.
"Estate in Real Property": A fee simple estate in a parcel of
land.
"Excess Overcollateralized Amount": With respect to the Class
A Certificates and the Mezzanine
Certificates and any Distribution Date, the
excess, if any, of (i) the
Overcollateralized Amount for such Distribution Date
(calculated for this purpose only after
assuming that 100% of the Principal
Remittance Amount on such Distribution Date
has been distributed) over (ii) the
Overcollateralization Target Amount for
such Distribution Date.
"Expense Adjusted Maximum Mortgage Rate": With respect to any
Mortgage Loan (or the related REO Property)
as of any date of determination, a
per annum rate of interest equal to the
then applicable Maximum Mortgage Rate
(or Mortgage Rate, in the case of any
fixed-rate Mortgage Loan) for such
Mortgage Loan minus the sum of the (i) the
applicable Servicing Fee Rate, (ii)
the Administration Fee Rate and (iii) the
Credit Risk Manager Fee Rate.
"Expense Adjusted Mortgage Rate": With respect to any Mortgage
Loan (or the related REO Property) as of
any date of determination, a per annum
rate of interest equal to the then
applicable Mortgage Rate for such Mortgage
Loan minus the sum of the (i) the
applicable Servicing Fee Rate, (ii) the
Administration Fee Rate and (iii) the
Credit Risk Manager Fee Rate.
"Extraordinary Trust Fund Expenses": Any amounts reimbursable
to the Master Servicer or the Depositor
pursuant to Section 6.03, any amounts
payable from the Distribution Account in
respect of taxes pursuant to Section
10.01(g)(iii), any amounts reimbursable to
the Trustee, the Trust Administrator,
Citibank or a Custodian from the Trust Fund
pursuant to Section 2.01 or Section
8.05 and any other costs, expenses,
liabilities and losses borne by the Trust
Fund (exclusive of any cost, expense,
liability or loss that is specific to a
particular Mortgage Loan or REO Property
and is taken into account in
calculating a Realized Loss in respect
thereof) for which the Trust Fund has not
and, in the reasonable good faith judgment
of the Trust Administrator, shall
not, obtain reimbursement or
indemnification from any other Person.
"Fannie Mae": Fannie Mae, formerly known as the Federal
National Mortgage Association, or any
successor thereto.
"FDIC": Federal Deposit Insurance Corporation or any successor
thereto.
"Final Recovery Determination": With respect to any defaulted
Mortgage Loan or any REO Property (other
than a Mortgage Loan or REO Property
purchased by the Seller, the Depositor or
the Master Servicer pursuant to or as
contemplated by Section 2.03 or Section
9.01), a determination made by the
Master Servicer that all Liquidation
Proceeds have been recovered. The Master
Servicer shall maintain records of each
Final Recovery Determination made
thereby.
"Fitch": Fitch Ratings, or its successor in interest.
"Floating Rate Certificates": The Class A Certificates and the
Mezzanine Certificates.
"Formula Rate": With respect to any Distribution Date and each
Class of Floating Rate Certificates, the
lesser of (i) One-Month LIBOR plus the
related Certificate Margin and (ii) the
related Maximum Cap Rate.
"Freddie Mac": Freddie Mac, formally known as the Federal Home
Loan Mortgage Corporation, or any successor
thereto.
"Gross Margin": With respect to each Adjustable-Rate Mortgage
Loan, the fixed percentage set forth in the
related Mortgage Note that is added
to the Index on each Adjustment Date in
accordance with the terms of the related
Mortgage Note used to determine the
Mortgage Rate for such Adjustable-Rate
Mortgage Loan.
"Group I Allocation Percentage": With respect to the Group I
Certificates and any Distribution Date, the
percentage equivalent of a fraction,
the numerator of which is (x) the Group I
Principal Remittance Amount for such
Distribution Date and the denominator of
which is (y) the Principal Remittance
Amount for such Distribution Date.
"Group I Cap Contract": The cap contract between the Trustee
on behalf of the Trust and the counterparty
thereunder for the benefit of the
Holders of the Group I Certificates in the
form attached hereto as Exhibit I.
"Group I Certificates": The Class A-1A and Class A-1B
Certificates.
"Group I Interest Remittance Amount": For any Distribution
Date, that portion of the Available
Distribution Amount for the related
Distribution Date that represents interest
received or advanced on the Group I
Mortgage Loans and Compensating Interest on
the Group I Mortgage Loans (net of
Servicing Fees, Administration Fees and
Credit Risk Manager Fees).
"Group I Mortgage Loan": A Mortgage Loan assigned to Loan
Group I. All Group I Mortgage Loans have a
principal balance at origination that
conforms to Fannie Mae loan limits.
"Group I Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the
principal portion of each Monthly Payment
due on the Group I Mortgage Loans during
the related Due Period, whether or not
received on or prior to the related
Determination Date; (ii) the Stated
Principal Balance of any Group I Mortgage
Loan that was purchased during the
related Prepayment Period pursuant to or as
contemplated by Section 2.03 or
Section 9.01 and the amount of any
shortfall deposited in the Collection Account
in connection with the substitution of a
Deleted Mortgage Loan pursuant to
Section 2.03 during the related Prepayment
Period; (iii) the principal portion
of all other unscheduled collections
(including, without limitation, Principal
Prepayments, Insurance Proceeds,
Liquidation Proceeds, Subsequent Recoveries and
REO Principal Amortization) received on the
Group I Mortgage Loans during the
related Prepayment Period, net of any
portion thereof that represents a recovery
of principal for which an Advance was made
by the Master Servicer pursuant to
Section 4.03 in respect of a preceding
Distribution Date and (iv) the Group I
Allocation Percentage of any
Overcollateralization Increase Amount for such
Distribution Date minus (v) the Group I
Allocation Percentage of any
Overcollateralization Reduction Amount for
such Distribution Date. In no event
will the Principal Distribution Amount with
respect to any Distribution Date be
(x) less than zero or (y) greater than the
then outstanding aggregate
Certificate Principal Balance of the
Floating Rate Certificates.
"Group I Principal Remittance Amount": For any Distribution
Date, that portion of the Available
Distribution Amount equal to the sum of the
amounts set forth in (i) through (iii) of
the definition of Group I Principal
Distribution Amount.
"Group I Senior Principal Distribution Amount": With respect
to any Distribution Date, the excess of (x)
the aggregate Certificate Principal
Balance of the Group I Certificates
immediately prior to such Distribution Date
over (y) the lesser of (A) the product of
(i) approximately 55.10% and (ii) the
aggregate Stated Principal Balance of the
Group I Mortgage Loans as of the last
day of the related Due Period (after giving
effect to scheduled payments of
principal due during the related Due
Period, to the extent received or advanced,
and unscheduled collections of principal
received during the related Prepayment
Period) and (B) the aggregate Stated
Principal Balance of the Group I Mortgage
Loans as of the last day of the related Due
Period (after giving effect to
scheduled payments of principal due during
the related Due Period, to the extent
received or advanced, and unscheduled
collections of principal received during
the related Prepayment Period) minus
$1,110,734.98.
"Group II Allocation Percentage": With respect to the Group II
Certificates and any Distribution Date, the
percentage equivalent of a fraction,
the numerator of which is (x) the Group II
Principal Remittance Amount for such
Distribution Date and the denominator of
which is (y) the Principal Remittance
Amount for such Distribution Date.
"Group II Cap Contract": The cap contract between the Trustee
on behalf of the Trust and the counterparty
thereunder for the benefit of the
Holders of the Group II Certificates in the
form attached hereto as Exhibit I.
"Group II Certificates": The Class A-2A Certificates.
"Group II Interest Remittance Amount": For any Distribution
Date, that portion of the Available
Distribution Amount for the related
Distribution Date that represents interest
received or advanced on the Group II
Mortgage Loans and Compensating Interest on
the Group II Mortgage Loans (net of
Servicing Fees, Administration Fees and
Credit Risk Manager Fees).
"Group II Mortgage Loan": A Mortgage Loan assigned to Loan
Group II. All Group II Mortgage Loans have
a principal balance at origination
that conforms to Freddie Mac loan
limits.
"Group II Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the
principal portion of each Monthly Payment
due on the Group II Mortgage Loans during
the related Due Period, whether or not
received on or prior to the related
Determination Date; (ii) the Stated
Principal Balance of any Group II Mortgage
Loan that was purchased during the
related Prepayment Period pursuant to or as
contemplated by Section 2.03 or
Section 9.01 and the amount of any
shortfall deposited in the Collection Account
in connection with the substitution of a
Deleted Mortgage Loan pursuant to
Section 2.03 during the related Prepayment
Period; (iii) the principal portion
of all other unscheduled collections
(including, without limitation, Principal
Prepayments, Insurance Proceeds,
Liquidation Proceeds, Subsequent Recoveries and
REO Principal Amortization) received on the
Group II Mortgage Loans during the
related Prepayment Period, net of any
portion thereof that represents a recovery
of principal for which an Advance was made
by the Master Servicer pursuant to
Section 4.03 in respect of a preceding
Distribution Date and (iv) the Group II
Allocation Percentage of any
Overcollateralization Increase Amount for such
Distribution Date minus (v) the Group II
Allocation Percentage of any
Overcollateralization Reduction Amount for
such Distribution Date. In no event
will the Principal Distribution Amount with
respect to any Distribution Date be
(x) less than zero or (y) greater than the
then outstanding aggregate
Certificate Principal Balance of the
Floating Rate Certificates.
"Group II Principal Remittance Amount": For any Distribution
Date, that portion of the Available
Distribution Amount equal to the sum of the
amounts set forth in (i) through (iii) of
the definition of Group II Principal
Distribution Amount.
"Group II Senior Principal Distribution Amount": With respect
to any Distribution Date, the excess of (x)
the aggregate Certificate Principal
Balance of the Group II Certificates
immediately prior to such Distribution Date
over (y) the lesser of (A) the product of
(i) approximately 55.10% and (ii) the
aggregate Stated Principal Balance of the
Group II Mortgage Loans as of the last
day of the related Due Period (after giving
effect to scheduled payments of
principal due during the related Due
Period, to the extent received or advanced,
and unscheduled collections of principal
received during the related Prepayment
Period) and (B) the aggregate Stated
Principal Balance of the Group II Mortgage
Loans as of the last day of the related Due
Period (after giving effect to
scheduled payments of principal due during
the related Due Period, to the extent
received or advanced, and unscheduled
collections of principal received during
the related Prepayment Period) minus
$841,234.56.
"Group III Allocation Percentage": With respect to the Group
III Certificates and any Distribution Date,
the percentage equivalent of a
fraction, the numerator of which is (x) the
Group III Principal Remittance
Amount for such Distribution Date and the
denominator of which is (y) the
Principal Remittance Amount for such
Distribution Date.
"Group III Cap Contract": The cap contract between the Trustee
on behalf of the Trust and the counterparty
thereunder for the benefit of the
Holders of the Group III Certificates in
the form attached hereto as Exhibit I.
"Group III Certificates": The Class A-3A, Class A-3B, Class
A-3C and Class A-3D Certificates.
"Group III Interest Remittance Amount": For any Distribution
Date, that portion of the Available
Distribution Amount for the related
Distribution Date that represents interest
received or advanced on the Group III
Mortgage Loans and Compensating Interest on
the Group III Mortgage Loans (net of
Servicing Fees, Administration Fees and
Credit Risk Manager Fees).
"Group III Mortgage Loan": A Mortgage Loan assigned to Loan
Group III. All Group III Mortgage Loans
have a principal balance at origination
that may or may not conform to Fannie Mae
and Freddie Mac loan limits.
"Group III Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the
principal portion of each Monthly Payment
due on the Group III Mortgage Loans during
the related Due Period, whether or
not received on or prior to the related
Determination Date; (ii) the Stated
Principal Balance of any Group III Mortgage
Loan that was purchased during the
related Prepayment Period pursuant to or as
contemplated by Section 2.03 or
Section 9.01 and the amount of any
shortfall deposited in the Collection Account
in connection with the substitution of a
Deleted Mortgage Loan pursuant to
Section 2.03 during the related Prepayment
Period; (iii) the principal portion
of all other unscheduled collections
(including, without limitation, Principal
Prepayments, Insurance Proceeds,
Liquidation Proceeds, Subsequent Recoveries and
REO Principal Amortization) received on the
Group III Mortgage Loans during the
related Prepayment Period, net of any
portion thereof that represents a recovery
of principal for which an Advance was made
by the Master Servicer pursuant to
Section 4.03 in respect of a preceding
Distribution Date and (iv) the Group III
Allocation Percentage of any
Overcollateralization Increase Amount for such
Distribution Date minus (v) the Group III
Allocation Percentage of any
Overcollateralization Reduction Amount for
such Distribution Date. In no event
will the Principal Distribution Amount with
respect to any Distribution Date be
(x) less than zero or (y) greater than the
then outstanding aggregate
Certificate Principal Balance of the
Floating Rate Certificates.
"Group III Principal Remittance Amount": For any Distribution
Date, that portion of the Available
Distribution Amount equal to the sum of the
amounts set forth in (i) through (iii) of
the definition of Group III Principal
Distribution Amount.
"Group III Senior Principal Distribution Amount": With respect
to any Distribution Date, the excess of (x)
the aggregate Certificate Principal
Balance of the Group III Certificates
immediately prior to such Distribution
Date over (y) the lesser of (A) the product
of (i) approximately 55.10% and (ii)
the aggregate Stated Principal Balance of
the Group III Mortgage Loans as of the
last day of the related Due Period (after
giving effect to scheduled payments of
principal due during the related Due
Period, to the extent received or advanced,
and unscheduled collections of principal
received during the related Prepayment
Period) and (B) the aggregate Stated
Principal Balance of the Group III Mortgage
Loans as of the last day of the related Due
Period (after giving effect to
scheduled payments of principal due during
the related Due Period, to the extent
received or advanced, and unscheduled
collections of principal received during
the related Prepayment Period) minus
$2,143,922.88.
"Highest Priority": As of any date of determination, the Class
of Mezzanine Certificates then outstanding
with a Certificate Principal Balance
greater than zero, with the highest
priority for payments pursuant to Section
4.01, in the following order: Class M-1,
Class M-2, Class M-3, Class M-4, Class
M-5, Class M-6, Class M-7, Class M-8 and
Class M-9 Certificates.
"HomEq Mortgage Loans": The Mortgage Loans serviced by HomEq
Servicing Corporation.
"Indenture": An indenture relating to the issuance of notes
secured by the Class CE Certificates, the
Class P Certificates and/or the Class
R Certificates (or any portion
thereof).
"Independent": When used with respect to any specified
Person, any such Person who (a) is in fact
independent of the Depositor, the
Master Servicer and their respective
Affiliates, (b) does not have any direct
financial interest in or any material
indirect financial interest in the
Depositor, the Master Servicer or any
Affiliate thereof, and (c) is not
connected with the Depositor, the Master
Servicer or any Affiliate thereof as an
officer, employee, promoter, underwriter,
trustee, partner, director or Person
performing similar functions; provided,
however, that a Person shall not fail to
be Independent of the Depositor, the Master
Servicer or any Affiliate thereof
merely because such Person is the
beneficial owner of 1% or less of any class of
securities issued by the Depositor or the
Master Servicer or any Affiliate
thereof, as the case may be.
"Independent Contractor": Either (i) any Person (other than
the Master Servicer) that would be an
"independent contractor" with respect to
any REMIC within the meaning of Section
856(d)(3) of the Code if any REMIC were
a real estate investment trust (except that
the ownership tests set forth in
that section shall be considered to be met
by any Person that owns, directly or
indirectly, 35% or more of any Class of
Certificates), so long as any REMIC does
not receive or derive any income from such
Person and provided that the
relationship between such Person and any
REMIC is at arm's length, all within
the meaning of Treasury Regulation Section
1.856-4(b)(5), or (ii) any other
Person (including the Master Servicer) if
the Trust Administrator has received
an Opinion of Counsel for the benefit of
the Trustee and the Trust Administrator
to the effect that the taking of any action
in respect of any REO Property by
such Person, subject to any conditions
therein specified, that is otherwise
herein contemplated to be taken by an
Independent Contractor will not cause such
REO Property to cease to qualify as
"foreclosure property" within the meaning of
Section 860G(a)(8) of the Code (determined
without regard to the exception
applicable for purposes of Section 860D(a)
of the Code), or cause any income
realized in respect of such REO Property to
fail to qualify as Rents from Real
Property.
"Index": With respect to each Adjustable-Rate Mortgage Loan
and each related Adjustment Date, the index
specified in the related Mortgage
Note.
"Initial Sub-Servicers": Countrywide Home Loans Servicing, LP
and HomEq Servicing Corporation.
"Initial Sub-Servicing Agreement": With respect to the
Countrywide Mortgage Loans, the Loan
Servicing Rights Purchase and Servicing
Agreement, dated January 12, 2005, between
Countrywide and the Seller, as
modified as of the date hereof with respect
to the Countrywide Mortgage Loans in
the Trust Fund. With respect to the HomEq
Mortgage Loans, the Servicing Rights
Purchase and Servicing Agreement, dated May
1, 2005, between HomEq Servicing
Corproation and the Seller, as modified as
of the date hereof with respect to
the HomEq Mortgage Loans in the Trust
Fund.
"Insurance Proceeds": Proceeds of any title policy, hazard
policy or other insurance policy covering a
Mortgage Loan, to the extent such
proceeds are not to be applied to the
restoration of the related Mortgaged
Property or released to the Mortgagor in
accordance with the procedures that the
Master Servicer would follow in servicing
mortgage loans held for its own
account, subject to the terms and
conditions of the related Mortgage Note and
Mortgage.
"Interest
Accrual Period": With respect to any Distribution
Date and the Floating Rate Certificates,
the period commencing on the
Distribution Date of the month immediately
preceding the month in which such
Distribution Date occurs (or, in the case
of the first Distribution Date,
commencing on the Closing Date) and ending
on the day preceding such
Distribution Date. With respect to any
Distribution Date and the Class CE
Certificates and the REMIC Regular
Interests, the one-month period ending on the
last day of the calendar month preceding
the month in which such Distribution
Date occurs.
"Interest Carry Forward Amount": With respect to any
Distribution Date and the Class A
Certificates or the Mezzanine Certificates,
the sum of (i) the amount, if any, by which
(a) the Interest Distribution Amount
for such Class of Certificates as of the
immediately preceding Distribution Date
exceeded (b) the actual amount distributed
on such Class of Certificates in
respect of interest on such immediately
preceding Distribution Date, (ii) the
amount of any Interest Carry Forward Amount
for such Class of Certificates
remaining unpaid from the previous
Distribution Date and (iii) accrued interest
on the sum of (i) and (ii) above calculated
at the related Pass-Through Rate for
the most recently ended Interest Accrual
Period.
"Interest Determination Date": With respect to the Floating
Rate Certificates and REMIC I Regular
Interest I-LTA1A, REMIC I Regular Interest
I-LTA1B, REMIC I Regular Interest I-LTA2A,
REMIC I Regular Interest I-LTA3A,
REMIC I Regular Interest I-LTA3B, REMIC I
Regular Interest I-LTA3C, REMIC I
Regular Interest I-LTA3D, REMIC I Regular
Interest I-LTM1, REMIC I Regular
Interest I-LTM2, REMIC I Regular Interest
I-LTM3, REMIC I Regular Interest
I-LTM4, REMIC I Regular Interest I-LTM5,
REMIC I Regular Interest I-LTM6, REMIC
I Regular Interest I-LTM7, REMIC I Regular
Interest I-LTM8 and REMIC I Regular
Interest I-LTM9, and any Interest Accrual
Period therefor, the second London
Business Day preceding the commencement of
such Interest Accrual Period.
"Interest Distribution Amount": With respect to any Floating
Rate Certificate and the Class CE
Certificates and each Distribution Date,
interest accrued during the related
Interest Accrual Period at the Pass-Through
Rate for such Certificate for such
Distribution Date on the Certificate
Principal Balance, in the case of the
Floating Rate Certificates, or on the
Notional Amount, in the case of the Class
CE Certificates, of such Certificate
immediately prior to such Distribution
Date. The Class P Certificates is not
entitled to distributions in respect of
interest and, accordingly, shall not
accrue interest. All distributions of
interest on the Floating Rate Certificates
shall be calculated on the basis of a
360-day year and the actual number of days
in the applicable Interest Accrual Period.
All distributions of interest on the
Class CE Certificates shall be based on a
360-day year consisting of twelve
30-day months. The Interest Distribution
Amount with respect to each
Distribution Date, as to any Floating Rate
Certificate or the Class CE
Certificates, shall be reduced by an amount
equal to the portion allocable to
such Certificate pursuant to Section 1.02
hereof of the sum of (a) the aggregate
Prepayment Interest Shortfall, if any, for
such Distribution Date to the extent
not covered by payments pursuant to Section
3.24 and (b) the aggregate amount of
any Relief Act Interest Shortfall, if any,
for such Distribution Date.
"Late Collections": With respect to any Mortgage Loan, all
amounts received subsequent to the
Determination Date immediately following any
Due Period, whether as late payments of
Monthly Payments or as Insurance
Proceeds, Liquidation Proceeds or
otherwise, which represent late payments or
collections of principal and/or interest
due (without regard to any acceleration
of payments under the related Mortgage and
Mortgage Note) but delinquent for
such Due Period and not previously
recovered.
"Liquidation Event": With respect to any Mortgage Loan, any of
the following events: (i) such Mortgage
Loan is paid in full; (ii) a Final
Recovery Determination is made as to such
Mortgage Loan; or (iii) such Mortgage
Loan is removed from any REMIC by reason of
its being purchased, sold or
replaced pursuant to or as contemplated by
Section 2.03 or Section 9.01. With
respect to any REO Property, either of the
following events: (i) a Final
Recovery Determination is made as to such
REO Property; or (ii) such REO
Property is removed from REMIC I by reason
of its being purchased pursuant to
Section 9.01.
"Liquidation Proceeds": The amount (including any Insurance
Proceeds or amounts received in respect of
the rental of any REO Property prior
to REO Disposition) received by the Master
Servicer in connection with (i) the
taking of all or a part of a Mortgaged
Property by exercise of the power of
eminent domain or condemnation, (ii) the
liquidation of a defaulted Mortgage
Loan through a trustee's sale, foreclosure
sale or otherwise, or (iii) the
repurchase, substitution or sale of a
Mortgage Loan or an REO Property pursuant
to or as contemplated by Section 2.03,
Section 3.23 or Section 9.01.
"Loan-to-Value Ratio": As of any date of determination, the
fraction, expressed as a percentage, the
numerator of which is the principal
balance of the related Mortgage Loan at
such date and the denominator of which
is the Value of the related Mortgaged
Property.
"Loan Group": Loan Group I, Loan Group II or Loan Group III,
as the context requires.
"Loan Group I": The group of Mortgage Loans identified in the
Mortgage Loan Schedule as having been
assigned to Loan Group I.
"Loan
Group II": The group of Mortgage Loans identified in the
Mortgage Loan Schedule as having been
assigned to Loan Group II.
"Loan Group III": The group of Mortgage Loans identified in
the Mortgage Loan Schedule as having been
assigned to Loan Group III.
"London Business Day": Any day on which banks in the City of
London and New York are open and conducting
transactions in United States
dollars.
"Marker Rate": With respect to the Class CE Certificates and
any Distribution Date, a per annum rate
equal to two (2) times the weighted
average of the REMIC I Remittance Rate for
REMIC I Regular Interest I-LTA1A,
REMIC I Regular Interest I-LTA1B, REMIC I
Regular Interest I-LTA2A, REMIC I
Regular Interest I-LTA3A, REMIC I Regular
Interest I-LTA3B, REMIC I Regular
Interest I-LTA3C, REMIC I Regular Interest
I-LTA3D, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2,
REMIC I Regular Interest I-LTM3, REMIC
I Regular Interest I-LTM4, REMIC I Regular
Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest
I-LTM7, REMIC I Regular Interest
I-LTM8, REMIC I Regular Interest I-LTM9 and
REMIC I Regular Interest I-LTZZ,
with the rate on each such REMIC I Regular
Interest (other than REMIC I Regular
Interest I-LTZZ) subject to a cap equal to
the lesser of (i) One-Month LIBOR
plus the related Certificate Margin for the
related Corresponding Certificate
and (ii) the related Net WAC Pass-Through
Rate for the related Corresponding
Certificate for the purpose of this
calculation for such Distribution Date and
with the rate on REMIC I Regular Interest
I-LTZZ subject to a cap of zero for
the purpose of this calculation; provided,
however, the cap on REMIC I Regular
Interest I-LTA1A, REMIC I Regular Interest
I-LTA1B, REMIC I Regular Interest
I-LTA2A, REMIC I Regular Interest I-LTA3A,
REMIC I Regular Interest I-LTA3B,
REMIC I Regular Interest I-LTA3C, REMIC I
Regular Interest I-LTA3D, REMIC I
Regular Interest I-LTM1, REMIC I Regular
Interest I-LTM2, REMIC I Regular
Interest I-LTM3, REMIC I Regular Interest
I-LTM4, REMIC I Regular Interest
I-LTM5, REMIC I Regular Interest I-LTM6,
REMIC I Regular Interest I-LTM7, REMIC
I Regular Interest I-LTM8 and REMIC I
Regular Interest I-LTM9 shall be
multiplied by a fraction, the numerator of
which is the actual number of days
elapsed in the related Interest Accrual
Period and the denominator of which is
30.
"Master Agreement": Any of the Master Mortgage Loan Purchase
and Interim Servicing Agreement between an
Originator and the Seller.
"Master Servicer": CitiMortgage, Inc. or any successor master
servicer appointed as herein provided, in
its capacity as Master Servicer
hereunder.
"Master Servicer Certification": A written certification,
substantially in the form attached hereto
as Exhibit H, covering servicing of
the Mortgage Loans by the Initial
Sub-Servicers and signed by an officer of the
Master Servicer that complies with (i) the
Sarbanes-Oxley Act of 2002, as
amended from time to time, and (ii) the
February 21, 2003 Statement by the Staff
of the Division of Corporation Finance of
the Securities and Exchange Commission
Regarding Compliance by Asset-Backed
Issuers with Exchange Act Rules 13a-14 and
15d-14, as in effect from time to time;
provided that if, after the Closing Date
(a) the Sarbanes-Oxley Act of 2002 is
amended, (b) the Statement referred to in
clause (ii) is modified or superseded by
any subsequent statement, rule or
regulation of the Securities and Exchange
Commission or any statement of a
division thereof, or (c) any future
releases, rules and regulations are
published by the Securities and Exchange
Commission from time to time pursuant
to the Sarbanes-Oxley Act of 2002, which in
any such case affects the form or
substance of the required certification and
results in the required
certification being, in the reasonable
judgment of the Master Servicer,
materially more onerous than the form of
the required certification as of the
Closing Date, the Master Servicer
Certification shall be as agreed to by the
Master Servicer and the Depositor following
a negotiation in good faith to
determine how to comply with any such new
requirements.
"Master Servicer Event of Default": One or more of the events
described in Section 7.01.
"Master Servicer Remittance Date": With respect to any
Distribution Date, 12:00 p.m. New York time
on the Business Day preceding the
Distribution Date or if the Collection
Account is held at Citibank, 12:00 p.m.
New York time on the Distribution Date.
"Maximum Cap Rate": For any Distribution Date with respect to
the Group I Certificates, a per annum rate
equal to the product of (x) the
weighted average of the Expense Adjusted
Net Maximum Mortgage Rates of the Group
I Mortgage Loans, weighted on the basis of
the outstanding Stated Principal
Balances of the Group I Mortgage Loans as
of the first day of the month
preceding the month of such Distribution
Date (after giving effect to scheduled
payments of principal due during the
related Due Period, to the extent received
or advanced, and unscheduled collections of
principal received during the
related Prepayment Period) and (y) a
fraction, the numerator of which is 30 and
the denominator of which is the actual
number of days elapsed in the related
Interest Accrual Period.
For any Distribution Date with respect to the Group II
Certificates, a per annum rate equal to the
product of (x) the weighted average
of the Expense Adjusted Net Maximum
Mortgage Rates of the Group II Mortgage
Loans, weighted on the basis of the
outstanding Stated Principal Balances of the
Group II Mortgage Loans as of the first day
of the month preceding the month of
such Distribution Date (after giving effect
to scheduled payments of principal
due during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal
received during the related Prepayment
Period) and (y) a fraction, the numerator
of which is 30 and the denominator of
which is the actual number of days elapsed
in the related Interest Accrual
Period.
For any Distribution Date with respect to the Group III
Certificates, a per annum rate equal to the
product of (x) the weighted average
of the Expense Adjusted Net Maximum
Mortgage Rates of the Group III Mortgage
Loans, weighted on the basis of the
outstanding Stated Principal Balances of the
Group III Mortgage Loans as of the first
day of the month preceding the month of
such Distribution Date (after giving effect
to scheduled payments of principal
due during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal
received during the related Prepayment
Period) and (y) a fraction, the numerator
of which is 30 and the denominator of
which is the actual number of days elapsed
in the related Interest Accrual
Period.
For any Distribution Date with respect to the Mezzanine
Certificates, a per annum rate equal to the
product of (x) the weighted average
(weighted on the basis of the results of
subtracting from the aggregate Stated
Principal Balance of the applicable Loan
Group, the current Certificate
Principal Balance of the related Class A
Certificates) of the weighted average
of the Expense Adjusted Net Maximum
Mortgage Rates of the Group I Mortgage
Loans, the Group II Mortgage Loans and the
Group III Mortgage Loans, in each
case, weighted on the basis of the
outstanding Stated Principal Balances of the
related Mortgage Loans as of the first day
of the month preceding the month of
such Distribution Date (after giving effect
to scheduled payments of principal
due during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal
received during the related Prepayment
Period) and (y) a fraction, the numerator
of which is 30 and the denominator of
which is the actual number of days elapsed
in the related Interest Accrual
Period.
"Maximum I-LTZZ Uncertificated Interest Deferral Amount": With
respect to any Distribution Date, the
excess of (i) accrued interest at the
REMIC I Remittance Rate applicable to REMIC
I Regular Interest I-LTZZ for such
Distribution Date on a balance equal to the
Uncertificated Balance of REMIC I
Regular Interest I-LTZZ minus the REMIC I
Overcollateralized Amount, in each
case for such Distribution Date, over (ii)
Uncertificated Interest on REMIC I
Regular Interest I-LTA1A, REMIC I Regular
Interest I-LTA1B, REMIC I Regular
Interest I-LTA2A, REMIC I Regular Interest
I-LTA3A, REMIC I Regular Interest
I-LTA3B, REMIC I Regular Interest I-LTA3C,
REMIC I Regular Interest I-LTA3D,
REMIC I Regular Interest I-LTM1, REMIC I
Regular Interest I-LTM2, REMIC I
Regular Interest I-LTM3, REMIC I Regular
Interest I-LTM4, REMIC I Regular
Interest I-LTM5, REMIC I Regular Interest
I-LTM6, REMIC I Regular Interest
I-LTM7, REMIC I Regular Interest I-LTM8 and
REMIC I Regular Interest I-LTM9 for
such Distribution Date, with the rate on
each such REMIC I Regular Interest
subject to a cap equal to the lesser of (i)
One-Month LIBOR plus the related
Certificate Margin for the related
Corresponding Certificate and (ii) the
related Net WAC Pass-Through Rate for the
related Corresponding Certificate;
provided, however, each cap shall be
multiplied by a fraction, the numerator of
which is the actual number of days elapsed
in the related Interest Accrual
Period and the denominator of which is
30.
"Maximum Mortgage Rate": With respect to each Adjustable-Rate
Mortgage Loan, the percentage set forth in
the related Mortgage Note as the
maximum Mortgage Rate thereunder.
"MERS": Mortgage Electronic Registration Systems, Inc., a
corporation organized and existing under
the laws of the State of Delaware, or
any successor thereto.
"MERS System": The system of recording transfers of Mortgages
electronically maintained by MERS.
"Mezzanine Cap Contract": The cap contract between the Trustee
on behalf of the Trust and the counterparty
thereunder for the benefit of the
Holders of the Mezzanine Certificates in
the form attached hereto as Exhibit I.
"Mezzanine Certificates": Collectively, the Class M-1
Certificates, the Class M-2 Certificates,
the Class M-3 Certificates, the Class
M-4 Certificates, Class M-5 Certificates,
the Class M-6 Certificates, the Class
M-7 Certificates, the Class M-8
Certificates and the Class M-9 Certificates.
"MIN": The Mortgage Identification Number for Mortgage Loans
registered with MERS on the MERS
System.
"Minimum Mortgage Rate": With respect to each Adjustable-Rate
Mortgage Loan, the percentage set forth in
the related Mortgage Note as the
minimum Mortgage Rate thereunder.
"MOM Loan": With respect to any Mortgage Loans registered with
MERS on the MERS(R) System, MERS acting as
the mortgagee of such Mortgage Loan,
solely as nominee for the originator of
such Mortgage Loan and its successors
and assigns, at the origination
thereof.
"Monthly Payment": With respect to any Mortgage Loan, the
scheduled monthly payment of principal and
interest on such Mortgage Loan which
is payable by the related Mortgagor from
time to time under the related Mortgage
Note, determined: (a) after giving effect
to (i) any Deficient Valuation and/or
Debt Service Reduction with respect to such
Mortgage Loan and (ii) any reduction
in the amount of interest collectible from
the related Mortgagor pursuant to the
Relief Act; (b) without giving effect to
any extension granted or agreed to by
the Master Servicer pursuant to Section
3.07; and (c) on the assumption that all
other amounts, if any, due under such
Mortgage Loan are paid when due.
"Moody's": Moody's Investors Service, Inc., or its successor
in interest.
"Mortgage": The mortgage, deed of trust or other instrument
creating a first lien on, or first priority
security interest in, a Mortgaged
Property securing a Mortgage Note.
"Mortgage File": The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan
and any additional documents required
to be added to the Mortgage File pursuant
to this Agreement.
"Mortgage Loan": Each mortgage loan transferred and assigned
to the Trustee pursuant to Section 2.01 or
Section 2.03(d) of this Agreement, as
from time to time held as a part of REMIC
I, the Mortgage Loans so held being
identified in the Mortgage Loan
Schedule.
"Mortgage Loan Remittance Rate": With respect to any Mortgage
Loan or REO Property, as of any date of
determination, the then applicable
Mortgage Rate in respect thereof net of the
sum of the Servicing Fee Rate and
the Administration Fee Rate.
"Mortgage Loan Schedule": As of any date, the list of Mortgage
Loans included in REMIC I on such date,
separately identifying the Group I
Mortgage Loans, the Group II Mortgage Loans
and the Group III Mortgage Loans,
attached hereto as Schedule 1. The Mortgage
Loan Schedule shall set forth the
following information with respect to each
Mortgage Loan:
(i) the Master Servicer's Mortgage Loan identifying number;
(ii) a code indicating whether the Mortgaged Property is
owner-occupied;
(iii) the type of Residential Dwelling constituting the
Mortgaged Property;
(iv) the original months to maturity;
(v) the original date of the mortgage;
(vi) the Loan-to-Value Ratio at origination;
(vii) the Mortgage Rate in effect immediately following the
Cut-off Date;
(viii) the date on which the first Monthly Payment was due on
the Mortgage Loan;
(ix) the stated maturity date;
(x) the amount of the Monthly Payment at origination;
(xi) the amount of the Monthly Payment as of the Cut-off Date;
(xii) the last Due Date on which a Monthly Payment was
actually applied to the unpaid Stated Principal Balance;
(xiii) the original principal amount of the Mortgage Loan;
(xiv) the Scheduled Principal Balance of the Mortgage Loan as
of the close of business on the Cut-off Date;
(xv) a code indicating the purpose of the Mortgage Loan (i.e.,
purchase financing, Rate/Term Refinancing, Cash-Out
Refinancing);
(xvi) a code indicating the documentation style (i.e., full,
alternative or reduced);
(xvii) the Value of the Mortgaged Property;
(xviii) the sale price of the Mortgaged Property, if
applicable;
(xix) the actual unpaid principal balance of the Mortgage Loan
as of the Cut-off Date;
(xx) the Servicing Fee Rate;
(xxi) the term of the Prepayment Charge , if any;
(xxii) the percentage of the principal balance covered by
lender paid mortgage insurance, if any; and
(xxiii) with respect to each Adjustable-Rate Mortgage Loan,
the Adjustment Dates, the Gross Margin, the Maximum Mortgage Rate,
the
Minimum Mortgage Rate, the Periodic Rate Cap, the maximum first
Adjustment Date Mortgage Rate adjustment, the first Adjustment
Date
immediately following the origination date and the rounding code
(i.e.,
nearest 0.125%, next highest 0.125%).
The Mortgage Loan Schedule shall set forth the following
information with respect to the Mortgage
Loans by Loan Group and in the
aggregate as of the Cut-off Date: (1) the
number of Mortgage Loans; (2) the
current principal balance of the Mortgage
Loans; (3) the weighted average
Mortgage Rate of the Mortgage Loans; (4)
the weighted average maturity of the
Mortgage Loans; (5) the Scheduled Principal
Balance of the Mortgage Loans as of
the close of business on the Cut-off Date
(not taking into account any Principal
Prepayments received on the Cut-off Date);
and (6) the amount of the Monthly
Payment as of the Cut-off Date. The
Mortgage Loan Schedule shall be amended from
time to time by the Depositor in accordance
with the provisions of this
Agreement. With respect to any Qualified
Substitute Mortgage Loan, Cut-off Date
shall refer to the related Cut-off Date for
such Mortgage Loan, determined in
accordance with the definition of Cut-off
Date herein.
"Mortgage Note": The original executed note or other evidence
of the indebtedness of a Mortgagor under a
Mortgage Loan.
"Mortgage Pool": The pool of Mortgage Loans, identified on
Schedule 1 from time to time, and any REO
Properties acquired in respect
thereof.
"Mortgage Rate": With respect to each Mortgage Loan, the
annual rate at which interest accrues on
such Mortgage Loan from time to time in
accordance with the provisions of the
related Mortgage Note, without regard to
any reduction thereof as a result of a Debt
Service Reduction or operation of
the Relief Act, which rate (i) with respect
to each fixed-rate Mortgage Loan
shall remain constant at the rate set forth
in the Mortgage Loan Schedule as the
Mortgage Rate in effect immediately
following the Cut-off Date and (ii) with
respect to the Adjustable-Rate Mortgage
Loans, (A) as of any date of
determination until the first Adjustment
Date following the Cut-off Date shall
be the rate set forth in the Mortgage Loan
Schedule as the Mortgage Rate in
effect immediately following the Cut-off
Date and (B) as of any date of
determination thereafter shall be the rate
as adjusted on the most recent
Adjustment Date equal to the sum, rounded
as provided in the Mortgage Note, of
the Index, as published as of a date prior
to the Adjustment Date as set forth
in the related Mortgage Note, plus the
related Gross Margin; provided that the
Mortgage Rate on such Adjustable-Rate
Mortgage Loan on any Adjustment Date shall
never be more than the lesser of (i) the
sum of the Mortgage Rate in effect
immediately prior to the Adjustment Date
plus the related Periodic Rate Cap, if
any, and (ii) the related Maximum Mortgage
Rate, and shall never be less than
the greater of (i) the Mortgage Rate in
effect immediately prior to the
Adjustment Date less the Periodic Rate Cap,
if any, and (ii) the related Minimum
Mortgage Rate. With respect to each
Mortgage Loan that becomes an REO Property,
as of any date of determination, the annual
rate determined in accordance with
the immediately preceding sentence as of
the date such Mortgage Loan became an
REO Property.
"Mortgaged Property": The underlying property securing a
Mortgage Loan, including any REO Property,
consisting of an Estate in Real
Property improved by a Residential
Dwelling.
"Mortgagor": The
obligor on a Mortgage Note.
"Net Monthly Excess Cashflow": With respect to any
Distribution Date, the sum of (i) any
Overcollateralization Reduction Amount and
(ii) the excess of (x) the Available
Distribution Amount for such Distribution
Date over (y) the sum for such Distribution
Date of (A) the Senior Interest
Distribution Amounts distributable to the
holders of the Class A Certificates
and the Interest Distribution Amounts
distributable to the holders of the
Mezzanine Certificates and (B) the
Principal Remittance Amount.
"Net WAC Pass-Through Rate": For any Distribution Date with
respect to the Group I Certificates, a per
annum rate equal to the product of
(x) the weighted average of the Expense
Adjusted Net Mortgage Rates of the Group
I Mortgage Loans, weighted on the basis of
the outstanding Stated Principal
Balances of the Group I Mortgage Loans as
of the first day of the month
preceding the month of such Distribution
Date (after giving effect to scheduled
payments of principal due during the
related Due Period, to the extent received
or advanced, and unscheduled collections of
principal received during the
related Prepayment Period) and (y) a
fraction, the numerator of which is 30 and
the denominator of which is the actual
number of days elapsed in the related
Interest Accrual Period. For federal income
tax purposes, the economic
equivalent of such rate shall be expressed
as the weighted average of the REMIC
I Remittance Rate on REMIC I Regular
Interest I-LT1GRP, weighted on the basis of
the Uncertificated Balance of such REMIC I
Regular Interest.
For any Distribution Date with respect to the Group II
Certificates, a per annum rate equal to the
product of (x) the weighted average
of the Expense Adjusted Net Mortgage Rates
of the Group II Mortgage Loans,
weighted on the basis of the outstanding
Stated Principal Balances of the Group
II Mortgage Loans as of the first day of
the month preceding the month of such
Distribution Date (after giving effect to
scheduled payments of principal due
during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal
received during the related Prepayment
Period) and (y) a fraction, the numerator
of which is 30 and the denominator of
which is the actual number of days elapsed
in the related Interest Accrual
Period. For federal income tax purposes,
the economic equivalent of such rate
shall be expressed as the weighted average
of the REMIC I Remittance Rate on
REMIC I Regular Interest I-LT2GRP, weighted
on the basis of the Uncertificated
Balance of such REMIC I Regular
Interest.
For any Distribution Date with respect to the Group III
Certificates, a per annum rate equal to the
product of (x) the weighted average
of the Expense Adjusted Net Mortgage Rates
of the Group III Mortgage Loans,
weighted on the basis of the outstanding
Stated Principal Balances of the Group
III Mortgage Loans as of the first day of
the month preceding the month of such
Distribution Date (after giving effect to
scheduled payments of principal due
during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal
received during the related Prepayment
Period) and (y) a fraction, the numerator
of which is 30 and the denominator of
which is the actual number of days elapsed
in the related Interest Accrual
Period. For federal income tax purposes,
the economic equivalent of such rate
shall be expressed as the weighted average
of the REMIC I Remittance Rate on
REMIC I Regular Interest I-LT3GRP, weighted
on the basis of the Uncertificated
Balance of such REMIC I Regular
Interest.
For any Distribution Date with respect to the Mezzanine
Certificates, a per annum rate equal to the
product of (x) the weighted average
(weighted on the basis of the results of
subtracting from the aggregate Stated
Principal Balance of the applicable Loan
Group, the Certificate Principal
Balance of the related Class A
Certificates) of (i) the weighted average of the
Expense Adjusted Net Mortgage Rates of the
Group I Mortgage Loans as of the
first day of the month preceding the month
of such Distribution Date (after
giving effect to scheduled payments of
principal due during the related Due
Period, to the extent received or advanced,
and unscheduled collections of
principal received during the related
Prepayment Period), (ii) the weighted
average of the Expense Adjusted Net
Mortgage Rates of the Group II Mortgage
Loans as of the first day of the month
preceding the month of such Distribution
Date (after giving effect to scheduled
payments of principal due during the
related Due Period, to the extent received
or advanced, and unscheduled
collections of principal received during
the related Prepayment Period and (iii)
the weighted average of the Expense
Adjusted Net Mortgage Rates of the Group III
Mortgage Loans as of the first day of the
month preceding the month of such
Distribution Date (after giving effect to
scheduled payments of principal due
during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal
received during the related Prepayment
Period) and (y) a fraction, the numerator
of which is 30 and the denominator of
which is the actual number of days elapsed
in the related Interest Accrual
Period. For federal income tax purposes,
the economic equivalent of such rate
shall be expressed as the weighted average
of the REMIC I Remittance Rates on
(a) REMIC I Regular Interest I-LT1SUB,
subject to a cap and a floor equal to the
weighted average of the Expense Adjusted
Net Mortgage Rates of the Group I
Mortgage Loans, (b) REMIC I Regular
Interest I-LT2SUB, subject to a cap and a
floor equal to the weighted average of the
Expense Adjusted Net Mortgage Rates
of the Group II Mortgage Loans and (c)
REMIC I Regular Interest I-LT3SUB,
subject to a cap and a floor equal to the
weigthed average of the Expense
Adjusted Net Mortgage Rates of the Group
III Mortgage Loans, weighted on the
basis of the Uncertificated Balance of each
such REMIC I Regular Interest.
"Net WAC Rate Carryover Reserve Account": The Net WAC Rate
Carryover Reserve Account established and
maintained pursuant to Section 4.06.
"Net WAC Rate Carryover Amount": With respect to any
Distribution Date and any Class of Floating
Rate Certificates, the sum of (A)
the positive excess, if any, of (i) the
amount of interest that would have
accrued on such Class of Certificates for
such Distribution Date if the
Pass-Through Rate for such Class of
Certificates for such Distribution Date were
calculated at the related Formula Rate over
(ii) the amount of interest accrued
on such Class of Certificates at the Net
WAC Pass-Through Rate for such
Distribution Date and (B) the related Net
WAC Rate Carryover Amount for the
previous Distribution Date not previously
distributed together with interest
accrued on such unpaid amount for the most
recently ended Interest Accrual
Period at the Formula Rate for such Class
of Certificates and such Distribution
Date.
"New Lease": Any lease of REO Property entered into on behalf
of REMIC I, including any lease renewed or
extended on behalf of REMIC I, if
REMIC I has the right to renegotiate the
terms of such lease.
"Nonrecoverable P&I Advance": Any P&I Advance previously
made
or proposed to be made in respect of a
Mortgage Loan or REO Property that, in
the good faith business judgment of the
Master Servicer, will not or, in the
case of a proposed P&I Advance, would
not be ultimately recoverable from related
late payments, Insurance Proceeds or
Liquidation Proceeds on such Mortgage Loan
or REO Property as provided herein.
"Non-United States Person": Any Person other than a United
States Person.
"Notional Amount": With respect to the Class CE Certificates
and any Distribution Date, the aggregate
Uncertificated Balance of the REMIC I
Regular Interests (other than REMIC I
Regular Interest I-LTP) for such
Distribution Date.
"Officers' Certificate": A certificate signed by the Chairman
of the Board, the Vice Chairman of the
Board, the President or a vice president
(however denominated), and by the
Treasurer, the Secretary, or one of the
assistant treasurers or assistant
secretaries of the Seller or the Depositor, as
applicable; with respect to the Master
Servicer, any officer who is authorized
to act for the Master Servicer in matters
relating to this Agreement, and whose
action is binding upon the Master Servicer,
initially including those
individuals whose names appear on the list
of authorized officers delivered at
the closing.
"One-Month LIBOR": With respect to the Class A-1 Certificates
and for purposes of the Marker Rate and
Maximum I-LTZZ Uncertificated Interest
Deferral Amount, REMIC I Remittance Rate
for REMIC I Regular Interest I-LTA1A,
REMIC I Regular Interest I-LTA1B, REMIC I
Regular Interest I-LTA2A, REMIC I
Regular Interest I-LTA3A, REMIC I Regular
Interest I-LTA3B, REMIC I Regular
Interest I-LTA3C, REMIC I Regular Interest
I-LTA3D, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2,
REMIC I Regular Interest I-LTM3, REMIC
I Regular Interest I-LTM4, REMIC I Regular
Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest
I-LTM7, REMIC I Regular Interest
I-LTM8 and REMIC I Regular Interest I-LTM9,
and any Interest Accrual Period
therefor, the rate determined by the Trust
Administrator on the related Interest
Determination Date on the basis of the
offered rate for one-month U.S. dollar
deposits, as such rate appears on Telerate
Page 3750, Bloomberg Page BBAM or
another page of these or any other
financial reporting service in general use in
the financial services industry, as of
11:00 a.m. (London time) on such Interest
Determination Date; provided that if such
rate does not appear on Telerate Page
3750, the rate for such date will be
determined on the basis of the offered
rates of the Reference Banks for one-month
U.S. dollar deposits, as of 11:00
a.m. (London time) on such Interest
Determination Date. In such event, the Trust
Administrator will request the principal
London office of each of the Reference
Banks to provide a quotation of its rate.
If on such Interest Determination
Date, two or more Reference Banks provide
such offered quotations, One-Month
LIBOR for the related Interest Accrual
Period shall be the arithmetic mean of
such offered quotations (rounded upwards if
necessary to the nearest whole
multiple of 1/16%). If on such Interest
Determination Date, fewer than two
Reference Banks provide such offered
quotations, One-Month LIBOR for the related
Interest Accrual Period shall be the higher
of (i) LIBOR as determined on the
previous Interest Determination Date and
(ii) the Reserve Interest Rate.
Notwithstanding the foregoing, if, under
the priorities described above, LIBOR
for an Interest Determination Date would be
based on LIBOR for the previous
Interest Determination Date for the third
consecutive Interest Determination
Date, the Trust Administrator, after
consultation with the Depositor, shall
select an alternative comparable index
(over which the Trust Administrator has
no control), used for determining one-month
Eurodollar lending rates that is
calculated and published (or otherwise made
available) by an independent party.
"Opinion of Counsel": A written opinion of counsel, who may,
without limitation, be salaried counsel for
the Depositor, the Master Servicer
or the Trust Administrator acceptable to
the Trustee, if such opinion is
delivered to the Trustee, or reasonably
acceptable to the Trust Administrator,
if such opinion is delivered to the Trust
Administrator, except that any opinion
of counsel relating to (a) the
qualification of any Trust REMIC as a REMIC or
(b) compliance with the REMIC Provisions
must be an opinion of Independent
counsel.
"Optional Termination Date": The Determination Date on which
the aggregate Stated Principal Balance of
the Mortgage Loans and each REO
Property remaining in the Trust Fund is
less than 10% of the aggregate Stated
Principal Balance of the Mortgage Loans as
of the Cut-off Date.
"Original Mortgage Loan": Any Mortgage Loans included in Trust
Fund as of the Closing Date.
"Originator": Each of Argent Mortgage Company, LLC, Mortgage
IT, ResMAE Mortgage Corporation, Olympus
Mortgage Company and WMC Mortgage Corp.
"Overcollateralization Deficiency Amount": With respect to any
Distribution Date, the excess, if any, of
(a) the Overcollateralization Target
Amount applicable to such Distribution Date
over (b) the Overcollateralized
Amount applicable to such Distribution Date
(calculated for this purpose only
after assuming that 100% of the Principal
Remittance Amount on such Distribution
Date has been distributed).
"Overcollateralization Increase Amount": With respect to any
Distribution Date, the lesser of (a) the
Net Monthly Excess Cashflow for such
Distribution Date and (b) the
Overcollateralization Deficiency Amount for such
Distribution Date (calculated for this
purpose only after assuming that 100% of
the Principal Remittance Amount on such
Distribution Date has been distributed).
"Overcollateralization Reduction Amount": With respect to any
Distribution Date, an amount equal to the
lesser of (a) the Principal Remittance
Amount for such Distribution Date and (b)
the Excess Overcollateralized Amount.
"Overcollateralization Target Amount": With respect to any
Distribution Date, (i) prior to the
Stepdown Date, an amount equal to 1.90% of
the aggregate outstanding Stated Principal
Balance of the Mortgage Loans as of
the Cut-off Date, (ii) on or after the
Stepdown Date provided a Trigger Event is
not in effect, the greater of (x) 3.80% of
the then current aggregate
outstanding Stated Principal Balance of the
Mortgage Loans as of the last day of
the related Due Period and (y)
$4,095,892.43, or (iii) on or after the Stepdown
Date and if a Trigger Event is in effect,
the Overcollateralization Target
Amount for the immediately preceding
Distribution Date. Notwithstanding the
foregoing, on and after any Distribution
Date following the reduction of the
aggregate Certificate Principal Balance of
the Class A Certificates and the
Mezzanine Certificates to zero, the
Overcollateralization Target Amount shall be
zero.
"Overcollateralized Amount": With respect to any Distribution
Date, the excess, if any, of (a) the
aggregate Stated Principal Balances of the
Mortgage Loans and REO Properties as of the
last day of the related Due Period
(after giving effect to scheduled payments
of principal due during the related
Due Period, to the extent received or
advanced, and unscheduled collections of
principal received during the related
Prepayment Period) over (b) the sum of the
aggregate Certificate Principal Balance of
the Class A Certificates, the
Mezzanine Certificates and the Class P
Certificates after giving effect to
distributions to be made on such
Distribution Date.
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate,
including any interest in such
Certificate as the Holder thereof and any
other interest therein, whether direct
or indirect, legal or beneficial, as owner
or as pledgee.
"Pass-Through Rate": With respect to the Floating Rate
Certificates and any Distribution Date, the
lesser of (x) the related Formula
Rate for such Distribution Date and (y) the
Net WAC Pass-Through Rate for such
Distribution Date.
With respect to the Class CE Certificates and any Distribution
Date, a per annum rate equal to the
percentage equivalent of a fraction, the
numerator of which is (x) the sum of (i)
100% of the interest on REMIC I Regular
Interest I-LTP and (ii) interest on the
Uncertificated Principal Balance of each
REMIC I Regular Interest listed in clause
(y) below at a rate equal to the
related REMIC I Remittance Rate minus the
Marker Rate and the denominator of
which is (y) the aggregate Uncertificated
Balance of REMIC I Regular Interest
I-LTA1A, REMIC I Regular Interest I-LTA1B,
REMIC I Regular Interest I-LTA2A,
REMIC I Regular Interest I-LTA3A, REMIC I
Regular Interest I-LTA3B, REMIC I
Regular Interest I-LTA3C, REMIC I Regular
Interest I-LTA3D, REMIC I Regular
Interest I-LTM1, REMIC I Regular Interest
I-LTM2, REMIC I Regular Interest
I-LTM3, REMIC I Regular Interest I-LTM4,
REMIC I Regular Interest I-LTM5, REMIC
I Regular Interest I-LTM6, REMIC I Regular
Interest I-LTM7, REMIC I Regular
Interest I-LTM8 and REMIC I Regular
Interest I-LTM9 and REMIC I Regular Interest
I-LTZZ.
"Paying Agent": Citibank, or its successor in interest, or any
successor paying agent appointed as herein
provided.
"Percentage Interest": With respect to any Class of
Certificates, the portion of the respective
Class evidenced by such Certificate,
expressed as a percentage, the numerator of
which is the initial Certificate
Principal Balance or Notional Amount
represented by such Certificate, and the
denominator of which is the initial
aggregate Certificate Principal Balance or
Notional Amount of all of the Certificates
of such Class. The Class A
Certificates and the Mezzanine Certificates
are issuable only in minimum
Percentage Interests corresponding to
minimum initial Certificate Principal
Balances of $25,000 and integral multiples
of $1.00 in excess thereof. The Class
P Certificates are issuable only in
Percentage Interests corresponding to
initial Certificate Principal Balances of
$20 and integral multiples thereof.
The Class CE Certificates are issuable only
in minimum Percentage Interests
corresponding to minimum initial
Certificate Principal Balances of $100,000 and
integral multiples of $1.00 in excess
thereof; provided, however, that a single
Certificate of each such Class of
Certificates may be issued having a Percentage
Interest corresponding to the remainder of
the aggregate initial Certificate
Principal Balance or Notional Amount of
such Class or to an otherwise authorized
denomination for such Class plus such
remainder. With respect to any Residual
Certificate, the undivided percentage
ownership in such Class evidenced by such
Certificate, as set forth on the face of
such Certificate. The Residual
Certificates are issuable in Percentage
Interests of 20% and multiples thereof.
"Periodic Rate Cap": With respect to each Adjustable-Rate
Mortgage Loan and any Adjustment Date
therefor, the fixed percentage set forth
in the related Mortgage Note, which is the
maximum amount by which the Mortgage
Rate for such Mortgage Loan may increase or
decrease (without regard to the
Maximum Mortgage Rate or the Minimum
Mortgage Rate) on such Adjustment Date from
the Mortgage Rate in effect immediately
prior to such Adjustment Date.
"Permitted Investments": Any one or more of the following
obligations or securities acquired at a
purchase price of not greater than par,
regardless of whether issued by the
Depositor, the Master Servicer, the Trustee,
the Paying Agent, the Authenticating Agent,
the Certificate Registrar, the Trust
Administrator or any of their respective
Affiliates:
(i) direct obligations of, or obligations fully guaranteed as
to timely payment of principal and interest by, the United States
or
any agency or instrumentality thereof, provided such obligations
are
backed by the full faith and credit of the United States;
(ii) demand and time deposits in, certificates of deposit of,
or bankers' acceptances (which shall each have an original maturity
of
not more than 90 days and, in the case of bankers' acceptances,
shall
in no event have an original maturity of more than 365 days or
a
remaining maturity of more than 30 days) denominated in United
States
dollars and issued by, any Depository Institution;
(iii) repurchase obligations with respect to any security
described in clause (i) above entered into with a Depository
Institution (acting as principal);
(iv) securities bearing interest or sold at a discount that
are issued by any corporation incorporated under the laws of the
United
States of America or any state thereof and that are rated by the
Rating
Agencies in its highest long-term unsecured rating category at the
time
of such investment or contractual commitment providing for such
investment;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on
demand
or on a specified date not more than 30 days after the date of
acquisition thereof) that is rated by the Rating Agencies in
its
highest short-term unsecured debt rating available at the time of
such
investment;
(vi) units of money market funds, including money market funds
advised by the Trustee, the Trust Administrator or an Affiliate
of
either of them, that have been rated "AAA" by S&P, "Aaa" by
Moody's and
"AAA" by Fitch (if rated by Fitch); and
(vii) if previously confirmed in writing to the Master
Servicer, the Trustee and the Trust Administrator, any other
demand,
money market or time deposit, or any other obligation, security
or
investment, as may be acceptable to the Rating Agencies as a
permitted
investment of funds backing securities having ratings equivalent to
its
highest initial rating of the Class A Certificates;
provided, however, that no instrument
described hereunder shall evidence either
the right to receive (a) only interest with
respect to the obligations
underlying such instrument or (b) both
principal and interest payments derived
from obligations underlying such instrument
and the interest and principal
payments with respect to such instrument
provide a yield to maturity at par
greater than 120% of the yield to maturity
at par of the underlying obligations.
"Permitted Transferee": Any Transferee of a Residual
Certificate other than a Disqualified
Organization or Non-United States Person.
"Person": Any individual, corporation, partnership, limited
liability company, joint venture,
association, joint-stock company, trust,
unincorporated organization or government
or any agency or political subdivision
thereof.
"P&I Advance": As to any Mortgage Loan or REO Property, any
advance made by the Master Servicer in
respect of any Distribution Date pursuant
to Section 4.03.
"Plan": Any employee benefit plan or certain other retirement
plans and arrangements, including
individual retirement accounts and annuities,
Keogh plans and bank collective investment
funds and insurance company general
or separate accounts in which such plans,
accounts or arrangements are invested,
that are subject to ERISA or Section 4975
of the Code.
"Prepayment Assumption": As defined in the Prospectus
Supplement.
"Prepayment Charge": With respect to any Prepayment Period,
any prepayment premium, penalty or charge
payable by a Mortgagor in connection
with any Principal Prepayment on a Mortgage
Loan pursuant to the terms of the
related Mortgage Note (other than any
Servicer Prepayment Charge Payment
Amount).
"Prepayment Charge Schedule": As of any date, the list of
Prepayment Charges included in the Trust
Fund on such date, attached hereto as
Schedule 2 (including the prepayment charge
summary attached thereto). The
Prepayment Charge Schedule shall set forth
the following information with
respect to each Prepayment Charge:
(i) the Mortgage Loan identifying number;
(ii) a code indicating the type of Prepayment Charge;
(iii) the date on which the first Monthly Payment was due on
the related Mortgage Loan;
(iv) the term of the related Prepayment Charge;
(v) the original Stated Principal Balance of the related
Mortgage Loan; and
(vi) the Stated Principal Balance of the related Mortgage Loan
as of the Cut-off Date.
"Prepayment Interest Excess": With respect to any Distribution
Date, for each HomEq Mortgage Loan that was
the subject of a voluntary Principal
Prepayment in full during the portion of
the related Prepayment Period occurring
between the first day of the calendar month
in which such Distribution Date
occurs and the 15th day of the calendar
month in which such Distribution Date
occurs, an amount equal to interest (to the
extent received) at the applicable
Mortgage Rate (less the Servicing Fee) on
the amount of such Principal
Prepayment for the number of days
commencing on the first day of the calendar
month in which such Distribution Date
occurs and ending on the last date through
which interest is collected from the
related Mortgagor.
"Prepayment Interest Shortfall": With respect to any
Distribution Date, for each Mortgage Loan
that was during the related Prepayment
Period the subject of a Principal
Prepayment in full or in part that was applied
by the Master Servicer to reduce the
outstanding principal balance of such loan
on a date preceding the Due Date in the
succeeding Prepayment Period, an amount
equal to interest at the applicable
Mortgage Loan Remittance Rate on the amount
of such Principal Prepayment for the number
of days commencing on the date on
which the prepayment is applied and ending
on the last day of the related
Prepayment Period. The obligations of the
Master Servicer in respect of any
Prepayment Interest Shortfall are set forth
in Section 3.24.
"Prepayment Period": With respect to each Distribution Date
and the Countrywide Mortgage Loans, the
calendar month immediately preceding the
month in which the Distribution Date
occurs. With respect to each Distribution
Date and the HomEq Mortgage Loans and (i)
voluntary principal payments in full,
the period commencing on the 16th day of
the month preceding the month in which
such Distribution Date falls (or, in the
case of the first Distribution Date,
commencing May 1, 2005) and ending on the
15th day of the calendar month in
which such Distribution Date occurs and
(ii) principal payments in part,
liquidations and other unscheduled
collections on the HomEq Mortgage Loans, the
calendar month preceding the month in which
such Distribution Date occurs.
"Prime Rate": The lesser of (i) the per annum rate of
interest, publicly announced from time to
time by Chase Manhattan Bank at its
principal office in the City of New York,
as its prime or base lending rate (any
change in such rate of interest to be
effective on the date such change is
announced by Chase Manhattan Bank) and (ii)
the maximum rate permissible under
applicable usury or similar laws limiting
interest rates.
"Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan which is
received in advance of its scheduled Due
Date and which is not accompanied by an
amount of interest representing the full
amount of scheduled interest due on any Due
Date in any month or months
subsequent to the month of prepayment.
"Principal Remittance Amount": With respect to any
Distribution Date, the sum of the (i) the
Group I Principal Remittance Amount,
(ii) the Group II Principal Remittance
Amount and (iii) the Group III Principal
Remittance Amount.
"Private Certificates": Any of the Class M-8, Class M-9, Class
CE, Class P or Class R Certificates.
"Prospectus Supplement": The Prospectus Supplement, dated May
6, 2005, relating to the public offering of
the Class A Certificates and the
Mezzanine Certificates (other than the
Class M-8 and Class M-9 Certificates).
"Purchase Price": With respect to any Mortgage Loan or REO
Property to be purchased by the Seller
pursuant to or as contemplated by Section
2.03 or Section 9.01, and as confirmed by
an Officers' Certificate from the
Master Servicer to the Trustee and the
Trust Administrator, an amount equal to
the sum of: (i) 100% of the Stated
Principal Balance thereof as of the date of
purchase (or such other price as provided
in Section 9.01), (ii) in the case of
(x) a Mortgage Loan, accrued interest on
such Stated Principal Balance at the
applicable Mortgage Loan Remittance Rate in
effect from time to time from the
Due Date as to which interest was last
covered by a payment by the Mortgagor or
an advance by the Master Servicer, which
payment or advance had as of the date
of purchase been distributed pursuant to
Section 4.01, through the end of the
calendar month in which the purchase is to
be effected, and (y) an REO Property,
the sum of (1) accrued interest on such
Stated Principal Balance at the
applicable Mortgage Loan Remittance Rate in
effect from time to time from the
Due Date as to which interest was last
covered by a payment by the Mortgagor or
an advance by the Master Servicer through
the end of the calendar month
immediately preceding the calendar month in
which such REO Property was
acquired, plus (2) REO Imputed Interest for
such REO Property for each calendar
month commencing with the calendar month in
which such REO Property was acquired
and ending with the calendar month in which
such purchase is to be effected,
minus the total of all net rental income,
Insurance Proceeds, Liquidation
Proceeds and P&I Advances that as of
the date of purchase had been distributed
as or to cover REO Imputed Interest
pursuant to Section 4.01; (iii) any
unreimbursed Servicing Advances and P&I
Advances and any unpaid Servicing Fees
and unpaid Administration Fees allocable to
such Mortgage Loan or REO Property;
(iv) any amounts previously withdrawn from
the Collection Account in respect of
such Mortgage Loan or REO Property pursuant
to Sections 3.11(a)(ix) and Section
3.16(b); and (v) in the case of a Mortgage
Loan required to be purchased
pursuant to Section 2.03, expenses incurred
or to be incurred by the Trust Fund
in respect of the breach or defect giving
rise to the purchase obligation
including any costs and damages incurred by
the Trust Fund in connection with
any violation of any predatory or abusive
lending law with respect to the
related Mortgage Loan. With respect to any
Mortgage Loan or REO Property to be
purchased by an Originator pursuant to or
as contemplated by Section 2.03 or
Section 9.01, and as confirmed by an
Officers' Certificate from the Master
Servicer to the Trustee and the Trust
Administrator, an amount equal to the
amount set forth pursuant to the terms of
the related Master Agreement.
"Qualified Insurer": Any insurer which meets the requirements
of Fannie Mae and Freddie Mac.
"Qualified Substitute Mortgage Loan": A mortgage loan
substituted for a Deleted Mortgage Loan by
the Seller pursuant to the terms of
this Agreement which must, on the date of
such substitution, (i) have an
outstanding principal balance, after
application of all scheduled payments of
principal and interest due during or prior
to the month of substitution, not in
excess of the Scheduled Principal Balance
of the Deleted Mortgage Loan as of the
Due Date in the calendar month during which
the substitution occurs, (ii) have a
Mortgage Rate not less than (and not more
than one percentage point in excess
of) the Mortgage Rate of the Deleted
Mortgage Loan, (iii) be covered under a
Primary Mortgage Insurance Policy if such
Qualified Substitute Mortgage Loan has
a Loan-to-Value Ratio in excess of 80% and
the Deleted Mortgage Loan was covered
by a Primary Mortgage Insurance Policy,
(iv) have a remaining term to maturity
not greater than (and not more than one
year less than) that of the Deleted
Mortgage Loan, (v) have the same Due Date
as the Due Date on the Deleted
Mortgage Loan, (x) have a Loan-to-Value
Ratio as of the date of substitution
equal to or lower than the Loan-to-Value
Ratio of the Deleted Mortgage Loan as
of such date, and (vi) conform to each
representation and warranty set forth in
the related Assignment Agreement applicable
to the Deleted Mortgage Loan. In the
event that one or more mortgage loans are
substituted for one or more Deleted
Mortgage Loans, the amounts described in
clause (i) hereof shall be determined
on the basis of aggregate principal
balances, the Mortgage Rates described in
clause (ii) hereof shall be determined on
the basis of weighted average Mortgage
Rates, the terms described in clause (viii)
shall be determined on the basis of
weighted average remaining terms to
maturity, the Loan-to-Value Ratios described
in clause (iv) hereof shall be satisfied as
to each such mortgage loan and,
except to the extent otherwise provided in
this sentence, the representations
and warranties described in clause (vi)
hereof must be satisfied as to each
Qualified Substitute Mortgage Loan or in
the aggregate, as the case may be. With
respect to an Originator, a mortgage loan
substituted for a Deleted Mortgage
Loan pursuant to the terms of the related
Master Agreement which must, on the
date of such substitution conform to the
terms set forth in the related Master
Agreement.
"Rate/Term Refinancing": A Refinanced Mortgage Loan, the
proceeds of which are not in excess of the
existing first mortgage loan on the
related Mortgaged Property and related
closing costs, and were used exclusively
to satisfy the then existing first mortgage
loan of the Mortgagor on the related
Mortgaged Property and to pay related
closing costs.
"Rating Agencies": S&P, Moody's and Fitch or their
successors.
If such agencies or their successors are no
longer in existence, the "Rating
Agencies" shall be such nationally
recognized statistical rating agencies, or
other comparable Persons, designated by the
Depositor, written notice of which
designation shall be given to the Trustee,
the Trust Administrator, the Paying
Agent, the Authenticating Agent, the
Certificate Registrar and the Master
Servicer.
"Realized Loss": With respect to each Mortgage Loan as to
which a Final Recovery Determination has
been made, an amount (not less than
zero) equal to (i) the unpaid principal
balance of such Mortgage Loan as of the
commencement of the calendar month in which
the Final Recovery Determination was
made, plus (ii) accrued interest from the
Due Date as to which interest was last
paid by the Mortgagor through the end of
the calendar month in which such Final
Recovery Determination was made, calculated
in the case of each calendar month
during such period (A) at an annual rate
equal to the annual rate at which
interest was then accruing on such Mortgage
Loan and (B) on a principal amount
equal to the Stated Principal Balance of
such Mortgage Loan as of the close of
business on the Distribution Date during
such calendar month, plus (iii) any
amounts previously withdrawn from the
Collection Account in respect of such
Mortgage Loan pursuant to Section
3.11(a)(ix) and Section 3.16(b), minus (iv)
the proceeds, if any, received in respect
of such Mortgage Loan prior to the
date such Final Recovery Determination was
made, net of amounts that are payable
therefrom to the Master Servicer with
respect to such Mortgage Loan pursuant to
Section 3.11(a)(iii).
With respect to any REO Property as to which a Final Recovery
Determination has been made an amount (not
less than zero) equal to (i) the
unpaid principal balance of the related
Mortgage Loan as of the date of
acquisition of such REO Property on behalf
of any REMIC, plus (ii) accrued
interest from the Due Date as to which
interest was last paid by the Mortgagor
in respect of the related Mortgage Loan
through the end of the calendar month
immediately preceding the calendar month in
which such REO Property was
acquired, calculated in the case of each
calendar month during such period (A)
at an annual rate equal to the annual rate
at which interest was then accruing
on the related Mortgage Loan and (B) on a
principal amount equal to the Stated
Principal Balance of the related Mortgage
Loan as of the close of business on
the Distribution Date during such calendar
month, plus (iii) REO Imputed
Interest for such REO Property for each
calendar month commencing with the
calendar month in which such REO Property
was acquired and ending with the
calendar month that occurs during the
Prepayment Period in which such Final
Recovery Determination was made, plus (iv)
any amounts previously withdrawn from
the Collection Account in respect of the
related Mortgage Loan pursuant to
Section 3.11(a)(ix) and Section 3.16(b),
minus (v) the aggregate of all
Servicing Advances made by the Master
Servicer in respect of such REO Property
or the related Mortgage Loan (without
duplication of amounts netted out of the
rental income, Insurance Proceeds and
Liquidation Proceeds described in clause
(vi) below) and any unpaid Servicing Fees
and unpaid Administration Fees for
which the Master Servicer has been or, in
connection with such Final Recovery
Determination, will be reimbursed pursuant
to Section 3.11(a)(iii) or Section
3.23 out of rental income, Insurance
Proceeds and Liquidation Proceeds received
in respect of such REO Property, minus (vi)
the total of all net rental income,
Insurance Proceeds and Liquidation Proceeds
received in respect of such REO
Property that has been, or in connection
with such Final Recovery Determination,
will be transferred to the Distribution
Account pursuant to Section 3.23.
With respect to each Mortgage Loan which has become the
subject of a Deficient Valuation, the
difference between the principal balance
of the Mortgage Loan outstanding
immediately prior to such Deficient Valuation
and the principal balance of the Mortgage
Loan as reduced by the Deficient
Valuation.
With respect to each Mortgage Loan which has become the
subject of a Debt Service Reduction, the
portion, if any, of the reduction in
each affected Monthly Payment attributable
to a reduction in the Mortgage Rate
imposed by a court of competent
jurisdiction. Each such Realized Loss shall be
deemed to have been incurred on the Due
Date for each affected Monthly Payment.
"Record Date": With respect to each Distribution Date and any
Floating Rate Certificate so long as such
Floating Rate Certificates is a
Book-Entry Certificate, the Business Day
immediately preceding such Distribution
Date. With respect to each Distribution
Date and any other Certificates,
including any Definitive Certificates, the
last Business Day of the month
immediately preceding the month in which
such Distribution Date occurs.
"Refinanced Mortgage Loan": A Mortgage Loan the proceeds of
which were not used to purchase the related
Mortgaged Property.
"Regular Certificate": Any Class A Certificate, Mezzanine
Certificate, Class CE Certificate or Class
P Certificate.
"Regular Interest": A "regular interest" in a REMIC within the
meaning of Section 860G(a)(1) of the
Code.
"Relief Act": The Servicemembers Civil Relief Act.
"Relief Act Interest Shortfall": With respect to any
Distribution Date and any Mortgage Loan,
any reduction in the amount of interest
collectible on such Mortgage Loan for the
most recently ended calendar month as
a result of the application of the Relief
Act.
"REMIC": A "real estate mortgage investment conduit" within
the meaning of Section 860D of the
Code.
"REMIC I": The segregated pool of assets subject hereto,
constituting the primary trust created
hereby and to be administered hereunder,
with respect to which a REMIC election is
to be made, consisting of: (i) such
Mortgage Loans and Prepayment Charges
related thereto as from time to time are
subject to this Agreement, together with
the Mortgage Files relating thereto,
and together with all collections thereon
and proceeds thereof; (ii) any REO
Property, together with all collections
thereon and proceeds thereof; (iii) the
Trustee's rights with respect to the
Mortgage Loans under all insurance policies
required to be maintained pursuant to this
Agreement and any proceeds thereof;
(iv) the Depositor's rights under the
Assignment Agreements (including any
security interest created thereby); and (v)
the Collection Account (other than
any amounts representing any Servicer
Prepayment Charge Payment Amount), the
Distribution Account (other than any
amounts representing any Servicer
Prepayment Charge Payment Amount) and any
REO Account, and such assets that are
deposited therein from time to time and any
investments thereof, together with
any and all income, proceeds and payments
with respect thereto. Notwithstanding
the foregoing, however, REMIC I
specifically excludes all payments and other
collections of principal and interest due
on the Mortgage Loans on or before the
Cut-off Date, all Prepayment Charges
payable in connection with Principal
Prepayments on the Mortgage Loans made
before the Cut-off Date, the Net WAC Rate
Carryover Reserve Account, the Cap
Contracts and Servicer Prepayment Charge
Payment Amounts.
"REMIC I Interest Loss Allocation Amount": With respect to any
Distribution Date, an amount equal to (a)
the product of (i) the aggregate
Stated Principal Balance of the Mortgage
Loans and REO Properties then
outstanding and (ii) the REMIC I Remittance
Rate for REMIC I Regular Interest
I-LTAA minus the Marker Rate, divided by
(b) 12.
"REMIC I Marker Allocation Percentage": 0.50% of any amount
payable or loss attributable from the
Mortgage Loans, which shall be allocated
to REMIC I Regular Interest I-LTAA, REMIC I
Regular Interest I-LTA1A, REMIC I
Regular Interest I-LTA1B, REMIC I Regular
Interest I-LTA2A, REMIC I Regular
Interest I-LTA3A, REMIC I Regular Interest
I-LTA3B, REMIC I Regular Interest
I-LTA3C, REMIC I Regular Interest I-LTA3D,
REMIC I Regular Interest I-LTM1,
REMIC I Regular Interest I-LTM2, REMIC I
Regular Interest I-LTM3, REMIC I
Regular Interest I-LTM4, REMIC I Regular
Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest
I-LTM7, REMIC I Regular Interest
I-LTM8, REMIC I Regular Interest I-LTM9,
REMIC I Regular Interest I-LTZZ and
REMIC I Regular Interest I-LTP.
"REMIC I Overcollateralized Amount": With respect to any date
of determination, (i) 0.50% of the
aggregate Uncertificated Balance of the REMIC
I Regular Interests minus (ii) the
aggregate Uncertificated Balance of REMIC I
Regular Interest I-LTA1A, REMIC I Regular
Interest I-LTA1B, REMIC I Regular
Interest I-LTA2A, REMIC I Regular Interest
I-LTA3A, REMIC I Regular Interest
I-LTA3B, REMIC I Regular Interest I-LTA3C,
REMIC I Regular Interest I-LTA3D,
REMIC I Regular Interest I-LTM1, REMIC I
Regular Interest I-LTM2, REMIC I
Regular Interest I-LTM3, REMIC I Regular
Interest I-LTM4, REMIC I Regular
Interest I-LTM5, REMIC I Regular Interest
I-LTM6, REMIC I Regular Interest
I-LTM7, REMIC I Regular Interest I-LTM8,
REMIC I Regular Interest I-LTM9 and
REMIC I Regular Interest I-LTP, in each
case as of such date of determination.
"REMIC I Principal Loss Allocation Amount": With respect to
any Distribution Date, an amount equal to
the product of (i) 50% of the
aggregate Stated Principal Balance of the
Mortgage Loans and REO Properties then
outstanding and (ii) 1 minus a fraction,
the numerator of which is two times the
aggregate Uncertificated Balance of REMIC I
Regular Interest I-LTA1A, REMIC I
Regular Interest I-LTA1B, REMIC I Regular
Interest I-LTA2A, REMIC I Regular
Interest I-LTA3A, REMIC I Regular Interest
I-LTA3B, REMIC I Regular Interest
I-LTA3C, REMIC I Regular Interest I-LTA3D,
REMIC I Regular Interest I-LTM1,
REMIC I Regular Interest I-LTM2, REMIC I
Regular Interest I-LTM3, REMIC I
Regular Interest I-LTM4, REMIC I Regular
Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest
I-LTM7, REMIC I Regular Interest
I-LTM8, REMIC I Regular Interest I-LTM9 and
REMIC I Regular Interest I-LTZZ.
"REMIC I Regular Interest": Any of the separate
non-certificated beneficial ownership
interests in REMIC I issued hereunder and
designated as a "regular interest" in REMIC
I. Each REMIC I Regular Interest
shall accrue interest at the related REMIC
I Remittance Rate in effect from time
to time or shall otherwise be entitled to
interest as set forth herein, and
shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto. The REMIC I Regular
Interests are as follows: REMIC I Regular
Interest I-LTAA, REMIC I Regular
Interest I-LTA1A, REMIC I Regular Interest
I-LTA1B, REMIC I Regular Interest
I-LTA2A, REMIC I Regular Interest I-LTA3A,
REMIC I Regular Interest I-LTA3B,
REMIC I Regular Interest I-LTA3C, REMIC I
Regular Interest I-LTA3D, REMIC I
Regular Interest I-LTM1, REMIC I Regular
Interest I-LTM2, REMIC I Regular
Interest I-LTM3, REMIC I Regular Interest
I-LTM4, REMIC I Regular Interest
I-LTM5, REMIC I Regular Interest I-LTM6,
REMIC I Regular Interest I-LTM7, REMIC
I Regular Interest I-LTM8 and REMIC I
Regular Interest I-LTM9, REMIC I Regular
Interest I-LTP, REMIC I Regular Interest
I-LTZZ, REMIC I Regular Interest
I-LT1GRP, REMIC I Regular Interest
I-LT1SUB, REMIC I Regular Interest I-LT2GRP,
REMIC I Regular Interest I-LT2SUB, REMIC I
Regular Interest I-LT3GRP, REMIC I
Regular Interest I-LT3SUB and REMIC I
Regular Interest I-LTXX.
"REMIC I Remittance Rate": With respect to REMIC I Regular
Interest I-LTAA, REMIC I Regular Interest
I-LTA1A, REMIC I Regular Interest
I-LTA1B, REMIC I Regular Interest I-LTA2A,
REMIC I Regular Interest I-LTA3A,
REMIC I Regular Interest I-LTA3B, REMIC I
Regular Interest I-LTA3C, REMIC I
Regular Interest I-LTA3D, REMIC I Regular
Interest I-LTM1, REMIC I Regular
Interest I-LTM2, REMIC I Regular Interest
I-LTM3, REMIC I Regular Interest
I-LTM4, REMIC I Regular Interest I-LTM5,
REMIC I Regular Interest I-LTM6, REMIC
I Regular Interest I-LTM7, REMIC I Regular
Interest I-LTM8 and REMIC I Regular
Interest I-LTM9, REMIC I Regular Interest
I-LTZZ, REMIC I Regular Interest
I-LTP, REMIC I Regular Interest I-LT1SUB,
REMIC I Regular Interest I-LT2SUB,
REMIC I Regular Interest I-LT3SUB and REMIC
I Regular Interest I-LTXX, the
weighted average of the Expense Adjusted
Net Mortgage Rates of the Mortgage
Loans. With respect to REMIC I Regular
Interest I-LT1GRP, the weighted average
of the Expense Adjusted Net Mortgage Rates
of the Group I Mortgage Loans, with
respect REMIC I Regular Interest I-LT2GRP,
the weighted average of the Expense
Adjusted Net Mortgage Rates of the Group II
Mortgage Loans and with respect to
REMIC Regular Interst I-LT3GRP, the
weighted average of the Expense Adjusted Net
Mortgage Rates of the Group III Mortgage
Loans.
"REMIC I Required Overcollateralized Amount": 0.50% of the
Overcollateralization Target Amount.
"REMIC I Sub WAC Allocation Percentage": 50% of any amount
payable from or loss attributable to the
Mortgage Loans, which shall be
allocated to REMIC I Regular Interest
I-LT1SUB, REMIC I Regular Interest
I-LT1GRP, REMIC I Regular Interest
I-LT2SUB, REMIC I Regular Interest I-LT2GRP,
REMIC I Regular Interest I-LT3SUB, REMIC I
Regular Interest I-LT3GRP and REMIC I
Regular Interest I-LTXX.
"REMIC I Subordinated Balance Ratio": The ratio between the
Uncertificated Balances of each REMIC I
Regular Interest ending with the
designation "SUB,", equal to the ratio
between, with respect to each such REMIC
I Regular Interest, the excess of (x) the
aggregate Stated Principal Balance of
the Mortgage Loans in the related Loan
Group over (y) the current Certificate
Principal Balance of Class A Certificates
in the related Loan Group.
"REMIC II": The segregated pool of assets consisting of all of
the REMIC I Regular Interests conveyed in
trust to the Trustee, for the benefit
of the Class A Certificates, the Mezzanine
Certificates and the Class R-II
Interest and all amounts deposited therein,
with respect to which a separate
REMIC election is to be made.
"REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment
conduits, which appear at Section
860A through 860G of the Code, and related
provisions, and proposed, temporary
and final regulations and published
rulings, notices and announcements
promulgated thereunder, as the foregoing
may be in effect from time to time.
"REMIC Regular Interests": The REMIC I Regular Interests.
"Remittance Report": A report in form and substance acceptable
to the Trust Administrator and the Trustee
prepared by the Master Servicer
pursuant to Section 4.03 with such
additions, deletions and modifications as
agreed to by the Trustee, the Trust
Administrator and the Master Servicer.
"Rents from Real Property": With respect to any REO Property,
gross income of the character described in
Section 856(d) of the Code as being
included in the term "rents from real
property."
"REO Account": The account or accounts maintained by the
Master Servicer in respect of an REO
Property pursuant to Section 3.23.
"REO Disposition": The sale or other disposition of an REO
Property on behalf of any Trust REMIC.
"REO Imputed Interest": As to any REO Property, for any
calendar month during which such REO
Property was at any time part of REMIC I,
one month's interest at the applicable
Mortgage Loan Remittance Rate on the
Stated Principal Balance of such REO
Property (or, in the case of the first such
calendar month, of the related Mortgage
Loan if appropriate) as of the close of
business on the Distribution Date in such
calendar month.
"REO Property": A Mortgaged Property acquired by the Master
Servicer on behalf of the Trust Fund
through foreclosure or deed-in-lieu of
foreclosure, as described in Section
3.23.
"Request for Release": A release signed by a Servicing
Officer, in the form of Exhibit E attached
hereto.
"Residential Dwelling": Any one of the following: (i) an
attached or detached one- family dwelling,
(ii) a detached two- to four-family
dwelling, (iii) a one-family dwelling unit
in a Fannie Mae eligible condominium
project, or (iv) a detached one-family
dwelling in a planned unit development,
none of which is a co-operative, mobile or
manufactured home (as defined in 42
United States Code, Section 5402(6)).
"Residual Certificates": The Class R Certificates.
"Residual Interest": The sole class of "residual interests" in
a REMIC within the meaning of Section
860G(a)(2) of the Code.
"Responsible Officer": When used with respect to the Trust
Administrator, the Paying Agent, the
Certificate Registrar or the Authenticating
Agent, the President, any vice president,
any assistant vice president, the
Secretary, any assistant secretary, the
Treasurer, any assistant treasurer, any
trust officer or assistant trust officer,
the Controller and any assistant
controller or any other officer thereof
customarily performing functions similar
to those performed by any of the above
designated officers and, with respect to
a particular matter relating to this
Agreement, to whom such matter is referred
because of such officer's knowledge of and
familiarity with the particular
subject. When used with respect to the
Trustee, any officer of the Trustee with
direct responsibility for the
administration of this Agreement and, with respect
to a particular matter relating to this
Agreement, to whom such matter is
referred because of such officer's
knowledge of and familiarity with the
particular subject.
"S&P" Standard & Poor's Ratings Services, a division of
the
McGraw-Hill Companies, Inc., or its
successors in interest.
"Scheduled Principal Balance": With respect to any Mortgage
Loan: (a) as of the Cut-off Date, the
outstanding principal balance of such
Mortgage Loan as of such date, net of the
principal portion of all unpaid
Monthly Payments, if any, due on or before
such date; (b) as of any Due Date
subsequent to the Cut-off Date up to and
including the Due Date in the calendar
month in which a Liquidation Event occurs
with respect to such Mortgage Loan,
the Scheduled Principal Balance of such
Mortgage Loan as of the Cut-off Date,
minus the sum of (i) the principal portion
of each Monthly Payment due on or
before such Due Date but subsequent to the
Cut-off Date, whether or not
received, (ii) all Principal Prepayments
received before such Due Date but after
the Cut-off Date, (iii) the principal
portion of all Liquidation Proceeds and
Insurance Proceeds received before such Due
Date but after the Cut-off Date, net
of any portion thereof that represents
principal due (without regard to any
acceleration of payments under the related
Mortgage and Mortgage Note) on a Due
Date occurring on or before the date on
which such proceeds were received and
(iv) any Realized Loss incurred with
respect thereto as a result of a Deficient
Valuation occurring before such Due Date,
but only to the extent such Realized
Loss represents a reduction in the portion
of principal of such Mortgage Loan
not yet due (without regard to any
acceleration of payments under the related
Mortgage and Mortgage Note) as of the date
of such Deficient Valuation; and (c)
as of any Due Date subsequent to the
occurrence of a Liquidation Event with
respect to such Mortgage Loan, zero. With
respect to any REO Property: (a) as of
any Due Date subsequent to the date of its
acquisition on behalf of the Trust
Fund up to and including the Due Date in
the calendar month in which a
Liquidation Event occurs with respect to
such REO Property, an amount (not less
than zero) equal to the Scheduled Principal
Balance of the related Mortgage Loan
as of the Due Date in the calendar month in
which such REO Property was acquired
minus the principal portion of each Monthly
Payment that would have become due
on such related Mortgage Loan after such
REO Property was acquired if such
Mortgage Loan had not been converted to an
REO Property; and (b) as of any Due
Date subsequent to the occurrence of a
Liquidation Event with respect to such
REO Property, zero.
"Seller": Citigroup Global Markets Realty Corp. or its
successor in interest.
"Senior Enhancement Percentage": For any Distribution Date,
the percentage equivalent of a fraction,
the numerator of which is the sum of
the aggregate Certificate Principal Balance
of the Mezzanine, Class CE and Class
P Certificates, calculated after taking
into account distribution of the Group I
Principal Distribution Amount, the Group II
Principal Distribution Amount and
the Group III Principal Distribution Amount
to the Certificates then entitled to
distributions of principal on such
Distribution Date,and the denominator of
which is the aggregate Stated Principal
Balance of the Mortgage Loans as of the
last day of the related Due Period (after
giving effect to scheduled payments of
principal due during the related Due
Period, to the extent received or advanced,
and unscheduled collections of principal
received during the related Prepayment
Period).
"Senior Interest Distribution Amount": With respect to any
Distribution Date and each Class of Class A
Certificates, an amount equal to the
sum of (i) the Interest Distribution Amount
for such Distribution Date and (ii)
the Interest Carry Forward Amount, if any,
for such Distribution Date.
"Servicer Prepayment Charge Payment Amount": The amounts
payable by the Master Servicer in respect
of any waived Prepayment Charges
pursuant to Section 3.01.
"Servicing Account": The account or accounts created and
maintained pursuant to Section 3.09.
"Servicing Advances": The reasonable "out-of-pocket" costs and
expenses incurred by the Master Servicer in
connection with a default,
delinquency or other unanticipated event by
the Master Servicer in the
performance of its servicing obligations,
including, but not limited to, the
cost of (i) the preservation, restoration
and protection of a Mortgaged
Property, (ii) any enforcement or judicial
proceedings, including foreclosures,
in respect of a particular Mortgage Loan,
including any expenses incurred in
relation to any such proceedings that
result from the Mortgage Loan being
registered on the MERS System, (iii) the
management (including reasonable fees
in connection therewith) and liquidation of
any REO Property, and (iv) the
performance of its obligations under
Section 3.01, Section 3.09, Section 3.13,
Section 3.14, Section 3.16 and Section
3.23. The Master Servicer shall not be
required to make any Servicing Advance in
respect of a Mortgage Loan or REO
Property that, in the good faith business
judgment of the Master Servicer, would
not be ultimately recoverable from related
Insurance Proceeds or Liquidation
Proceeds on such Mortgage Loan or REO
Property as provided herein.
"Servicing Fee": With respect to each Mortgage Loan and for
any calendar month, an amount equal to one
month's interest at the applicable
Servicing Fee Rate on the same principal
amount on which interest on such
Mortgage Loan accrues for such calendar
month. A portion of such Servicing Fee
may be retained by any Sub-Servicer as its
servicing compensation.
"Servicing Fee Rate": With respect to each Mortgage Loan, the
rate of 0.50% per annum.
"Servicing Officer": Any employee of the Master Servicer
involved in, or responsible for, the
administration and servicing of the
Mortgage Loans, whose name appear on a list
of Servicing Officers furnished by
the Master Servicer to the Trustee, the
Trust Administrator and the Depositor on
the Closing Date, as such list may from
time to time be amended.
"Single Certificate": With respect to any Class of
Certificates (other than the Residual
Certificates), a hypothetical Certificate
of such Class evidencing a Percentage
Interest for such Class corresponding to
an initial Certificate Principal Balance or
Notional Amount of $1,000. With
respect to the Class P and the Residual
Certificates, a hypothetical Certificate
of such Class evidencing a 20% Percentage
Interest in such Class.
"Startup Day": With respect to any Trust REMIC, the day
designated as such pursuant to Section
10.01(b) hereof.
"Stated Principal Balance": With respect to any Mortgage Loan:
(a) as of any date of determination up to
but not including the Distribution
Date on which the proceeds, if any, of a
Liquidation Event with respect to such
Mortgage Loan would be distributed, the
Scheduled Principal Balance of such
Mortgage Loan as of the Cut-off Date, as
shown in the Mortgage Loan Schedule,
minus the sum of (i) the principal portion
of each Monthly Payment due on a Due
Date subsequent to the Cut-off Date, to the
extent received from the Mortgagor
or advanced by the Master Servicer and
distributed pursuant to Section 4.01 on
or before such date of determination, (ii)
all Principal Prepayments received
after the Cut-off Date, to the extent
distributed pursuant to Section 4.01 on or
before such date of determination, (iii)
all Liquidation Proceeds and Insurance
Proceeds applied by the Master Servicer as
recoveries of principal in accordance
with the provisions of Section 3.16, to the
extent distributed pursuant to
Section 4.01 on or before such date of
determination, and (iv) any Realized Loss
incurred with respect thereto as a result
of a Deficient Valuation made during
or prior to the Prepayment Period for the
most recent Distribution Date
coinciding with or preceding such date of
determination; and (b) as of any date
of determination coinciding with or
subsequent to the Distribution Date on which
the proceeds, if any, of a Liquidation
Event with respect to such Mortgage Loan
would be distributed, zero. With respect to
any REO Property: (a) as of any date
of determination up to but not including
the Distribution Date on which the
proceeds, if any, of a Liquidation Event
with respect to such REO Property would
be distributed, an amount (not less than
zero) equal to the Stated Principal
Balance of the related Mortgage Loan as of
the date on which such REO Property
was acquired on behalf of the Trust Fund,
minus, the principal portion of
Monthly Payments that would have become due
on such related Mortgage Loan after
such REO Property was acquired if such
Mortgage Loan had not been converted to
an REO Property, to the extent advanced by
the Master Servicer and distributed
pursuant to Section 4.01 on or before such
date of determination; and (b) as of
any date of determination coinciding with
or subsequent to the Distribution Date
on which the proceeds, if any, of a
Liquidation Event with respect to such REO
Property would be distributed, zero.
"Stayed Funds": If the Master Servicer is the subject of a
proceeding under the federal Bankruptcy
Code and the making of any payment
required to be made under the terms of the
Certificates and this Agreement is
prohibited by Section 362 of the federal
Bankruptcy Code, funds which are in the
custody of the Master Servicer, a trustee
in bankruptcy or a federal bankruptcy
court and should have been the subject of
such Remittance absent such
prohibition.
"Stepdown Date": The earlier to occur of (i) the first
Distribution Date on which the aggregate
Certificate Principal Balance of the
Class A Certificates has been reduced to
zero and (ii) the later to occur of (a)
the Distribution Date occurring in June
2008 and (b) the first Distribution Date
on which the Senior Enhancement Percentage
(calculated for this purpose only
after taking into account distributions of
principal on the Mortgage Loans but
prior to any distribution of the Group I
Principal Distribution Amount the Group
II Principal Distribution Amount and the
Group III Principal Distribution Amount
to the Certificates then entitled to
distributions of principal on such
Distribution Date) is equal to or greater
than 44.90%.
"Sub-Servicer": Any Person (i) with which the Master Servicer
has entered into a Sub- Servicing Agreement
and which meets the qualifications
of a Sub-Servicer pursuant to Section 3.02
or (ii) in the case of the Initial
Sub-Servicing Agreement, Countrywide Home
Loans Servicing LP (in the case of the
Countrywide Mortgage Loans) and HomEq
Servicing Corporation (in the case of the
HomEq Mortgage Loans) or a respective
successor that is the servicer under the
related Initial Sub-Servicing
Agreement.
"Sub-Servicing Account": An account established by a
Sub-Servicer which meets the requirements
set forth in Section 3.08 and is
otherwise acceptable to the Master
Servicer.
"Sub-Servicing Agreement": Either (i) the written contract
between the Master Servicer and a
Sub-Servicer relating to servicing and
administration of certain Mortgage Loans as
provided in Section 3.02 or (ii) any
Initial Sub-Servicing Agreement.
"Subsequent Recoveries": As of any Distribution Date, amounts
received by the Trust Fund (net of any
related expenses permitted to be
reimbursed to the related Sub-Servicer or
the Master Servicer from such amounts
under the related Sub-Servicing Agreement
or hereunder) specifically related to
a Mortgage Loan that was the subject of a
liquidation or an REO Disposition
prior to the related Prepayment Period that
resulted in a Realized Loss.
"Substitution Shortfall Amount": As defined in Section 2.03(d)
hereof.
"Tax Returns": The federal income tax return on Internal
Revenue Service Form 1066, U.S. Real Estate
Mortgage Investment Conduit Income
Tax Return, including Schedule Q thereto,
Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss
Allocation, or any successor forms,
to be filed on behalf of any Trust REMIC
due to its classification as a REMIC
under the REMIC Provisions, together with
any and all other information reports
or returns that may be required to be
furnished to the Certificateholders or
filed with the Internal Revenue Service or
any other governmental taxing
authority under any applicable provisions
of federal, state or local tax laws.
"Telerate Page 3750": The display designated as page "3750" on
the Dow Jones Telerate Capital Markets
Report (or such other page as may replace
page 3750 on that report for the purpose of
displaying London interbank offered
rates of major banks).
"Termination Price":
As defined in Section 9.01.
"Terminator": As defined in Section 9.01.
"Trailing Recoveries": Any Insurance Proceeds, Liquidation
Proceeds and other payments or recoveries
on a Mortgage Loan received or
collected by the Master Servicer after a
Final Recovery Determination has been
made with respect to such Mortgage Loan or
related REO Property.
"Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment
of any Ownership Interest in a
Certificate.
"Transferee": Any Person who is acquiring by Transfer any
Ownership Interest in a Certificate.
"Transferor": Any Person who is disposing by Transfer of any
Ownership Interest in a Certificate.
"Trigger Event": A Trigger Event is in effect on any
Distribution Date on or after the Stepdown
Date if:
(a) the Delinquency Percentage exceeds 35.00% of the Senior
Enhancement Percentage for the prior
Distribution Date; or
(b) the aggregate amount of Realized Losses incurred since the
Cut-off Date through the last day of the
related Due Period (reduced by the
aggregate amount of Subsequent Recoveries
received since the Cut-off Date
through the last day of the related Due
Period) divided by aggregate Stated
Principal Balance of the Mortgage Loans as
of the Cut-off Date exceeds the
applicable percentages set forth below with
respect to such Distribution Date:
<TABLE>
<CAPTION>
DISTRIBUTION DATE OCCURRING IN
PERCENTAGE
------------------------------
----------
<S>
<C>
June 2008 through May 2009
3.00%
June 2009 through May 2010
4.50%
June 2010 through May 2011
6.00%
June 2011 and thereafter
6.50%
</TABLE>
"Trust Administrator": CitiMortgage, Inc., or its successor in
interest, or any successor trust
administrator appointed as herein provided.
"Trust Fund": Collectively, all of the assets of each Trust
REMIC, the Net WAC Rate Carryover Reserve
Account, the Cap Contracts, Servicer
Prepayment Charge Payment Amounts and the
other assets conveyed by the Depositor
to the Trustee pursuant to Section
2.01.
"Trust REMIC": Any of REMIC I and REMIC II.
"Trustee": U.S. Bank National Association, or its successor in
interest, or any successor trustee
appointed as herein provided.
"Uncertificated Balance": The amount of any REMIC Regular
Interest outstanding as of any date of
determination. As of the Closing Date,
the Uncertificated Balance of each REMIC
Regular Interest shall equal the amount
set forth in the Preliminary Statement
hereto as its initial Uncertificated
Balance. On each Distribution Date, the
Uncertificated Balance of each REMIC
Regular Interest shall be reduced by all
distributions of principal made on such
REMIC Regular Interest on such Distribution
Date pursuant to Section 4.01 and,
if and to the extent necessary and
appropriate, shall be further reduced on such
Distribution Date by Realized Losses as
provided in Section 4.04. The
Uncertificated Balance of REMIC I Regular
Interest I-LTZZ shall be increased by
interest deferrals as provided in Section
4.01). The Uncertificated Balance of
each REMIC Regular Interest shall never be
less than zero.
"Uncertificated Interest": With respect to any REMIC Regular
Interest for any Distribution Date, one
month's interest at the REMIC I
Remittance Rate applicable to such REMIC
Regular Interest for such Distribution
Date, accrued on the Uncertificated Balance
thereof immediately prior to such
Distribution Date. Uncertificated Interest
in respect of any REMIC Regular
Interest shall accrue on the basis of a
360-day year consisting of twelve 30-day
months. Uncertificated Interest with
respect to each Distribution Date, as to
any REMIC Regular Interest, shall be
reduced by an amount equal to the sum of
(a) the aggregate Prepayment Interest
Shortfall, if any, for such Distribution
Date to the extent not covered by payments
pursuant to Section 3.24 and (b) the
aggregate amount of any Relief Act Interest
Shortfall, if any allocated, in each
case, to such REMIC Regular Interest
pursuant to Section 1.02. In addition,
Uncertificated Interest with respect to
each Distribution Date, as to any REMIC
Regular Interest shall be reduced by
Realized Losses, if any, allocated to such
REMIC Regular Interest pursuant to Section
1.02 and Section 4.04.
"Uninsured Cause": Any cause of damage to a Mortgaged Property
such that the complete restoration of such
property is not fully reimbursable by
the hazard insurance policies required to
be maintained pursuant to Section
3.14.
"United States Person": A citizen or resident of the United
States, a corporation, partnership or other
entity created or organized in, or
under the laws of, the United States, any
State thereof or the District of
Columbia (except, in the case of a
partnership, to the extent provided in
regulations); provided that, for purposes
solely of the restrictions on the
transfer of the Class R Certificates, no
partnership or other entity treated as
a partnership for United States federal
income tax purposes shall be treated as
a United States Person unless all persons
that own an interest in such
partnership either directly or through any
entity that is not a corporation for
United States federal income tax purposes
are required by the applicable
operative agreement to be United States
Persons, or an estate whose income is
subject to United States federal income tax
regardless of its source, or a trust
if a court within the United States is able
to exercise primary supervision over
the administration of the trust and one or
more United States Persons have the
authority to control all substantial
decisions of the trust. To the extent
prescribed in regulations by the Secretary
of the Treasury, which have not yet
been issued, a trust which was in existence
on August 20, 1996 (other than a
trust treated as owned by the grantor under
subpart E of part I of subchapter J
of chapter 1 of the Code), and which was
treated as a United States person on
August 20, 1996 may elect to continue to be
treated as a United States person
notwithstanding the previous sentence. The
term "United States" shall have the
meaning set forth in Section 7701 of the
Code.
"Value": With respect to any Mortgaged Property, the lesser of
(i) the value thereof as determined by an
appraisal made for the originator of
the Mortgage Loan at the time of
origination of the Mortgage Loan and (ii) the
purchase price paid for the related
Mortgaged Property by the Mortgagor with the
proceeds of the Mortgage Loan, provided,
however, in the case of a Refinanced
Mortgage Loan, such value of the Mortgaged
Property is based solely upon the
value determined by an appraisal made for
the originator of such Refinanced
Mortgage Loan at the time of origination of
such Refinanced Mortgage Loan by an
appraiser.
"Voting Rights": The portion of the voting rights of all of
the Certificates which is allocated to any
Certificate. With respect to any date
of determination, 98% of all Voting Rights
will be allocated among the holders
of the Class A Certificates, the Mezzanine
Certificates and the Class CE
Certificates in proportion to the then
outstanding Certificate Principal
Balances of their respective Certificates,
1% of all Voting Rights will be
allocated to the holders of the Class P
Certificates and 1% of all Voting Rights
will be allocated among the holders of the
Residual Certificates. The Voting
Rights allocated to each Class of
Certificate shall be allocated among Holders
of each such Class in accordance with their
respective Percentage Interests as
of the most recent Record Date.
SECTION 1.02 Allocation of Certain Interest Shortfalls.
For purposes of calculating the Interest Distribution Amount
for the Floating Rate Certificates and the
Class CE Certificates for any
Distribution Date, the aggregate amount of
any Prepayment Interest Shortfalls
(to the extent not covered by payments by
the Master Servicer pursuant to
Section 3.24) and any Relief Act Interest
Shortfalls incurred in respect of the
Mortgage Loans for any Distribution Date
shall be allocated first, to the Class
CE Certificates based on, and to the extent
of, one month's interest at the then
applicable Pass-Through Rate on the
Notional Amount of the Class CE Certificates
and, thereafter, among the Class A
Certificates and the Mezzanine Certificates
on a PRO RATA basis based on, and to the
extent of, one month's interest at the
then applicable respective Pass-Through
Rate on the respective Certificate
Principal Balance of each such Certificate
immediately prior to such
Distribution Date.
For purposes of calculating the amount of Uncertificated
Interest for the REMIC I Regular Interests
for any Distribution Date:
(A) The REMIC I Marker Allocation Percentage of the aggregate
amount of any Prepayment Interest
Shortfalls (to the extent not covered by
payments by the Master Servicer pursuant to
Section 3.24) and the REMIC I Marker
Allocation Percentage of any Relief Act
Interest Shortfalls incurred in respect
of the Mortgage Loans for any Distribution
Date shall be allocated among REMIC I
Regular Interest I-LTAA, REMIC I Regular
Interest I-LTA1A, REMIC I Regular
Interest I-LTA1B, REMIC I Regular Interest
I-LTA2A, REMIC I Regular Interest
I-LTA3A, REMIC I Regular Interest I-LTA3B,
REMIC I Regular Interest I-LTA3C,
REMIC I Regular Interest I-LTA3D, REMIC I
Regular Interest I-LTM1, REMIC I
Regular Interest I-LTM2, REMIC I Regular
Interest I-LTM3, REMIC I Regular
Interest I-LTM4, REMIC I Regular Interest
I-LTM5, REMIC I Regular Interest
I-LTM6, REMIC I Regular Interest I-LTM7,
REMIC I Regular Interest I-LTM8, REMIC
I Regular Interest I-LTM9 and REMIC I
Regular Interest I-LTZZ PRO RATA based on,
and to the extent of, one month's interest
at the then applicable respective
REMIC I Remittance Rate on the respective
Uncertificated Balance of each such
REMIC I Regular Interest; and
(B) The REMIC I Sub WAC Allocation Percentage of the aggregate
amount of any Prepayment Interest
Shortfalls (to the extent not covered by
payments by the Master Servicer pursuant to
Section 3.24) and the REMIC I Sub
WAC Allocation Percentage of any Relief Act
Interest Shortfalls incurred in
respect of the Mortgage Loans for any
Distribution Date shall be allocated
first, to Uncertificated Interest payable
to REMIC I Regular Interest I-LT1SUB,
REMIC I Regular Interest I-LT1GRP, REMIC I
Regular Interest I-LT2SUB, REMIC I
Regular Interest I-LT2GRP, REMIC I Regular
Interest I-LT3SUB, REMIC I Regular
Interest I-LT3GRP and REMIC I Regular
Interest I-LTXX, PRO RATA based on, and to
the extent of, one month's interest at the
then applicable respective REMIC I
Remittance Rate on the respective
Uncertificated Balance of each such REMIC I
Regular Interest.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01 Conveyance of Mortgage Loans.
The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set
over and otherwise convey to the
Trustee without recourse for the benefit of
the Certificateholders all the
right, title and interest of the Depositor,
including any security interest
therein for the benefit of the Depositor,
in and to the Mortgage Loans
identified on the Mortgage Loan Schedule,
the rights of the Depositor under the
Assignment Agreements, and all other assets
included or to be included in REMIC
I. Such assignment includes all interest
and principal received by the Depositor
or the Master Servicer on or with respect
to the Mortgage Loans (other than
payments of principal and interest due on
such Mortgage Loans on or before the
Cut-off Date). The Depositor herewith
delivers to the Trustee executed copies of
the Assignment Agreements, and the Trustee
and the Paying Agent acknowledge
receipt of the same on behalf of the
Certificateholders.
In connection
with such transfer and assignment, the Depositor
does hereby deliver to, and deposit with,
the Trustee or a Custodian on its
behalf, the following documents or
instruments (a "Mortgage File") with respect
to each Mortgage Loan so transferred and
assigned:
(i) The Mortgage Note, endorsed by manual or facsimile
signature without recourse by the related Originator or an
Affiliate of
the related Originator in blank or to the Trustee showing a
complete
chain of
endorsements from the named payee to the Trustee or from the
named payee to the Affiliate of the related Originator and from
such
Affiliate to the Trustee;
(ii) The original recorded Mortgage, noting the presence of
the MIN of the Mortgage Loan, if applicable, and language
indicating
that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a
MOM
Loan, with evidence of recording thereon or a copy of the
Mortgage
certified by the public recording office in those jurisdictions
where
the public recording office retains the original;
(iii) Unless the Mortgage Loan is registered on the MERS(R)
System, an assignment from the related Originator or an Affiliate
of
the related Originator to the Trustee in recordable form of the
Mortgage which may be included, where permitted by local law, in
a
blanket assignment or assignments of the Mortgage to the
Trustee,
including any intervening assignments and showing a complete chain
of
title from the original mortgagee named under the Mortgage to
the
Person assigning the Mortgage Loan to the Trustee (or to MERS,
noting
the presence of the MIN, if the Mortgage Loan is registered on
the
MERS(R) System);
(iv) Any original assumption, modification, buydown or
conversion-to- fixed-interest-rate agreement applicable to the
Mortgage
Loan; and
(v) The
original or a copy of the title insurance policy
(which may be a certificate or a short form policy relating to a
master
policy of title insurance) pertaining to the Mortgaged Property, or
in
the event such original title policy is unavailable, a copy of
the
preliminary title report and the lender's recording instructions,
with
the original to be delivered within 180 days of the Closing Date or
an
attorney's opinion of title in jurisdictions where such is the
customary evidence of title.
In instances where an original recorded Mortgage cannot be
delivered by the Depositor to the Trustee
(or a Custodian on behalf of the
Trustee) prior to or concurrently with the
execution and delivery of this
Agreement, due to a delay in connection
with the recording of such Mortgage, the
Depositor may, (a) in lieu of delivering
such original recorded Mortgage
referred to in clause (ii) above, deliver
to the Trustee (or a Custodian on
behalf of the Trustee) a copy thereof,
provided that the Depositor certifies
that the original Mortgage has been
delivered to a title insurance company for
recordation after receipt of its policy of
title insurance or binder therefor
(which may be a certificate relating to a
master policy of title insurance), and
(b) in lieu of delivering the completed
assignment in recordable form referred
to in clause (iii) above to the Trustee (or
a Custodian on behalf of the
Trustee), deliver such assignment to the
Trustee (or a Custodian on behalf of
the Trustee) completed except for recording
information. In all such instances,
the Depositor will deliver the original
recorded Mortgage and completed
assignment (if applicable) to the Trustee
(or a Custodian on behalf of the
Trustee) promptly upon receipt of such
Mortgage. In instances where an original
recorded Mortgage has been lost or
misplaced, the Depositor or the related title
insurance company may deliver, in lieu of
such Mortgage, a copy of such Mortgage
bearing recordation information and
certified as true and correct by the office
in which recordation thereof was made. In
instances where the original or a copy
of the title insurance policy referred to
in clause (vi) above (which may be a
certificate relating to a master policy of
title insurance) pertaining to the
Mortgaged Property relating to a Mortgage
Loan cannot be delivered by the
Depositor to the Trustee (or a Custodian on
behalf of the Trustee) prior to or
concurrently with the execution and
delivery of this Agreement because such
policy is not yet available, the Depositor
may, in lieu of delivering the
original or a copy of such title insurance
referred to in clause (vi) above,
deliver to the Trustee (or a Custodian on
behalf of the Trustee) a binder with
respect to such policy (which may be a
certificate relating to a master policy
of title insurance) and deliver the
original or a copy of such policy (which may
be a certificate relating to a master
policy of title insurance) to the Trustee
(or a Custodian on behalf of the Trustee)
within 180 days of the Closing Date,
in instances where an original assumption,
modification, buydown or
conversion-to-fixed- interest-rate
agreement cannot be delivered by the
Depositor to the Trustee (or a Custodian on
behalf of the Trustee) prior to or
concurrently with the execution and
delivery of this Agreement, the Depositor
may, in lieu of delivering the original of
such agreement referred to in clause
(iv) above, deliver a certified copy
thereof.
To the extent not already recorded, except with respect to any
Mortgage Loan for which MERS is identified
on the Mortgage or on a properly
recorded assignment of the Mortgage as the
mortgagee of record, the Master
Servicer, at the expense of the Seller
shall promptly (and in no event later
than five Business Days following the later
of the Closing Date and the date of
receipt by the Master Servicer of the
recording information for a Mortgage)
submit or cause to be submitted for
recording, at no expense to any Trust REMIC,
in the appropriate public office for real
property records, each Assignment
delivered to it pursuant to (iii) above. In
the event that any such Assignment
is lost or returned unrecorded because of a
defect therein, the Master Servicer,
at the expense of the Seller, shall
promptly prepare or cause to be prepared a
substitute Assignment or cure or cause to
be cured such defect, as the case may
be, and thereafter cause each such
Assignment to be duly recorded.
Notwithstanding the foregoing, but without
limiting the requirement that such
Assignments be in recordable form, neither
the Master Servicer nor the Trustee
shall be required to submit or cause to be
submitted for recording any
Assignment delivered to it or a Custodian
pursuant to (iii) above if such
recordation shall not, as of the Closing
Date, be required by the Rating
Agencies, as a condition to their
assignment on the Closing Date of their
initial ratings to the Certificates, as
evidenced by the delivery by the Rating
Agencies of their ratings letters on the
Closing Date; provided, however,
notwithstanding the foregoing, the Master
Servicer shall submit each Assignment
for recording, at no expense to the Trust
Fund or the Master Servicer, upon the
earliest to occur of: (A) reasonable
direction by Holders of Certificates
entitled to at least 25% of the Voting
Rights, (B) the occurrence of a Master
Servicer Event of Termination, (C) the
occurrence of a bankruptcy, insolvency or
foreclosure relating to the Seller, (D) the
occurrence of a servicing transfer
as described in Section 7.02 of this
Agreement and (E) with respect to any one
Assignment the occurrence of a foreclosure
relating to the Mortgagor under the
related Mortgage. Notwithstanding the
foregoing, if the Seller fails to pay the
cost of recording the Assignments, such
expense will be paid by the Master
Servicer and the Master Servicer shall be
reimbursed for such expenses by the
Trust as set forth herein.
In connection with the assignment of any Mortgage Loan
registered on the MERS System, the
Depositor further agrees that it will cause,
within 30 Business Days after the Closing
Date, the MERS System to indicate that
such Mortgage Loans have been assigned by
the Depositor to the Trustee in
accordance with this Agreement for the
benefit of the Certificateholders by
including in such computer files (a) the
code in the field which identifies the
specific Trustee and (b) the code in the
field "Pool Field" which identifies the
series of the Certificates issued in
connection with such Mortgage Loans. The
Depositor further agrees that it will not,
and will not permit the Master
Servicer to, and the Master Servicer agrees
that it will not and will not permit
a Sub-Servicer to, alter the codes
referenced in this paragraph with respect to
any Mortgage Loan during the term of this
Agreement unless and until such
Mortgage Loan is repurchased in accordance
with the terms of this Agreement.
With respect to a maximum of approximately 5.00% of the
Original Mortgage Loans, by outstanding
principal balance of the Original
Mortgage Loans as of the Cut-off Date, if
any original Mortgage Note referred to
in (i) above cannot be located, the
obligations of the Depositor to deliver such
documents shall be deemed to be satisfied
upon delivery to the Trustee (or a
Custodian on behalf of the Trustee) of a
photocopy of such Mortgage Note, if
available, with a lost note affidavit. If
any of the original Mortgage Notes for
which a lost note affidavit was delivered
to the Trustee (or a Custodian on
behalf of the Trustee) is subsequently
located, such original Mortgage Note
shall be delivered to the Trustee (or a
Custodian on behalf of the Trustee)
within three Business Days.
The Depositor shall deliver or cause to be delivered to the
Trustee (or a Custodian on behalf of the
Trustee) promptly upon receipt thereof
any other original documents constituting a
part of a Mortgage File received
with respect to any Mortgage Loan,
including, but not limited to, any original
documents evidencing an assumption,
modification, consolidation or extension of
any Mortgage Loan.
All original documents relating to the Mortgage Loans that are
not delivered to the Trustee (or a
Custodian on behalf of the Trustee) are and
shall be held by or on behalf of the
Seller, the Depositor or the Master
Servicer, as the case may be, in trust for
the benefit of the Trustee on behalf
of the Certificateholders. In the event
that any such original document is
required pursuant to the terms of this
Section to be a part of a Mortgage File,
such document shall be delivered promptly
to the Trustee (or a Custodian on
behalf of the Trustee). Any such original
document delivered to or held by the
Depositor that is not required pursuant to
the terms of this Section to be a
part of a Mortgage File, shall be delivered
promptly to the Master Servicer.
Wherever it is provided in this Section 2.01 that any
document, evidence or information relating
to a Mortgage Loan be delivered or
supplied to the Trustee, the Depositor
shall do so by delivery thereof to the
Trustee or a Custodian on behalf of the
Trustee.
The parties hereto understand and agree that it is not
intended that any Mortgage Loan be included
in the Trust that is a high-cost
home loan as defined by the Homeownership
and Equity Protection Act of 1994 or
any other applicable predatory or abusive
lending laws.
The Depositor hereby directs the Trustee to execute, deliver
and perform its obligations under the Cap
Contracts on the Closing Date and
thereafter on behalf of the Trust and the
Holders of the Floating Rate
Certificates. The Seller, the Depositor,
the Master Servicer, the Trust
Administrator, the Paying Agent and the
Holders of the Floating Rate
Certificates by their acceptance of such
Certificates acknowledge and agree that
the Trustee shall execute, deliver and
perform the Trust Fund's obligations
under the Cap Contracts and shall do so
solely in its capacity as Trustee of the
Trust Fund and not in its individual
capacity.
SECTION 2.02 Acceptance of the Trust Fund by the Trustee.
Subject to the provisions of Section 2.01 and subject to any
exceptions noted on an exception report
delivered by or on behalf of the
Trustee, the Trustee acknowledges receipt
of the documents referred to in
Section 2.01 (other than such documents
described in Section 2.01(iv)) above and
all other assets included in the definition
of "Trust Fund" and declares that it
holds and will hold such documents and the
other documents delivered to it
constituting the Mortgage File, and that it
holds or will hold all such assets
and such other assets included in the
definition of "Trust Fund" in trust for
the exclusive use and benefit of all
present and future Certificateholders.
The Trustee, by execution and delivery hereof, acknowledges
receipt, subject to the review described in
the succeeding sentence, of the
documents and other property referred to in
Section 2.01 and declares that the
Trustee (or a Custodian on behalf of the
Trustee) holds and will hold such
documents and other property, including
property yet to be received in the Trust
Fund, in trust, upon the trusts herein set
forth, for the benefit of all present
and future Certificateholders. The Trustee
or the Custodian on its behalf shall,
for the benefit of the Trustee and the
Certificateholders, review each Mortgage
File within 90 days after execution and
delivery of this Agreement, to ascertain
that all required documents have been
executed, received and recorded, if
applicable, and that such documents relate
to the Mortgage Loans. If in the
course of such review the Trustee or the
Custodian on its behalf finds a
document or documents constituting a part
of a Mortgage File to be defective in
any material respect, the Trustee or the
Custodian on its behalf shall promptly
so notify the Depositor, the Trust
Administrator, the Paying Agent, the Seller,
the Master Servicer and, if such notice is
from the Custodian on the Trustee's
behalf, the Trustee. In addition, upon the
discovery by the Depositor, the
Master Servicer, the Trust Administrator,
the Paying Agent or the Trustee of a
breach of any of the representations and
warranties made by the Originator or
the Seller in the related Assignment
Agreement in respect of any Mortgage Loan
which materially adversely affects such
Mortgage Loan or the interests of the
related Certificateholders in such Mortgage
Loan, the party discovering such
breach shall give prompt written notice to
the other parties.
The Depositor and the Trustee intend that the assignment and
transfer herein contemplated constitute a
sale of the Mortgage Loans, the
related Mortgage Notes and the related
documents, conveying good title thereto
free and clear of any liens and
encumbrances, from the Depositor to the Trustee
in trust for the benefit of the
Certificateholders and that such property not be
part of the Depositor's estate or property
of the Depositor in the event of any
insolvency by the Depositor. In the event
that such conveyance is deemed to be,
or to be made as security for, a loan, the
parties intend that the Depositor
shall be deemed to have granted and does
hereby grant to the Trustee a first
priority perfected security interest in all
of the Depositor's right, title and
interest in and to the Mortgage Loans, the
related Mortgage Notes and the
related documents, and that this Agreement
shall constitute a security agreement
under applicable law.
The Trustee may, concurrently with the execution and delivery
hereof or at any time thereafter, enter
into a custodial agreement with a
Custodian pursuant to which the Trustee
appoints a Custodian to hold the
Mortgage Files on behalf of the Trustee for
the benefit of the Trustee and all
present and future Certificateholders,
which may provide that the Custodian
shall, on behalf of the Trustee, conduct
the review of each Mortgage File
required under the first paragraph of this
Section 2.02. Initially, Citibank
West, FSB is appointed as Custodian with
respect to the Mortgage Files of all
the Mortgage Loans and, notwithstanding
anything to the contrary herein, it is
understood that such initial Custodian
shall be responsible for the review
contemplated in the second paragraph of
this Section 2.02 and for all other
functions relating to the receipt, review,
reporting and certification provided
for herein with respect to the Mortgage
Files (other than ownership thereof for
the benefit of the Certificateholders and
related duties and obligations set
forth herein).
SECTION 2.03 Repurchase or Substitution of Mortgage Loans by
the Seller or the Depositor.
(a) Upon discovery or receipt of notice by the Depositor, the
Master Servicer, the Trust Administrator or
the Trustee of any materially
defective document in, or that a document
is missing from, a Mortgage File or of
the breach by an Originator or the Seller
of any representation, warranty or
covenant under an Assignment Agreement in
respect of any Mortgage Loan which
materially adversely affects the value of
such Mortgage Loan or the interest
therein of the Certificateholders, the
party so discovering or receiving notice
shall promptly notify the other parties to
this Agreement, and the Trustee
thereupon shall promptly notify the related
Originator and the Seller of such
defect, missing document or breach and
request that the related Originator
deliver such missing document or cure such
defect or that the related Originator
or the Seller, as applicable, cure such
breach within 90 days from the date the
related Originator or the Seller, as
applicable, was notified of such missing
document, defect or breach, and if the
Originator or Seller, as applicable, does
not deliver such missing document or cure
such defect or breach in all material
respects during such period, the Trustee
shall enforce the obligations of the
Originator or Seller, as applicable, under
the related Assignment Agreement (i)
to repurchase such Mortgage Loan from REMIC
I at the Purchase Price within 90
days after the date on which the Seller was
notified (subject to Section
2.03(e)) of such missing document, defect
or breach, and (ii) to indemnify the
Trust Fund in respect of such missing
document, defect or breach, in the case of
each of (i) and (ii), if and to the extent
that the Originator or Seller, as
applicable, is obligated to do so under the
related Assignment Agreement. The
Purchase Price for the repurchased Mortgage
Loan and any indemnification shall
be remitted by the related Originator or
the Seller, as applicable, to the
Master Servicer for deposit into the
Collection Account, and the Trust
Administrator, upon receipt of written
notice from the Master Servicer of such
deposit, shall give written notice to the
Trustee that such deposit has taken
place and the Trustee shall release (or
cause the Custodian to release on its
behalf) to the related Originator or the
Seller, as applicable, the related
Mortgage File, and the Trustee and the
Trust Administrator shall execute and
deliver such instruments of transfer or
assignment, in each case without
recourse, as the related Originator or the
Seller, as applicable, shall furnish
to it and as shall be necessary to vest in
the related Originator or the Seller,
as applicable,any Mortgage Loan released
pursuant hereto, and the Trustee and
the Trust Administrator shall have no
further responsibility with regard to such
Mortgage File. In furtherance of the
foregoing, if the related Originator or the
Seller, as applicable, is not a member of
MERS and repurchases a Mortgage Loan
which is registered on the MERS System, the
related Originator or the Seller, as
applicable, pursuant to the related
Assignment Agreement at its own expense and
without any right of reimbursement, shall
cause MERS to execute and deliver an
assignment of the Mortgage in recordable
form to transfer the Mortgage from MERS
to the related Originator or the Seller, as
applicable, and shall cause such
Mortgage to be removed from registration on
the MERS System in accordance with
MERS rules and regulations. In lieu of
repurchasing any such Mortgage Loan as
provided above, if so provided in the
related Assignment Agreement the related
Originator or the Seller, as applicable,
may cause such Mortgage Loan to be
removed from REMIC I (in which case it
shall become a Deleted Mortgage Loan) and
substitute one or more Qualified Substitute
Mortgage Loans in the manner and
subject to the limitations set forth in
Section 2.03(d). It is understood and
agreed that the obligation of the related
Originator or the Seller, as
applicable, to cure or to repurchase (or to
substitute for) any Mortgage Loan as
to which a document is missing, a material
defect in a constituent document
exists or as to which such a breach has
occurred and is continuing, and if and
to the extent provided in the related
Assignment Agreement to perform any
applicable indemnification obligations with
respect to any such omission, defect
or breach, as provided in such Assignment
Agreement, shall constitute the only
remedies respecting such omission, defect
or breach available to the Trustee or
the Trust Administrator on behalf of the
Certificateholders.
(b) Notwithstanding anything to the contrary in this Section
2.03, with respect to any breach by the
related Originator or the Seller, as
applicable, of any representation and
warranty which breach materially and
adversely affects the value of any
Prepayment Charge or the interests of the
Certificateholders therein, the Trustee
shall enforce the obligation of the
related Originator or the Seller, as
applicable, to remedy such breach as
provided in the related Assignment
Agreement as follows: upon any Principal
Prepayment with respect to the affected
Mortgage Loan, the related Originator or
the Seller, as applicable, shall pay or
cause to be paid to the Purchaser the
excess, if any, of (x) the amount of such
Prepayment Charge calculated as set
forth in the Mortgage Loan Schedule and (y)
the amount collected from the
Mortgagor in respect of such Prepayment
Charge.
(c) Within 90 days of the earlier of discovery by the Master
Servicer or receipt of notice by the Master
Servicer of the breach of any
representation, warranty or covenant of the
Master Servicer set forth in Section
2.05 which materially and adversely affects
the interests of the
Certificateholders in any Mortgage Loan,
the Master Servicer shall cure such
breach in all material respects.
(d) Any substitution of Qualified Substitute Mortgage Loans
for Deleted Mortgage Loans made pursuant to
Section 2.03(a) must be effected
prior to the date which is two years after
the Startup Day for REMIC I.
As to any Deleted Mortgage Loan for which the related
Originator or the Seller, as applicable,
substitutes a Qualified Substitute
Mortgage Loan or Loans, such substitution
shall be effected by the related
Originator or the Seller, as applicable,
delivering to the Trustee (or to the
Custodian on behalf of the Trustee, as
applicable), for such Qualified
Substitute Mortgage Loan or Loans, the
Mortgage Note, the Mortgage, the
Assignment in blank or to the Trustee, and
such other documents and agreements,
with all necessary endorsements thereon, as
are required by Section 2.01,
together with an Officers' Certificate
providing that each such Qualified
Substitute Mortgage Loan satisfies the
definition thereof and specifying the
Substitution Shortfall Amount (as described
below), if any, in connection with
such substitution. The Custodian on its
behalf and on behalf of the Trustee
shall, for the benefit of the
Certificateholders, review each Mortgage File
within 90 days after execution and delivery
of this Agreement, to ascertain that
all required documents have been executed,
received and recorded, if applicable,
and that such documents relate to the
Mortgage Loans. If in the course of such
review the Trustee or the Custodian on its
behalf finds a document or documents
constituting a part of a Mortgage File to
be defective in any material respect,
the Trustee or the Custodian on its behalf
shall promptly so notify the
Depositor, the Trust Administrator, the
related Originator, the Seller and the
Master Servicer. Monthly Payments due with
respect to Qualified Substitute
Mortgage Loans in the month of substitution
are not part of the Trust Fund and
will be retained by the related Originator
or the Seller, as applicable. For the
month of substitution, distributions to
Certificateholders will reflect the
Monthly Payment due on such Deleted
Mortgage Loan on or before the Due Date in
the month of substitution, and the related
Originator or the Seller, as
applicable, shall thereafter be entitled to
retain all amounts subsequently
received in respect of such Deleted
Mortgage Loan. The Trust Administrator shall
give or cause to be given written notice to
the Trustee and the
Certificateholders that such substitution
has taken place, and the Trust
Administrator shall amend or cause the
Custodian to amend the Mortgage Loan
Schedule to reflect the removal of such
Deleted Mortgage Loan from the terms of
this Agreement and the substitution of the
Qualified Substitute Mortgage Loan or
Loans and, upon receipt thereof, shall
deliver a copy of such amended Mortgage
Loan Schedule to the Master Servicer. Upon
such substitution, such Qualified
Substitute Mortgage Loan or Loans shall
constitute part of the Mortgage Pool and
shall be subject in all respects to the
terms of this Agreement and the related
Assignment Agreement (including all
applicable representations and warranties
thereof included in such Assignment
Agreement), in each case as of the date of
substitution.
For any month in which the related Originator or the Seller,
as applicable, substitutes one or more
Qualified Substitute Mortgage Loans for
one or more Deleted Mortgage Loans, the
Master Servicer will determine the
amount (the "Substitution Shortfall
Amount"), if any, by which the aggregate
Purchase Price of all such Deleted Mortgage
Loans exceeds the aggregate of, as
to each such Qualified Substitute Mortgage
Loan, the Scheduled Principal Balance
thereof as of the date of substitution,
together with one month's interest on
such Scheduled Principal Balance at the
applicable Mortgage Loan Remittance
Rate. On the date of such substitution, the
Trustee will monitor the obligation
of the related Originator or the Seller, as
applicable, to deliver or cause to
be delivered, and shall request that such
delivery be to the Master Servicer for
deposit in the Collection Account, an
amount equal to the Substitution Shortfall
Amount, if any, and the Trustee (or the
Custodian on behalf of the Trustee, as
applicable), upon receipt of the related
Qualified Substitute Mortgage Loan or
Loans and written notice given by the
Master Servicer of such deposit, shall
release to the related Originator or the
Seller, as applicable, the related
Mortgage File or Files and the Trustee and
the Trust Administrator shall execute
and deliver such instruments of transfer or
assignment, in each case without
recourse, as the related Originator or the
Seller, as applicable, shall deliver
to it and as shall be necessary to vest
therein any Deleted Mortgage Loan
released pursuant hereto.
In addition, the related Originator or the Seller, as
applicable, shall obtain at its own expense
and deliver to the Trustee and the
Trust Administrator an Opinion of Counsel
to the effect that such substitution
will not cause (a) any federal tax to be
imposed on any Trust REMIC, including
without limitation, any federal tax imposed
on "prohibited transactions" under
Section 860F(a)(1) of the Code or on
"contributions after the startup date"
under Section 860G(d)(1) of the Code, or
(b) any Trust REMIC to fail to qualify
as a REMIC at any time that any Certificate
is outstanding.
(e) Upon discovery by the Depositor, the Master Servicer, the
Trust Administrator or the Trustee that any
Mortgage Loan does not constitute a
"qualified mortgage" within the meaning of
Section 860G(a)(3) of the Code, the
party discovering such fact shall within
two Business Days give written notice
thereof to the other parties to this
Agreement, and the Trustee shall give
written notice thereof to the Seller. In
connection therewith, the related
Originator or the Seller, as applicable,
pursuant to the related Assignment
Agreement or the Depositor pursuant to this
Agreement shall repurchase or,
subject to the limitations set forth in
Section 2.03(d), substitute one or more
Qualified Substitute Mortgage Loans for the
affected Mortgage Loan within 90
days of the earlier of discovery or receipt
of such notice with respect to such
affected Mortgage Loan. Such repurchase or
substitution shall be made by (i) the
related Originator or the Seller, as
applicable, if the affected Mortgage Loan's
status as a non-qualified mortgage is or
results from a breach of any
representation, warranty or covenant made
by the related Originator or the
Seller, as applicable, under the related
Assignment Agreement or (iii) the
Depositor, if the affected Mortgage Loan's
status as a non-qualified mortgage is
a breach of no representation or warranty.
Any such repurchase or substitution
shall be made in the same manner as set
forth in Sections 2.03(a). The Trustee
shall reconvey to the Depositor, the
related Originator or the Seller, as the
case may be, the Mortgage Loan to be
released pursuant hereto in the same
manner, and on the same terms and
conditions, as it would a Mortgage Loan
repurchased by an Originator or the Seller
for breach of a representation or
warranty.
SECTION 2.04 Reserved.
SECTION 2.05 Representations, Warranties and Covenants of the
Master Servicer.
The Master Servicer hereby represents, warrants and covenants
to the Trust Administrator and the Trustee,
for the benefit of each of the
Trustee, the Trust Administrator, the
Certificateholders and to the Depositor
that as of the Closing Date or as of such
date specifically provided herein:
(i) The Master Servicer is a corporation duly organized,
validly existing and in good standing under the laws of the State
of
New York and is duly authorized and qualified to transact any and
all
business contemplated by this Agreement to be conducted by the
Master
Servicer in any state in which a Mortgaged Property is located or
is
otherwise not required under applicable law to effect such
qualification and, in any event, is in compliance with the
doing
business laws of any such State, to the extent necessary to ensure
its
ability to enforce each Mortgage Loan and to service the Mortgage
Loans
in accordance with the terms of this Agreement;
(ii) The Master Servicer has the full corporate power and
authority to service each Mortgage Loan, and to execute, deliver
and
perform, and to enter into and consummate the transactions
contemplated
by this Agreement and has duly authorized by all necessary
corporate
action on the part of the Master Servicer the execution, delivery
and
performance of this Agreement; and this Agreement, assuming the
due
authorization, execution and delivery thereof by the other
parties
hereto,
constitutes a legal, valid and binding obligation of the Master
Servicer, enforceable against the Master Servicer in accordance
with
its terms, except to the extent that (a) the enforceability thereof
may
be limited by bankruptcy, insolvency, moratorium, receivership
and
other similar laws relating to creditors' rights generally and (b)
the
remedy of specific performance and injunctive and other forms
of
equitable relief may be subject to the equitable defenses and to
the
discretion of the court before which any proceeding therefor may
be
brought;
(iii) The execution and delivery of this Agreement by the
Master Servicer, the servicing of the Mortgage Loans by the
Master
Servicer hereunder, the consummation of any other of the
transactions
herein contemplated, and the fulfillment of or compliance with
the
terms hereof are in the ordinary course of business of the
Master
Servicer
and will not (A) result in a breach of any term or provision
of the charter or by-laws of the Master Servicer or (B) conflict
with,
result in a breach, violation or acceleration of, or result in
a
default under, the terms of any other material agreement or
instrument
to which the Master Servicer is a party or by which it may be
bound, or
any statute, order or regulation applicable to the Master Servicer
of
any court, regulatory body, administrative agency or governmental
body
having jurisdiction over the Master Servicer; and the Master
Servicer
is not a party to, bound by, or in breach or violation of any
indenture
or other agreement or instrument, or subject to or in violation of
any
statute, order or regulation of any court, regulatory body,
administrative agency or governmental body having jurisdiction over
it,
which materially and adversely affects or, to the Master
Servicer's
knowledge, would in
the future materially and adversely affect, (x) the
ability of the Master Servicer to perform its obligations under
this
Agreement or (y) the business, operations, financial condition,
properties or assets of the Master Servicer taken as a whole;
(iv) The Master Servicer is an approved seller/servicer for
Fannie Mae or Freddie Mac in good standing and is a HUD
approved
mortgagee pursuant to Section 203 of the National Housing Act;
(v) No litigation is pending against the Master Servicer that
would materially and adversely affect the execution, delivery
or
enforceability of this Agreement or the ability of the Master
Servicer
to service the Mortgage Loans or to perform any of its other
obligations hereunder in accordance with the terms hereof;
(vi) No consent, approval, authorization or order of any court
or governmental agency or body is required for the execution,
delivery
and performance by the Master Servicer of, or compliance by the
Master
Servicer with, this Agreement or the consummation of the
transactions
contemplated by this Agreement, except for such consents,
approvals,
authorizations or orders, if any, that have been obtained prior to
the
Closing Date;
(vii) The Master Servicer covenants that its computer and
other systems used in servicing the Mortgage Loans operate in a
manner
such that the Master Servicer can service the Mortgage Loans in
accordance with the terms of this Agreement; and
(viii) The Master Servicer (or a Sub-Servicer servicing the
Mortgage Loans on its behalf) is a member of MERS in good standing,
and
will comply in all material respects with the rules and procedures
of
MERS in connection with the servicing of the Mortgage Loans that
are
registered with MERS.
It is understood
and agreed that the representations,
warranties and covenants set forth in this
Section 2.05 shall survive delivery
of the Mortgage Files to the Trustee or to
the Custodian on its behalf and shall
inure to the benefit of the Trustee, the
Trust Administrator, the Depositor and
the Certificateholders. Upon discovery by
any of the Depositor, the Master
Servicer, the Trust Administrator or the
Trustee of a breach of any of the
foregoing representations, warranties and
covenants which materially and
adversely affects the value of any Mortgage
Loan or the interests therein of the
Certificateholders, the party discovering
such breach shall give prompt written
notice (but in no event later than two
Business Days following such discovery)
to the Trustee. Subject to Section 7.01,
the obligation of the Master Servicer
set forth in Section 2.03(c) to cure
breaches shall constitute the sole remedies
against the Master Servicer available to
the Certificateholders, the Depositor,
the Trust Administrator or the Trustee on
behalf of the Certificateholders
respecting a breach of the representations,
warranties and covenants contained
in this Section 2.05.
SECTION 2.06 Issuance of the Certificates.
The Trustee acknowledges the assignment to it of the Mortgage
Loans and the delivery to it or to the
Custodian on its behalf of the Mortgage
Files, subject to the provisions of Section
2.01 and Section 2.02, together with
the assignment to it of all other assets
included in REMIC I delivered on the
date hereof, receipt of which is hereby
acknowledged. Concurrently with such
assignment and delivery of such assets
delivered on the date hereof and in
exchange therefor, the Trust Administrator,
pursuant to the written request of
the Depositor executed by an officer of the
Depositor, has executed, and the
Authenticating Agent has authenticated and
delivered, to or upon the order of
the Depositor, the Certificates in
authorized denominations. The interests
evidenced by the Certificates constitute
the entire beneficial ownership
interest in REMIC II.
SECTION 2.07 Conveyance of the REMIC Regular Interests;
Acceptance of the Trust REMICs by the Trustee.
(a) The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer,
assign, set over and otherwise convey in
trust to the Trustee without recourse all
the right, title and interest of the
Depositor in and to the assets described in
the definition of REMIC I for the
benefit of the holders of the REMIC I
Regular Interests (which are
uncertificated) and the Class R
Certificates (in respect of the Class R-I
Interest). The Trustee (or the Custodian on
its behalf, as applicable)
acknowledges receipt of the assets
described in the definition of REMIC I and
declares that it holds and will hold the
same in trust for the exclusive use and
benefit of the holders of the REMIC I
Regular Interests and the Class R
Certificates (in respect of the Class R-I
Interest). The interests evidenced by
the Class R-I Interest, together with the
REMIC I Regular Interests, constitute
the entire beneficial ownership interest in
REMIC I.
(b) The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer,
assign, set over and otherwise convey in
trust to the Trustee without recourse all
the right, title and interest of the
Depositor in and to the REMIC I Regular
Interests (which are uncertificated) for
the benefit of the Holders of the Regular
Certificates and the Class R
Certificates (in respect of the Class R-II
Interest). The Trustee acknowledges
receipt of the REMIC I Regular Interests
and declares that it holds and will
hold the same in trust for the exclusive
use and benefit of the Holders of the
Regular Certificates and the Class R
Certificates (in respect of the Class R-II
Interest). The interests evidenced by the
Class R-II Interest, together with the
Regular Certificates, constitute the entire
beneficial ownership interest in
REMIC II.
(c) Concurrently with (i) the assignment and delivery to the
Trustee of REMIC I and the acceptance by
the Trustee thereof, pursuant to
Section 2.01, Section 2.02 and subsection
(a) hereof, and (ii) the assignment
and delivery to the Trustee of REMIC II
(including the Residual Interest therein
represented by the Class R-II Interest) and
the acceptance by the Trustee
thereof, the Trustee, pursuant to the
written request of the Depositor executed
by an officer of the Depositor, has
executed, authenticated and delivered to or
upon the order of the Depositor, and the
Class R Certificates in authorized
denominations evidencing the Class R-I
Interest and the Class R-II Interest.
<PAGE>
ARTICLE III
ADMINISTRATION AND SERVICING
OF THE MORTGAGE LOANS
SECTION 3.01 Master Servicer to Act as Master Servicer.
The Master Servicer shall service and administer the Mortgage
Loans on behalf of the Trustee and in the
best interests of and for the benefit
of the Certificateholders (as determined by
the Master Servicer in its
reasonable judgment) in accordance with the
terms of this Agreement and the
respective Mortgage Loans and, to the
extent consistent with such terms, in the
same manner in which it services and
administers similar mortgage loans for its
own portfolio, giving due consideration to
customary and usual standards of
practice of prudent mortgage lenders and
loan servicers administering similar
mortgage loans but without regard to:
(i) any relationship that the Master Servicer, any
Sub-Servicer or any Affiliate of the Master Servicer or any
Sub-Servicer may have with the related Mortgagor;
(ii) the ownership of any Certificate by the Master Servicer
or any Affiliate of the Master Servicer;
(iii) the Master Servicer's obligation to make P&I Advances
or
Servicing Advances; or
(iv) the Master Servicer's or any Sub-Servicer's right to
receive compensation for its services hereunder or with respect to
any
particular transaction.
To the extent consistent with the foregoing, the Master
Servicer (a) shall seek the timely and
complete recovery of principal and
interest on the Mortgage Notes and (b)
shall waive (or permit a Sub-Servicer to
waive) a Prepayment Charge only under the
following circumstances: (i) such
waiver is standard and customary in
servicing similar Mortgage Loans, (ii) such
waiver relates to a default or a reasonably
foreseeable default and would, in
the reasonable judgment of the Master
Servicer, maximize recovery of total
proceeds taking into account the value of
such Prepayment Charge and the related
Mortgage Loan or (iii) such waiver is
otherwise permitted under the Initial
Sub-Servicing Agreements. If a Prepayment
Charge or any portion thereof is
waived for any reason other than as
permitted by meeting the standards described
in clauses (i), (ii) or (iii) above, then
the Master Servicer shall be required
to pay the amount of such waived Prepayment
Charge, as a Servicer Prepayment
Charge Payment Amount, for the benefit of
the Holders of the P Certificates, by
depositing such amount into the Collection
Account together with and at the time
that amounts prepaid on the related
Mortgage Loan are required to be deposited
into the Collection Account.
To the extent consistent with the foregoing, the Master
Servicer shall also seek to maximize the
timely and complete recovery of
principal and interest on the Mortgage
Notes. Subject only to the
above-described servicing standards and the
terms of this Agreement and of the
respective Mortgage Loans, the Master
Servicer shall have full power and
authority, acting alone or through
Sub-Servicers as provided in Section 3.02, to
do or cause to be done any and all things
in connection with such servicing and
administration which it may deem necessary
or desirable. Without limiting the
generality of the foregoing, the Master
Servicer in its own name or in the name
of a Sub-Servicer is hereby authorized and
empowered by the Trustee when the
Master Servicer believes it appropriate in
its best judgment in accordance with
the servicing standards set forth above, to
execute and deliver, on behalf of
the Certificateholders and the Trustee, and
upon notice to the Trustee, any and
all instruments of satisfaction or
cancellation, or of partial or full release
or discharge, and all other comparable
instruments, with respect to the Mortgage
Loans and the Mortgaged Properties and to
institute foreclosure proceedings or
obtain a deed-in-lieu of foreclosure so as
to convert the ownership of such
properties, and to hold or cause to be held
title to such properties, on behalf
of the Trustee and Certificateholders. The
Master Servicer shall service and
administer the Mortgage Loans in accordance
with applicable state and federal
law and shall provide to the Mortgagors any
reports required to be provided to
them thereby. The Master Servicer shall
also comply in the performance of this
Agreement with all reasonable rules and
requirements of any standard hazard
insurance policy. Subject to Section 3.17,
the Trustee shall execute, at the
written request of the Master Servicer, and
furnish to the Master Servicer and
any Sub-Servicer such documents as are
necessary or appropriate to enable the
Master Servicer or any Sub-Servicer to
carry out their servicing and
administrative duties hereunder, and the
Trustee hereby grants to the Master
Servicer a power of attorney to carry out
such duties. The Trustee shall not be
liable for the actions of the Master
Servicer or any Sub-Servicers under such
powers of attorney.
In accordance with the standards of the preceding paragraph,
the Master Servicer shall advance or cause
to be advanced funds as necessary for
the purpose of effecting the timely payment
of taxes and assessments on the
Mortgaged Properties, which advances shall
be Servicing Advances reimbursable in
the first instance from related collections
from the Mortgagors pursuant to
Section 3.09, and further as provided in
Section 3.11. Any cost incurred by the
Master Servicer or by Sub-Servicers in
effecting the timely payment of taxes and
assessments on a Mortgaged Property shall
not, for the purpose of calculating
distributions to Certificateholders, be
added to the unpaid principal balance of
the related Mortgage Loan, notwithstanding
that the terms of such Mortgage Loan
so permit.
The Master Servicer further is authorized and empowered by the
Trustee, on behalf of the
Certificateholders and the Trustee, in its own name or
in the name of the Sub-Servicer, when the
Master Servicer or the Sub-Servicer,
as the case may be, believes it is
appropriate in its best judgment to register
any Mortgage Loan on the MERS System, or
cause the removal from the registration
of any Mortgage Loan on the MERS System, to
execute and deliver, on behalf of
the Trustee and the Certificateholders or
any of them, any and all instruments
of assignment and other comparable
instruments with respect to such assignment
or re-recording of a Mortgage in the name
of MERS, solely as nominee for the
Trustee and its successors and assigns. Any
reasonable expenses (i) incurred as
a result of MERS discontinuing or becoming
unable to continue operations in
connection with the MERS System or (ii) if
the affected Mortgage Loan is in
default or, in the judgment of the Master
Servicer, such default is reasonably
foreseeable, incurred in connection with
the actions described in the preceding
sentence, shall be subject to withdrawal by
the Master Servicer from the
Collection Account.
Notwithstanding anything in this Agreement to the contrary,
the Master Servicer may not make any future
advances with respect to a Mortgage
Loan (except as provided in Section 4.03)
and the Master Servicer shall not (i)
permit any modification with respect to any
Mortgage Loan (except with respect
to a Mortgage Loan that is in default or,
in the judgment of the Master
Servicer, such default is reasonably
foreseeable) that would change the Mortgage
Rate, reduce or increase the principal
balance (except for reductions resulting
from actual payments of principal) or
change the final maturity date on such
Mortgage Loan or (ii) permit any
modification, waiver or amendment of any term
of any Mortgage Loan that would both (A)
effect an exchange or reissuance of
such Mortgage Loan under Section 1001 of
the Code (or final, temporary or
proposed Treasury regulations promulgated
thereunder) and (B) cause any Trust
REMIC to fail to qualify as a REMIC under
the Code or the imposition of any tax
on "prohibited transactions" or
"contributions after the startup date" under the
REMIC Provisions.
The Master Servicer may delegate its responsibilities under
this Agreement; provided, however, that no
such delegation shall release the
Master Servicer from the responsibilities
or liabilities arising under this
Agreement.
SECTION 3.02 Sub-Servicing Agreements Between the Master
Servicer and Sub-Servicers.
(a) The Master Servicer may enter into Sub-Servicing
Agreements (provided that such agreements
would not result in a withdrawal or a
downgrading by the Rating Agencies of the
rating on any Class of Certificates)
with Sub-Servicers, for the servicing and
administration of the Mortgage Loans.
As of the Cut-off Date, (i) Countrywide
Home Loans Servicing, LP is the
Sub-Servicer with respect to the
Countrywide Mortgage Loans and in such capacity
Countrywide Home Loans Servicing LP will be
primarily responsible for the
servicing of the Countrywide Mortgage Loans
and (ii) HomEq Servicing Corporatio
