CITIGROUP MORTGAGE LOAN TRUST INC.
Depositor
[---------------------]
Servicer
[---------------------]
Trust Administrator
and
[---------------------]
Trustee
-----------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of [_____________________]
-----------------------------------------
[---------------------]
Series [_____________________]
<PAGE>
TABLE OF CONTENTS
SECTION
ARTICLE I DEFINITIONS
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
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......................
SECTION 2.08
Puposes and Powers of the Trust.........................
ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
SECTION 3.01
Servicer to Act as Servicer.............................
SECTION 3.02
Sub-Servicing Agreements Between the Servicer and
Sub-Servicers...........................................
SECTION 3.03
Successor Sub-Servicers.................................
SECTION 3.04
Liability of the 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 Trust Administrator...................................
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...........84
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
Assessments of Compliance and Attestation Reports.......
SECTION 3.22
Access to Certain Documentation.........................
SECTION 3.23
Title, Management and Disposition of REO Property.......
SECTION 3.24
Obligations of the Servicer in Respect of Prepayment
Interest Shortfalls.....................................
SECTION 3.25
Obligations of the Servicer in Respect of
Monthly Payments........................................
SECTION 3.26
Commission Reporting....................................
SECTION 3.27
Advance Facility........................................
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....................................
SECTION 4.08
Cap Account.............................................
SECTION 4.09
[Reserved]..............................................
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 SERVICER
SECTION 6.01
Liability of the Depositor and the Servicer.............
SECTION 6.02
Merger or Consolidation of the Depositor or the Servicer
SECTION 6.03
Limitation on Liability of the Depositor, the Servicer
and
Others..............................................
SECTION 6.04
Limitation on Resignation of the Servicer...............
SECTION 6.05
Rights of the Depositor in Respect of the 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
Servicer Events of Default..............................
SECTION 7.02
Trust Administrator or Trustee to Act; Appointment
of Successor............................................
SECTION 7.03
Notification to Certificateholders......................
SECTION 7.04
Waiver of Servicer Events of Default....................
ARTICLE VIII CONCERNING THE TRUSTEE aND THE TRUST ADMINISTRATOR
SECTION 8.01
Duties of Trustee and Trust Administrator...............
SECTION 8.02
Certain Matters Affecting the Trustee and the Trust
Administrator...........................................
SECTION 8.03
Neither the Trustee nor Trust Administrator Liable for
Certificates or Mortgage Loans..........................
SECTION 8.04
Trustee and Trust Administrator May Own Certificates....
SECTION 8.05
Trustee's, Trust Administrator'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
[Reserved]..............................................
SECTION 8.12
Appointment of Office or Agency.........................
SECTION 8.13
Representations and Warranties..........................
SECTION 8.14
[Reserved]..............................................
SECTION 8.15
No Trustee or Trust Administrator 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
Servicer, Trustee 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..............................
SECTION 11.10
Third Party Rights......................................
<PAGE>
EXHIBITS
Exhibit A-1 Form
of Class A-1 Certificate
Exhibit A-2 Form
of Class A-2A Certificate
Exhibit A-3 Form
of Class A-2B Certificate
Exhibit A-4 Form
of Class A-2C Certificate
Exhibit A-5 Form
of Class A-2D Certificate
Exhibit A-6 Form
of Class M-1 Certificate
Exhibit A-7 Form
of Class M-2 Certificate
Exhibit A-8 Form
of Class M-3 Certificate
Exhibit A-9 Form
of Class M-4 Certificate
Exhibit A-10 Form of
Class M-5 Certificate
Exhibit A-11 Form of
Class M-6 Certificate
Exhibit A-12 Form of
Class M-7 Certificate
Exhibit A-13 Form of
Class M-8 Certificate
Exhibit A-14 Form of
Class M-9 Certificate
Exhibit A-15 Form of
Class M-10 Certificate
Exhibit A-16 Form of
Class M-11 Certificate
Exhibit A-17 Form of
Class M-12 Certificate
Exhibit A-18 Form of
Class M-13 Certificate
Exhibit A-19 Form of
Class CE Certificate
Exhibit A-20 Form of
Class P Certificate
Exhibit A-21 Form of
Class R Certificate
Exhibit A-22 Form of
Class R-X 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-1 Form
of Certification to be provided by the Depositor with
Form 10-K
Exhibit H-2 Form
of Certification to be provided to the Depositor by the
Trust Administrator
Exhibit H-3 Form
of Certification to be provided to the Depositor by the
Servicer
Exhibit I
Form of Cap Contract
Exhibit J
Form of Cap Administration
Agreement
Schedule 1
Mortgage Loan Schedule
Schedule 2
Prepayment Charge Schedule
<PAGE>
This
Pooling and Servicing Agreement, is dated and effective as of
[_______________], among CITIGROUP MORTGAGE LOAN TRUST INC., as
Depositor,
[_______________], as Servicer, [_______________], as Trust
Administrator, and
[_______________], 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, the Cap Account and the Cap
Contract)
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.
REMIC I
Initial
Designation Remittance
Rate Uncertificated
Balance Maturity
Date(1)
-----------
---------------
----------------------
----------------
I-LTAA
(2)
$ [_________]
[____________]
I-LTA1
(2)
$ [_________]
[____________]
I-LTA2A
(2)
$ [_________]
[____________]
I-LTA2B
(2)
$ [_________]
[____________]
I-LTA2C
(2)
$ [_________]
[____________]
I-LTA2D
(2)
$ [_________]
[____________]
I-LTM1
(2)
$ [_________]
[____________]
I-LTM2
(2)
$ [_________]
[____________]
I-LTM3
(2)
$ [_________]
[____________]
I-LTM4
(2)
$ [_________]
[____________]
I-LTM5
(2)
$ [_________]
[____________]
I-LTM6
(2)
$ [_________]
[____________]
I-LTM7
(2)
$ [_________]
[____________]
I-LTM8
(2)
$ [_________]
[____________]
I-LTM9
(2)
$ [_________]
[____________]
I-LTM10
(2)
$ [_________]
[____________]
I-LTM11
(2)
$ [_________]
[____________]
I-LTM12
(2)
$ [_________]
[____________]
I-LTM13
(2)
$ [_________]
[____________]
I-LTZZ
(2)
$ [_________]
[____________]
I-LTP
(2)
$ [_________]
[____________]
I-LT1SUB
(2)
$ [_________]
[____________]
I-LT1GRP
(2)
$ [_________]
[____________]
I-LT2SUB
(2)
$ [_________]
[____________]
I-LT2GRP
(2)
$ [_________]
[____________]
I-LTXX
(2)
$ [_________]
[____________]
---------------
(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 and the Class CE Interest and the Class P
Interest,
which are uncertificated.
<TABLE>
<CAPTION>
Initial Aggregate Certificate Latest
Possible
Designation
Pass-Through Rate
Principal Balance
Maturity Date(1)
-----------
-----------------
-----------------------------
-----------------
<S>
<C>
<C>
<C>
Class A-1
Variable(2)
$ [_________]
[____________]
Class A-2A
Variable(2)
$ [_________]
[____________]
Class A-2B
Variable(2)
$ [_________]
[____________]
Class A-2C
Variable(2)
$ [_________]
[____________]
Class A-2D
Variable(2)
$ [_________]
[____________]
Class M-1
Variable(2)
$ [_________]
[____________]
Class M-2
Variable(2)
$ [_________]
[____________]
Class M-3
Variable(2)
$ [_________]
[____________]
Class M-4
Variable(2)
$ [_________]
[____________]
Class M-5
Variable(2)
$ [_________]
[____________]
Class M-6
Variable(2)
$ [_________]
[____________]
Class M-7
Variable(2)
$ [_________]
[____________]
Class M-8
Variable(2)
$ [_________]
[____________]
Class M-9
Variable(2)
$ [_________]
[____________]
Class M-10
Variable(2)
$ [_________]
[____________]
Class M-11
Variable(2)
$ [_________]
[____________]
Class M-12
Variable(2)
$ [_________]
[____________]
Class M-13
Variable(2)
$ [_________]
[____________]
Class CE Interest Variable(3)
$ [_________]
[____________]
Class P Interest
N/A(4)
$ [_________]
[____________]
</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
Interest will accrue interest at their variable Pass-Through
Rate
on the Notional Amount of the Class CE Interest 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
Interest will not accrue interest on their Certificate
Principal
Balance.
(4) The Class P
Interest will not accrue interest.
<PAGE>
REMIC III
As
provided herein, the Trust Administrator will elect to treat
the
segregated pool of assets consisting of the Class CE Interest as a
REMIC for
federal income tax purposes, and such segregated pool of assets
will be
designated as "REMIC III." The Class R-III Interest will evidence
the sole class
of "residual interests" in REMIC III 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 Class
of Certificates.
Initial Aggregate
Certificate Principal Latest Possible
Designation Pass-Through Rate
Balance
Maturity Date(1)
------------
-----------------
--------------------- ----------------
Class CE
Certificates
Variable(2) $
[_________]
[____________]
---------------
(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 the Class CE Certificates.
(2) The Class CE
Certificates will receive [__]% of amounts received in respect
of
the Class CE Interest.
<PAGE>
REMIC IV
As provided herein, the Trust Administrator will elect to
treat the segregated pool of assets consisting of the Class P
Interest as a
REMIC for federal income tax purposes, and such segregated pool of
assets will
be designated as "REMIC IV." The Class R-IV Interest will evidence
the sole
class of "residual interests" in REMIC IV 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.
Initial Aggregate
Certificate Principal Latest Possible
Designation Pass-Through Rate
Balance
Maturity
Date(1)
------------
-----------------
--------------------- ----------------
Class CE
Certificates
Variable(2) $
[_________]
[____________]
---------------
(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 the Class P Certificates.
(2) The Class P
Certificates will receive [__]% of amounts received in respect
of
the Class P Interest.
As
of the Cut-off Date, the Group I Mortgage Loans had an aggregate
Stated
Principal Balance equal to $[__________] and the Group II Mortgage
Loans had an
aggregate Stated Principal Balance equal to $[__________].
In
consideration of the mutual agreements herein contained, the
Depositor,
the Servicer, the Trust Administrator 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.
"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 the
record of 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 Servicer (or by a Sub-Servicer on their behalf) on
or prior to
the related Determination Date, after deduction of the Servicing
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 Servicer during the related Prepayment
Period, (c)
the aggregate of any amounts on deposit in the Distribution Account
representing
Compensating Interest Payments paid by the 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
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 Servicer, the Trustee, the Trust Administrator
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 Servicer or to be withdrawn by the
Servicer from
the Collection Account pursuant to Section 3.18.
"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, the State of Arizona, or in the city in which
the Corporate
Trust Office of the Trustee or the Corporate Trust Office of the
Trust
Administrator is located, are authorized or obligated by law or
executive order
to be closed.
"Cap
Account": The account or accounts created and maintained pursuant
to
Section 4.08. The Cap Account must be an Eligible Account.
"Cap
Administration Agreement": As defined in Section 4.01.
"Cap
Administrator": [____________].
"Cap
Contract": The cap contract between the Trustee on behalf of the
Trust
and the Cap Provider in the form attached hereto as Exhibit I.
"Cap
Provider": [____________]
"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.,
[____________], Series [____________], 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:
Class
REMIC I Regular Interest
Certificate Margin
-----
------------------------
------------------
(1) (%)
(2) (%)
A-1
I-LTA1
[____]%
[____]%
A-2A
I-LTA2A
[____]%
[____]%
A-2B
I-LTA2B
[____]%
[____]%
A-2C
I-LTA2C
[____]%
[____]%
A-2D
I-LTA2D
[____]%
[____]%
M-1
I-LTM1
[____]%
[____]%
M-2
I-LTM1
[____]%
[____]%
M-3
I-LTM3
[____]%
[____]%
M-4
I-LTM4
[____]%
[____]%
M-5
I-LTM5
[____]%
[____]%
M-6
I-LTM6
[____]%
[____]%
M-7
I-LTM7
[____]%
[____]%
M-8
I-LTM8
[____]%
[____]%
M-9
I-LTM9
[____]%
[____]%
M-10
I-LTM10
[____]%
[____]%
M-11
I-LTM11
[____]%
[____]%
M-12
I-LTM12
[____]%
[____]%
M-13
I-LTM13
[____]%
[____]%
----------
(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 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
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" and "Certificate Registrar": The register
maintained
pursuant to Section 5.02. [____________] will act as Certificate
Registrar, for
so long as it is Trust Administrator under this Agreement.
"Class": Collectively, all of the Certificates bearing the same
class
designation.
"Class A-1 Certificates": Any one of the Class A-1 Certificates
executed,
authenticated and delivered by the Trust Administrator,
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,
authenticated and delivered by the Trust Administrator,
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 A-2B Certificates": Any one of the Class A-2B Certificates
executed,
authenticated and delivered by the Trust Administrator,
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 A-2C Certificates": Any one of the Class A-2C Certificates
executed,
authenticated and delivered by the Trust Administrator,
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 A-2D Certificates": Any one of the Class A-3C Certificates
executed,
authenticated and delivered by the Trust Administrator,
substantially in the
form annexed hereto as Exhibit A-5 and evidencing a Regular
Interest in REMIC II
for purposes of the REMIC Provisions.
"Class A Certificates": Collectively, the Class A-1 Certificates,
the Class
A-2A Certificates, the Class A-2B Certificates, the Class A-2C
Certificates and
the Class A-2D 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 and (ii) the Group II Senior Principal
Distribution Amount.
"Class CE Certificate": Any one of the Class CE Certificates
executed,
authenticated and delivered by the Trust Administrator,
substantially in the
form annexed hereto as Exhibit A-19 and evidencing a Regular
Interest in REMIC
III for purposes of the REMIC Provisions.
"Class CE Interest": An uncertificated interest in the Trust Fund
held by
the Trust Administrator on behalf of the Holders of the Class CE
Certificates,
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,
authenticated and delivered by the Trust Administrator,
substantially in the
form annexed hereto as Exhibit A-6 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 immediately prior to such
Distribution Date
(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
[__]% 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 $[____________].
"Class M-2 Certificate": Any one of the Class M-2 Certificates
executed,
authenticated and delivered by the Trust Administrator,
substantially in the
form annexed hereto as Exhibit A-7 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 immediately prior to such
Distribution Date
(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 immediately prior to such
Distribution
Date (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
[__]% 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 $[------------].
"Class M-3 Certificate": Any one of the Class M-3 Certificates
executed,
authenticated and delivered by the Trust Administrator,
substantially in the
form annexed hereto as Exhibit A-8 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 immediately prior to such
Distribution Date
(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 immediately prior to such
Distribution
Date (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 immediately prior to such
Distribution
Date (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
[__]% 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 $[____________].
"Class M-4 Certificate": Any one of the Class M-4 Certificates
executed,
authenticated and delivered by the Trust Administrator,
substantially in the
form annexed hereto as Exhibit A-9 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 immediately prior to such
Distribution Date
(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 immediately prior to such
Distribution
Date (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 immediately prior to such
Distribution
Date (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 immediately prior to such
Distribution
Date (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
[__]% 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 $[____________].
"Class M-5 Certificate": Any one of the Class M-5 Certificates
executed,
authenticated and delivered by the Trust Administrator,
substantially in the
form annexed hereto as Exhibit A-10 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 immediately prior to such
Distribution Date
(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 immediately prior to such Distribution Date
(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 immediately prior to such Distribution Date (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 immediately prior to such Distribution Date (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 [__]% 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 $[____________].
"Class M-6 Certificate": Any one of the Class M-6 Certificates
executed,
authenticated and delivered by the Trust Administrator,
substantially in the
form annexed hereto as Exhibit A-11 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 immediately prior to such
Distribution Date
(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 immediately prior to such
Distribution
Date (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 immediately prior to such
Distribution
Date (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 immediately prior to such
Distribution
Date (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
[__]% 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 $[____________].
"Class M-7 Certificate": Any one of the Class M-7 Certificates
executed,
authenticated and delivered by the Trust Administrator,
substantially in the
form annexed hereto as Exhibit A-12 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 immediately prior to such
Distribution Date
(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 immediately prior to such Distribution Date
(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 immediately prior to such Distribution Date (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 immediately prior to such Distribution Date (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 [__]% 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 $[------------].
"Class M-8 Certificate": Any one of the Class M-8 Certificates
executed,
authenticated and delivered by the Trust Administrator,
substantially in the
form annexed hereto as Exhibit A-13 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 immediately prior to such
Distribution Date
(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 immediately prior to such Distribution Date
(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 immediately prior to such Distribution Date (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 immediately prior to such Distribution Date (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 [__]% 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 $[____________].
"Class M-9 Certificate": Any one of the Class M-9 Certificates
executed,
authenticated and delivered by the Trust Administrator,
substantially in the
form annexed hereto as Exhibit A-14 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 immediately prior to such
Distribution Date
(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 immediately prior to such Distribution Date
(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 immediately prior to such Distribution Date (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 immediately prior to such Distribution Date (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 [__]% 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 $[____________].
"Class M-10 Certificate": Any one of the Class M-10 Certificates
executed,
authenticated and delivered by the Trust Administrator,
substantially in the
form annexed hereto as Exhibit A-15 and evidencing a Regular
Interest in REMIC
II for purposes of the REMIC Provisions.
"Class M-10 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 immediately prior to
such
Distribution Date (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 immediately prior
to such
Distribution Date (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 immediately prior
to such
Distribution Date (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 immediately prior
to such
Distribution Date (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), (x) the
Certificate
Principal Balance of the Class M-9 Certificates immediately prior
to such
Distribution Date (after taking into account the distribution of
the Class M-9
Principal Distribution Amount on such Distribution Date) and (xi)
the
Certificate Principal Balance of the Class M-10 Certificates
immediately prior
to such Distribution Date over (y) the lesser of (A) the product of
(i)
approximately [__]% 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
$[____________].
"Class M-11 Certificate": Any one of the Class M-11 Certificates
executed,
authenticated and delivered by the Trust Administrator,
substantially in the
form annexed hereto as Exhibit A-16 and evidencing a Regular
Interest in REMIC
II for purposes of the REMIC Provisions.
"Class M-11 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 immediately prior to
such
Distribution Date (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 immediately prior
to such
Distribution Date (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 immediately prior
to such
Distribution Date (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 immediately prior
to such
Distribution Date (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), (x) the
Certificate
Principal Balance of the Class M-9 Certificates immediately prior
to such
Distribution Date (after taking into account the distribution of
the Class M-9
Principal Distribution Amount on such Distribution Date), (xi) the
Certificate
Principal Balance of the Class M-10 Certificates immediately prior
to such
Distribution Date (after taking into account the distribution of
the Class M-10
Principal Distribution Amount on such Distribution Date) and (xii)
the
Certificate Principal Balance of the Class M-11 Certificates
immediately prior
to such Distribution Date over (y) the lesser of (A) the product of
(i)
approximately [__]% 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
$[____________].
"Class M-12 Certificate": Any one of the Class M-12 Certificates
executed,
authenticated and delivered by the Trust Administrator,
substantially in the
form annexed hereto as Exhibit A-17 and evidencing a Regular
Interest in REMIC
II for purposes of the REMIC Provisions.
"Class M-12 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 immediately prior to
such
Distribution Date (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 immediately prior
to such
Distribution Date (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 immediately prior
to such
Distribution Date (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 immediately prior
to such
Distribution Date (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), (x) the
Certificate
Principal Balance of the Class M-9 Certificates immediately prior
to such
Distribution Date (after taking into account the distribution of
the Class M-9
Principal Distribution Amount on such Distribution Date), (xi) the
Certificate
Principal Balance of the Class M-10 Certificates immediately prior
to such
Distribution Date (after taking into account the distribution of
the Class M-10
Principal Distribution Amount on such Distribution Date), (xii) the
Certificate
Principal Balance of the Class M-11 Certificates immediately prior
to such
Distribution Date (after taking into account the distribution of
the Class M-11
Principal Distribution Amount on such Distribution Date) and (xiii)
the
Certificate Principal Balance of the Class M-12 Certificates
immediately prior
to such Distribution Date over (y) the lesser of (A) the product of
(i)
approximately [__]% 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
$[------------].
"Class M-13 Certificate": Any one of the Class M-13 Certificates
executed,
authenticated and delivered by the Trust Administrator,
substantially in the
form annexed hereto as Exhibit A-18 and evidencing a Regular
Interest in REMIC
II for purposes of the REMIC Provisions.
"Class M-13 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 immediately prior to
such
Distribution Date (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 immediately prior
to such
Distribution Date (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 immediately prior
to such
Distribution Date (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 immediately prior
to such
Distribution Date (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), (x) the
Certificate
Principal Balance of the Class M-9 Certificates immediately prior
to such
Distribution Date (after taking into account the distribution of
the Class M-9
Principal Distribution Amount on such Distribution Date), (xi) the
Certificate
Principal Balance of the Class M-10 Certificates immediately prior
to such
Distribution Date (after taking into account the distribution of
the Class M-10
Principal Distribution Amount on such Distribution Date), (xii) the
Certificate
Principal Balance of the Class M-11 Certificates immediately prior
to such
Distribution Date (after taking into account the distribution of
the Class M-11
Principal Distribution Amount on such Distribution Date), (xiii)
the Certificate
Principal Balance of the Class M-12 Certificates immediately prior
to such
Distribution Date (after taking into account the distribution of
the Class M-12
Principal Distribution Amount on such Distribution Date) and (iv)
the
Certificate Principal Balance of the Class M-13 Certificates
immediately prior
to such Distribution Date over (y) the lesser of (A) the product of
(i)
approximately [__]% 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
$[____________].
"Class P Certificate": Any one of the Class P Certificates
executed,
authenticated and delivered by the Trust Administrator,
substantially in the
form annexed hereto as Exhibit A-20 and evidencing a Regular
Interest in REMIC
IV for purposes of the REMIC Provisions.
"Class P Interest": An uncertificated interest in the Trust Fund
held by
the Trust Administrator on behalf of the Holders of the Class P
Certificates,
evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.
"Class R Certificate": Any one of the Class R Certificates
executed,
authenticated and delivered by the Trust Administrator,
substantially in the
form annexed hereto as Exhibit A-21 and evidencing the ownership of
the Class
R-I Interest and the Class R-II Interest.
"Class R-X Certificate": Any one of the Class R-X Certificates
executed,
authenticated and delivered by the Trust Administrator,
substantially in the
form annexed hereto as Exhibit A-22 and evidencing the ownership of
the Class
R-III Interest and the Class R-IV Interest.
"Class R-I Interest": The uncertificated Residual Interest in REMIC
I.
"Class R-II Interest": The uncertificated Residual Interest in
REMIC II.
"Class R-III Interest": The uncertificated Residual Interest in
REMIC III.
"Class R-IV Interest": The uncertificated Residual Interest in
REMIC IV.
"Closing Date": [____________].
"Code": The Internal Revenue Code of 1986, as amended.
"Collection Account": The account or accounts created and
maintained by the
Servicer pursuant to Section 3.10(a), which shall be entitled
"[____________],
as servicer for [____________], as Trustee, in trust for the
registered holders
of Citigroup Mortgage Loan Trust, [____________], Series
[____________]," and
which must be an Eligible Account.
"Commission": The Securities and Exchange Commission.
"Compensating Interest Payment": With respect to any Distribution
Date and
the 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) the aggregate of the Prepayment Interest Shortfalls for the
related
Distribution Date and (B) the aggregate Servicing Fee received in
the related
Due Period.
"Corresponding Certificate": With respect to each REMIC I Regular
Interest,
the Class of Regular Certificates listed below:
REMIC I Regular Interest
Class
------------------------
----------
I-LTA1
Class A-1
I-LTA2A
Class A-2A
I-LTA2B
Class A-2B
I-LTA2C
Class A-2C
I-LTA2D
Class A-2D
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-LTM10
Class M-10
I-LTM11
Class M-11
I-LTM12
Class M-12
I-LTM13
Class M-13
I-LTP
Class P
"Corporate Trust Office": The principal corporate trust office of
the
Trustee or the Trust Administrator at which at any particular time
its corporate
trust business in connection with this Agreement shall be
administered, which
office, with respect to the Trust Administrator, at the date of the
execution of
this instrument is located at 388 Greenwich, 14th Floor, New York
New York
10013, or such other address as the Trust Administrator may
designate from time
to time by notice to the Certificateholders, the Depositor, the
Servicer and the
Trustee and, with respect to the Trustee, at the date of the
execution of this
instrument is located at [____________], Attention: [____________],
or such
other address as the Trustee may designate from time to time by
notice to the
Certificateholders, the Depositor, the Servicer and the Trust
Administrator.
"Credit Risk Manager": [____________], a [____________]
corporation, and
its successors and assigns.
"Credit Risk Management Agreement": The agreement, dated as of the
Closing
Date, between the Credit Risk Manager and the 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": [__]% per annum.
"Cumulative Realized Loss Percentage": The aggregate amount of
Realized
Losses incurred since the Cut-off Date through the last day of the
related Due
Period (after reduction for all Subsequent Recoveries received from
the Cut-off
Date through the Prepayment Period) divided by the aggregate
principal balance
of the Mortgage Loans as of the Cut-off Date.
"Custodian": A document custodian appointed by the Trustee to
perform (or
in the case of the related initial Custodian otherwise engaged to
perform)
custodial duties with respect to the Mortgage Files. The initial
Custodian is
[___________]. 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 related
initial Custodian, the applicable agreement pursuant to which the
related
initial Custodian performs its custodial duties with respect to the
Mortgage
Files.
"Cut-off Date": With respect to each Original Mortgage Loan,
[___________].
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 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
15th day
of the calendar month in which such Distribution Date occurs or, if
such 15th
day is not a Business Day, the Business Day immediately preceding
such 15th day.
"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
Servicer on
behalf of the Trustee) shall not be considered to Directly Operate
an REO
Property solely because the Trustee (or the 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 or Trust Administrator
based upon an
Opinion of Counsel that the holding of an Ownership Interest in a
Residual
Certificate by such Person may cause any REMIC 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 Trust Administrator pursuant to Section 3.10(b)
which shall be
entitled "[___________], as Trust Administrator for [___________]
as Trustee, in
trust for the registered holders of Citigroup Mortgage Loan Trust
Inc.,
[___________], Series [___________]." 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 [___________].
"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, (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 or
(iv) an account
otherwise acceptable to each Rating Agency without reduction or
withdrawal of
their then current ratings of the Certificates as evidenced by a
letter from
each Rating Agency to the Trustee and Trust Administrator. 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 [__]% 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 Servicing Fee Rate and (ii) 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 Servicing Fee Rate and (ii) the Credit Risk
Manager Fee
Rate.
"Extraordinary Trust Fund Expenses": Any amounts reimbursable to
the
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 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
related Originator, the Seller, the Depositor or the Servicer
pursuant to or as
contemplated by Section 2.03 or Section 9.01), a determination made
by the
Servicer that all Liquidation Proceeds have been recovered. The
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 Certificates": The Class A-1 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 Payments on the Group I Mortgage Loans (net
of Servicing
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
Freddie Mac 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 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 [__]% 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 $[___________].
"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 Certificates": The Class A-2A, Class A-2B, Class A-2C and
Class
A-2D 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 Payments on the Group II Mortgage Loans (net
of Servicing
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 may or may
not conform 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 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 [__]% 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 $[___________].
"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, Class M-9, Class M-10, Class M-11, Class
M-12 and
Class M-13 Certificates.
"Indenture": An indenture relating to the issuance of notes secured
by the
Class CE Certificates, the Class P Certificates and/or the Residual
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
Servicer and their
respective Affiliates, (b) does not have any direct financial
interest in or any
material indirect financial interest in the Depositor, the Servicer
or any
Affiliate thereof, and (c) is not connected with the Depositor, the
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 Servicer or
any Affiliate thereof merely because such Person is the beneficial
owner of
[__]% or less of any class of securities issued by the Depositor or
the Servicer
or any Affiliate thereof, as the case may be.
"Independent Contractor": Either (i) any Person (other than the
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,
[__]% 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 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.
"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
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 for purposes of the definition of Marker Rate and
Maximum
I-LTZZ Uncertificated Interest Deferral Amount, REMIC I Regular
Interest I-LTA1,
REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B,
REMIC I
Regular Interest I-LTA2C, REMIC I Regular Interest I-LTA2D, 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-LTM10, REMIC I Regular Interest I-LTM11, REMIC I Regular Interest
I-LTM12 and
REMIC I Regular Interest I-LTM13, 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 are 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 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 or Loan Group II, 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.
"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-LTA1,
REMIC I
Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I
Regular
Interest I-LTA2C, REMIC I Regular Interest I-LTA2D, 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-LTM10, REMIC
I Regular Interest I-LTM11, REMIC I Regular Interest I-LTM12, REMIC
I Regular
Interest I-LTM13 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, each such 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.
"Master Agreement": Any of the Master Mortgage Loan Purchase and
Interim
Servicing Agreements between an Originator and the Seller.
"Maximum Cap Rate": For any Distribution Date with respect to the
Group I
Certificates, the sum of (A) 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 the
actual number of days elapsed in the related Interest Accrual
Period and the
denominator of which is 30 and (B) a per annum rate equal to the
product of (x)
the payment made by the Cap Provider divided by the aggregate
Stated Principal
Balance of the Mortgage Loans and (y) 12.
For
any Distribution Date with respect to the Group II Certificates,
the
sum of (A) 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 and (B) a per annum rate equal to the product of (x) the
payment made by
the Cap Provider divided by the aggregate Stated Principal Balance
of the
Mortgage Loans and (y) 12.
For
any Distribution Date with respect to the Mezzanine Certificates, a
per
annum rate equal to 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 Maximum Cap Rate for
the Group I
Mortgage Loans and the Group II 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).
"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-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I
Regular
Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular
Interest
I-LTA2D, 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-LTM10, REMIC I Regular Interest I-LTM11, REMIC
I Regular
Interest I-LTM12 and REMIC I Regular Interest I-LTM13 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 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, the Class M-9 Certificates, the Class
M-10
Certificates, the Class M-11 Certificates, the Class M-12
Certificates and the
Class M-13 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
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 or second 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 Servicing 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 and the Group II 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 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 [___]%, next highest
[___]%).
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 Mezzanine Certificates, a
per
annum rate equal to 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 Net WAC
Pass-Through Rate for
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 (ii) the weighted average of the Net WAC Pass-Through
Rate for 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. 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 and (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, 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 Advance": Any P&I Advance or Servicing 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 Servicer will not or, in
the case of
a proposed P&I Advance or Servicing 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 Interest and
any
Distribution Date, the aggregate Uncertificated Balance of the
REMIC I Regular
Interests (other than REMIC I Regular Interest I-LTP and REMIC I
Regular
Interest I-LTXX) 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 Servicer, the Seller or
the
Depositor, as applicable.
"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-LTA1, REMIC I
Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I
Regular
Interest I-LTA2C, REMIC I Regular Interest I-LTA2D, 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-LTM10, REMIC
I Regular Interest I-LTM11, REMIC I Regular Interest I-LTM12 and
REMIC I Regular
Interest I-LTM13, 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 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 [__]% 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 [____________________].
"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 [__]% 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 sum of (i) the Net Monthly Excess
Cashflow for such
Distribution Date and (ii) any amounts received under the Cap
Contract for this
purpose and (b) the Overcollateralization Deficiency Amount for
such
Distribution Date (calculated for this purpose only after assuming
that [__]% 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 [__]% 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) [__]% 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) [__]% of the aggregate principal balance of the
mortgage
loans as of the Cut-off Date, 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 related Net WAC Pass-Through Rate for
such
Distribution Date.
With
respect to the Class CE Interest 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) [__]% of the interest on REMIC I
Regular Interest
I-LTP and [__]% of the interest on REMIC I Regular Interest I-LTX
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-LTA1, REMIC I
Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I
Regular
Interest I-LTA2C, REMIC I Regular Interest I-LTA2D, 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-LTM10, REMIC
I Regular Interest I-LTM11, REMIC I Regular Interest I-LTM12, REMIC
I Regular
Interest I-LTM13 and REMIC I Regular Interest I-LTZZ. With respect
to the Class
CE Certificates, [__]% of the interest distributable to the Class
CE Interest,
expressed as a per annum rate.
"Percentage Interest": With respect to any Class of Certificates
(other
than the Residual 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 $[____] and integral multiples of $[____] in
excess
thereof. The Class P Certificates are issuable only in Percentage
Interests
corresponding to initial Certificate Principal Balances of $[__]
and integral
multiples thereof. The Class CE Certificates are issuable only in
minimum
Percentage Interests corresponding to minimum initial Certificate
Principal
Balances of $[____] and integral multiples of $[____] 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
[__]% 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 Servicer, the Trustee, 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 that rate such securities 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
affiliated with 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; and
(vii) if previously confirmed in writing to the 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 [____]% 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 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 Mortgage Loan that was the subject of a 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 occurring between the
first day of the
related Prepayment Period and the last day of the calendar month
preceding the
calendar month in which such Distribution Date occurs, 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 calendar
month preceding
the calendar month in which such Distribution Date occurs. The
obligations of
the Servicer in respect of any Prepayment Interest Shortfall are
set forth in
Section 3.24.
"Prepayment Period": With respect to each Distribution Date, 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 [_____________]) and ending on the 15th day of the
calendar 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 [_____________] at its principal
office in
[_____________], 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
[_____________]) 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 and (ii) the
Group II
Principal Remittance Amount.
"Private Certificates": Any of the Class A-1, Class M-11, Class
M-12, Class
M-13, Class CE, Class P or Residual Certificates.
"Prospectus Supplement": The Prospectus Supplement, dated
[_____________],
relating to the public offering of the Group II Certificates and
the Mezzanine
Certificates (other than the Class M-11, Class M-12 and Class
M-13
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
party
purchasing the Mortgage Loan to the Trustee and the Trust
Administrator, an
amount equal to the sum of: (i) [__]% 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 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 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 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 related Originator 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 [__]% 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
and the
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 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 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 for
which the
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, or any state
law
providing for similar relief.
"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 the Servicer Prepayment Charge Payment
Amount), the
Distribution Account (other than any amounts representing the
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 Contract, the Cap Account 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": [__]% 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-LTA1, REMIC I
Regular
Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular
Interest
I-LTA2C, REMIC I Regular Interest I-LTA2D, 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-LTM10, REMIC
I Regular Interest I-LTM11, REMIC I Regular Interest I-LTM12, REMIC
I Regular
Interest I-LTM13, REMIC I Regular Interest I-LTZZ, REMIC I Regular
Interest
I-LTP and REMIC I Regular Interest I-LTX.
"REMIC I Overcollateralized Amount": With respect to any date
of
determination, (i) [__]% of the aggregate Uncertificated Balance of
the REMIC I
Regular Interests minus (ii) the aggregate Uncertificated Balance
of REMIC I
Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I
Regular
Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular
Interest
I-LTA2D, 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-LTM10, REMIC I Regular Interest I-LTM11, REMIC
I Regular
Interest I-LTM12, REMIC I Regular Interest I-LTM13, REMIC I Regular
Interest
I-LTP and REMIC I Regular Interest I-LTX, 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) [__]% 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-LTA1, REMIC I
Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I
Regular
Interest I-LTA2C, REMIC I Regular Interest I-LTA2D, 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-LTM10, REMIC
I Regular Interest I-LTM11, REMIC I Regular Interest I-LTM12 and
REMIC I Regular
Interest I-LTM13 and the denominator of which is the aggregate
Uncertificated
Balance of REMIC I Regular Interest I-LTA1, REMIC I Regular
Interest I-LTA2A,
REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C,
REMIC I
Regular Interest I-LTA2D, 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-LTM10, REMIC I Regular
Interest
I-LTM11, REMIC I Regular Interest I-LTM12, REMIC I Regular Interest
I-LTM13 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 set
forth in the
Preliminary Statement hereto.
"REMIC I Remittance Rate": With respect to REMIC I Regular Interest
I-LTAA,
REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A,
REMIC I
Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I
Regular
Interest I-LTA2D, 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-LTM10, REMIC I Regular Interest
I-LTM11,
REMIC I Regular Interest I-LTM12 and REMIC I Regular Interest
I-LTM13, REMIC I
Regular Interest I-LTZZ, REMIC I Regular Interest I-LTP, REMIC I
Regular
Interest I-LTX, REMIC I Regular Interest I-LT1SUB, REMIC I Regular
Interest
I-LT2SUB 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 and with respect REMIC
I Regular
Interest I-LT2GRP, the weighted average of the Expense Adjusted Net
Mortgage
Rates of the Group II Mortgage Loans.
"REMIC I Required Overcollateralized Amount": [__]% of the
Overcollateralization Target Amount.
"REMIC I Sub WAC Allocation Percentage": [__]% 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 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, the Class CE Interest,
the Class P
Interest and the Class R-II Interest and all amounts deposited
therein, with
respect to which a separate REMIC election is to be made.
"REMIC III": The segregated pool of assets consisting of all of the
Class
CE Interest conveyed in trust to the Trust Administrator, for the
benefit of the
Class CE Certificates, and the Class R-III Interest and all amounts
deposited
therein, with respect to which a separate REMIC election is to be
made.
"REMIC IV": The segregated pool of assets consisting of all of the
Class P
Interest conveyed in trust to the Trust Administrator, for the
benefit of the
Class P Certificates, and the Class R-IV 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, the Class
CE
Interest and the Class P Interest.
"Remittance Report": A report in form and substance acceptable to
the Trust
Administrator prepared by the Servicer pursuant to Section 4.03
with such
additions, deletions and modifications as agreed to by the Trust
Administrator
and the 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 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 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 and the Class
R-X
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 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 and the Group II 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": [_______________] or any successor Servicer appointed
as herein
provided, each in its capacity as a Servicer hereunder.
"Servicer Event of Default": One or more of the events described in
Section
7.01.
"Servicer Prepayment Charge Payment Amount": The amounts payable by
the
Servicer in respect of any waived Prepayment Charges pursuant to
Section 3.01.
"Servicer Remittance Date": With respect to any Distribution Date,
the [__]
day of the calendar month in which such Distribution Date occurs
or, if such
[__] day is not a Business Day, the Business Day immediately
following.
"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 Servicer in connection with a default, delinquency
or other
unanticipated event by the 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, (iv) obtaining any legal
documentation
required to be included in the Mortgage File and/or correcting any
outstanding
title issues (i.e. any lien or encumbrance on the Mortgaged
Property that
prevents the effective enforcement of the intended lien position)
reasonably
necessary for the Servicer to perform its obligations under this
Agreement and
(v) 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. Servicing
Advances shall also
include any reasonable "out-of-pocket" costs and expenses
(including legal fees)
incurred by the Servicer in connection with executing and recording
instruments
of satisfaction, deeds of reconveyance or Assignments of Mortgage
in connection
with any foreclosure in respect of any Mortgage Loan to the extent
not recovered
from the related Mortgagor or otherwise payable under this
Agreement.The
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
Servicer, would not be ultimately recoverable from related
Insurance Proceeds or
Liquidation Proceeds on such Mortgage Loan or REO Property as
provided herein.
The Servicer shall not be required to make any Servicing Advance
that would be a
Nonrecoverable Advance.
"Servicing Fee": With respect to each Mortgage Loan and for any
calendar
month, an amount equal to one month's interest at the 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 [__]%
per annum.
"Servicing Officer": Any employee of the 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
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 $[_______]. With respect to
the Class P
and the Residual Certificates, a hypothetical Certificate of such
Class
evidencing a [__]% 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 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 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 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 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
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 [_______________] 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 and the
Group II
Principal Distribution Amount to the Certificates then entitled to
distributions
of principal on such Distribution Date) is equal to or greater than
[__]%.
"Sub-Servicer": Any Person with which any Servicer has entered into
a Sub-
Servicing Agreement and which meets the qualifications of a
Sub-Servicer
pursuant to Section 3.02.
"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 Servicer.
"Sub-Servicing Agreement": The written contract between the
Servicer and a
Sub-Servicer relating to servicing and administration of certain
Mortgage Loans
as provided in Section 3.02.
"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 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
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 [__]% of the Senior
Enhancement
Percentage for the prior Distribution Date; or
(b)
the Cumulative Realized Loss Percentage exceeds the applicable
percentages set forth below with respect to such Distribution
Date:
DISTRIBUTION DATE OCCURRING IN
PERCENTAGE
------------------------------
----------
[________] through [________]
[__]%
[________] through [________]
[__]%
[________] through [________]
[__]%
[________] through [________]
[__]%
[________] and thereafter
[__]%
"Trust Administrator": [_______________], 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 Contract, distributions
made to the
Trust Administrator by the Cap Administrator under the Cap
Administration
Agreement and the Cap Account, 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, REMIC II, REMIC III and REMIC
IV.
"Trustee": [_______________], 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. With respect to the
Class CE
Interest as of any date of determination, an amount equal to the
excess, if any,
of (A) the then aggregate Uncertificated Principal Balance of the
REMIC 1
Regular Interests over (B) the then aggregate Certificate Principal
Balance of
the Floating Rate Certificates and the Class P Certificates then
outstanding.
The Uncertificated Principal Balance of each REMIC Regular Interest
that has an
Uncertificated Principal Balance 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
Residual 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, [__]% 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, [__]% of all Voting
Rights will be
allocated to the holders of the Class P Certificates and [__]% 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 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
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-LTA1, REMIC I Regular Interest
I-LTA2A, REMIC
I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC
I Regular
Interest I-LTA2D, 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-LTM10, REMIC I Regular Interest
I-LTM11,
REMIC I Regular Interest I-LTM12, REMIC I Regular Interest I-LTM13
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
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 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, payments made to the Trust Administrator by the Cap
Administrator
under the Cap Administration Agreement and the Cap Account, 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 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 Trust Administrator 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
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
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 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 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
Servicer
shall submit each Assignment for recording, at no expense to the
Trust Fund or
the Servicer, upon the earliest to occur of: (A) reasonable
direction by Holders
of Certificates entitled to at least [__]% of the Voting Rights,
(B) the
occurrence of a Servicer Event of Default, (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 Servicer and the Servicer shall be reimbursed for such
expenses by
the Trust as Servicing Advances.
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 Servicer
to, and the
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 [__]% 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. The Depositor shall deliver or cause the Seller to
deliver to the
Servicer copies of all trailing documents required to be included
in the
servicing file at the same time the originals or certified copies
thereof are
delivered to the Trustee or Custodian, such documents including but
not limited
to the mortgagee policy of title insurance and any mortgage loan
documents upon
return from the recording office. The Servicer shall not be
responsible for any
custodian fees or other costs incurring in obtaining such documents
and the
Depositor shall cause the Servicer to be reimbursed for any such
costs it may
incur in connection with performing its obligations under this
Agreement.
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
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 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 Contract on the Closing Date and
thereafter on
behalf of the Trust and the Holders of the Floating Rate
Certificates. The
Seller, the Depositor, the Servicer, the Trust Administrator 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 Contract and shall do so
solely in its
capacity as Trustee of the Trust Fund and not in its individual
capacity. The
Trustee shall not have any responsibility for the contents,
adequacy or
sufficiency of the Cap contract, including, without limitation,
any
representations and warranties contained therein.
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 related 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 related 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 related Custodian on its
behalf shall
promptly so notify the Depositor, the Trust Administrator, the
Seller, the
Servicer and, if such notice is from the related Custodian on the
Trustee's
behalf, the Trustee. In addition, upon the discovery by the
Depositor, the
Servicer, the Trust Administrator or the Trustee of a breach of any
of the
representations and warranties made by the related 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 related 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, [___________]
is appointed
as Custodian with respect to the related Mortgage Files of all the
related
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 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 related 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 related
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 related
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 Servicer for deposit into the Collection
Account, and the
Trust Administrator, upon receipt of written notice from the
Servicer of such
deposit, shall give written notice to the Trustee and the related
Custodian that
such deposit has taken place and the Trustee shall release (or
cause the related
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 Servicer or
receipt
of notice by the Depositor of the breach of any representation,
warranty or
covenant of the Servicer set forth in Section 2.05 which materially
and
adversely affects the interests of the Certificateholders in any
Mortgage Loan,
the 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 related
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
related 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 related 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 related Custodian on its behalf shall promptly
so notify the
Depositor, the Trust Administrator, the related Originator, the
Seller and the
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
