CITIGROUP MORTGAGE LOAN TRUST INC.
Depositor
[_____________________]
Servicer
[_____________________]
Trust Administrator
and
[_____________________]
Trustee
-----------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of [_____________________]
-----------------------------------------
[_____________________]
Series [_____________________]
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ARTICLE I DEFINITIONS
<S>
<C>
SECTION 1.01
Defined
Terms.......................................................
SECTION 1.02
Allocation of Certain Interest
Shortfalls...........................
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES
SECTION 2.01
Conveyance of Mortgage
Loans........................................
SECTION 2.02
Acceptance of the Trust Fund by the
Trustee.........................
SECTION 2.03
Repurchase or Substitution of Mortgage Loans by the Seller or
the
Depositor.......................................................
SECTION 2.04
[Reserved]..........................................................
SECTION 2.05
Representations, Warranties and Covenants of the
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...................................................
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..................................................
</TABLE>
<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.
<TABLE>
<CAPTION>
REMIC I
Initial
Latest Possible
Designation
Remittance Rate
Uncertificated Balance
Maturity Date(1)
-------------
------------------
------------------------
--------------------
<S>
<C>
<C>
<C>
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)
$ [_________]
[____________]
</TABLE>
------------
(1) For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for
the
Mortgage Loan with the latest maturity date has been designated as
the
"latest possible maturity date" for each REMIC I Regular
Interest.
(2) Calculated in
accordance with the definition of "REMIC I Remittance Rate"
herein.
<PAGE>
REMIC II
As provided herein, the Trust Administrator will elect to treat
the
segregated pool of assets consisting of the REMIC I Regular
Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets
will be
designated as "REMIC II." The Class R-II Interest will evidence the
sole class
of "residual interests" in REMIC II for purposes of the REMIC
Provisions under
federal income tax law. The following table irrevocably sets forth
the
designation, the Pass-Through Rate, the initial aggregate
Certificate Principal
Balance and, for purposes of satisfying Treasury regulation
Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for the
indicated
Classes of Certificates and the Class CE Interest and the Class P
Interest,
which are uncertificated.
<TABLE>
<CAPTION>
Initial Aggregate
Certificate Principal
Latest Possible
Designation
Pass-Through Rate
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.
<TABLE>
<CAPTION>
Initial Aggregate
Certificate Principal
Latest Possible
Designation
Pass-Through Rate
Balance
Maturity Date(1)
Class CE
Certificates
Variable(2)
$ [_________]
[____________]
-----------------------
-------------------
----------------------
-------------------
<S>
<C>
<C>
<C>
</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 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.
<TABLE>
<CAPTION>
Initial Aggregate
Certificate Principal
Latest Possible
Designation
Pass-Through Rate
Balance
Maturity Date(1)
Class P
Certificates
Variable(2)
$ [_________]
[____________]
-----------------------
-------------------
----------------------
-------------------
<S>
<C>
<C>
<C>
</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 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:
Certificate Margin
------------------------------
Class
REMIC I Regular Interest (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 Date
in the month
of substitution, and the related Originator or the Seller, as
applicable, shall
thereafter be entitled to retain all amounts subsequently received
in respect of
such Deleted Mortgage Loan. The Trust Administrator shall give or
cause to be
given written notice to the Trustee and the Certificateholders that
such
substitution has taken place, and the Trust Administrator shall
amend or cause
the related Custodian to amend the Mortgage Loan Schedule to
reflect the removal
of such Deleted Mortgage Loan from the terms of this Agreement and
the
substitution of the Qualified Substitute Mortgage Loan or Loans
and, upon
receipt thereof, shall deliver a copy of such amended Mortgage Loan
Schedule to
the Servicer. Upon such substitution, such Qualified Substitute
Mortgage Loan or
Loans shall constitute part of the Mortgage Pool and shall be
subject in all
respects to the terms of this Agreement and the related Assignment
Agreement
(including all applicable representations and warranties thereof
included in
such Assignment Agreement), in each case as of the date of
substitution.
For any month in which the related Originator or the Seller, as
applicable, substitutes one or more Qualified Substitute Mortgage
Loans for one
or more Deleted Mortgage Loans, the Servicer will determine the
amount (the
"Substitution Shortfall Amount"), if any, by which the aggregate
Purchase Price
of all such Deleted Mortgage Loans exceeds the aggregate of, as to
each such
Qualified Substitute Mortgage Loan, the Scheduled Principal Balance
thereof as
of the date of substitution, together with one month's interest on
such
Scheduled Principal Balance at the applicable Mortgage Loan
Remittance Rate. On
the date of such substitution, the Trustee will monitor the
obligation of the
related Originator or the Seller, as applicable, to deliver or
cause to be
delivered, and shall request that such delivery be to the Servicer
for deposit
in the Collection Account, an amount equal to the Substitution
Shortfall Amount,
if any, and the Trustee (or the related Custodian on behalf of the
Trustee, as
applicable), upon receipt of the related Qualified Substitute
Mortgage Loan or
Loans and written notice given by the Servicer of such deposit,
shall release to
the related Originator or the Seller, as applicable, the related
Mortgage File
or Files and the Trustee and the Trust Administrator shall execute
and deliver
such instruments of transfer or assignment, in each case without
recourse, as
the related Originator or the Seller, as applicable, shall deliver
to it and as
shall be necessary to vest therein any Deleted Mortgage Loan
released pursuant
hereto.
In addition, the related Originator or the Seller, as applicable,
shall
obtain at its own expense and deliver to the Trustee and the Trust
Administrator
an Opinion of Counsel to the effect that such substitution will not
cause (a)
any federal tax to be imposed on any Trust REMIC, including without
limitation,
any federal tax imposed on "prohibited transactions" under Section
860F(a)(1) of
the Code or on "contributions after the startup date" under Section
860G(d)(1)
of the Code, or (b) any Trust REMIC to fail to qualify as a REMIC
at any time
that any Certificate is outstanding.
(e) Upon discovery by the Depositor, the Servicer, the Trust
Administrator or the Trustee that any Mortgage Loan does not
constitute a
"qualified mortgage" within the meaning of Section 860G(a)(3) of
the Code, the
party discovering such fact shall within two Business Days give
written notice
thereof to the other parties to this Agreement, and the Trustee
shall give
written notice thereof to the Seller. In connection therewith, the
related
Originator or the Seller, as applicable, pursuant to the related
Assignment
Agreement or the Depositor pursuant to this Agreement shall
repurchase or,
subject to the limitations set forth in Section 2.03(d), substitute
one or more
Qualified Substitute Mortgage Loans for the affected Mortgage Loan
within 90
days of the earlier of discovery or receipt of such notice with
respect to such
affected Mortgage Loan. Such repurchase or substitution shall be
made by (i) the
related Originator or the Seller, as applicable, if the affected
Mortgage Loan's
status as a non-qualified mortgage is or results from a breach of
any
representation, warranty or covenant made by the related Originator
or the
Seller, as applicable, under the related Assignment Agreement or
(iii) the
Depositor, if the affected Mortgage Loan's status as a
non-qualified mortgage is
a breach of no representation or warranty. Any such repurchase or
substitution
shall be made in the same manner as set forth in Sections 2.03(a).
The Trustee
shall reconvey to the Depositor, the related Originator or the
Seller, as the
case may be, the Mortgage Loan to be released pursuant hereto in
the same
manner, and on the same terms and conditions, as it would a
Mortgage Loan
repurchased by an Originator or the Seller for breach of a
representation or
warranty.
SECTION 2.04 [Reserved].
SECTION 2.05 Representations, Warranties and Covenants of the
Servicer.
(a) The Servicer hereby represents, warrants and covenants to the
Trust
Administrator and the Trustee, for the benefit of each of the
Trustee, the Trust
Administrator, the Certificateholders and to the Depositor that as
of the
Closing Date or as of such date specifically provided herein:
(i) The
Servicer is duly organized, validly existing, and in good
standing
under the laws of the jurisdiction of its formation and is duly
authorized and qualified to transact any and all business
contemplated
by this Agreement to be conducted by the Servicer in any state in
which
a Mortgaged Property is located or is otherwise not required
under
applicable law to effect such qualification and, in any event, is
in
compliance with the doing business laws of any such State, to
the
extent necessary to ensure its ability to enforce each Mortgage
Loan
and to service the Mortgage Loans in accordance with the terms of
this
Agreement;
(ii)
The Servicer has the full power and authority to service each
Mortgage
Loan, and to execute, deliver and perform, and to enter into
and
consummate the transactions contemplated by this Agreement and has
duly
authorized by all necessary action on the part of the Servicer
the
execution, delivery and performance of this Agreement; and this
Agreement, assuming the due authorization, execution and
delivery
thereof by the other parties hereto, constitutes a legal, valid
and
binding obligation of the Servicer, enforceable against the
Servicer in
accordance with its terms, except to the extent that (a) the
enforceability thereof may be limited by bankruptcy,
insolvency,
moratorium, receivership and other similar laws relating to
creditors'
rights generally and (b) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to
the
equitable defenses and to the discretion of the court before which
any
proceeding therefor may be brought;
(iii) The
execution and delivery of this Agreement by the Servicer, the
servicing of the Mortgage Loans by the Servicer hereunder, the
consummation of any other of the transactions herein contemplated,
and
the fulfillment of or compliance with the terms hereof are in
the
ordinary course of business of the Servicer and will not (A) result
in
a breach of any term or provision of the charter or by-laws of
the
Servicer or (B) conflict with, result in a breach, violation or
acceleration of, or result in a default under, the terms of any
other
material agreement or instrument to which the Servicer is a party
or by
which it may be bound, or any statute, order or regulation
applicable
to the Servicer of any court, regulatory body, administrative
agency or
governmental body having jurisdiction over the Servicer; and
the
Servicer is not a party to, bound by, or in breach or violation of
any
indenture or other agreement or instrument, or subject to or in
violation of any statute, order or regulation of any court,
regulatory
body, administrative agency or governmental body having
jurisdiction
over it, which materially and adversely affects or, to the
Servicer's
knowledge, would in the future materially and adversely affect, (x)
the
ability of the Servicer to perform its obligations under this
Agreement
or (y) the business, operations, financial condition, properties
or
assets of the Servicer taken as a whole;
(iv)
The Servicer is an approved seller/servicer for Fannie Mae or
Freddie
Mac in good standing;
(v) No
litigation is pending against the Servicer that would materially
and
adversely affect the execution, delivery or enforceability of
this
Agreement or the ability of the Servicer to service the Mortgage
Loans
or to perform any of its other obligations hereunder in accordance
with
the terms hereof;
(vi)
No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery
and
performance by the Servicer of, or compliance by the Servicer
with,
this Agreement or the consummation of the transactions contemplated
by
this Agreement, except for such consents, approvals, authorizations
or
orders, if any, that have been obtained prior to the Closing
Date;
(vii) The
Servicer covenants that its computer and other systems used in
servicing the Mortgage Loans operate in a manner such that the
Servicer
can service the Mortgage Loans in accordance with the terms of
this
Agreement;
(viii) The
Servicer has fully furnished and will continue to fully furnish,
in
accordance with the Fair Credit Reporting Act and its
implementing
regulations, accurate and complete information (e.g., favorable
and
unfavorable) on its borrower credit files to Equifax, Experian
and
Trans Union Credit Information Company or their successors (the
"Credit
Repositories") in a timely manner; and
(ix)
The Servicer (or a Sub-Servicer servicing the Mortgage Loans on
its
behalf) is a member of MERS in good standing, and will comply in
all
material respects with the rules and procedures of MERS in
connection
with the servicing of the Mortgage Loans that are registered with
MERS.
It is understood and agreed that the representations, warranties
and
covenants set forth in this Section 2.05 shall survive delivery of
the Mortgage
Files to the Trustee or to the related Custodian on its behalf and
shall inure
to the benefit of the Trustee, the Trust Administrator, the
Depositor and the
Certificateholders. Upon discovery by any of the Depositor, the
Servicer, the
Trust Administrator or the Trustee of a breach of any of the
foregoing
representations, warranties and covenants which materially and
adversely affects
the value of any Mortgage Loan or the interests therein of the
Certificateholders, the party discovering such breach shall give
prompt written
notice (but in no event later than two Business Days following such
discovery)
to the Trustee and the Trust Administrator. Subject to Section
7.01, the
obligation of the Servicer set forth in Section 2.03(c) to cure
breaches shall
constitute the sole remedies against the Servicer available to
the
Certificateholders, the Depositor, the Trust Administrator or the
Trustee on
behalf of the Certificateholders respecting a breach of the
representations,
warranties and covenants contained in this Section 2.05.
SECTION 2.06 Issuance of the Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans
and
the delivery to it or to the related Custodian on its behalf of the
Mortgage
Files, subject to the provisions of Section 2.01 and Section 2.02,
together with
the assignment to it of all other assets included in REMIC I
delivered on the
date hereof, receipt of which is hereby acknowledged. Concurrently
with such
assignment and delivery of such assets delivered on the date hereof
and in
exchange therefor, the Trust Administrator, pursuant to the written
request of
the Depositor executed by an officer of the Depositor, has
executed,
authenticated and delivered, to or upon the order of the Depositor,
the
Certificates in authorized denominations. The interests evidenced
by the
Certificates (other than the Class CE Certificates, the Class P
Certificates and
the Class R-X Certificates), the Class CE Interest and the Class P
Interest
constitute the entire beneficial ownership interest in REMIC
II.
SECTION 2.07 Conveyance of the REMIC Regular Interests; Acceptance
of
the Trust REMICs by the Trustee.
(a) The Depositor, concurrently with the execution and delivery
hereof,
does hereby transfer, assign, set over and otherwise convey in
trust to the
Trustee without recourse all the right, title and interest of the
Depositor in
and to the assets described in the definition of REMIC I for the
benefit of the
holders of the REMIC I Regular Interests (which are uncertificated)
and the
Class R Certificates (in respect of the Class R-I Interest). The
Trustee (or the
related Custodian on its behalf, as applicable) acknowledges
receipt of the
assets described in the definition of REMIC I and declares that it
holds and
will hold the same in trust for the exclusive use and benefit of
the holders of
the REMIC I Regular Interests and the Class R Certificates (in
respect of the
Class R-I Interest). The interests evidenced by the Class R-I
Interest, together
with the REMIC I Regular Interests, constitute the entire
beneficial ownership
interest in REMIC I.
(b) The Depositor, concurrently with the execution and delivery
hereof,
does hereby transfer, assign, set over and otherwise convey in
trust to the
Trustee without recourse all the right, title and interest of the
Depositor in
and to the REMIC I Regular Interests (which are uncertificated) for
the benefit
of the Holders of the Regular Certificates (other than the Class CE
Certificates
and the Class P Certificates), the Class CE Interest, the Class P
Interest and
the Class R Certificates (in respect of the Class R-II Interest).
The Trustee
acknowledges receipt of the REMIC I Regular Interests and declares
that it holds
and will hold the same in trust for the exclusive use and benefit
of the Holders
of the Regular Certificates (other than the Class CE Certificates
and the Class
P Certificates), the Class CE Interest, the Class P Interest and
the Class R
Certificates (in respect of the Class R-II Interest). The interests
evidenced by
the Class R-II Interest, together with the Regular Certificates,
the Class CE
Interest and the Class P Interest, constitute the entire beneficial
ownership
interest in REMIC II.
(c) The Depositor, concurrently with the execution and delivery
hereof,
does hereby transfer, assign, set over and otherwise convey in
trust to the
Trustee without recourse all the right, title and interest of the
Depositor in
and to the Class CE Interest (which is uncertificated) for the
benefit of the
Holders of the Class CE Certificates and the Class R-X Certificates
(in respect
of the Class R-III Interest). The Trustee acknowledges receipt of
the Class CE
Interest and declares that it holds and will hold the same in trust
for the
exclusive use and benefit of the Holders of the Class CE
Certificates and the
Class R-X Certificates (in respect of the Class R-III Interest).
The interests
evidenced by the Class R-III Interest, together with the Class CE
Certificates,
constitute the entire beneficial ownership interest in REMIC
III.
(d) The Depositor, concurrently with the execution and delivery
hereof,
does hereby transfer, assign, set over and otherwise convey in
trust to the
Trustee without recourse all the right, title and interest of the
Depositor in
and to the Class P Interest (which is uncertificated) for the
benefit of the
Holders of the Class P Certificates and the Class R-X Certificates
(in respect
of the Class R-IV Interest). The Trustee acknowledges receipt of
the Class P
Interest and declares that it holds and will hold the same in trust
for the
exclusive use and benefit of the Holders of the Class P
Certificates and the
Class R-X Certificates (in respect of the Class R-IV Interest). The
interests
evidenced by the Class R-IV Interest, together with the Class P
Certificates,
constitute the entire beneficial ownership interest in REMIC
IV.
(e) Concurrently with (i) the assignment and delivery to the
Trustee of
REMIC I and the acceptance by the Trustee thereof, pursuant to
Section 2.01,
Section 2.02 and subsection (a) hereof, (ii) the assignment and
delivery to the
Trustee of REMIC II (including the Residual Interest therein
represented by the
Class R-II Interest) and the acceptance by the Trustee thereof,
pursuant to
Section 2.01, Section 2.02 and subsection (b) hereof, (iii) the
assignment and
delivery to the Trustee of REMIC III (including the Residual
Interest therein
represented by the Class R-III Interest) and the acceptance by the
Trustee
thereof, pursuant to Section 2.01, Section 2.02 and subsection (c)
hereof and
(iv) the assignment and delivery to the Trustee of REMIC IV
(including the
Residual Interest therein represented by the Class IV Interest) and
the
acceptance by the Trustee thereof, pursuant to Section 2.01,
Section 2.02 and
subsection (d) hereof, the Trustee, pursuant to the written request
of the
Depositor executed by an officer of the Depositor, has executed,
authenticated
and delivered to or upon the order of the Depositor, (A) the Class
R
Certificates in authorized denominations evidencing the Class R-I
Interest and
the Class R-II Interest and (B) the Class R-X Certificates in
authorized
denominations evidencing the Class R-III Interest and the Class
R-IV Interest.
SECTION 2.08 Puposes and Powers of the Trust.
The purpose of the common law trust, as created hereunder, is to
engage
in the following activities:
(a) acquire and hold the Mortgage Loans and the other assets of
the
Trust Fund and the proceeds therefrom;
(b) to issue the Certificates sold to the Depositor in exchange for
the
Mortgage Loans;
(c) to make payments on the Certificates;
(d) to engage in those activities that are necessary, suitable
or
convenient to accomplish the foregoing or are incidental thereto or
connected
therewith; and
(e) subject to compliance with this Agreement, to engage in such
other
activities as may be required in connection with conservation of
the Trust Fund
and the making of distributions to the Certificateholders.
The Trust is hereby authorized to engage in the foregoing
activities. The
Trustee shall not cause the Trust to engage in any activity other
than in
connection with the foregoing or other than as required or
authorized by the
terms of this Agreement while any Certificate is outstanding, and
this Section
2.08 may not be amended, without the consent of the
Certificateholders
evidencing [__]% or more of the aggregate Voting Rights of the
Certificates.
<PAGE>
ARTICLE III
ADMINISTRATION AND SERVICING
OF THE MORTGAGE LOANS
SECTION 3.01 Servicer to Act as Servicer.
The Servicer shall service and administer the Mortgage Loans on
behalf
of the Trustee and in the best interests of and for the benefit of
the
Certificateholders (as determined by the Servicer in its reasonable
judgment) in
accordance with the terms of this Agreement and the respective
Mortgage Loans
and, to the extent consistent with such terms, in the same manner
in which it
services and administers similar mortgage loans for its own
portfolio, giving
due consideration to customary and usual standards of practice of
prudent
mortgage lenders and loan servicers administering similar mortgage
loans but
without regard to:
(i) any
relationship that the Servicer, any Sub-Servicer or any
Affiliate
of the Servicer or any Sub-Servicer may have with the related
Mortgagor;
(ii)
the ownership of any Certificate by the Servicer or any Affiliate
of
the Servicer;
(iii) the
Servicer's obligation to make P&I Advances or Servicing
Advances;
or
(iv)
the Servicer's or any Sub-Servicer's right to receive compensation
for
its services hereunder or with respect to any particular
transaction.
To the extent consistent with the foregoing, the Servicer (a)
shall
seek the timely and complete recovery of principal and interest on
the Mortgage
Notes and (b) shall waive (or permit a Sub-Servicer to waive) a
Prepayment
Charge only under the following circumstances: (i) such waiver is
standard and
customary in servicing similar Mortgage Loans and such waiver
relates to a
default or a reasonably foreseeable default and would, in the
reasonable
judgment of the Servicer, maximize recovery of total proceeds
taking into
account the value of such Prepayment Charge and the related
Mortgage Loan, (ii)
the collection of such Prepayment Charge would be in violation of
applicable
laws or (iii) the amount of the Prepayment Charge set forth on the
Prepayment
Charge Schedule is not consistent with the related Mortgage Note or
is otherwise
unenforceable. If a Prepayment Charge is waived as permitted by
meeting the
standard described in clauses (ii) or (iii) above, then, the
Trustee shall make
commercially reasonable efforts to attempt to enforce the
obligations of the
related Originator under the Master Agreement to pay the amount of
such waived
Prepayment Charge, for the benefit of the Holders of the Class P
Certificates;
provided, however, that the Trustee shall not be under any
obligation to take
any action pursuant to this paragraph unless directed by the
Depositor and
provided, further, the Depositor hereby agrees to assist the
Trustee in
enforcing any obligations of any Originator to repurchase or
substitute for a
Mortgage Loan which has breached a representation or warranty under
the related
Assignment Agreement. If the Trustee makes a good faith
determination as
evidenced by an officer's certificate delivered by the Trustee to
the Trust
Administrator, that the Servicer's efforts are not reasonably
expected to be
successful in enforcing such rights, it shall notify the Trust
Administrator of
such failure and the Trust Administrator, with the cooperation of
the Servicer,
shall enforce the obligation of the related Originator under the
Master
Agreement to pay to the Servicer the amount of such waived
Prepayment Charge. If
such Originator fails to pay the amount of such waived Prepayment
Charge in
accordance with its obligations under the related Master Agreement,
the Trustee,
Trust Administrator, the Servicer and the Depositor shall consult
on further
actions to be taken against such Originator. Notwithstanding the
foregoing, to
the extent that the Trustee and the related Originator are the same
entity, the
Trust Administrator shall enforce the obligations of the related
Originator
under the related Master Agreement pursuant to the terms of this
paragraph.
To the extent consistent with the foregoing, the Servicer shall
also
seek to maximize the timely and complete recovery of principal and
interest on
the Mortgage Notes. Subject only to the above-described servicing
standards and
the terms of this Agreement and of the respective Mortgage Loans,
the Servicer
shall have full power and authority, acting alone or through
Sub-Servicers as
provided in Section 3.02, to do or cause to be done any and all
things in
connection with such servicing and administration which it may deem
necessary or
desirable. Without limiting the generality of the foregoing, the
Servicer in its
own name or in the name of a Sub-Servicer is hereby authorized and
empowered by
the Trustee when the Servicer believes it appropriate in its best
judgment in
accordance with the servicing standards set forth above, to execute
and deliver,
on behalf of the Certificateholders and the Trustee, and upon
notice to the
Trustee, any and all instruments of satisfaction or cancellation,
or of partial
or full release or discharge, and all other comparable instruments,
with respect
to the Mortgage Loans and the Mortgaged Properties and to institute
foreclosure
proceedings or obtain a deed-in-lieu of foreclosure so as to
convert the
ownership of such properties, and to hold or cause to be held title
to such
properties, on behalf of the Trustee and Certificateholders. The
Servicer shall
service and administer the Mortgage Loans in accordance with
applicable state
and federal law and shall provide to the Mortgagors any reports
required to be
provided to them thereby. The Servicer shall also comply in the
performance of
this Agreement with all reasonable rules and requirements of any
standard hazard
insurance policy. Subject to Section 3.17, the Trustee shall
execute, at the
written request of the Servicer, and furnish to the Servicer and
any
Sub-Servicer such documents as are necessary or appropriate to
enable the
Servicer or any Sub-Servicer to carry out their servicing and
administrative
duties hereunder, and the Trustee hereby grants to the Servicer a
power of
attorney to carry out such duties. The Trustee shall not be liable
for the
actions of the Servicer or any Sub-Servicers under such powers of
attorney.
In accordance with the standards of the preceding paragraph,
the
Servicer shall advance or cause to be advanced funds as necessary
for the
purpose of effecting the timely payment of taxes and assessments on
the
Mortgaged Properties, which advances shall be Servicing Advances
reimbursable in
the first instance from related collections from the Mortgagors
pursuant to
Section 3.09, and further as provided in Section 3.11. Any cost
incurred by the
Servicer or by Sub-Servicers in effecting the timely payment of
taxes and
assessments on a Mortgaged Property shall not, for the purpose of
calculating
distributions to Certificateholders, be added to the unpaid
principal balance of
the related Mortgage Loan, notwithstanding that the terms of such
Mortgage Loan
so permit.
The Servicer further is authorized and empowered by the Trustee,
on
behalf of the Certificateholders and the Trustee, in its own name
or in the name
of the Sub-Servicer, when the Servicer or the Sub-Servicer, as the
case may be,
believes it is appropriate in its best judgment to register any
Mortgage Loan on
the MERS System, or cause the removal from the registration of any
Mortgage Loan
on the MERS System, to execute and deliver, on behalf of the
Trustee and the
Certificateholders or any of them, any and all instruments of
assignment and
other comparable instruments with respect to such assignment or
re-recording of
a Mortgage in the name of MERS, solely as nominee for the Trustee
and its
successors and assigns. Any reasonable expenses (i) incurred as a
result of MERS
discontinuing or becoming unable to continue operations in
connection with the
MERS System or (ii) if the affected Mortgage Loan is in default or,
in the
judgment of the Servicer, such default is reasonably foreseeable,
incurred in
connection with the actions described in the preceding sentence,
shall be
subject to withdrawal by the Servicer from the Collection
Account.
Notwithstanding anything in this Agreement to the contrary, the
Servicer may not make any future advances with respect to a
Mortgage Loan
(except as provided in Section 4.03) and the Servicer shall not (i)
permit any
modification with respect to any Mortgage Loan (except with respect
to a
Mortgage Loan that is in default or, in the judgment of the
Servicer, such
default is reasonably foreseeable) that would change the Mortgage
Rate, reduce
or increase the principal balance (except for reductions resulting
from actual
payments of principal) or change the final maturity date on such
Mortgage Loan
or (ii) permit any modification, waiver or amendment of any term of
any Mortgage
Loan that would both (A) effect an exchange or reissuance of such
Mortgage Loan
under Section 1001 of the Code (or final, temporary or proposed
Treasury
regulations promulgated thereunder) and (B) cause any Trust REMIC
to fail to
qualify as a REMIC under the Code or the imposition of any tax on
"prohibited
transactions" or "contributions after the startup date" under the
REMIC
Provisions.
The Servicer may delegate its responsibilities under this
Agreement;
provided, however, that no such delegation shall release the
Servicer from the
responsibilities or liabilities arising under this Agreement.
SECTION 3.02 Sub-Servicing Agreements Between the Servicer and
Sub-Servicers.
(a) The Servicer may enter into Sub-Servicing Agreements (provided
that
such agreements would not result in a withdrawal or a downgrading
by the Rating
Agencies of the rating on any Class of Certificates) with
Sub-Servicers, for the
servicing and administration of the Mortgage Loans; provided,
however, such
sub-servicing arrangement and the terms of the related
Sub-Subservicing
Agreement must provide for the servicing of Mortgage Loans in a
manner
consistent with the servicing arrangement contemplated
hereunder.
(b) Each Sub-Servicer shall be (i) authorized to transact business
in
the state or states in which the related Mortgaged Properties it is
to service
are situated, if and to the extent required by applicable law to
enable the
Sub-Servicer to perform its obligations hereunder and under the
Sub-Servicing
Agreement and (ii) a Freddie Mac or Fannie Mae approved mortgage
servicer. Each
Sub-Servicing Agreement must impose on the Sub-Servicer
requirements conforming
to the provisions set forth in Section 3.08 and provide for
servicing of the
Mortgage Loans consistent with the terms of this Agreement. The
Servicer will
examine each Sub-Servicing Agreement and will be familiar with the
terms
thereof. The terms of any Sub-Servicing Agreement will not be
inconsistent with
any of the provisions of this Agreement. The Servicer and the
Sub-Servicers may
enter into and make amendments to the Sub-Servicing Agreements or
enter into
different forms of Sub-Servicing Agreements; provided, however,
that any such
amendments or different forms shall be consistent with and not
violate the
provisions of this Agreement, and that no such amendment or
different form shall
be made or entered into which could be reasonably expected to be
materially
adverse to the interests of the Certificateholders, without the
consent of the
Holders of Certificates entitled to at least [__]% of the Voting
Rights. Any
variation without the consent of the Holders of Certificates
entitled to at
least [__]% of the Voting Rights from the provisions set forth in
Section 3.08
relating to insurance or priority requirements of Sub-Servicing
Accounts, or
credits and charges to the Sub- Servicing Accounts or the timing
and amount of
remittances by the Sub-Servicers to the Servicer, are conclusively
deemed to be
inconsistent with this Agreement and therefore prohibited. The
Servicer shall
deliver to the Trustee and the Trust Administrator copies of all
Sub-Servicing
Agreements, and any amendments or modifications thereof, promptly
upon the
Servicer's execution and delivery of such instruments.
(c) As part of its servicing activities hereunder, the Servicer
(except
as otherwise provided in the last sentence of this paragraph), for
the benefit
of the Trustee and the Certificateholders, shall enforce the
obligations of each
Sub-Servicer under the related Sub-Servicing Agreement, including,
without
limitation, any obligation to make advances in respect of
delinquent payments as
required by a Sub-Servicing Agreement. Such enforcement, including,
without
limitation, the legal prosecution of claims, termination of
Sub-Servicing
Agreements, and the pursuit of other appropriate remedies, shall be
in such form
and carried out to such an extent and at such time as the Servicer,
in its good
faith business judgment, would require were it the owner of the
related Mortgage
Loans. The Servicer shall pay the costs of such enforcement at its
own expense,
and shall be reimbursed therefor only (i) from a general recovery
resulting from
such enforcement, to the extent, if any, that such recovery exceeds
all amounts
due in respect of the related Mortgage Loans, or (ii) from a
specific recovery
of costs, expenses or attorneys' fees against the party against
whom such
enforcement is directed.
SECTION 3.03 Successor Sub-Servicers.
The Servicer shall be entitled to terminate any Sub-Servicing
Agreement
and the rights and obligations of any Sub-Servicer pursuant to any
Sub-Servicing
Agreement in accordance with the terms and conditions of such
Sub-Servicing
Agreement. In the event of termination of any Sub-Servicer, all
servicing
obligations of such Sub-Servicer shall be assumed simultaneously by
the Servicer
without any act or deed on the part of such Sub-Servicer or the
Servicer, and
the Servicer either shall service directly the related Mortgage
Loans or shall
enter into a Sub-Servicing Agreement with a successor Sub-Servicer
which
qualifies under Section 3.02.
Any
Sub-Servicing Agreement shall include the provision that such
agreement may be immediately terminated by the Trustee or the
Trust
Administrator without fee, in accordance with the terms of this
Agreement, in
the event that the Servicer shall, for any reason, no longer be the
Servicer
(including termination due to a Servicer Event of Default).
SECTION 3.04 Liability of the Servicer.
Notwithstanding any Sub-Servicing Agreement, any of the provisions
of
this Agreement relating to agreements or arrangements between the
Servicer and a
Sub-Servicer or reference to actions taken through a Sub-Servicer
or otherwise,
the Servicer shall remain obligated and primarily liable to the
Trustee and the
Certificateholders for the servicing and administering of the
Mortgage Loans in
accordance with the provisions of Section 3.01 without diminution
of such
obligation or liability by virtue of such Sub-Servicing Agreements
or
arrangements or by virtue of indemnification from the Sub-Servicer
and to the
same extent and under the same terms and conditions as if the
Servicer alone
were servicing and administering the Mortgage Loans. The Servicer
shall be
entitled to enter into any agreement with a Sub- Servicer for
indemnification of
the Servicer by such Sub-Servicer and nothing contained in this
Agreement shall
be deemed to limit or modify such indemnification.
SECTION 3.05 No Contractual Relationship Between Sub-Servicers
and
Trustee, Trust Administrator or Certificateholders.
Any Sub-Servicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a
Sub-Servicer
in its capacity as such shall be deemed to be between the
Sub-Servicer and the
Servicer alone, and the Trustee, the Trust Administrator and
the
Certificateholders shall not be deemed parties thereto and shall
have no claims,
rights, obligations, duties or liabilities with respect to the
Sub-Servicer
except as set forth in Section 3.06. The Servicer shall be solely
liable for all
fees owed by it to any Sub-Servicer, irrespective of whether the
Servicer's
compensation pursuant to this Agreement is sufficient to pay such
fees.
SECTION 3.06 Assumption or Termination of Sub-Servicing Agreements
by
Trust Administrator.
In the event the Servicer shall for any reason no longer be the
servicer (including by reason of the occurrence of a Servicer Event
of Default),
the Trust Administrator or its designee shall thereupon assume all
of the rights
and obligations of the Servicer under each Sub-Servicing Agreement
that the
Servicer may have entered into, unless the Trust Administrator
elects to
terminate any Sub-Servicing Agreement in accordance with its terms
as provided
in Section 3.03. Upon such assumption, the Trust Administrator, its
designee or
the successor servicer for the Trust Administrator appointed
pursuant to Section
7.02 shall be deemed, subject to Section 3.03, to have assumed all
of the
Servicer's interest therein and to have replaced the Servicer as a
party to each
Sub-Servicing Agreement to the same extent as if each Sub-Servicing
Agreement
had been assigned to the assuming party, except that (i) the
Servicer shall not
thereby be relieved of any liability or obligations under any
Sub-Servicing
Agreement and (ii) none of the Trust Administrator, its designee or
any
successor Servicer shall be deemed to have assumed any liability or
obligation
of the Servicer that arose before it ceased to be the Servicer.
The Servicer at its expense shall, upon request of the Trust
Administrator, deliver to the assuming party all documents and
records relating
to each Sub-Servicing Agreement and the Mortgage Loans then being
serviced and
an accounting of amounts collected and held by or on behalf of it,
and otherwise
use its best efforts to effect the orderly and efficient transfer
of the Sub-
Servicing Agreements to the assuming party.
SECTION 3.07 Collection of Certain Mortgage Loan Payments.
The Servicer shall make reasonable efforts to collect all
payments
called for under the terms and provisions of the Mortgage Loans,
and shall, to
the extent such procedures shall be consistent with this Agreement
and the terms
and provisions of any applicable insurance policies, follow such
collection
procedures as it would follow with respect to mortgage loans
comparable to the
Mortgage Loans and held for its own account. Consistent with the
foregoing and
the servicing standards set forth in Section 3.01, the Servicer may
in its
discretion (i) waive any late payment charge or, if applicable,
penalty interest
or (ii) extend the due dates for Monthly Payments due on a Mortgage
Note for a
period of not greater than 180 days; provided that any extension
pursuant to
clause (ii) above shall not affect the amortization schedule of any
Mortgage
Loan for purposes of any computation hereunder, except as provided
below. In the
event of any such arrangement pursuant to clause (ii) above, the
Servicer shall
make timely advances on such Mortgage Loan during such extension
pursuant to
Section 4.03 and in accordance with the amortization schedule of
such Mortgage
Loan without modification thereof by reason of such
arrangements.
Notwithstanding the foregoing, in the event that any Mortgage Loan
is in default
or, in the judgment of the Servicer, such default is reasonably
foreseeable, the
Servicer, consistent with the standards set forth in Section 3.01,
may waive,
modify or vary any term of such Mortgage Loan (including
modifications that
change the Mortgage Rate, forgive the payment of principal or
interest or extend
the final maturity date of such Mortgage Loan), accept payment from
the related
Mortgagor of an amount less than the Stated Principal Balance in
final
satisfaction of such Mortgage Loan (such payment, a "Short
Pay-off") or consent
to the postponement of strict compliance with any such term or
otherwise grant
indulgence to any Mortgagor, if in the Servicer's determination
such waiver,
modification, postponement or indulgence is not materially adverse
to the
interests of the Certificateholders (taking into account any
estimated Realized
Loss that might result absent such action).
SECTION 3.08 Sub-Servicing Accounts.
In those cases where a Sub-Servicer is servicing a Mortgage
Loan
pursuant to a Sub-Servicing Agreement, the Sub-Servicer will be
required to
establish and maintain one or more accounts (collectively, the
"Sub-Servicing
Account"). The Sub-Servicing Account shall be an Eligible Account
and shall
comply with all requirements of this Agreement relating to the
Collection
Account. The Sub-Servicer shall deposit in the Sub-Servicing
Account, in no
event more than two Business Days after the Sub-Servicer's receipt
thereof, all
proceeds of Mortgage Loans received by the Sub-Servicer less its
servicing
compensation to the extent permitted by the Sub-Servicing
Agreement. The
Sub-Servicer shall thereafter remit such proceeds to the Servicer
for deposit in
the Collection Account not later than two Business Days after the
deposit of
such amounts in the Sub-Servicing Account. For purposes of this
Agreement, the
Servicer shall be deemed to have received payments on the Mortgage
Loans when
the Sub-Servicer receives such payments.
SECTION 3.09 Collection of Taxes, Assessments and Similar
Items;
Servicing Accounts.
The Servicer shall establish and maintain (or cause a Sub-Servicer
to
establish and maintain) one or more accounts (the "Servicing
Accounts"), into
which all collections from the Mortgagors (or related advances
from
Sub-Servicers) for the payment of ground rents, taxes, assessments,
fire and
hazard insurance premiums, Primary Mortgage Insurance Premiums,
water charges,
sewer rents and comparable items for the account of the Mortgagors
("Escrow
Payments") shall be deposited and retained. Servicing Accounts
shall be Eligible
Accounts. The Servicer shall deposit in the clearing account (which
account must
be an Eligible Account) in which it customarily deposits payments
and
collections on mortgage loans in connection with its mortgage loan
servicing
activities on a daily basis, and in no event more than two Business
Days after
the Servicer's receipt thereof, all Escrow Payments collected on
account of the
Mortgage Loans and shall thereafter deposit such Escrow Payments in
the
Servicing Accounts, in no event more than one Business Day after
the deposit of
such funds in the clearing account, for the purpose of effecting
the payment of
any such items as required under the terms of this Agreement. Each
Sub-Servicer
shall deposit in the escrow account established under the
Sub-Servicing
Agreement, in no event more than two Business Days after the
Sub-Servicer's
receipt thereof, all Escrow Payments collected on account of the
Mortgage Loans,
for the purpose of effecting the payment of any such items as
required under the
terms of this Agreement. Withdrawals of amounts from a Servicing
Account may be
made only to (i) effect payment of Escrow Payments; (ii) reimburse
the Servicer
(or a Sub-Servicer to the extent provided in the related
Sub-Servicing
Agreement) out of related collections for any advances made
pursuant to Section
3.01 (with respect to taxes and assessments) and Section 3.14 (with
respect to
hazard insurance); (iii) refund to Mortgagors any sums as may be
determined to
be overages; (iv) pay interest, if required and as described below,
to
Mortgagors on balances in the Servicing Account; (v) clear and
terminate the
Servicing Account at the termination of the Servicer's obligations
and
responsibilities in respect of the Mortgage Loans under this
Agreement in
accordance with Article IX; or (vi) recover amounts deposited in
error. As part
of its servicing duties, the Servicer or Sub-Servicers shall pay to
the
Mortgagors interest on funds in Servicing Accounts, to the extent
required by
law and, to the extent that interest earned on funds in the
Servicing Accounts
is insufficient, to pay such interest from its or their own funds,
without any
reimbursement therefor. To the extent that a Mortgage does not
provide for
Escrow Payments, the Servicer shall determine whether any such
payments are made
by the Mortgagor in a manner and at a time that avoids the loss of
the Mortgaged
Property due to a tax sale or the foreclosure of a tax lien. The
Servicer
assumes full responsibility for the payment of all such bills and
shall effect
payments of all such bills irrespective of the Mortgagor's faithful
performance
in the payment of same or the making of the Escrow Payments and
shall make
advances from its own funds to effect such payments.
SECTION 3.10 Collection Account and Distribution Account.
(a) On behalf of the Trust Fund, the Servicer shall establish
and
maintain one or more separate, segregated trust accounts (such
account or
accounts, the "Collection Account"), held in trust for the benefit
of the Trust
Administrator, the Trustee and the Certificateholders. On behalf of
the Trust
Fund, the Servicer shall deposit or cause to be deposited in the
clearing
account (which account must be an Eligible Account) in which it
customarily
deposits payments and collections on mortgage loans in connection
with its
mortgage loan servicing activities on a daily basis, and in no
event more than
two Business Days after the Servicer's receipt thereof, and shall
thereafter
deposit in the Collection Account, in no event more than one
Business Day after
the deposit of such funds into the clearing account, as and when
received or as
otherwise required hereunder, the following payments and
collections received or
made by it from and after the Cut-off Date (other than in respect
of principal
or interest on the related Mortgage Loans due on or before the
Cut-off Date), or
payments (other than Principal Prepayments) received by it on or
prior to the
Cut-off Date but allocable to a Due Period subsequent thereto:
(i) all
payments on account of principal, including Principal
Prepayments
(but not Prepayment Charges), on the Mortgage Loans;
(ii)
all payments on account of interest (net of the related Servicing
Fee
and any Prepayment Interest Excess) on each Mortgage Loan;
(iii) all
Insurance Proceeds, Trailing Recoveries and Liquidation
Proceeds
(other than proceeds collected in respect of any particular REO
Property and amounts paid by the Servicer in connection with a
purchase
of Mortgage Loans and REO Properties pursuant to Section 9.01);
(iv)
any amounts required to be deposited pursuant to Section 3.12
in
connection with any losses realized on Permitted Investments
with
respect to funds held in the Collection Account;
(v) any
amounts required to be deposited by the Servicer pursuant to
the
second paragraph of Section 3.14(a) in respect of any blanket
policy
deductibles;
(vi)
all proceeds of any Mortgage Loan repurchased or purchased in
accordance with Section 2.03 or Section 9.01;
(vii) all
amounts required to be deposited in connection with shortfalls
in
principal amount of Qualified Substitute Mortgage Loans pursuant
to
Section 2.03; and
(viii) all
Prepayment Charges collected by the Servicer and any Servicer
Prepayment Charge Payment Amounts in connection with the
Principal
Prepayment of any of the Mortgage Loans.
For purposes of the immediately preceding sentence, the Cut-off
Date
with respect to any Qualified Substitute Mortgage Loan shall be
deemed to be the
date of substitution.
The foregoing requirements for deposit in the Collection Accounts
shall
be exclusive, it being understood and agreed that, without limiting
the
generality of the foregoing, payments in the nature of late payment
charges or
assumption fees (other than Prepayment Charges) need not be
deposited by the
Servicer in the Collection Account. In the event the Servicer shall
deposit in
the Collection Account any amount not required to be deposited
therein, it may
at any time withdraw such amount from the Collection Account, any
provision
herein to the contrary notwithstanding.
(b) On behalf of the Trust Fund, the Trust Administrator, as agent
for
the Trustee, shall establish and maintain one or more separate,
segregated trust
accounts (such account or accounts, the "Distribution Account"),
held in trust
for the benefit of the Certificateholders. On behalf of the Trust
Fund, the
Servicer shall deliver to the Trust Administrator in immediately
available funds
for deposit in the Distribution Account on or before 4:00 p.m. New
York time (i)
on the Servicer Remittance Date, that portion of the Available
Distribution
Amount (calculated without regard to the subtraction therefrom of
the Credit
Risk Manager Fee) for the related Distribution Date then on deposit
in the
Collection Account, the amount of all Prepayment Charges collected
during the
applicable Prepayment Period by the Servicer and Servicer
Prepayment Charge
Payment Amounts in connection with the Principal Prepayment of any
of the
Mortgage Loans then on deposit in the Collection Account and (ii)
on each
Business Day as of the commencement of which the balance on deposit
in the
Collection Account exceeds $[_______] following any withdrawals
pursuant to the
next succeeding sentence, the amount of such excess, but only if
the Collection
Account constitutes an Eligible Account solely pursuant to clause
(ii) of the
definition of "Eligible Account." If the balance on deposit in the
Collection
Account exceeds $[_______] as of the commencement of business on
any Business
Day and the Collection Account constitutes an Eligible Account
solely pursuant
to clause (ii) of the definition of "Eligible Account," the
Servicer shall, on
or before 4:00 p.m. New York time on such Business Day, withdraw
from the
Collection Account any and all amounts payable or reimbursable to
the Depositor,
the Servicer, the Trustee, the Trust Administrator, the Seller or
any
Sub-Servicer pursuant to Section 3.11 and shall pay such amounts to
the Persons
entitled thereto.
(c) Funds in the Collection Account and the Distribution Account
may be
invested in Permitted Investments in accordance with the provisions
set forth in
Section 3.12. The Servicer shall give notice to the Trustee, the
Trust
Administrator and the Depositor of the location of the Collection
Account
maintained by it when established and prior to any change thereof.
The Trust
Administrator shall give notice to the Servicer, the Trustee and
the Depositor
of the location of the Distribution Account when established and
prior to any
change thereof.
(d) Funds held in the Collection Account at any time may be
delivered
by the Servicer to the Trust Administrator for deposit in an
account (which may
be the Distribution Account and must satisfy the standards for the
Distribution
Account as set forth in the definition thereof) and for all
purposes of this
Agreement shall be deemed to be a part of the Collection Account;
provided,
however, that the Trust Administrator shall have the sole authority
to withdraw
any funds held pursuant to this subsection (d). In the event the
Servicer shall
deliver to the Trust Administrator for deposit in the Distribution
Account any
amount not required to be deposited therein, it may at any time
request that the
Trust Administrator withdraw such amount from the Distribution
Account and remit
to it any such amount, any provision herein to the contrary
notwithstanding. In
addition, the Servicer shall deliver to the Trust Administrator
from time to
time for deposit, and upon written notification from the Servicer,
the Trust
Administrator shall so deposit, in the Distribution Account:
(i) any
P&I Advances, as required pursuant to Section 4.03;
(ii)
any amounts required to be deposited pursuant to Section 3.23(d) or
(f)
in connection with any REO Property;
(iii) any
amounts to be paid by the Servicer in connection with a purchase
of
Mortgage Loans and REO Properties pursuant to Section 9.01;
(iv)
any amounts required to be deposited pursuant to Section 3.24
in
connection with any Prepayment Interest Shortfalls; and
(v) any Stayed
Funds, as soon as permitted by the federal bankruptcy court
having jurisdiction in such matters.
(e) Promptly upon receipt of any Stayed Funds, whether from the
Servicer, a trustee in bankruptcy, or federal bankruptcy court or
other source,
the Trust Administrator shall deposit such funds in the
Distribution Account,
subject to withdrawal thereof as permitted hereunder.
(f) The Servicer shall deposit in the Collection Account any
amounts
required to be deposited pursuant to Section 3.12(b) in connection
with losses
realized on Permitted Investments with respect to funds held in the
Collection
Account.
SECTION 3.11 Withdrawals from the Collection Account and
Distribution
Account.
(a) The Servicer shall, from time to time, make withdrawals from
the
Collection Account for any of the following purposes or as
described in Section
4.03:
(i) to remit
to the Trust Administrator for deposit in the Distribution
Account the amounts required to be so remitted pursuant to
Section
3.10(b) or permitted to be so remitted pursuant to the first
sentence
of Section 3.10(d);
(ii)
subject to Section 3.16(d), to reimburse the Servicer for P&I
Advances,
but only to the extent of amounts received which represent Late
Collections (net of the related Servicing Fees) of Monthly Payments
on
Mortgage Loans with respect to which such P&I Advances were
made in
accordance with the provisions of Section 4.03;
(iii)
subject to Section 3.16(d), to pay the Servicer or any Sub-Servicer
(A)
any unpaid Servicing Fees, (B) any unreimbursed Servicing Advances
with
respect to each Mortgage Loan, but only to the extent of any
Liquidation Proceeds, Insurance Proceeds or other amounts as may
be
collected by the Servicer from a Mortgagor, or otherwise received
with
respect to such Mortgage Loan and (C) without limiting any right
of
withdrawal set forth in clause (vi) below, any Servicing Advances
made
with respect to a Mortgage Loan that, following the final
liquidation
of a Mortgage Loan are Nonrecoverable Advances, but only to the
extent
that Late Collections, Liquidation Proceeds and Insurance
Proceeds
received with respect to such Mortgage Loan are insufficient to
reimburse the Servicer or any Sub-Servicer for such Servicing
Advances;
(iv)
to pay to the Servicer as servicing compensation (in addition to
the
Servicing Fee) on the Servicer Remittance Date any interest or
investment income earned on funds deposited in the Collection
Account;
(v) to pay to
the Servicer, the Depositor or the Seller, as the case may
be, with respect to each Mortgage Loan that has previously been
purchased or replaced pursuant to Section 2.03 all amounts
received
thereon subsequent to the date of purchase or substitution, as the
case
may be;
(vi)
to reimburse the Servicer for any P&I Advance or Servicing
Advance
previously made which the Servicer has determined to be a
Nonrecoverable Advance in accordance with the provisions of
Section
4.03;
(vii) to
reimburse the Servicer or the Depositor for expenses incurred by
or
reimbursable to the Servicer or the Depositor, as the case may
be,
pursuant to Section 6.03;
(viii) to
reimburse the Servicer, the Trust Administrator or the Trustee,
as
the case may be, for expenses reasonably incurred in respect of
the
breach or defect giving rise to the purchase obligation under
Section
2.03 or Section 2.04 of this Agreement that were included in
the
Purchase Price of the Mortgage Loan, including any expenses arising
out
of the enforcement of the purchase obligation;
(ix)
to pay, or to reimburse the Servicer for advances in respect of
expenses incurred in connection with any Mortgage Loan pursuant
to
Section 3.16(b); and
(x) to clear
and terminate the Collection Account pursuant to Section 9.01.
The Servicer shall keep and maintain separate accounting, on a
Mortgage
Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from
the Collection Account, to the extent held by or on behalf of it,
pursuant to
subclauses (ii), (iii), (iv), (v), (vi), (viii) and (ix) above. The
Servicer
shall provide written notification to the Trustee and the Trust
Administrator,
on or prior to the next succeeding Servicer Remittance Date, upon
making any
withdrawals from the Collection Account pursuant to subclause (vii)
above.
Reconciliations will be prepared by the Servicer for the Collection
Account
within 30 calendar days after the bank statement cut-off date. All
items
requiring reconciliation will be resolved within 90 calendar days
of their
original identification.
(b) The Trust Administrator shall, from time to time, make
withdrawals
from the Distribution Account, for any of the following purposes,
without
priority:
(i) to make
distributions to the Cap Account in accordance with Section
4.08;
(ii)
to make distributions to Certificateholders in accordance with
Section
4.01;
(iii) to
pay to itself any interest income earned on funds deposited in
the
Distribution Account pursuant to Section 3.12(c);
(iv)
to reimburse the Trust Administrator or the Trustee pursuant to
Section
7.02;
(v) to pay any
amounts in respect of taxes pursuant to 10.01(g)(iii);
(vi)
to pay any Extraordinary Trust Fund Expenses;
(vii) to
reimburse the Trust Administrator or the Trustee for any P&I
Advance
made by it under Section 7.01 (if not reimbursed by the Servicer)
to
the same extent the Servicer would be entitled to reimbursement
under
Section 3.11(a);
(viii) to pay
the Credit Risk Manager the Credit Risk Manager Fee; and
(ix)
to clear and terminate the Distribution Account pursuant to
Section
9.01.
SECTION 3.12 Investment of Funds in the Collection Account and
the
Distribution Account.
(a) The Servicer may direct any depository institution maintaining
the
Collection Account (for purposes of this Section 3.12, an
"Investment Account"),
and the Trust Administrator may at the direction of the Depositor
direct any
depository institution maintaining the Distribution Account (for
purposes of
this Section 3.12, also an "Investment Account"), to hold the funds
in such
Investment Account uninvested or to invest the funds in such
Investment Account
in one or more Permitted Investments specified in such instruction
bearing
interest or sold at a discount, and maturing, unless payable on
demand, (i) no
later than the Business Day immediately preceding the date on which
such funds
are required to be withdrawn from such account pursuant to this
Agreement, if a
Person other than the Trust Administrator is the obligor thereon,
and (ii) no
later than the date on which such funds are required to be
withdrawn from such
account pursuant to this Agreement, if the Trust Administrator is
the obligor
thereon. All such Permitted Investments shall be held to maturity,
unless
payable on demand. Any investment of funds in an Investment Account
shall be
made in the name of the Trust Administrator (in its capacity as
such) or in the
name of a nominee of the Trust Administrator. The Trust
Administrator shall be
entitled to sole possession (except with respect to investment
direction of
funds held in the Collection Account and the Distribution Account
and any income
and gain realized thereon) over each such investment, and any
certificate or
other instrument evidencing any such investment shall be delivered
directly to
the Trust Administrator or its agent, together with any document of
transfer
necessary to transfer title to such investment to the Trust
Administrator or its
nominee. In the event amounts on deposit in an Investment Account
are at any
time invested in a Permitted Investment payable on demand, the
Trust
Administrator shall:
(x) consistent with any notice required to be given
thereunder, demand that payment thereon be made on the last day
such
Permitted Investment may otherwise mature hereunder in an amount
equal
to the lesser of (1) all amounts then payable thereunder and (2)
the
amount required to be withdrawn on such date; and
(y) demand payment of all amounts due thereunder promptly upon
determination by a Responsible Officer of the Trust Administrator
that
such Permitted Investment would not constitute a Permitted
Investment
in respect of funds thereafter on deposit in the Investment
Account.
(b) All income and gain realized from the investment of funds
deposited
in the Collection Account held by or on behalf of the Servicer,
shall be for the
benefit of the Servicer and shall be subject to its withdrawal in
accordance
with Section 3.11. The Servicer shall deposit in the Collection
Account the
amount of any loss of principal incurred in respect of any such
Permitted
Investment made with funds in such accounts immediately upon
realization of such
loss.
(c) All income and gain realized from the investment of funds
deposited
in the Distribution Account held by or on behalf of the Trust
Administrator,
shall be for the benefit of the Trust Administrator and shall be
subject to its
withdrawal at any time. The Trust Administrator shall deposit in
the
Distribution Account the amount of any loss of principal incurred
in respect of
any such Permitted Investment made with funds in such accounts
immediately upon
realization of such loss.
(d) Except as otherwise expressly provided in this Agreement, if
any
default occurs in the making of a payment due under any Permitted
Investment, or
if a default occurs in any other performance required under any
Permitted
Investment, the Trust Administrator may and, subject to Section
8.01 and Section
8.02(a)(v), upon the request of the Holders of Certificates
representing more
than [__]% of the Voting Rights allocated to any Class of
Certificates, shall
take such action as may be appropriate to enforce such payment or
performance,
including the institution and prosecution of appropriate
proceedings.
SECTION 3.13 [Reserved].
SECTION 3.14 Maintenance of Hazard Insurance and Errors and
Omissions
and Fidelity Coverage.
(a) The Servicer shall cause to be maintained for each Mortgage
Loan
fire insurance with extended coverage on the related Mortgaged
Property in an
amount which is at least equal to the least of (i) the current
principal balance
of such Mortgage Loan, (ii) the amount necessary to fully
compensate for any
damage or loss to the improvements that are a part of such property
on a
replacement cost basis and (iii) the maximum insurable value of the
improvements
which are a part of such Mortgaged Property, in each case in an
amount not less
than such amount as is necessary to avoid the application of any
coinsurance
clause contained in the related hazard insurance policy. The
Servicer shall also
cause to be maintained fire insurance with extended coverage on
each REO
Property in an amount which is at least equal to the lesser of (i)
the maximum
insurable value of the improvements which are a part of such
property and (ii)
the outstanding principal balance of the related Mortgage Loan at
the time it
became an REO Property, plus accrued interest at the Mortgage Rate
and related
Servicing Advances. The Servicer will comply in the performance of
this
Agreement with all reasonable rules and requirements of each
insurer under any
such hazard policies. Any amounts to be collected by the Servicer
under any such
policies (other than amounts to be applied to the restoration or
repair of the
property subject to the related Mortgage or amounts to be released
to the
Mortgagor in accordance with the procedures that the Servicer would
follow in
servicing loans held for its own account, subject to the terms and
conditions of
the related Mortgage and Mortgage Note) shall be deposited in the
Collection
Account, subject to withdrawal pursuant to Section 3.11, if
received in respect
of a Mortgage Loan, or in the REO Account, subject to withdrawal
pursuant to
Section 3.23, if received in respect of an REO Property. Any cost
incurred by
the Servicer in maintaining any such insurance shall not, for the
purpose of
calculating distributions to Certificateholders, be added to the
unpaid
principal balance of the related Mortgage Loan, notwithstanding
that the terms
of such Mortgage Loan so permit. It is understood and agreed that
no earthquake
or other additional insurance is to be required of any Mortgagor
other than
pursuant to such applicable laws and regulations as shall at any
time be in
force and as shall require such additional insurance. If the
Mortgaged Property
or REO Property is at any time in an area identified in the Federal
Register by
the Federal Emergency Management Agency as having special flood
hazards, the
Service
