Exhibit 4.2
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STANDARD TERMS FOR POOLING AND
SERVICING AGREEMENTS
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Dated as of September 1, 2006
Citicorp Residential Mortgage Securities, Inc.
REMIC Pass-Through Certificates, Series 2006-2
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<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS........................................................
Section
1.01
Definitions.............................................
Section
1.02 Fiscal
Year.............................................
ARTICLE II CONVEYANCE OF TRUST FUND; ORIGINAL ISSUANCE OF
CERTIFICATES..................................................
Section
2.01 Conveyance
of Trust Fund................................
Section
2.02 Acceptance
by Trustee...................................
Section
2.03
Representations and Warranties of CRMSI and
CMI.....................................................
Section
2.04
Substitution of Qualified Substitute
Mortgage Loans for Nonconforming Mortgage
Loans...................................................
Section
2.05
[Reserved]..............................................
Section
2.06
Authentication of Certificates..........................
Section
2.07 Permitted
Activities....................................
The Trust
is created for the object and purposes of
engaging in Permitted Activities........................
Section
2.08 Additional
Representations..............................
CRMSI
represents and warrants
that.....................................
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS...................
Section
3.01
Servicing...............................................
Section
3.02 Collection
of Mortgage Payments.........................
Section
3.03
Subservicing Agreements.................................
Section
3.04 No
Contractual Relationship.............................
Section
3.05 Assumption
or Termination of Subservicing
Agreement...............................................
Section
3.06 Collection
Account; Remittances to
Certificate Account.....................................
Section
3.07 Periodic
Interest Advances; Servicing
Advances................................................
Section
3.08
Compensating Interest...................................
Section
3.09 Maintenance
of Insurance................................
Section
3.10 Due-on-Sale
Clauses; Assumption and
Substitution............................................
Section
3.11 Realization
Upon Defaulted Mortgage Loans;
Workouts................................................
Section
3.12 Trustee to
Cooperate; Release of Files..................
Section
3.13 Servicing
Compensation..................................
Section
3.14 Annual
Statement of Compliance..........................
Section
3.15 Assessments
of Compliance and Attestation
Reports.................................................
Section
3.16 Access to
Loan Documentation and Information............
Section
3.17 Errors and
Omissions Insurance..........................
Section
3.18
[Reserved]..............................................
Section
3.19 Prepayment
Charges......................................
Section
3.20 Escrow
Account..........................................
Section 3.21
Refinancings of
Mortgage Loans..........................
ARTICLE IV ACCOUNTS AND
DISTRIBUTIONS........................................
Section
4.01 Collection
of Money.....................................
Section
4.02 Certificate
Account.....................................
Section
4.03 Investment
of Accounts..................................
Section
4.04
[Reserved]..............................................
Section
4.05 Eligible
Investments....................................
Section
4.06 Accounting
and Directions...............................
Section
4.07 Reports by
Certificate Administrator to
Holders.................................................
Section 4.08
Other Reports by
Certificate Administrator
or Paying Agent.........................................
Section
4.09 Commission
Filings......................................
Section
4.10 Amounts Not
Distributed.................................
Section
4.11 Payment of
Trust Expenses...............................
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 Access to
List of Certificateholders' Names
and Addresses...........................................
Section
5.06 Definitive
Certificates.................................
Section
5.07 Notices to
Clearing Agency..............................
ARTICLE VI CRMSI AND THE
SERVICER............................................
Section 6.01
Liability...............................................
Section
6.02 Merger or
Consolidation, or Assumption of
Obligations.............................................
Section
6.03 Limitation
on Liability.................................
Section
6.04 Servicer
Not to Resign..................................
Section
6.05 Maintenance
of Office or Agency.........................
Section
6.06 Delegation
of Duties....................................
ARTICLE VII SERVICER DEFAULT;
RESIGNATION....................................
Section
7.01 Servicing
Events of Default.............................
ARTICLE VIII THE
TRUSTEE.....................................................
Section
8.01 Duties of
the Trustee...................................
Section
8.02 Certain
Matters Affecting the Trustee...................
Section
8.03 Trustee Not
Liable for Certificates or
Mortgage Loans..........................................
Section
8.04 Trustee May
Own Certificates............................
Section
8.05 Fees and
Expenses Paid by Servicer......................
Section
8.06 Eligibility
Requirements for Trustee....................
Section
8.07 Resignation
or Removal of Trustee.......................
Section
8.08 Successor
Trustee.......................................
Section
8.09 Merger or
Consolidation of Trustee......................
Section
8.10 Appointment
of Co-Trustee or Separate
Trustee.................................................
Section
8.11 Tax
Returns.............................................
Section
8.12 Appointment
of Authenticating Agent.....................
Section
8.13 Appointment
of Custodians...............................
ARTICLE IX
TERMINATION.......................................................
Section
9.01 Termination
upon Purchase by Servicer of
Mortgage Loans..........................................
ARTICLE X GENERAL
PROVISIONS.................................................
Section
10.01
Amendment...............................................
Section
10.02 Recordation of
Agreement................................
Section
10.03 Limitation on
Rights of Certificateholders..............
Section
10.04 Governing
Law...........................................
Section
10.05 Intention of
Parties....................................
Section
10.06
Notices.................................................
Section
10.07 Severability of
Provisions..............................
Section
10.08
Assignment..............................................
Section
10.09 Certificates
Nonassessable and Fully Paid...............
Section
10.10 No Usurious
Intent......................................
Section
10.11
Counterparts............................................
ARTICLE XI
DEPOSITORIES......................................................
Section
11.01
Depositories............................................
APPENDIX 1
..............................................................
<PAGE>
THESE
STANDARD TERMS FOR POOLING AND SERVICING AGREEMENTS, dated as
of
September 1, 2006 (the "Standard Terms Document"), declare the
basic terms and
conditions upon which one or more series of pass-through
certificates packaged
by Citicorp Residential Mortgage Securities, Inc. ("CRMSI") are to
be issued,
authenticated and delivered from time to time pursuant to, for each
such series,
a Pooling and Servicing Agreement (a "Pooling Agreement") between
CRMSI as
depositor, CitiMortgage, Inc. ("CMI") as servicer, and the
institution named
therein as trustee establishing such series.
This
Standard Terms Document as incorporated in a Pooling Agreement
shall
apply to the series of pass-through certificates established
thereby to the
extent provided therein. Hereinafter, references to the "Pooling
Agreement" and
the pass-through certificates executed and delivered thereunder and
to terms
such as "this Agreement", "herein", "hereof" and words of similar
import shall
refer only to a particular Pooling Agreement, including as and to
the extent
incorporated therein this Standard Terms Document, and the series
of
pass-through certificates established thereby.
ARTICLE I
DEFINITIONS
Section
1.01 Definitions.
Whenever
used in this Agreement, the following words and phrases, unless
otherwise specified in Article XII or unless the context otherwise
requires,
shall have the following meanings, and the definitions of such
terms are
applicable to the singular as well as the plural form of such terms
and to the
masculine as well as to the feminine and neuter genders of such
terms. Defined
terms used in this Standard Terms Document and not defined herein
have the
respective meanings ascribed thereto in Article XII.
Accountant: A Person engaged in the practice of accounting who
(except
when this Agreement provides that an Accountant must be
Independent) may be
employed by or with the Depositor or an Affiliate thereof.
Act: The
Securities Act of 1933, as amended.
Additional
Form 10-D Disclosure: As defined in Section 4.09(b).
Additional
Form 10-K Disclosure: As defined in Section 4.09(d).
Additional
Prepayment Interest Shortfall: Without duplication of any
Equity Builder Prepayment Shortfall or Simple Interest Prepayment
Shortfall, as
to any Mortgage Loan that was the subject of a Principal Prepayment
applied
during a Prepayment Collection Period (other than a Principal
Prepayment applied
as of the related Due Date), an amount equal to the difference
between (a) one
month of interest on such Principal Prepayment at the Pass-Through
Rate (giving
effect to the Civil Relief Act or Similar State Law, if applicable)
that would
be due on the next Due Date for such Mortgage Loan and (b) the
amount of
interest (adjusted to the Pass-Through Rate) actually received from
the
Mortgagor in connection with such Principal Prepayment.
Additional
Servicer: As defined in Section 3.03.
Additional
Servicing Compensation: All amounts of the type described as
such in Section 3.13.
Adjustment
Date: For an adjustable rate Mortgage Loan, each date on which
the Mortgage Note Rate is subject to adjustment, as provided in the
related
Mortgage Note.
Affiliate:
For 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.
Aggregate
Current Pool Balance: On any date of determination, the Pool
Balance as of the end of the most recently ended Collection
Period.
Aggregate
Initial Pool Balance: The Pool Balance as of the Cut-Off Date.
Amount
Held for Future Distribution: For any Collection Period, any
collections on any Mortgage Loans received during such Collection
Period (or the
related Prepayment Collection Period, as the case may be) the that
are not
required to be remitted to the Certificate Account on the related
Distribution
Date.
Applied Loss
Amount: For any Distribution Date, any excess of (x) the
Certificate Balance, after giving effect to distributions of
principal to the
Class A Certificates and Class M Certificates on such date (and
after giving
effect to any increase in Class M Subclass Principal Balances as a
result of Net
Subsequent Recoveries) but prior to allocation pursuant to Section
13.02, over
(y) the Aggregate Current Pool Balance as of the end of the related
Collection
Period.
Appraisal:
For any Mortgage Loan, the appraisal conducted in connection
with the origination of such Mortgage Loan, whether conducted upon
the purchase
of the related Mortgaged Property or in connection with a
refinancing.
Authenticating Agent: Any Authenticating Agent appointed pursuant
to
Section 8.12. The Authenticating Agent may be an Affiliate of the
Depositor.
Authorized
Officer: With respect to the Servicer or the Depositor, the
Chairman, the President, any Executive Vice President, Senior Vice
President,
Vice President, Controller, Assistant Controller, Secretary,
Assistant
Secretary, Treasurer or Assistant Treasurer, or any other natural
person
designated in an Officer's Certificate signed by any of the
foregoing officers
and furnished to the Trustee and, solely in the case of an
Officer's Certificate
given pursuant to Section 3.14, any Servicing Officer.
Bankruptcy
Code: The United States Bankruptcy Code of 1978, as amended.
Beneficial
Owner: With respect to a Certificate held by a Clearing Agency,
the Person who is the beneficial owner of such Certificate as
reflected on the
books of such Clearing Agency or on the books of a Person
maintaining an account
with such Clearing Agency (directly or as an Indirect Participant,
in accordance
with the rules of such Clearing Agency).
Bi-Weekly
Interest Advanceable Amount: For a Bi-Weekly Loan and a
Collection Period in which only two (rather than three) Scheduled
Payments in
respect of such loan were automatically deductible from the related
Mortgagor's
personal bank account, an amount equal to the excess (if any) of
(x) the amount
of interest that accrued on such Bi-Weekly Loan during such
Collection Period
over (y) the sum of (1) the aggregate of the interest portions of
those
Scheduled Payments that were automatically deductible during such
Collection
Period and (2) the Bi-Weekly Interest Holdover Applied Amount (if
any) for such
Bi-Weekly Loan and such Collection Period.
Bi-Weekly
Interest Holdover Amount: For a Bi-Weekly Loan and a Collection
Period in which three (rather than only two) Scheduled Payments in
respect of
such loan were automatically deductible from the related
Mortgagor's personal
bank account, the excess of (x) the amount of interest received
during such
Collection Period on such Bi-Weekly Loan (net of the Servicing Fee
in respect of
such Bi-Weekly Loan for such Collection Period) over (y) the
portion of such
amount that represents 30 days of accrued interest on such
Bi-Weekly Loan;
provided that, in the case of any Bi-Weekly Loan and the Collection
Period
during which the final Due Date for that loan occurs, there shall
in no event be
any Bi-Weekly Interest Holdover Amount for such loan and such
Collection Period.
For the avoidance of doubt, each Bi-Weekly Interest Holdover Amount
for a
Bi-Weekly Loan shall be retained in the Collection Account, but
each Bi-Weekly
Interest Holdover Applied Amount for such loan that is funded by a
portion of
such Bi-Weekly Interest Holdover Amount shall be remitted to the
Certificate
Account, in accordance with Section 3.06(e), on the Distribution
Date related to
the Collection Period for which such Bi-Weekly Interest Holdover
Applied Amount
constitutes part of the Monthly Deposit Amount.
Bi-Weekly
Interest Holdover Applied Amount: For a Bi-Weekly Loan and a
Collection Period in which only two (rather than three) Scheduled
Payments in
respect of such loan were automatically deductible from the related
Mortgagor's
personal bank account, the lesser of (1) the excess (if any) of (x)
the amount
of interest that accrued on such Bi-Weekly Loan during such
Collection Period
over (y) the aggregate of the interest portions of the Scheduled
Payments that
were automatically deductible during such Collection Period and (2)
the
remaining portion (if any) of the Bi-Weekly Interest Holdover
Amount for such
loan related to the most recent preceding Collection Period during
which three
(rather than only two) Scheduled Payments in respect of such loan
were
automatically deductible from the related Mortgagor's personal bank
account.
Bi-Weekly
Loan: An Equity Builder Loan with respect to which the related
Mortgagor has authorized the Originator to cause the Servicer
automatically to
deduct from such Mortgagor's personal bank account on a bi-weekly
basis certain
periodic payments (as specified in the related Equity Builder
Agreement).
Business
Day: Any day other than (x) a Saturday, a Sunday or a day on
which banking institutions in New York, New York or in the cities
where the
Trustee, any Paying Agent and the Servicer are located are
authorized or
obligated by law or executive order to be closed or (y) only with
respect to a
Distribution Date and if there are Book-Entry Certificates, a day
on which the
relevant Clearing Agency is closed.
Certificate: Any certificate or residual certificate identified as
such in
Article XII.
Certificate Account: The account or accounts created and
maintained
pursuant to Section 4.02, each such account to be held in trust for
the benefit
of Certificateholders, in the name of the Trustee. The term
Certificate Account
shall be deemed to include an Alternative Certificate Account (as
defined in
Section 11.01).
Certificate Balance: As of any date, the aggregate of the
Principal
Balances of all Certificates.
Certificate
Rate: For any Class or Subclass of Certificates, the rate per
annum at which interest accrues on Certificates of such Class or
such Subclass,
as specified in Article XII.
Certificate Register and Certificate Registrar: The register
maintained
pursuant to Section 5.02 and the Certificate Registrar identified
in Article
XII.
Certificateholder or Holder: The Person in whose name a Certificate
is
registered in the Certificate Register.
Certification: As defined in Section 4.09(d).
Civil
Relief Act: The Servicemembers Civil Relief Act.
Civil
Relief Shortfall: For any Collection Period and any Mortgage
Loan
for which there has been a reduction in the amount of interest
collectible for
such Collection Period as a result of the Civil Relief Act or
Similar State Law,
the reduction in the amount of interest collectible on such
Mortgage Loan during
such Collection Period as a result of such reduction.
Civil
Relief Shortfall Amount: For any Distribution Date and any
interest-bearing Class or Subclass of Certificates, the pro rata
share allocated
thereto, based on the amount of interest accrued thereon at the
applicable
Certificate Rate during the related Interest Accrual Period, of the
aggregate of
the Civil Relief Shortfalls for all Mortgage Loans for the related
Collection
Period.
Class:
With respect to the Certificates, any group of Certificates
designated as a Class in Article XII and with respect to Residual
Certificates,
all Residual Certificates having the same Class designation.
Class A
Certificateholder: A registered holder of a Class A
Certificate.
Class A
Certificate: A Certificate of any Class or Subclass designated
as
a Class A Certificate in Article XII.
Class A
Interest Amount: For any Distribution Date and for a particular
Group, the sum of the related Class A Subclass Interest Amounts for
such
Distribution Date.
Class A
Interest Shortfall Amount: For a Distribution Date, the sum of
all
Class A Subclass Interest Shortfall Amounts for such date.
Class A
Principal Balance: For any date, an amount equal to the sum of
the
Class A Subclass Principal Balances.
Class A
Subclass Interest Amount: As to any Distribution Date and each
Class A Subclass (other than a Class A Principal-Only Subclass),
(i) the amount
of interest accrued during the related Interest Accrual Period on
the Class A
Subclass Principal Balance (or in the case of any interest-only
Subclass, the
notional amount) of such Class A Subclass at the lesser of (x) the
applicable
Certificate Rate and (y) the Net WAC Rate for such Distribution
Date, minus (ii)
the sum of (x) any Unsupported Prepayment Interest Shortfall
allocated to such
Class A Subclass for such Distribution Date and (y) any Civil
Relief Shortfall
Amount allocated to such Class A Subclass for such Distribution
Date.
Class A
Subclass Interest Shortfall Amount: As to any Distribution Date
and each Class A Subclass in a particular Group (other than a Class
A
Principal-Only Subclass), any amount by which the Class A Subclass
Interest
Amount of such Class A Subclass for such Distribution Date exceeds
the amount
distributed in respect of such Class A Subclass on such
Distribution Date
pursuant to clause 1.a of Section 13.01(b).
Class A
Subclass Principal Balance: As to the first Distribution Date
and
each Class A Subclass in a particular Group, the Initial Principal
Balance of
such Class A Subclass as set forth in Section 12.01(a). As of any
subsequent
Distribution Date, such Initial Principal Balance minus the sum of
all amounts
previously distributed in respect of such Class A Subclass on prior
Distribution
Dates pursuant to clause 1.c of Section 13.01(b).
Class A
Unpaid Interest Shortfall: As to any Distribution Date and for
a
particular Group, an amount equal to the sum of the related Class A
Subclass
Interest Shortfall Amounts.
Class M
Certificateholder: A registered holder of a Class M
Certificate.
Class M
Interest Amount: For any Distribution Date, the sum of the Class
M
Subclass Interest Amounts for such Distribution Date.
Class M
Principal Balance: An amount equal to the sum of all Class M
Subclass Principal Balances.
Class M
Subclass Applied Losses: For any Distribution Date and any Class
M
Subclass, the aggregate amount of all Applied Loss Amounts
allocated to such
Class M Subclass on all prior Distribution Dates.
Class M
Subclass Interest Amount: As to any Distribution Date and any
Class M Subclass, (i) the amount of interest accrued during the
related Interest
Accrual Period on the Class M Subclass Principal Balance of such
Class M
Subclass at the lesser of (x) the applicable Certificate Rate and
(y) the Net
WAC Rate for such Distribution Date, minus (ii) the sum of (x) any
Unsupported
Prepayment Interest Shortfall allocated to such Class M Subclass
for such
Distribution Date and (y) any Civil Relief Shortfall Amount
allocated to such
Class M Subclass for such Distribution Date.
Class M
Subclass Interest Shortfall Amount: As to any Distribution Date
and any Class M Subclass, any amount by which the Class M Subclass
Interest
Amount for such Class M Subclass for such Distribution Date exceeds
the amount
distributed in respect of such Class M Subclass on such
Distribution Date
pursuant to clause 1.b of Section 13.01(b).
Class M
Subclass Loss Amount: For any Distribution Date and any Class M
Subclass, (a) the aggregate amount of all Applied Loss Amounts
allocated to such
Class M Subclass on all prior Distribution Dates minus (b) the sum
of (i) the
aggregate amount of all distributions to such Class M Subclass in
reduction of
such Class M Subclass Loss Amount on all prior Distribution Dates
pursuant to
clause 1.e of Section 13.01(b) and (ii) the cumulative amount of
any Net
Subsequent Recoveries allocated to such Class M Subclass.
Class M
Subclass Principal Balance: As to the first Distribution Date
and
any Class M Subclass, the Initial Principal Balance of such Class M
Subclass as
set forth in Section 12.01(a). As of any subsequent Distribution
Date, the
lesser of (a) such Initial Principal Balance minus (i) the sum of
(A) all
amounts previously distributed to holders thereof in reduction of
Principal
Balance and (B) the Class M Subclass Applied Losses for such Class
M Subclass,
plus (ii) any Net Subsequent Recoveries allocated to such Class for
previous
Distribution Dates, and (b) the Aggregate Current Pool Balance
minus the sum of
the Class A Principal Balance and the Class M Subclass Principal
Balances of all
Class M Subclasses with lower numerical designations, each as of
the immediately
preceding Distribution Date (after taking into account
distributions in
reduction of such Class M Subclass Principal Balances, increases in
such Class M
Subclass Principal Balances as a result of Net Subsequent
Recoveries, and the
allocation of any Applied Loss Amounts on such date).
Class M
Unpaid Interest Shortfall: As to any Distribution Date, the sum
of
the Class M Subclass Interest Shortfall Amounts.
Class R
Certificate: Any Residual Certificate designated as such in
Article XII.
Clearing
Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Exchange Act and the regulations of
the
Commission thereunder. Unless otherwise specified in Article XII,
the initial
Clearing Agency is The Depository Trust Company.
Clearing
Agency Participant: A broker, dealer, bank or other financial
institution or other person for whom from time to time a Clearing
Agency effects
book-entry transfers and pledges of securities deposited with the
Clearing
Agency.
Code: The
Internal Revenue Code of 1986, as it may be amended from time
to
time, any successor statutes thereto, and applicable U.S.
Department of the
Treasury temporary or final regulations issued pursuant
thereto.
Collection
Account: As defined in Section 3.06.
Collection
Period: For a particular Distribution Date, the period
commencing with the opening of business of the first day of the
preceding
calendar month and ending at the close of business on the last day
of such
preceding calendar month.
Commission: The Securities and Exchange Commission.
Compensating Interest: As defined in Section 3.08.
Constituent REMICs: Each of the one or more segregated asset
pools
designated in Article XII as a REMIC within the Trust Fund.
Corporate
Trust Office: The principal office of the Trustee at which at
any particular time its corporate trust business shall be
administered, which
office on the date hereof is located at the address set forth in
Article XII.
CRMSI:
Citicorp Residential Mortgage Securities, Inc., a corporation
organized and existing under the laws of the State of Delaware, or
its
successors in interest.
Cumulative
Loss Percentage: As of any date, the percentage equivalent of
Cumulative Realized Losses divided by the Aggregate Initial Pool
Balance.
Cumulative
Realized Losses: As of any date, the aggregate amount of
Realized Losses on all Mortgage Loans for all Prepayment Collection
Periods
ending prior to such date (reduced by the aggregate amount of
Subsequent
Recoveries received since the Cut-Off Date through the last day of
the related
Prepayment Collection Period).
Current
Interest: For any Distribution Date, the sum of the Class A
Interest Amount for all Groups and the Class M Interest Amount.
Custodian:
The person identified in Article XII or its successors in
interest named pursuant to the Mortgage File Custodial Agreement.
The Custodian
may be the Trustee, any Affiliate of the Trustee or the Depositor
or an
independent entity.
Deficiency
Amount: For any Distribution Date, any excess of (x) the
Targeted Level over (y) the Overcollateralization Amount, taking
into account
the reduction of the Certificate Balance by application of
Principal Proceeds
but prior to applying any Extra Principal Distribution Amount or
Applied Loss
Amount.
Deficient
Valuation: For any Mortgage Loan, a valuation by a court of
competent jurisdiction of the Mortgaged Property in an amount less
than the
then-outstanding indebtedness under the Mortgage Loan, or any
reduction in the
amount of principal to be paid in connection with any Scheduled
Payment that
results in a permanent forgiveness of principal, which valuation or
reduction
results from a proceeding under the Bankruptcy Code or any other
similar state
law.
Definitive
Securities: Any Class or Subclass of Certificates or the
Residual Certificates issued in definitive, fully registered form,
either upon
initial issuance or in accordance with the provisions of Section
5.06.
Delinquent: A Mortgage Loan is "Delinquent" if any Scheduled
Payment due
thereon (or part thereof in excess of $5.00) is not received from
the Mortgagor
by the close of business on the Due Date. A Mortgage Loan is "30
days
Delinquent" if such payment has not been received by the close of
business on
the corresponding day of the month following the month of such Due
Date [(or, if
there is no corresponding day, on the last day of such following
month)], and
similarly for "60 days Delinquent", "90 days Delinquent" and so
on.
Deposit
Date: The Business Day preceding each Distribution Date.
Depositor: CRMSI, or its successors in interest.
Depositor
Order: A written order or request signed in the name of the
Depositor by an Authorized Officer.
Depository: The bank or banks (which may be Citibank, N.A.,
Citibank
(Delaware) or Citibank (New York State)) or savings and loan
association or
associations or trust company or companies (which may be the
Trustee or which
may be, directly or indirectly, controlled by or under common
control with the
Depositor) at which the Collection Account, Certificate Account and
Escrow
Account are established or maintained pursuant to Section 4.02,
3.19 or 3.20.
Each Depository must meet the requirements set forth in Section
11.01.
Disqualified Organization: As defined in Section 5.02.
Distribution Date Statement: The statement required to be
delivered
pursuant to Section 4.07(a).
Due Date: For a
Mortgage Loan, the day of each calendar month on which a
Scheduled Payment is due; provided that, in the case of a Bi-Weekly
Loan or a
Semi-Monthly Loan, "Due Date" shall refer to each day of each
calendar month on
which a periodic payment is automatically deductible from the
related
Mortgagor's personal bank account in accordance with the terms of
the related
Equity Builder Agreement.
Early
Interest Holdover Amount: Any interest received during a
Collection
Period on a Mortgage Loan in respect of a Due Date subsequent to
such Collection
Period (net of the Servicing Fee for the Collection Period in which
such early
payment of interest was received). In accordance with Section
3.06(c)(1), the
Servicer shall deposit each Early Interest Holdover Amount into the
Collection
Account within two Business Days of the collection of such amount.
Each Early
Interest Holdover Amount shall constitute part of the Monthly
Deposit Amount for
the Collection Period in which occurs the Due Date on which such
Early Interest
Holdover Amount would have become due (if the related Mortgagor had
not made an
early payment of such amount during a prior Collection Period). For
the
avoidance of doubt, each Early Interest Holdover Amount shall be
retained in the
Collection Account until the Distribution Date related to the
Collection Period
for which such amount constitutes part of the Monthly Deposit
Amount (at which
time such amount shall be remitted to the Certificate Account, as
part of such
Monthly Deposit Amount, in accordance with Section 3.06(e)).
EDGAR: As
defined in Section 4.09(b).
Eligible
Account: Either (a) a segregated account or accounts maintained
at Citibank, N.A. or a Citibank banking affiliate, provided that
the short-term
unsecured debt obligations of Citibank, N.A. or the Citibank
banking affiliate
are rated at least "A-1+" by S&P if S&P is a Rating Agency,
"F-l" by Fitch if
Fitch is a Rating Agency, and "P-1" by Moody's if Moody's is a
Rating Agency, or
(b) a segregated account or accounts maintained with an institution
(i) whose
deposits are insured by the FDIC, (ii) the unsecured and
uncollateralized debt
obligations of which are rated at least "AA" by S&P if S&P
is a Rating Agency,
"AA" by Fitch if Fitch is a Rating Agency, and "Aa" by Moody's if
Moody's is a
Rating Agency, (iii) that has a short term rating of at least
"A-1+" by S&P if
S&P is a Rating Agency, "F-1" by Fitch if Fitch is a Rating
Agency, and "P-1" by
Moody's if Moody's is a Rating Agency, and (iv) that is either (A)
a federal
savings and loan association duly organized, validly existing and
in good
standing under the federal banking laws, (B) an institution duly
organized,
validly existing and in good standing under the applicable banking
laws of any
state, (C) a national banking association duly organized, validly
existing and
in good standing under the federal banking laws or (D) a principal
subsidiary of
a bank holding company, or (c) a trust account maintained with the
trust
department of a federal or state chartered depository institution
or of a trust
company, having capital and surplus of not less than $50,000,000,
acting in its
fiduciary capacity. Any Eligible Account maintained with the
Trustee shall
conform to the preceding clause (c).
Eligible
Investments: As defined in Section 4.05.
Equity
Builder Agreement: For any Equity Builder Loan, the agreement
between the Originator and the related Mortgagor, pursuant to which
the
Mortgagor is enrolled in the Equity Builder Program.
Equity
Builder Loan: As of any date of determination, a Mortgage Loan
with
respect to which the related Mortgagor is enrolled in the Equity
Builder Program
on such date of determination.
Equity
Builder Prepayment Shortfall: With respect to any Bi-Weekly Loan
or
Semi-Monthly Loan and any Prepayment Collection Period, an amount
equal to the
excess of (x) the scheduled amount of interest that would be paid
on such loan
during the corresponding Collection Period if the related Mortgagor
made, during
such Collection Period, only the monthly scheduled payment on such
loan that is
required under the terms of the related Mortgage Note (and if such
payment was
made on the due date therefor during such Collection Period) over
(y) the
aggregate of the interest portions of the bi-weekly payments or
semi-monthly
payments, as the case may be, that are automatically deductible
from such
Mortgagor's personal bank account during such Prepayment Collection
Period
pursuant to the related Equity Builder Agreement, but not including
any portion
of such amount that constitutes a Bi-Weekly Advanceable Amount for
the
corresponding Collection Period.
Equity
Builder Program: A program of the Originator, pursuant which an
enrolled mortgagor authorizes the Originator to cause the related
servicer to
deduct automatically from the mortgagor's personal bank account, on
the monthly
due date or on either a bi-weekly or semi-monthly basis, level
periodic payments
of principal and interest on the mortgagor's mortgage loan, which
payments are
calculated based on the scheduled monthly payment due under the
terms of the
related mortgage note. Mortgagors who are eligible for the Equity
Builder
Program have the option to enroll (and, subsequently, to disenroll)
in the
program at any time, and if an enrolled mortgagor subsequently
becomes
ineligible, he or she may be disenrolled by the Originator from the
program. Any
previously enrolled mortgagor who chose to have bi-weekly or
semi-monthly
payments automatically deducted from his or her bank account and
who disenrolls
(or is disenrolled) from the Equity Builder Program will,
subsequent to such
disenrollment, be required to make the scheduled monthly payments
due under the
terms of the related mortgage note but will not be required to make
any such
bi-weekly or semi-monthly payments that had been automatically
deductible from
the mortgagor's bank account while he or she was enrolled in the
program.
ERISA: The
Employee Retirement Income Security Act of 1974, as amended
from time to time and any applicable rule, regulation or order
promulgated
thereunder.
ERISA
Prohibited Holder: As defined in Section 5.02.
Escrow
Account: The account, if any, created and maintained pursuant
to
Section 3.20.
Exchange
Act: The Securities Exchange Act of 1934, as amended.
Extra
Principal Distribution Amount: For any Distribution Date, the
lesser
of (x) Monthly Excess Interest and (y) the Deficiency Amount.
FDIC: The
Federal Deposit Insurance Corporation.
FHLMC: The
Federal Home Loan Mortgage Corporation.
Fitch:
Fitch Ratings, or its successors.
Foreclosure Profits: As to any Distribution Date, the sum of (1)
any
excess of (a) Net Liquidation Proceeds for each Mortgage Loan that
became a
Liquidated Loan during the related Collection Period over (b) the
sum of the
Unpaid Loan Balance of each such Liquidated Loan plus accrued and
unpaid
interest at the applicable Mortgage Note Rate on such Unpaid Loan
Balance from
the Due Date to which interest was last paid by the Mortgagor (or,
in the case
of a Liquidated Loan that had been an REO Mortgage Loan, from the
Due Date to
which interest was last deemed to have been paid to the Due Date in
the month in
which such Mortgage Loan became a Liquidated Loan) and (2) any
excess of (a) Net
Subsequent Recoveries during such related Collection Period for
each Mortgage
Loan that became a Liquidated Loan during a Collection Period prior
to such
related Collection Period over (b) the Unpaid Loan Balance of each
such
Liquidated Loan plus accrued and unpaid interest at the applicable
Mortgage Note
Rate on such Unpaid Loan Balance from the Due Date to which
interest was last
paid by the Mortgagor (or, in the case of a Liquidated Loan that
had been an REO
Mortgage Loan, from the Due Date to which interest was last deemed
to have been
paid to the Due Date in the month in which such Mortgage Loan
became a
Liquidated Loan) after giving effect to any Net Liquidation
Proceeds for such
Liquidated Loan and any Net Subsequent Recoveries for such
Liquidated Loan that
were received during a Collection Period prior to such related
Collection
Period. (References in this definition to either Net Liquidation
Proceeds or Net
Subsequent Recoveries shall refer to such term without giving
effect to clause
(ii) in the first sentence of the definition of such term.)
Form 8-K
Disclosure Information: As defined in Section 4.09(e).
GIC: A
guaranteed investment contract or surety bond.
Gross
Margin: The percentage set forth in the Mortgage Note for an
adjustable rate Mortgage which is to be added to the applicable
index to
determine the Mortgage Note Rate on each Adjustment Date.
Group: For
Class A Certificates, those Classes or Subclasses designated in
Article XII as being part of a particular "Group" of Class A
Certificates and as
being related to a particular Pool. Group 1 Class A Certificates
shall be
related to Pool 1, Group 2 Class A Certificates shall be related to
Pool 2, and
so on for additional Groups and Pools.
Holder:
Has the same meaning as "Certificateholder".
Independent: When used with respect to any specified Person, means
such a
Person who is "independent" within the meaning of Rule 2-01(b) of
the
Commission's Regulation S-X under the Exchange Act.
Indirect
Participant: A broker, dealer, bank or other financial
institution or other person who acts through a Clearing Agency
Participant to
effect book-entry transfers through the Clearing Agency and pledges
of
securities deposited with the Clearing Agency.
Initial Principal
Balance: For any Class or Subclass of Certificates, the
amount specified in Article XII, and for any Certificate, the
amount specified
thereon as the Initial Principal Balance.
Insurance
Proceeds: Proceeds paid in respect of a Mortgage Loan pursuant
to any Primary Mortgage Insurance Certificates, amounts paid
pursuant to hazard
insurance policies to the extent not applied to restore the related
Mortgaged
Property or released to the Mortgagor in accordance with the
Servicer's normal
servicing procedures, and amounts paid pursuant to any other
insurance policy or
bond relating to the Mortgage Loan or the servicing thereof.
Interest
Proceeds: For a Distribution Date, the sum (without
duplication)
of (a) all interest received during the related Collection Period
on the
Mortgage Loans in respect of Due Dates during or prior to the
related Collection
Period (net of the Servicing Fee for the related Collection
Period), (b) all
Early Interest Holdover Amounts that constitute part of the Monthly
Deposit
Amount for the related Collection Period, (c) all Bi-Weekly
Interest Holdover
Applied Amounts for such Collection Period, (d) all Compensating
Interest paid
by the Servicer for the related Collection Period, (e) the interest
portion of
any payment made during the related Prepayment Collection Period in
connection
with the repurchase of a Mortgage Loan pursuant to Section 2.02 or
2.03(a), (f)
the interest portion of Net Liquidation Proceeds received in the
related
Prepayment Collection Period, (g) the interest portion of Net
Subsequent
Recoveries received in the related Prepayment Collection Period,
(h) all
Periodic Interest Advances made for the related Collection Period
and (i) the
interest portion of any payment made on such Distribution Date in
connection
with the purchase of the Mortgage Loans pursuant to the Right to
Purchase under
Section 9.01(a).
Investment
Account: As and to the extent specified in Article XII, each
account or any portion of any thereof which consists of cash or
Eligible
Investments.
Investment
Income: Any and all investment income and gains, net of any
losses, actually received on the investment of funds on deposit in
a particular
Investment Account.
Issue
Date: The date on which Certificates are first executed,
authenticated and delivered, as specified in Article XII. For the
Avoidance of
doubt, unless otherwise specified in Article XII, the Issue Date
shall be the
Closing Date as defined in Section 12.02.
Last
Scheduled Distribution Date: For each Class or Subclass of
Certificates or Certificates, the date specified in Article
XII.
Liquidated
Loan: A Mortgage Loan (including an REO Property) with respect
to which the Servicer determines that all Liquidation Proceeds
which it expects
to recover have been recovered or a Mortgage Loan for which the
related
Mortgaged Property is retained or sold by the Mortgagor and for
which the
Servicer has released the Mortgage as a result of a determination
by the
Servicer that the potential Liquidation Expenses with respect to
such Mortgage
Loan would exceed the amount by which any payment made by the
Mortgagor is less
than the outstanding principal balance of such Mortgage Loan plus
accrued and
unpaid interest thereon to the date on which such Mortgage Loan
became an REO
Mortgage Loan.
Liquidation Expenses: For any Liquidated Loan, expenses paid or
incurred
by or for the account of the Servicer or the Trust Fund for (a)
Property
Protection Expenses, (b) property sales expenses, (c) foreclosure
costs,
including court costs and reasonable attorneys' fees, (d) similar
expenses
reasonably paid or incurred in connection with the liquidation of
such
Liquidated Loan and (e) any tax imposed on the Trust Fund with
respect to a
Liquidated Loan or property received by deed in lieu of
foreclosure.
Liquidation Proceeds: For any Liquidated Loan, the amounts received
by the
Servicer in connection with the liquidation of such Liquidated
Loan, whether
through judicial or non-judicial foreclosure, proceeds of insurance
policies,
condemnation proceeds or otherwise, including payments received
from the
Mortgagor in respect of such Liquidated Loan, other than amounts
required to be
paid to the Mortgagor pursuant to the terms of such Liquidated Loan
or to be
applied otherwise pursuant to law.
Loan
Balance: For any Mortgage Loan as of any date, the outstanding
principal balance thereof as of the close of business on the
Cut-Off Date, less
all scheduled principal payments received during all prior
Collection Periods,
and all unscheduled principal payments received during all prior
Prepayment
Collection Periods, on such Mortgage Loan, without regard to any
adjustments
thereof in connection with Mortgagor bankruptcies (other than a
Deficient
Valuation).
Loan Repurchase
Price: As defined in Section 2.02.
Loan-to-Value Ratio: As of any date, (a) for a Mortgage Loan
secured by a
Senior Lien, the percentage equivalent of (x) the Unpaid Loan
Balance divided by
(y) the Original Value and (b) for a Second Mortgage Loan, the
percentage
equivalent of (x) the sum of the Unpaid Loan Balance of the Second
Mortgage Loan
and the remaining principal balance of all Senior Liens on the
related Mortgaged
Property as of such date, divided by (y) the Original Value.
Lost Note
Affidavit: For any Mortgage Loan for which the original
Mortgage
Note has been permanently lost, misplaced or destroyed and has not
been
replaced, an affidavit of the Originator or an Affiliate of the
Originator
certifying that the original Mortgage Note has been lost, misplaced
or destroyed
(attaching a copy of such Mortgage Note) and indemnifying the Trust
Fund against
any loss, cost or liability resulting from the failure to deliver
such original
Mortgage Note.
Maximum
Compensating Interest Amount: For any Distribution Date, the
lesser of (a) the aggregate amount of the Servicing Fee actually
received on the
Mortgage Loans for such Distribution Date (but not including any
Servicing Fee
received because of a Periodic Interest Advance for the related
Collection
Period) and (b) one-half of the sum of the Daily Servicing Fee
Accrual Amounts
for each Mortgage Loan for each day during the related Collection
Period. For
the avoidance of doubt, in accordance with clause (a) of this
definition, the
Servicer will not advance any Servicing Fee or any portion thereof
to reduce
Prepayment Interest Shortfalls pursuant to Section 3.08.
Maximum
Note Rate: The maximum rate of interest set forth in the
Mortgage
Note relating to an adjustable rate Mortgage Loan.
MERS:
Mortgage Electronic Registration Systems, Inc. and its successors
in
interest.
Minimum
Note Rate: The minimum rate of interest set forth in the
Mortgage
Note relating to an adjustable rate Mortgage Loan.
Monthly
Deposit Amount: As defined in Section 3.06(c).
Monthly
Excess Interest: For any Distribution Date, any excess of (x)
Interest Proceeds over (y) the sum of Current Interest and any
Class A Subclass
Interest Shortfalls.
Moody's:
Moody's Investors Service, Inc.
Mortgage:
For any Mortgage Loan, the mortgage, deed of trust or other
security instrument creating a first lien on and an interest in
real property
securing a Mortgage Note.
Mortgage
Documents: All documents contained in the Mortgage Files.
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
such documents pursuant to this Agreement.
Mortgage
File Custodial Agreement: The Mortgage File Custodial Agreement
from time to time in effect between the Custodian, the Depositor,
the Servicer
and the Trustee, as the same may be amended or modified from time
to time.
Mortgage
Loan: At any time, the indebtedness of a Mortgagor evidenced by
a
Mortgage Note which is secured by real property and which is sold
and assigned
to the Trustee and held at such time in the Trust Fund pursuant to
this
Agreement, the Mortgage Loans originally so held being identified
in Exhibit B.
Mortgage
Loan Schedule: The list of Mortgage Loans transferred to the
Trustee as part of the Trust Fund, the original list being attached
hereto as
Exhibit B.
Mortgage
Note: For a Mortgage Loan, the promissory note or other
evidence
of indebtedness of the Mortgagor.
Mortgage
Note Rate: For a Mortgage Loan, the annual rate per annum at
which interest accrues on such Mortgage Loan.
Mortgaged
Property: Any real property subject to a Mortgage.
Mortgagor:
The obligor or obligors on a Mortgage Note.
Net
Liquidation Proceeds: For any period and for any Liquidated Loan,
the
aggregate amount of Liquidation Proceeds, net of (i) related
Liquidation
Expenses and related unreimbursed Periodic Interest Advances and
unreimbursed
Servicing Advances, received by the Servicer or deposited in the
Collection
Account, as the case may be, as proceeds of such Mortgage Loan, and
(ii)
Foreclosure Profits with respect to such Net Liquidation Proceeds.
Net
Liquidation Proceeds shall be allocated first to accrued and unpaid
interest on
the related Mortgage Loan and then to the unpaid principal balance
thereof.
Net
Periodic Interest Advances: For any period, the amount (which may
be
negative) obtained by subtracting the amount of any reimbursements
of Periodic
Interest Advances received in such period from the aggregate amount
of Periodic
Interest Advances made in such period.
Net
Servicing Advances: For any period, the amount (which may be
negative)
obtained by subtracting the amount of any reimbursements of
Servicing Advances
received in such period from the aggregate amount of Servicing
Advances made in
such period.
Net
Subsequent Recoveries: For any Prepayment Collection Period and
for
any Liquidated Loan, the aggregate amount of Subsequent Recoveries,
net of (i)
related Liquidation Expenses and related unreimbursed Periodic
Interest Advances
and unreimbursed Servicing Advances (in each case, after giving
effect to any
Liquidation Proceeds and previous Subsequent Recoveries applied to
the
reimbursement of such expenses or advances), received by the
Servicer or
deposited in the Collection Account, as the case may be, as
proceeds of such
Mortgage Loan, and (ii) Foreclosure Profits with respect to such
Net Subsequent
Recoveries. Net Subsequent Recoveries shall be allocated first to
accrued and
unpaid interest on the related Mortgage Loan and then to the unpaid
principal
balance thereof.
Net WAC
Rate: As defined in Section 12.02.
Nonrecoverable Advance: Any portion of a Periodic Interest Advance
or
Servicing Advance previously made which has not been previously
reimbursed to
the Servicer and which, in the good faith judgment of the Servicer,
would not be
ultimately recoverable from Liquidation Proceeds or other
recoveries in respect
of the related Mortgage Loan.
Non-Transferred Interest Amount: With respect to any Mortgage Loan,
any
payment or collection received or receivable in respect of interest
that accrued
on such Mortgage Loan prior to the scheduled monthly due date of
such Mortgage
Loan (as specified in the related Mortgage Note) in the month
preceding the
month of the Cut-Off Date.
Officer's
Certificate: A certificate signed by an Authorized Officer of
the Depositor or the Servicer, as applicable.
Opinion of
Counsel: A written opinion of counsel, who (unless otherwise
specified) may be counsel for, or an employee of, the Depositor or
an Affiliate
thereof, which counsel shall be reasonably acceptable to the
addressee.
Original
Value: For a Mortgaged Property, the lesser of the sales price
of
such Mortgaged Property and the appraised value thereof determined
pursuant to
an appraisal made in connection with origination of such Mortgage
Loan, except
that the original appraisal of such Mortgaged Property may be used
for a
Mortgage Loan that is not a purchase money mortgage.
Originator: Citicorp Trust Bank, fsb.
Outstanding: As of any date, all Certificates theretofore
authenticated
and delivered under this Agreement except:
(i) Certificates
theretofore canceled by the Certificate Registrar or
delivered
to the Certificate Registrar for cancellation;
(ii)
Certificates with respect to which money for a distribution in
the
necessary
amount to reduce the Principal Balance thereof to zero has been
theretofore deposited with the Trustee or any Paying Agent in trust
for
the
Holders of such Certificates;
(iii)
Certificates in exchange for or in lieu of which other
Certificates
have been
authenticated and delivered pursuant to this Agreement unless
proof
satisfactory to the Certificate Registrar is presented that any
such
Certificates are held by a holder in due course; and
(iv)
Certificates alleged to have been destroyed, lost or stolen for
which
replacement Certificates have been issued as provided for in
Section 5.03
and
authenticated and delivered pursuant to this Agreement;
provided, however, that in determining whether the Holders of the
requisite
percentage of the aggregate Principal Balance or Percentage
Interest of any
Outstanding Certificates or of the Outstanding Certificates of any
one or more
Classes thereof have given any request, demand, authorization,
direction,
notice, consent or waiver hereunder, such percentage shall be based
on the
Principal Balance of such Certificate and provided, further,
Certificates owned
by the Depositor or any Affiliate of the Depositor shall be
disregarded and
deemed not to be Outstanding, except that, in determining whether
the Trustee
shall be protected in relying upon any such request, demand,
authorization,
direction, notice, consent, or waiver, only Certificates which a
Responsible
Officer of the Trustee has actual knowledge are so owned shall be
so disregarded
and except that where the Depositor or any Affiliate of the
Depositor shall be
owner of 100% of the aggregate Principal Balance or Percentage
Interest of any
Class or Subclass of Outstanding Certificates, the Depositor or
such Affiliate
shall be permitted to give any request, demand, authorization,
direction,
notice, consent or waiver hereunder. Certificates so owned which
have been
pledged in good faith may be regarded as Outstanding if the pledgee
certifies in
writing to the Trustee the pledgee's right so to act with respect
to such
Certificates and that the pledgee is not the Depositor or any
Affiliate of the
Depositor.
Overcollateralization Amount: For any Distribution Date, any excess
of (x)
the Aggregate Current Pool Balance as of the last day of the
related Collection
Period over (y) the Certificate Balance (after giving effect to
(i)
distributions of Principal Proceeds on such Distribution Date and
(ii) and the
increase of any Class M Subclass Principal Balance as a result of
Subsequent
Recoveries, but prior to the payment of any Extra Principal
Distribution
Amount).
Pass-Through Rate: For a Mortgage Loan as of any date or for any
period,
the applicable Mortgage Note Rate less the Servicing Fee Rate.
Paying
Agent: Each paying agent identified in Article XII which is
authorized to make distributions on the Certificates on behalf of
the Trustee. A
Paying Agent may be an Affiliate of the Depositor and, if not an
Affiliate, must
be authorized to exercise corporate trust powers under the laws of
its
jurisdiction of organization.
Percentage
Interest: For a Class of Class R Certificates, if the
Certificate has a Principal Balance as specified in Article XII,
the Initial
Principal Balance of such Certificate (expressed as a percentage)
of the
aggregate Initial Principal Balance of the Certificates of such
Class and, if
the Certificate does not have a Principal Balance, the portion
represented by
such Certificate (expressed as a percentage) of the total ownership
interest in
the applicable Constituent REMIC represented by all Certificates of
such Class.
For a Class of Class CE Certificates, if the Certificate has a
Principal Balance
as specified in Article XII, the Initial Principal Balance of such
Certificate
(expressed as a percentage) of the aggregate Initial Principal
Balance of the
Certificates of such Class and, if the Certificate does not have a
Principal
Balance, the portion represented by such Certificate (expressed as
a percentage)
of the total ownership interest in the Certificates of such Class.
For any
Certificate of an interest-only Class or Subclass of Certificates,
the ratio of
the notional amount of such Certificate to the aggregate notional
amount of the
entire Class or Subclass.
Periodic
Interest Advance: For each Collection Period, the aggregate of
(a) the aggregate of the interest portions (net of the related
Servicing Fees)
of Scheduled Payments on the Mortgage Loans that were due during
such Collection
Period and Delinquent as of the related Determination Date (net of
amounts
collected as income on the related REO Properties, in the case of
REO Mortgage
Loans), after adjustment of delinquent interest payments to
interest at the
Pass-Through Rate, (b) the aggregate of the Simple Interest
Advanceable Amounts
in respect of the Mortgage Loans for such Collection Period, after
adjustment of
such amounts to interest at the Pass-Through Rate, and (c) the
aggregate of the
Bi-Weekly Interest Advanceable Amounts in respect of the Bi-Weekly
Loans for
such Collection Period, after adjustment of such amounts to
interest at the
Pass-Through Rate.
Periodic
Rate Cap: The provision in a Mortgage Note that limits
permissible increases and decreases in the Mortgage Note Rate on
any Adjustment
Date for an adjustable rate Mortgage Loan.
Permitted
Activities: The primary activities of the trust created
hereunder, which shall be (a) holding Mortgage Loans sold by the
Depositor and
other assets of the Trust Fund, including any credit enhancement
and passive
derivative financial instruments, (b) issuing Certificates and
other interests
in the assets of the Trust Fund, (c) receiving collections on the
Mortgage Loans
and making payments on Certificates and interests in accordance
with the
provisions of this Agreement and (d) engaging in other activities
that are
necessary or incidental to accomplish these limited purposes.
Person:
Any legal person, including any individual, corporation,
partnership, joint venture, association, joint stock company,
trust, limited
liability company, unincorporated organization or government or any
agency or
political subdivision thereof.
Plan: As
defined in Section 5.02.
Pool: Each
of the pools of Mortgage Loans designated as such in Article
XII.
Pool
Balance: For the Mortgage Loans in a particular Pool as of any
date,
the aggregate of the Loan Balances of all such Mortgage Loans.
Pooling
Agreement: The Pooling Agreement (as defined in the preamble to
this Standard Terms Document) entered into with respect to a
particular series
of Certificates and into which this Standard Terms Document is
incorporated by
reference.
Predatory
Lending Law: The Georgia Fair Lending Act, the Maine Consumer
Credit Code - Truth-in-Lending, the New Jersey Home Ownership
Security Act of
2002, the New Mexico Home Loan Protection Act, the New York
Predatory Lending
Act, or any similar State or federal law that regulates high-cost
mortgage
loans.
Prepaid
Installment: For any Mortgage Loan, any installment of
principal
thereof and interest thereon received prior to the Due Date for
such
installment, as an early payment thereof and not as a Principal
Prepayment on
such Mortgage Loan.
Prepayment
Charge: For a particular Mortgage Loan, the amount the
Mortgagor is contractually obligated to pay as a premium, charge or
penalty for
the privilege of refinancing or otherwise prepaying such Mortgage
Loan in whole
or in part.
Prepayment
Interest Shortfall: For any Mortgage Loan and any Prepayment
Collection Period, any Equity Builder Prepayment Shortfall, Simple
Interest
Prepayment Shortfall or Additional Prepayment Interest Shortfall
that occurs
with respect to such Mortgage Loan during such Prepayment
Collection Period.
Prepayment
Collection Period. For a particular Distribution Date, the
preceding calendar month, being the period commencing with the
opening of
business on the first day of such month and ending at the close of
business on
the last day thereof.
Prepayment
Principal: For any Distribution Date, the sum of all amounts
that constitute full or partial Principal Prepayments received in
the related
Prepayment Collection Period.
Primary
Mortgage Insurance Certificate: Any certificate of primary
mortgage insurance relating to a particular Mortgage Loan to the
extent
identified in the Mortgage Loan Schedule.
Principal
Balance: On any Distribution Date,
(i) for a
Class A Certificate of any Subclass, its pro rata share based
on
the
Initial Principal Balance of the applicable Class A Subclass
Principal
Balance;
and
(ii) for a
Class M Certificate of any Subclass, its pro rata share based
on the
Initial Principal Balance of the applicable Class M Subclass
Principal
Balance.
The Class CE Certificates and Class R Certificates do not have a
Principal
Balance.
Principal
Prepayment: For any Mortgage Loan, any payment of principal on
such Mortgage Loan which is received in advance of its Due Date and
is not
accompanied by an amount of interest representing scheduled
interest for any Due
Date in any month subsequent to the month of prepayment, excluding
any proceeds
of or advances on any Liquidated Loan.
Principal
Proceeds: For a Distribution Date, the sum (without
duplication)
of (a) the principal portion of each Scheduled Payment on a
Mortgage Loans due
on a Due Date during or prior to the related Collection Period and
received
during such Collection Period, (b) the Loan Balance of each
Mortgage Loan
repurchased during the related Prepayment Collection Period
pursuant to Section
2.02 or 2.03(a), (c) any Substitution Adjustment Amount deposited
for a
substitution of a Mortgage Loan during the related Prepayment
Collection Period
pursuant to Section 3.06(c)(2), (d) the principal portion of Net
Liquidation
Proceeds received during the related Prepayment Collection Period,
(e) the
principal portion of Net Subsequent Recoveries received during the
related
Prepayment Collection Period (f) all Prepayment Principal received
during the
related Prepayment Collection Period (including, without
limitation, the
principal portion of Scheduled Payments due on Due Dates during
future
Collection Periods but received during the current Collection
Period), (g) the
principal portion of any payment made on such Distribution Date in
connection
with the purchase of the Mortgage Loans pursuant to the Right to
Purchase under
Section 9.01(a), and (h) if (and only if) the Collection Account or
the
Certificate Account is an Investment Account, the allocable amount
of investment
losses deposited pursuant to Section 4.03(b)(i).
Proceeding: Any suit in equity, action at law or other judicial
or
administrative proceeding.
Property
Protection Expenses: For Mortgage Loans prior to their becoming
Liquidated Loans, expenses paid or incurred by or for the account
of the
Servicer or the Trust Fund in accordance with the related Mortgages
for (a) real
estate property taxes, insurance premiums and property repair,
replacement,
protection and preservation expenses and (b) similar expenses
reasonably paid or
incurred to preserve or protect the value of such Mortgages or the
related
Mortgaged Properties.
Prospectus: As defined in Section 12.02.
Qualified
GIC: A GIC, assigned to the Trustee or a Paying Agent, or
entered into by the Trustee or a Paying Agent at the direction of
the Depositor,
on or before the Issue Date, providing for the investment of funds
ensuring a
minimum or fixed rate of return on investments of such funds, which
GIC shall
(a) be an
obligation of an insurance company, trust company, commercial
bank
(which may be Citibank, N.A., Citibank (Delaware) or Citibank
(New
York
State)) or other entity whose credit standing is acceptable to
each
Rating
Agency;
(b)
provide that the Trustee or a Paying Agent may exercise all of
the
rights of
the Depositor under such GIC without the necessity of the
taking
of any
action by the Depositor;
(c)
provide that if at any time (subject to the second proviso of
this
paragraph
(c)) the then current credit standing of the obligor under such
GIC is
such that continued investment of funds included in the Trust
Fund
would
result in a downgrading or withdrawal of any then current rating
of
any Class
or Subclass of the Certificates, the Trustee or the Paying
Agent
may
terminate such GIC and be entitled to the return of all funds
previously
invested thereunder, together with accrued interest thereon at
the
interest rate provided under such GIC through the date of delivery
of
such funds
to the Trustee or the Paying Agent, provided that neither the
Trustee
nor the Paying Agent shall be charged with knowledge of any
such
potential
downgrading or withdrawal unless it shall have received written
notice of
such potentiality from the Depositor, the Servicer or the
provider
of the GIC which must be obligated to give such notice at least
once per
year; provided, further, that upon any such event the
Depositor,
by written
notice to the Trustee or the Paying Agent, may replace such GIC
with a
substitute GIC having substantially the same terms (including
without
limitation a rate of return at least as high as the GIC being
replaced)
so long as such substitute GIC has an obligor with a credit
standing
no less than the credit standing of the obligor under the GIC
to
be
replaced at the time the GIC was executed (or with a credit
rating
otherwise
acceptable to each Rating Agency) and such fact is certified by
the
Depositor to the Trustee or the Paying Agent;
(d)
provide that the Trustee's interest therein shall be transferable
to
any
successor trustee hereunder;
(e)
provide that the funds invested thereunder and accrued interest
thereon be
available not later than the Business Day prior to any
Distribution Date on which such funds may be required for
distribution
hereunder;
and
(f) meet
such other standards as may be specified in Article XII.
Qualified
Nominee: A Person (who may not be the Depositor or an Affiliate
thereof) in whose name Eligible Investments held by the Trustee or
Paying Agent
may be registered as nominee of the Trustee or Paying Agent in lieu
of
registration in the name of the Trustee or Paying Agent, provided
that the
following conditions shall be satisfied in connection with such
registration:
(a) the
instruments governing the creation and operation of the nominee
provide
that neither the nominee nor any owner of an interest in the
nominee
(other than the Trustee or Paying Agent) shall have any
interest,
beneficial
or otherwise, in any Eligible Investments at any time held in
the name
of the nominee, except for the purpose of transferring and
holding legal title
thereto;
(b) the
nominee and the Trustee or the Paying Agent have entered into
an
agreement
establishing that any Eligible Investments held in the name of
the
nominee are to be held by the nominee as agent (other than
commission
agent or
broker) or nominee for the account of the Trustee; and
(c) in
connection with the registration of any Eligible Investment in
the
name of
the nominee, all requirements under applicable governmental
regulations necessary to effect a valid registration of transfer of
such
Eligible
Investment are complied with as evidenced to the Trustee or the
Paying
Agent upon its request by an Opinion of Counsel.
Qualified
Substitute Mortgage Loan: For any Mortgage Loan or Mortgage
Loans (each a "replaced Mortgage Loan") included in the Trust Fund
for which
such Qualified Substitute Mortgage Loan is being substituted, a
Mortgage Loan
for which all payments of principal and interest due on or before
the
Substitution Day have been received and which has the following
characteristics:
(a) (i) in
the case of a fixed rate Mortgage Loan, a Mortgage Note Rate no
more than
1% per annum higher and no lower than that of such replaced
Mortgage
Loan and (ii) in the case of an adjustable rate Mortgage Loan,
(1) a
Maximum Note Rate and a Minimum Note Rate no more than 1% per
annum
higher and
no lower than that of such replaced Mortgage Loan, (2) the same
index and
Periodic Rate Cap as such replaced Mortgage Loan and a Gross
Margin of
no more than 1% per annum higher and no lower than that of such
replaced
Mortgage Loan and (3) currently accruing interest at a rate no
more than
1% per annum higher and no lower than such replaced Mortgage
Loan;
(b) a date
of maturity no later, and not more than one year earlier, than
the
maturity date of the Mortgage Loan being replaced;
(c) a
Loan-to-Value Ratio no higher than that of such replaced
Mortgage
Loan;
(d) a Loan
Balance at least equal to that of such replaced Mortgage Loan;
(e) a
credit quality classification of a same or higher classification
as
that of
such replaced Mortgage Loan;
(f)
secured by a Mortgaged Property that is either a single family
dwelling
or is of the same type as that securing such replaced Mortgage
Loan;
(g) an
occupancy status that is either primary residence or is the
same
status as
that of such replaced Mortgage Loan;
(h) a lien priority
that is either first or the same as that of such
replaced
Mortgage Loan;
(i) is not
a "balloon" loan unless such replaced Mortgage Loan is a
"balloon"
loan;
(j) is a
"qualified replacement mortgage" as defined in Code Section
860G(a)(4); and
(k) in the
case of an adjustable rate Mortgage Loan, does not permit
conversion
to a fixed rate;
provided,
that (i) except for the conditions set forth in clauses (a),
(b), (c), (j) and (k) above, such characteristics may be satisfied
on a weighted
average or other aggregate basis, (ii) clause (d) may be satisfied
by deposit in
the Collection Account of sufficient funds so that the Loan Balance
(calculated
by including such funds) of such Qualified Substitute Mortgage Loan
satisfies
such clause (the "Substitution Adjustment Amount") and (iii) the
Trustee shall
receive, not later than the Substitution Day, (1) an Opinion of
Counsel, dated
the Substitution Day, to the effect that the substitution of such
Qualified
Substitute Mortgage Loans and any deposit of cash in the Collection
Account will
not constitute a "prohibited transaction" within the meaning of
Code Section
860F(a), will not adversely affect the status of the Trust Fund as
comprised of
the Constituent REMICs and will not otherwise subject the Trust
Fund to any tax
and (2) an Officer's Certificate of the Depositor to the effect
that (A) all
documents delivered to the Trustee in connection with such
substitution comply
as to form with the requirements of Section 2.01(a) and (B) all
conditions to
such substitution specified in Section 2.04(a) have been
satisfied.
Realized
Losses: For any Distribution Date, the aggregate of the amount
of
losses for each Mortgage Loan which became a Liquidated Loan during
the related
Prepayment Collection Period, equal to the excess of (i) the unpaid
principal
balance of each such Liquidated Loan, plus accrued interest thereon
in
accordance with the amortization schedule at the time applicable
thereto at the
Mortgage Note Rate from the Due Date as to which interest was last
paid through
the Due Date in the Prepayment Collection Period in which such
Mortgage Loan
became an REO Mortgage Loan (or if such loan was liquidated without
becoming an
REO Mortgage Loan, the Due Date in the Prepayment Collection Period
in which
such loan was liquidated), over (ii) Net Liquidation Proceeds for
such
Liquidated Loan.
Record
Date: As defined in Article XII.
Regulation
AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB),
17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from time
to time, and
subject to such clarification and interpretation as have been
provided by the
Securities and Exchange Commission in the adopting release
(Asset-Backed
Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506,
1,531 (Jan.
7, 2005)) or by the staff of the Securities and Exchange
Commission, or as may
be provided by the Securities and Exchange Commission or its staff
from time to
time.
Related
Certificate Balance: As of any date, (a) if there is only one
Group, the Certificate Balance and (b) otherwise, for each Pool,
the sum of (x)
the aggregate of the Class A Subclass Principal Balances of the
Class A
Certificates in the related Group and (y) the aggregate of the
Principal
Balances of all Class M Certificates allocated to such Group.
Relevant
Servicing Criteria: As defined in Section 3.15(a).
REMIC: A
"real estate mortgage investment conduit" within the meaning of
Code Section 860D. References to the "REMIC" are to the Constituent
REMICs
constituting one or more portions of the Trust Fund.
REMIC
Account: Any account or accounts that are required to be
established
(in the same manner as the Certificate Account is established) and
maintained
pursuant to Section 12.04.
REMIC
Provisions: The provisions of the federal income tax law relating
to
REMICs, appearing at Code Sections 860A through 860G, and related
provisions and
regulations promulgated thereunder, as may be in effect from time
to time.
REO
Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan and
as
to which the related Mortgaged Property is held as part of the
Trust Fund.
REO
Proceeds: Proceeds, net of any related expenses of the
Servicer,
received in respect of any REO Mortgage Loan (including, without
limitation,
proceeds from the rental of the related REO Property).
REO
Property: A Mortgaged Property acquired by or on behalf of the
Trust
Fund through foreclosure or deed-in-lieu of foreclosure in
connection with a
defaulted Mortgage Loan or otherwise treated as having been
acquired pursuant to
the REMIC Provisions.
Reportable
Event: As defined in Section 4.09(e).
Required
Amount of Certificates: (i) 66 2/3% or more of the aggregate
Voting Interest of the Outstanding Certificates, (ii) 66 2/3% or
more of the
aggregate Outstanding Percentage Interest of the Class CE
Certificates and (iii)
66 2/3% or more of the aggregate Outstanding Percentage Interest of
the Residual
Certificates.
Residual
Certificates: The Class R Certificates.
Responsible Officer: For any Person, the Chairman or any Vice
Chairman of
the Board of Directors or Trustee, the Chairman or Vice Chairman of
the
Executive or Standing Committee of the Board of Directors or
Trustee, the
President, the Chairman of the committee on trust matters, any
executive vice
president, senior vice president, first vice president, second vice
president,
vice president, any assistant vice president, the Secretary, any
assistant
secretary, the Treasurer, any assistant treasurer, the Cashier, any
assistant or
deputy cashier, any trust officer or assistant trust officer, the
Controller and
any assistant controller or any other officer of such Person
customarily
performing functions similar to those performed by any of the above
designated
officers and also, with respect to a particular matter, any other
officer of
such Person to whom such matter is referred because of such
officer's knowledge
of and familiarity with the particular subject; provided, however,
that in
respect of the Trustee and the Paying Agent, "Responsible Officer"
shall mean
any officer within the Corporate Trust Department (or any successor
thereto)
thereof, including any vice president, assistant vice president,
assistant
treasurer, trust officer or any other officer who customarily
performs functions
similar to those provided by the persons who at the time shall be
such officers,
respectively, and in each case having direct responsibility for
the
administration of the Pooling Agreement or to whom any corporate
trust matter is
referred because of such person's knowledge of and familiarity with
the
particular subject.
S&P:
Standard and Poor's, a division of The McGraw-Hill Companies,
Inc.
Scheduled
Payment: As to any Mortgage Loan (other than an REO Mortgage
Loan) and any Due Date, the payment of principal and interest that
is due
thereon (or, in the case of an Equity Builder Loan, that is
automatically
deductible from the related Mortgagor's personal bank account in
accordance with
the related Equity Builder Agreement) in accordance with the
amortization
schedule at the time applicable (after adjustment for (i)
application of prior
Scheduled Payments on the loan to interest and principal pursuant
to the simple
interest method employed by the Servicer, (ii) any partial
Principal Prepayments
and (iii) Deficient Valuations occurring prior to such Due Date but
before any
adjustment to such amortization schedule other than Deficient
Valuations by
reason of any bankruptcy, or similar proceeding or any moratorium
or similar
waiver or grace period). For the avoidance of doubt: for each
Mortgage Loan
other than a Semi-Monthly Loan or a Bi-Weekly Loan, there is one
Scheduled
Payment due in each calendar month; for each Semi-Monthly Loan,
there are two
Scheduled Payments due in each calendar month; and for each
Bi-Weekly Loan,
depending on the calendar month in question, there are either two
or three
Scheduled Payments due in a calendar month.
Second
Mortgage Loan: A Mortgage Loan secured by a second priority lien
on
the related Mortgaged Property.
Semi-Monthly Loan: An Equity Builder Loan with respect to which
the
related Mortgagor has authorized the Originator to cause the
Servicer
automatically to deduct from such Mortgagor's personal bank account
on a
semi-monthly basis certain periodic payments (as specified in the
related Equity
Builder Agreement).
Senior
Lien: The mortgage loan (which may be a Mortgage Loan) on
Mortgaged
Property having a first priority lien.
Servicer:
CMI, or its successor in interest, or any successor servicer
appointed as herein provided.
Servicing
Advance: The aggregate of the advances made by the Servicer
pursuant to Sections 3.07(b), 3.11 and 3.18.
Servicing
Criteria: The "servicing criteria" set forth in Item 1122(d) of
Regulation AB, as such may be amended from time to time.
Servicing
Event of Default: An event described in Section 7.01.
Servicing
Function Participant: Any affiliate, third party vendor or
Subservicer engaged by the Servicer or the Trustee that is
participating in the
servicing function with respect to the Mortgage Loans, within the
meaning of
Item 1122 of Regulation AB.
Servicing
Officer: Any officer of the Servicer or of an Affiliate of the
Servicer involved in, or responsible for, the administration and
servicing of
the Trust Fund whose name appears on a list of servicing officers
attached to an
Officer's Certificate furnished to the Trustee and the Paying Agent
by the
Servicer, as such list may from time to time be amended.
Similar
Law: As defined in Section 5.02.
Similar
State Law: Any state law that has the effect of (a) reducing
the
Mortgage Note Rate or the amount of the Scheduled Payment, or (b)
suspending the
obligation to make a Scheduled Payment, on a Mortgage Loan due to
the
Mortgagor's being placed on active duty status, in military service
or similar
status.
Simple
Interest Advanceable Amount: For a Mortgage Loan and any
Scheduled
Payment thereon that is due (or automatically deductible from the
related
Mortgagor's personal bank account pursuant to an Equity Builder
Agreement) in
any Collection Period and that is paid by the related Mortgagor on
a date prior
to the Due Date therefor, an amount equal to the interest that
accrues at the
applicable Mortgage Note Rate, from such actual date of payment to
such Due
Date, on the outstanding principal balance of such Mortgage Loan
after giving
effect to the principal portion of such payment, after adjustment
of such
accrued interest to interest at the Pass-Through Rate.
Simple
Interest Prepayment Shortfall: For a Mortgage Loan and any
Scheduled Payment thereon that is due (or automatically deductible
from the
related Mortgagor's personal bank account pursuant to an Equity
Builder
Agreement) in any Collection Period and that is paid by the related
Mortgagor on
a date prior to the Due Date therefor, an amount equal to the
interest that, if
such Mortgagor had instead made such Scheduled Payment on such Due
Date, would
have accrued at the applicable Mortgage Note Rate (but adjusted to
the
Pass-Through Rate) from such actual date of payment to such Due
Date on an
amount equal to the excess of (x) the outstanding principal balance
of such
Mortgage Loan before giving effect to the principal portion of such
payment over
(y) the outstanding principal balance of such Mortgage Loan after
giving effect
to the principal portion of such payment.
60+
Delinquent Loans: For a Determination Date, all REO Properties and
all
Mortgage Loans for which any portion of a Scheduled Payment is 60
days or more
Delinquent (without regard to any grace period) as of the last day
of the
preceding calendar month.
STAMP: As
defined in Section 5.02.
Subclass:
For a Class of Certificates, any group of such Class designated
as a Subclass in Article XII.
Subordinated Percentage: For any date, 100% minus the Class A
Percentage.
Subordination Depletion Date: The first Distribution Date on which
the
Principal Balance of the Subordinated Certificates has been reduced
to zero.
Subsequent
Recoveries: For any Liquidated Loan and any Prepayment
Collection Period, any amounts received by the Servicer in respect
of such loan
subsequent to such loan having been determined to be a Liquidated
Loan that
resulted in a Realized Loss during a previous Prepayment Collection
Period.
Subservicer: Any person or persons to which the Servicer has
delegated
servicing obligations hereunder pursuant to Section 3.03 or
6.06.
Subservicing Agreement: Any subservicing agreement between the
Servicer
and a Subservicer.
Substitution Adjustment Amount: As defined in the definition of
Qualified
Substitute Mortgage Loan.
Substitution Day: As defined in Section 2.04(a).
Trust
Expenses: Any amounts payable by the Depositor pursuant to
Section
12.05.
Trustee:
The Person executing this Agreement as Trustee, or its
successor
in interest, or any successor trustee appointed as herein
provided.
Trust
Fund: The corpus of the trust created by this Agreement,
consisting
of the Mortgage Loans, the Certificate Account, the Collection
Account, each
REMIC Account, any REO Property, any Primary Mortgage Insurance
Certificates,
any other insurance policies with respect to the Mortgage Loans,
any investment
earnings on amounts in any Investment Account and any other
property or rights
specified in Article XII as being part of the Trust Fund.
Unpaid
Loan Balance: For any Mortgage Loan as of any date, the
outstanding
principal balance thereof on such date.
Unsupported Prepayment Interest Shortfall: For any Distribution
Date, and
any interest-bearing Class or Subclass of Certificates, the pro
rata share
allocated thereto based on the amount of interest accrued thereon
during the
related Interest Accrual Period at the related Certificate Rate
(or, if lower,
the Net WAC Rate for such Distribution Date) of the excess, if any,
of (x) the
Prepayment Interest Shortfalls for the related Prepayment
Collection Period over
(y) the Maximum Compensating Interest Amount for the related
Collection Period;
provided that, in accordance with clause (a) of the definition of
"Maximum
Compensating Interest Amount", the Servicer will not advance its
Servicing Fee
or any portion thereof to reduce Prepayment Interest
Shortfalls.
U.S.
Person: A citizen or resident of the United States of America,
a
corporation or partnership (unless, in the case of a partnership,
Treasury
regulations are adopted that provide otherwise) created or
organized in or under
the laws of the United States of America, any state thereof or the
District of
Columbia, including an entity treated as a corporation or
partnership for
federal income tax purposes, an estate whose income is subject to
U.S. 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 such
trust, and one or more such U.S. Persons have the authority to
control all
substantial decisions of such trust (or, to the extent provided in
applicable
Treasury regulations, certain trusts in existence on August 20,
1996 which are
eligible to elect to be treated as U.S. Persons).
Section
1.02 Fiscal Year.
The fiscal year of the
Trust will be the calendar year.
ARTICLE II
CONVEYANCE OF TRUST FUND; ORIGINAL ISSUANCE OF CERTIFICATES
Section
2.01 Conveyance of Trust Fund.
CRMSI,
concurrently with the execution and delivery of this Agreement,
does hereby sell, transfer, assign, set over and otherwise convey
to the Trustee
without recourse, all the right, title and interest of CRMSI in and
to the Trust
Fund, including without limitation all of the right, title and
interest of CRMSI
in the Mortgage Loans, including all amounts (other than
Non-Transferred
Interest Amounts) received or receivable by CRMSI on or with
respect to the
Mortgage Loans on or after the Cut-Off Date (but not payments of
principal and
interest received on the Mortgage Loans on or before the Cut-Off
Date and not
any Prepayment Charges received or receivable with respect to any
Mortgage
Loan), together with all of its right, title and interest in and to
the proceeds
of any title, hazard or other insurance policies, or Primary
Mortgage Insurance
Certificates, related to such Mortgage Loans. The transfer of the
Mortgage Loans
hereunder is absolute and is intended by the parties hereto as a
sale. It is the
intention of CRMSI that all Mortgage Loans transferred to the Trust
Fund be
removed from CRMSI's assets and estate. If the transfer of the
Mortgage Loans is
instead characterized as a pledge and not as a sale, then (x) CRMSI
shall be
deemed to have granted to the Trustee a first priority security
interest in all
of CRMSI's right, title and interest in and to such the Mortgage
Loans and other
assets of the Trust Fund and (y) it is the intention of the parties
that this
Agreement constitute a security agreement under applicable law in
favor of the
Trustee, as secured party hereunder. CRMSI shall not transfer any
additional
property to the Trust Fund except as expressly permitted by this
Agreement.
(a) (1) In
connection with such transfer and assignment of Mortgage Loans,
CRMSI does herewith deliver to the Trustee (or to the Custodian on
behalf of the
Trustee) to be held in trust the following documents or instruments
with respect
to each Mortgage Loan so transferred and assigned (except where,
and to the
extent, CRMSI is complying with Section 2.01(b)):
(i) The Mortgage Note, endorsed (whether by means of an allonge
or
otherwise)
by manual or facsimile signature without recourse by the
Originator
or an Affiliate of the 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 Originator and
from such
Affiliate to the Trustee or, for any lost, misplaced or
destroyed
Mortgage Note, an original Lost Note Affidavit, provided that
endorsement is not required where MERS is the named payee or the
nominee
of the
named payee;
(ii) The original recorded Mortgage 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) Any original assumption or modification agreement
applicable
to the
Mortgage;
(iv) An assignment from the Originator to the Trustee in
recordable
form
(subject to proviso (x) below) 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 CRMSI or an Affiliate of CRMSI and
to the
Trustee, provided that (x) any blanket assignment delivered
pursuant
to this clause (a)(1)(iv) shall not be in recordable form but
shall be
delivered together with a limited power of attorney to
authorize
the
Custodian, on behalf of the Trustee, and the Trustee to act for
the
Originator
in preparing, executing, delivering and recording in the name
of the
Trustee any instruments for recording assignments of the
related
Mortgages
to the Trustee, (y) if the Mortgage is registered with MERS,
only
assignments from the originator of the Mortgage to MERS will be
required
and (z) if the Mortgage was originated with MERS as the
original
mortgagee,
no interim assignment will be required; and
(v) Either (x) 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) or the title searches 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
Issue Date or other evidence of title or (y) in jurisdictions
where
such
practice is customary and acceptable, an attorney's opinion as
to
title or
an insured title report.
(2) In
addition, CRMSI, concurrently with the execution and delivery
of
this
Agreement and in connection with such transfer and assignment
of
Mortgage
Loans shall deposit in the Collection Account the amount of all
payments
received by CRMSI after the Cut-Off Date and prior to the Issue
Date with
respect to the Mortgage Loans, to the extent such payments are
being
transferred and assigned to the Trustee hereunder, except any
portion of
such payments on Mortgage Loans (including servicing fees) of a
type not
required to be deposited as specified in Article XII.
(b) In
instances where an original recorded Mortgage cannot be
delivered
to the Trustee by the Issue Date, due to a delay in the recording,
CRMSI may (a)
in lieu of delivering such original recorded Mortgage referred to
in clause
(a)(1)(ii) above, deliver to the Trustee a copy thereof, provided
that CRMSI
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 (a)(1)(iv) above to the Trustee, deliver
such
assignment to the Trustee completed except for recording
information. In such
instances, CRMSI will deliver the original recorded Mortgage and
completed
assignment (if applicable) to the Trustee promptly upon receipt
thereof. In
instances where an original recorded Mortgage or assignment has
been lost or
misplaced, CRMSI or the related title insurance company may
deliver, in lieu
thereof, a copy of such Mortgage or assignment bearing recordation
information.
In instances where the original or a copy of the title insurance
policy referred
to in clause (a)(1)(v)(x) above pertaining to a Mortgaged Property
cannot be
delivered to the Trustee by the Issue Date because such policy is
not yet
available, CRMSI may deliver to the Trustee a binder with respect
to such policy
and deliver the original or a copy of such policy to the Trustee
when available.
In instances where an original assumption or modification agreement
cannot be
delivered to the Trustee by the Issue Date, CRMSI may deliver a
certified copy
thereof, and will deliver the original assumption or modification
agreement to
the Trustee promptly upon receipt thereof.
CRMSI
agrees, at its own expense, to prepare (or to cause the Servicer
to
prepare) each assignment referred to in clause (a)(1)(iv) above and
deliver a
copy of each such assignment to the Trustee as soon as practicable
but not later
than 60 days after the Issue Date. CRMSI intends to effect (or to
cause the
Servicer to effect) recordation of each such assignment (or to
supply the
Trustee with evidence of recordation) as soon as practicable after
the Issue
Date in the appropriate public office for real property records in
each
jurisdiction in which such recordation is required by a Rating
Agency. In
addition, in the event that on a Distribution Date a Mortgage Loan
is 90 days
Delinquent, if recordation of assignment is required by any Rating
Agency under
its then current ratings criteria, then CRMSI shall effect
recordation of an
assignment of the related Mortgage to the Trustee promptly
thereafter. Except as
provided in this paragraph, neither CRMSI nor the Originator or any
Affiliate of
the Originator shall have any obligation to record any assignment
of any
Mortgage in order to name the Trustee as mortgagee of record. The
preceding
sentence shall not be in derogation of the obligation of CRMSI, the
Originator
and Affiliates of the Originator to record (and supply the Trustee
with evidence
thereof) assignments of Mortgages required in order that CRMSI, the
Originator
or an Affiliate of the Originator be shown as mortgagee of record
of each
Mortgage.
In the
case of Mortgage Loans which have been prepaid in full after
the
Cut-Off Date and prior to the Issue Date, CRMSI, in lieu of
delivering the above
documents to the Trustee (or to the Custodian on behalf of the
Trustee),
herewith delivers to the Trustee (or to the Custodian on behalf of
the Trustee)
a Request for Release as set forth in Section 3.12(a). In
connection with such
transfer and delivery of the balance of the Trust Fund, CRMSI,
concurrently with
the execution and delivery of this Agreement, shall deposit into
the Collection
Account cash in the amount (if any) specified in Article XII.
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, CRMSI or the Servicer, as applicable, shall do so by
delivery thereof
to the Custodian, to be held on behalf of the Trustee. The
functions of the
Trustee under this Agreement with respect to the custody,
acceptance, inspection
and release of the Mortgage Files (including the review provided
for in Section
2.02) shall be performed by the Custodian, on behalf of the
Trustee.
(c) The
parties hereto acknowledge and agree that it is not intended
that
any mortgage loan be included in the Trust Fund that is a
"High-Cost" or
"Covered" mortgage loan as defined by the U.S. Home Ownership and
Equity
Protection Act of 1994, as amended, or any other applicable local,
state or
federal predatory or abusive lending laws.
Section
2.02 Acceptance by Trustee.
The
Trustee, by execution and delivery hereof, acknowledges
receipt,
subject to the review described in the following paragraph, of the
documents and
other property referred to in Section 2.01 and declares that the
Trustee holds
and will hold such documents and other property, including property
yet to be
received in the Trust Fund, in trust, upon the trusts herein set
forth, for the
benefit of all present and future Certificateholders.
The
Trustee (or the Custodian on the Trustee's behalf) shall, for
the
benefit of the Certificateholders, review each Mortgage File within
120 days
after the Issue Date, to ascertain that all required documents have
been
executed, received and recorded, if applicable, and that such
documents relate
to the Mortgage Loans identified in Exhibit B. If in the course of
such review
the Trustee finds a document or documents constituting a part of a
Mortgage File
to be defective in any material respect, the Trustee shall promptly
so notify
CRMSI, whereupon CRMSI shall have a period of 180 days within which
to correct
or cure any such defect (including correction or cure by
substitution if
permitted by Section 2.04). If any such material defect has not
been corrected
or cured, CRMSI will, not later than 180 days after the Trustee's
notice
respecting such defect, repurchase the related Mortgage Loan from
the Trustee at
a price (the "Loan Repurchase Price") equal to (i) the Loan Balance
of such
Mortgage Loan as of the date of repurchase, plus, (ii) to the
extent not
previously advanced by the Servicer, accrued and unpaid interest
thereon at the
Mortgage Note Rate to (but not including) the date of repurchase,
plus (iii) any
unreimbursed payments with respect to such Mortgage Loan, to the
extent not
covered in (ii) above, as part of a Servicing Advance or a Periodic
Interest
Advance, plus (iv) any unreimbursed costs, penalties or damages
incurred by the
Trustee or the Trust Fund in connection with any violation of
applicable
predatory or abusive lending laws with respect to such Mortgage
Loan or
otherwise incurred in connection with such material defect.
Notwithstanding the
preceding two sentences, any material defect that causes a Mortgage
Loan to fail
to constitute a "qualified mortgage" within the meaning of Code
Section
860G(a)(3) shall either be corrected or cured by CRMSI or, failing
such
correction or cure, CRMSI shall repurchase such Mortgage Loan at
the Loan
Repurchase Price (or, if within two years of the Startup Day, or
such other
period as may be permitted by the REMIC Provisions, substitute a
Qualified
Substitute Mortgage Loan therefor pursuant to Section 2.04) no
later than 90
days after the discovery of such material defect. Any such
repurchase shall be
considered a prepayment in full of such Mortgage Loan on date of
repurchase and
shall be deposited by CRMSI in the Collection Account and, upon
receipt by the
Trustee of written notification of such deposit signed by an
Authorized Officer
of CRMSI, the Trustee shall release to CRMSI or its designee the
related
Mortgage File and shall execute and deliver such instruments of
transfer or
assignment furnished to the Trustee, in each case without recourse,
as CRMSI
shall reasonably request, to vest in CRMSI or such designee any
Mortgage Loan so
released. Any repurchase by CRMSI of a Mortgage Loan hereunder
shall be deemed
to include the right to receive any Scheduled Payment or other
remittance
thereon payable or received after the date of repurchase, and the
Trustee or the
Paying Agent shall, upon receipt thereof, promptly remit the amount
of such
Scheduled Payment or other remittance to CRMSI. It is understood
and agreed that
the obligation of CRMSI to repurchase any Mortgage Loan or make a
substitution
therefor pursuant to Section 2.04 as to which a material defect in
a constituent
document exists shall constitute the sole remedy against CRMSI with
respect to
such defect available to the Certificateholders or the Trustee on
behalf of the
Certificateholders.
Section
2.03 Representations and Warranties of CRMSI and CMI.
(a) CRMSI
makes the representations and warranties set forth in Article
XIV to the Trustee (which representations are incorporated by
reference herein
as though set forth below in this Section 2.03(a)) and, in
addition, CRMSI
hereby represents and warrants to the Trustee that:
(i) The information set forth in Exhibit B was true and correct
in
all
material respects as of the Cut-Off Date.
(ii) As of the Issue Date, each Mortgage is a valid first lien
on
the
property securing the related Mortgage Note subject only to (a)
the
lien of
current real property taxes and assessments, (b) covenants,
conditions
and restrictions, rights of way, easements and other matters of
public
record as of the date of recording of such Mortgage, such
exceptions
appearing of record being acceptable to mortgage lending
institutions generally or specifically referred to in the title
insurance
policy or
reflected in the appraisal obtained in connection with the
origination of the related Mortgage Loan and (c) other matters to
which
like
properties are commonly subject that do not in the aggregate
materially
interfere with the benefits of the security intended to be
provided
by such Mortgage.
(iii) Immediately prior to the transfer of the Mortgage Loans to
the
Trustee, CRMSI
has good title to, and is the sole owner of, each Mortgage
Loan
(except as set forth in clause (v) below) and immediately upon
the
transfer
and assignment herein contemplated, CRMSI will have taken all
steps
necessary so that the Trustee will have good title to, and will
be
the sole
owner of, each Mortgage Loan (except as set forth in clause (v)
below).
(iv) As of the Cut-Off Date, except as stated in Article XIV,
no
payment of
principal of or interest on or in respect of any Mortgage Loan
is more
than 30 days Delinquent.
(v) As of the Issue Date, there is no mechanics' lien or claim
for
work,
labor or material affecting the premises subject to any
Mortgage
which is
or may be a lien prior to, or equal with, the lien of such
Mortgage
except those which are insured against by the title insurance
policy or
report referred to in (x) below.
(vi) As of the Issue Date, there is no delinquent tax or
assessment
lien
against any Mortgaged Property.
(vii) As of the Issue Date, there is no valid offset, defense
or
counterclaim to any Mortgage Note or Mortgage, including the
obligation of
the
Mortgagor to pay the unpaid principal and interest on such
Mortgage
Note.
(viii) As of the Issue Date, each Mortgaged Property is free of
substantial damage.
(ix) Each Mortgage Loan, at the time it was originated, complied
in
all
material respects with applicable State, local and federal
laws,
including,
but not limited to, all applicable usury, equal credit
opportunity and disclosure laws and all applicable Predatory
Lending Laws.
(x) A lender's title insurance policy or binder (which policy
was
issued in
standard ALTA or equivalent form), insured title report or
other
assurance
of title customary in the relevant jurisdiction, was issued on
the date
of the origination of each Mortgage Loan and, as of the Issue
Date, each
such policy, binder, report or assurance is valid and remains
in full
force and effect.
(xi) The Mortgage Loans conform in all material respects with
the
descriptions thereof in the Prospectus relating to the
Certificates.
(xii) The original principal balance of each Mortgage Loan was
not
more than
100% of the Original Value of such Mortgage Loan.
(xiii) For each Mortgage where a Lost Note Affidavit has been
delivered
to the Trustee, the related original Mortgage Note is no longer
in
existence.
(xiv) As of the Issue Date, each Mortgage was recorded (or was
in
the
process of being recorded) in the name of CRMSI or an Affiliate
of
CRMSI.
(xv) No Mortgage has been satisfied, canceled, subordinated or
rescinded,
in whole or in part, and the related Mortgaged Property has not
been
released from the lien of the Mortgage, in whole or in part, nor
has
any
instrument been executed that would effect any such
satisfaction,
release,
cancellation, subordination or rescission.
(xvi) No fraud or material misrepresentation with respect to
the
origination of a Mortgage Loan has been committed by CRMSI or
any
Affiliate
of CRMSI;
(xvii) The proceeds of each Mortgage Loan have been fully
disbursed
and there
is no requirement for future advances thereunder.
(xviii) As of the date of origination and as of the Cut-Off Date,
to
the best
of CRMSI's knowledge, each Mortgaged Property was lawfully
occupied.
(xix) The servicing and collection practices used in connection
with
each
Mortgage Loan have been in all material respects in accordance
with
applicable
law.
(xx) As of the Cut-Off Date, there was no proceeding pending or,
to
CRMSI's
knowledge, threatened for the total or partial condemnation of
a
Mortgaged
Property.
(xxi) As of the Cut-Off Date, no Mortgagor was a debtor in any
state
or federal
bankruptcy or insolvency proceeding.
(xxii) The Mortgage Documents for all Mortgage Loans have been
delivered
to the Custodian or will be so delivered within a reasonable
time after
receipt thereof from a settlement agent or recording officer.
(xxiii) No Mortgage Loan contains provisions pursuant to which
Scheduled
Payments are paid or partially paid with funds deposited in any
separate
account established by the Originator or any other person on
behalf of
the Mortgagor, or contains any similar provisions which may
constitute
a "buydown" provision.
(xxiv) No Mortgage Loan is a high cost loan under the Predatory
Lending
Law of any jurisdiction in which a Mortgaged Property is
located.
No
Mortgage Loan is a "High Cost Loan" or "Covered Loan," as such
terms
are
defined in the current version of Standard & Poor's
LEVELS(R)
Glossary,
(Version 5.7 Revised). No Mortgage Loan originated on or after
October 1,
2002 through March 6, 2003 is governed by the Georgia Fair
Lending
Act.
(xxv) Each Mortgage Loan is a "qualified mortgage" within the
meaning of
Section 860G(a)(3) of the Code.
(xxvi) Each Mortgage Loan was originated by an entity described
in
Section
3(a)(41)(A)(ii) of the Exchange Act.
(xxvii) As of the Issue Date, no Mortgage or Mortgage Note has
been
modified
in any material respect, except by a written instrument that
has
been
recorded or submitted for recordation, if necessary, to protect
the
interests
of the Certificateholders and the original or a copy of which
has been
delivered to the Custodian.
(xxviii) To the best of CRMSI's knowledge, at the Issue Date,
the
improvements upon each Mortgaged Property are covered by a valid
and
existing
hazard insurance policy with a generally acceptable carrier
that
provides
for fire and extended coverage and coverage for such other
hazards as
are customary in the area where the Mortgaged Property is
located.
(xxix) To the best of CRMSI's knowledge, at the Issue Date, if
the
Mortgaged
Property is in an area identified in the Federal Register by
the
Federal
Emergency Management Agency as having special flood hazards, a
flood
insurance policy in a form meeting the requirements of the
current
guidelines
of the Flood Insurance Administration is in effect with respect
to such
Mortgaged Property with a generally acceptable carrier.
(xxx) The Mortgage Loans were not selected from the
Originator's
portfolio
of non-prime and sub-prime residential mortgage loans on the
Cut-Off
Date in a manner believed to be adverse to the interests of the
Certificateholders.
The
representations and warranties set forth in, or incorporated by
reference in, this Section 2.03(a) and the warranty set forth in
Section 14.02
shall survive delivery of the Mortgage Loans to the Trustee. Upon
discovery by
CRMSI, the Certificate Administrator or the Trustee of a breach of
the warranty
set forth in Section 14.02, or any of the foregoing representations
and
warranties that materially and adversely affects the interests of
the
Certificateholders in the related Mortgage Loan (including any
Mortgage Loan
substituted for a nonconforming Mortgage Loan pursuant to Section
2.04), the
party discovering such breach shall give prompt written notice to
the other
parties hereto. If within 60 days of the date of such notice of
breach or, with
the prior written consent of a Responsible Officer of the Trustee,
such longer
period specified in such consent, CRMSI does not cure such breach
in all
material respects (including by substitution of one or more
Qualified Substitute
Mortgage Loans if permitted by Section 2.04), CRMSI shall
repurchase such
Mortgage Loan from the Trustee. With respect to the representations
and
warranties described in this Section 2.03(a) that are made to the
best of
CRMSI's knowledge, if it is discovered by any of CRMSI, the
Certificate
Administrator or the Trustee that the substance of such
representation and
warranty is inaccurate and such inaccuracy materially and adversely
affects the
interests of the Certificateholders in the related Mortgage
Loan,
notwithstanding CRMSI's lack of knowledge with respect to the
substance of such
representation or warranty, such inaccuracy shall be deemed a
breach of the
applicable representation or warranty.
Any such
repurchase of a Mortgage Loan by CRMSI shall be accomplished in
the manner set forth in Section 2.02 and at the Loan Repurchase
Price. Any such
repurchase shall be considered a prepayment in full of such
Mortgage Loan on
date of repurchase and shall be deposited by CRMSI in the
Collection Account
and, upon receipt by the Trustee of written notification of such
deposit signed
by an Authorized Officer of CRMSI, the Trustee shall release to
CRMSI or its
designee the related Mortgage File and shall execute and deliver
such
instruments of transfer or assignment, in each case without
recourse, as CRMSI
shall reasonably request, to vest in CRMSI or such designee any
Mortgage Loan so
released. Any repurchase by CRMSI of a Mortgage Loan hereunder
shall be deemed
to include the right to receive any Scheduled Payment or other
remittance
thereon payable or received after the date of repurchase, and the
Trustee or the
Paying Agent shall, upon receipt thereof, promptly remit the amount
of such
Scheduled Payment or other remittance to CRMSI. It is understood
and agreed that
the obligation of CRMSI to repurchase or substitute (as provided in
Section
2.04) any Mortgage Loan as to which a breach occurred and is
continuing shall
constitute the sole remedy against CRMSI respecting such breach
available to the
Certificateholders or the Trustee on behalf of the
Certificateholders.
(b) CMI
hereby represents and warrants to the Trustee as follows:
(i) It is a corporation validly existing and in good standing
under
the laws
of the State of New York and is duly authorized and qualified
to
transact
any and all business contemplated by this Agreement to be
conducted
by the Servicer.
(ii) It has the full corporate power and authority to service
each
Mortgage
Loan and to execute, deliver and perform, and to enter into and
consummate
the transactions contemplated by this Agreement and has duly
authorized, by all necessary corporate action on its part, the
execution,
delivery and
performance of this Agreement.
(iii) The execution and delivery of this Agreement by it, the
servicing
of the Mortgage Loans by it under this Agreement, 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 material
breach of
any term or provision of the charter or by-laws of the Servicer
or (B)
materially conflict with, result in a material breach, violation
or
acceleration of, or result in a material default under, the terms
of any
other
material agreement or instrument to which it is a party or by
which
it may be
bound, or (C) constitute a material violation of any statute,
order or
regulation applicable to it of any court, regulatory body,
administrative agency or governmental body having jurisdiction over
it.
(iv) It is a HUD-approved mortgagee.
(v) No litigation is pending or, to the best of its knowledge,
threatened, against the Servicer that would materially and
adversely
affect the
execution, delivery or enforceability of this Agreement or its
ability to
service the Mortgage Loans or to perform any of its other
obligations under this Agreement in accordance with the terms
hereof.
Section
2.04 Substitution of Qualified Substitute Mortgage Loans for
Nonconforming Mortgage Loans.
(a) CRMSI
shall have the right, in an event requiring a repurchase
pursuant to Section 2.02 or 2.03(a), to substitute one or more
Qualified
Substitute Mortgage Loans for any one or more nonconforming
Mortgage Loans, any
such substitution to take place on the Business Day designated by
CRMSI (the
"Substitution Day") occurring before a date two years after the
Startup Day,
subject to the Trustee receiving an Officer's Certificate of CRMSI
attaching as
an exhibit a supplemental Mortgage Loan schedule (the "Supplemental
Mortgage
Loan Schedule") setting forth the same type of information as
appears on the
Mortgage Loan Schedule and representing as to the accuracy thereof
and
confirming that the representations and warranties contained in
Section 2.03(a)
(other than paragraphs (i) and (xi) thereof) are true and correct
in all
material respects with respect to the Qualified Substitute Mortgage
Loans on and
as of the Substitution Day, provided that remedies for the
inaccuracy of such
representation are limited as set forth in Sections 2.02, 2.03(a)
and this 2.04.
CRMSI shall also deposit or cause to be deposited on the
Substitution Day (i) an
amount equal to any unreimbursed costs, penalties or damages
incurred by the
Trustee or the Trust Fund in connection with any violation of
applicable
predatory or abusive lending laws with respect to such
nonconforming Mortgage
Loan or Loans and (ii) any Substitution Adjustment Amount with
respect to such
Qualified Substitute Mortgage Loan or Loans.
(b) In the
event that, on the Substitution Day, any Prepaid Installments
have been deposited for such replaced Mortgage Loan, the full
amount of such
Prepaid Installments shall be paid on the Substitution Day to CRMSI
from the
Collection Account.
(c)
Concurrently with the satisfaction of the conditions set forth
in
Section 2.04(a) and the grant of such Qualified Substitute Mortgage
Loans to the
Trustee pursuant to Section 2.04(a), (A) Exhibit B to this
Agreement shall be
deemed to be amended to exclude all Mortgage Loans being replaced
by such
Qualified Substitute Mortgage Loans and to include, pursuant to
Section 10.01,
the information set forth on the Supplemental Mortgage Loan
Schedule with
respect to such Qualified Substitute Mortgage Loans, and all
references in this
Agreement to Mortgage Loans shall include such Qualified Substitute
Mortgage
Loans and (B) the Trustee shall release to CRMSI or its designee
the
nonconforming Mortgage Loan or Loans and related Mortgage Files and
execute and
deliver such instruments of transfer or assignment as may be
required to
transfer, without recourse, to CRMSI or such designee such
nonconforming
Mortgage Loan or Loans.
Section
2.05 [Reserved].
Section
2.06 Authentication of Certificates.
The
Trustee has authenticated and delivered or caused to be
authenticated
and delivered to or upon a Depositor Order, in exchange for the
Mortgage Loans,
concurrently with the transfer and assignment to the Trustee of the
Mortgage
Loans, Certificates duly authenticated by the Trustee or an
Authenticating Agent
in authorized denominations evidencing the entire ownership of the
Trust Fund.
Section
2.07 Permitted Activities.
The Trust
is created for the object and purposes of engaging in Permitted
Activities.
Section
2.08 Additional Representations.
CRMSI
represents and warrants that
(a) The
Mortgage Notes constitute "instruments" within the meaning of
the
Delaware Uniform Commercial Code. All original executed Mortgage
Notes have been
or will be delivered to the Trustee (or the Custodian on its
behalf) in
accordance with this Agreement.
(b) The
Mortgage File Custodial Agreement provides that the Custodian
is
holding the Mortgage Notes that evidence the Mortgage Loans solely
on behalf of
and for the benefit of the Trustee and the Holders of
Certificates.
(c) None
of the Mortgage Notes has any marks or notations indicating
that
it has been pledged, assigned or otherwise conveyed to any person
other than
CRMSI and the Trustee.
(d) CRMSI
has not authorized the filing of, and is not aware of, any
financing statement against CRMSI that includes a description of
the Mortgage
Loans or the Mortgage Notes.
(e) CRMSI
is not aware of any judgment or tax lien filings against it.
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section
3.01 Servicing.
Acting
directly or through one or more Subservicers as provided in
Section
3.03, the Servicer shall service and administer the Mortgage Loans
in accordance
with this Agreement, the terms of the respective Mortgage Loans,
all applicable
laws (including, without limitation, any applicable predatory and
abusive
lending laws), and its normal and customary servicing standards,
and shall have
full power and authority, acting alone, 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. The Servicer shall not be required to
institute
litigation for collection of any payment if it reasonably questions
its ability
to enforce the provision of the Mortgage Loan under which the
payment is
required. Subject to the terms hereof, the Servicer shall have full
power and
authority to execute and deliver, on behalf of the Trustee,
customary consents,
waivers and similar instruments.
Subject to
Section 3.03, the Servicer may, and is hereby authorized to,
perform any of its servicing responsibilities with respect to all
or certain of
the Mortgage Loans through a Subservicer as it may from time to
time designate,
but no such designation of a Subservicer shall serve to release the
Servicer
from any of its obligations under this Agreement. Such Subservicer
shall have
the rights and powers of the Servicer which have been delegated to
such
Subservicer with respect to such Mortgage Loans under this
Agreement.
Without
limiting the generality of the foregoing, but subject to
Sections
3.11 and 3.12, the Servicer in its own name or in the name of a
Subservicer may
be authorized and empowered pursuant to a power of attorney
executed and
delivered by the Trustee to execute and deliver, and may be
authorized and
empowered by the Trustee to execute and deliver, on behalf of
itself, the
Holders and the Trustee or any of them, (i) 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, (ii) to institute foreclosure proceedings or
obtain a deed
in lieu of foreclosure so as to effect ownership of any Mortgaged
Property in
the name of the Servicer on behalf of the Trustee, and (iii) to
hold title to
any Mortgaged Property upon such foreclosure or deed in lieu of
foreclosure on
behalf of the Trustee. Section 3.11(a) and Section 3.12(a) shall
each constitute
a revocable power of attorney from the Trustee to the Servicer to
execute an
instrument of satisfaction (or assignment of mortgage without
recourse) for any
Mortgage Loan held by the Trustee paid in full or foreclosed (or
for which
payment in full has been escrowed). Revocation of such power of
attorney shall
take effect upon (i) the receipt by the Servicer of written notice
thereof from
the Trustee or (ii) the termination of the Trust. Upon written
instructions from
the Servicer, the Trustee shall execute any documentation furnished
to it by the
Servicer for recordation by the Servicer in the appropriate
jurisdictions as
shall be necessary to effectuate the foregoing. Subject to Sections
3.11 and
3.12, the Trustee shall execute a power of attorney to the Servicer
or any
Subservicer and furnish them with any other documents as the
Servicer or such
Subservicer shall reasonably request in writing to enable the
Servicer and such
Subservicer to carry out their respective servicing and
administrative duties
hereunder.
The Servicer
shall give prompt written notice to the Trustee of any
action, of which the Servicer has actual knowledge, to (i) assert a
claim
against the Trust or (ii) assert jurisdiction over the Trust.
Section
3.02 Collection of Mortgage Payments.
The
Servicer shall make reasonable efforts to collect all payments
called
for under the terms of the Mortgage Loans and shall, to the extent
such
procedures shall be consistent with this Agreement and the terms
and provisions
of any insurance policy relating to a Mortgage Loan or Mortgaged
Property,
follow collection procedures for all Mortgage Loans at least as
rigorous as
those applied to similar mortgage loans held in its own portfolio.
Consistent
with the foregoing, and unless otherwise provided in Article XII,
the Servicer
may in its discretion (a) waive or permit to be waived any late
payment charge,
prepayment charge, assumption fee or any penalty interest in
connection with the
prepayment of a Mortgage Loan or any other fee or charge that the
Servicer would
be entitled to retain as servicing compensation and (b) arrange
with a Mortgagor
a schedule for payment of Delinquent sums provided that, if such
arrangement is
for a period of more than 90 days, the Servicer reasonably believes
that without
such arrangement, the Mortgagor would default on the Mortgage Loan.
In addition,
in the event the Servicer shall consent to the deferment of the due
date for any
installment due on a Mortgage Loan, such Mortgage Loan shall be
considered
Delinquent to the same extent as if such installment had not been
deferred.
Section
3.03 Subservicing Agreements.
The
Servicer may enter into Subservicing Agreements for the servicing
and
administration of Mortgage Loans with any institution which (x) is
authorized
under the laws of each state necessary to enable it to perform its
obligations
under such Subservicing Agreement and (y) has experience servicing
mortgage
loans that are similar to the Mortgage Loans. The Servicer shall
give written
notice to the Trustee and the Rating Agencies of the appointment of
any
Subservicer (and shall receive the written confirmation of the
Rating Agencies
that such appointment shall not result in a withdrawal or
downgrading by any
Rating Agency of the then current rating of the Certificates). For
purposes of
this Agreement, the Servicer shall be deemed to have received
payments on
Mortgage Loans when a Subservicer has received such payments. Each
Subservicer
shall be expressly required to service the Mortgage Loans in
accordance with
this Agreement, and each Subservicing Agreement shall be consistent
with and not
violate the provisions of this Agreement and shall provide that the
Trustee (if
acting as successor Servicer) or any other successor Servicer shall
have the
right to terminate such agreement without payment of any penalty if
the original
Servicer is terminated or resigns. The Servicer shall deliver to
the Trustee
copies of all Subservicing Agreements and any amendments or
modifications
thereof promptly upon the execution thereof.
Notwithstanding the foregoing, to the extent the Servicer engages
any
affiliate or third party vendor pursuant to Section 6.06 or this
Section 3.03,
including any Subservicer, in connection with the performance of
any of its
duties under this Agreement, the Servicer shall immediately notify
the Depositor
in writing of such engagement. To the extent the Depositor notifies
the Servicer
and the Trustee that it has determined that any such affiliate,
third party
vendor or Subservicer is a Servicing Function Participant, the
Servicer shall
cause such Servicing Function Participant to prepare a separate
assessment and
attestation report, as contemplated by Section 3.19 of this
Agreement and
deliver such report to the Trustee as set forth in Section 3.22 of
this
Agreement. In addition, to the extent the Depositor notifies the
Servicer and
the Trustee that it has determined that any such Servicing Function
Participant
would be a "servicer" within the meaning of Item 1101 of Regulation
AB and meets
the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB
(an
"Additional Servicer"), the Servicer shall cause such Additional
Servicer to
prepare a separate compliance statement as contemplated by Section
3.14 of this
Agreement and deliver such statement to the Depositor and the
Trustee as set
forth in Section 3.14 of this Agreement.
In
addition, if the Depositor determines any such Servicing
Function
Participant would be a "servicer" within the meaning of Item 1101
of Regulation
AB, the Servicer shall cause such Servicing Function Participant to
provide the
Depositor and the Trustee the information required by Section
1108(b) and
1108(c) of Regulation AB within two Business Days following such
engagement. To
the extent the Servicer terminates any such Servicing Function
Participant that
the Depositor has determined is a "servicer" within the meaning of
Item 1101 of
Regulation AB, the Servicer shall provide the Depositor and the
Trustee the
information required to enable the Trustee to accurately and timely
report such
event under Item 6.02 of Form 8-K (if the Trust's Exchange Act
reporting
requirements have not been suspended pursuant to Section 15(d) of
the Exchange
Act as set forth in Section 4.09 of this Agreement).
Section
3.04 No Contractual Relationship.
Any
Subservicing Agreement and any other transactions or services
relating
to the Mortgage Loans involving a Subservicer shall be between the
Subservicer
and the Servicer alone, and the Trustee and the Holders shall not
be deemed
parties thereto and shall have no claims, rights, obligations,
duties or
liabilities with respect to any Subservicer except as set forth in
Section 3.05.
Section
3.05 Assumption or Termination of Subservicing Agreement.
In
connection with the assumption of the responsibilities, duties
and
liabilities and of the authority, power and rights of the Servicer
hereunder by
the Trustee pursuant to Section 7.01, the Servicer's rights and
obligations
under any Subservicing Agreement shall be assumed simultaneously by
the Trustee
without act or deed on part of the Trustee; provided, however, that
the Trustee
(if acting as successor Servicer) or any other successor Servicer
may terminate
the Subservicer as provided in Section 3.03.
The
Servicer shall at its expense, upon the reasonable request of
the
Trustee, deliver to the assuming party documents and records
relating to each
Subservicing Agreement and an accounting of amounts collected and
held by it and
otherwise use its best reasonable efforts to effect the orderly and
efficient
transfer of the Subservicing Agreements to the assuming party.
Section
3.06 Collection Account; Remittances to Certificate Account.
(a) The
Servicer shall establish and maintain at Citibank (West) fsb or
at
one or more Depositories the Collection Account to be held as a
trust account.
Each Collection Account shall be established in the name of the
Trustee, as
trustee for the Holders of the Series of Certificates specified in
Article XII.
If the institution at any time holding the Collection Account
ceases to be
eligible as a Depository, then the Servicer shall immediately name
a successor
institution meeting the requirements for a Depository. If the
Servicer fails to
name such a successor institution, then the Collection Account
shall thenceforth
be held as a trust account with a qualifying Depository selected by
the Trustee.
The Servicer shall notify the Trustee if there is a change in the
name, account
number or institution holding the Collection Account.
(b) The
Servicer may deposit in the Collection Account the appropriate
payments, collections and funds in respect of one or more series of
certificates
issued under a registration statement covering the Certificates or
similar
certificates; provided that the senior class of certificates of
each such other
series and the senior Class of Certificates are rated either "AAA"
or in the
category "AA" or its equivalent by each Rating Agency, and provided
further that
separate accounting for each series is maintained.
The
Servicer shall not commingle funds and other property in the
Collection Account with any other funds or property of the Servicer
or the
Trustee. However, in order to efficiently transfer funds in the
Collection
Account to the Certificate Account, so long as CM
