EXHBIT 4.1
GREENPOINT MORTGAGE SECURITIES LLC,
Depositor,
GREENPOINT MORTGAGE FUNDING, INC.,
Servicer,
and
[ ]
Trustee
FORM OF POOLING AND SERVICING AGREEMENT
Dated as of [________] 1, 20[_]
Mortgage Asset-Backed Pass-Through Certificates
Series 20[__]-[_]
TABLE OF CONTENTS
ARTICLE I DEFINITIONS................................................................................6
Section 1.01. Definitions.......................................................................6
Section 1.02. Determination of One-Month LIBOR.................................................59
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES...........................61
Section 2.01. Conveyance of Mortgage Loans.....................................................61
Section 2.02. Acceptance by Trustee............................................................64
Section 2.03. Representations, Warranties and Covenants of the Servicer and the
Depositor........................................................................65
Section 2.04. Representations and Warranties of GMFI...........................................68
Section 2.05. Execution and Authentication of Certificates; Conveyance of
Uncertificated REMIC Regular Interests...........................................70
Section 2.06. Purposes and Powers of the Trust.................................................70
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS............................................72
Section 3.01. Servicer to Act as Servicer......................................................72
Section 3.02. Subservicing Agreements Between Servicer and Subservicers; Enforcement of
Subservicers' Obligations; Special Servicing.....................................73
Section 3.03. Successor Subservicers...........................................................74
Section 3.04. Liability of the Servicer........................................................75
Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
Certificateholders...............................................................75
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee..................75
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account..........................................................................76
Section 3.08. Subservicing Accounts; Servicing Accounts........................................78
Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage
Loans............................................................................80
Section 3.10. Permitted Withdrawals from the Custodial Account.................................80
Section 3.11. Maintenance of Primary Insurance Coverage........................................82
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage................82
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments..................................................84
Section 3.14. Realization Upon Defaulted Mortgage Loans........................................86
Section 3.15. Trustee to Cooperate; Release of Mortgage Files..................................88
Section 3.16. Servicing and Other Compensation; Compensating Interest..........................90
Section 3.17. Reports to the Trustee and the Depositor.........................................91
Section 3.18. Annual Statement as to Compliance................................................91
Section 3.19. Annual Independent Public Accountants' Servicing Report..........................91
Section 3.20. Right of the Depositor in Respect of the Servicer................................92
Section 3.21. Advance Facility.................................................................92
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS............................................................97
Section 4.01. Certificate Account..............................................................97
Section 4.02. Distributions....................................................................97
Section 4.03. Statements to Certificateholders; Statements to Rating Agencies; Exchange
Act Reporting...................................................................101
Section 4.04. Distribution of Reports to the Trustee and the Depositor; Advances by the
Servicer........................................................................105
Section 4.05. Allocation of Realized Losses...................................................107
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property...................108
Section 4.07. Optional Purchase of Defaulted Mortgage Loans...................................109
Section 4.08. Swap Agreement..................................................................109
ARTICLE V THE CERTIFICATES.........................................................................112
Section 5.01. The Certificates................................................................112
Section 5.02. Registration of Transfer and Exchange of Certificates...........................114
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates...............................119
Section 5.04. Persons Deemed Owners...........................................................120
Section 5.05. Appointment of Paying Agent.....................................................120
ARTICLE VI THE DEPOSITOR AND THE SERVICER...........................................................121
Section 6.01. Respective Liabilities of the Depositor and the Servicer........................121
Section 6.02. Merger or Consolidation of the Depositor or the Servicer; Assignment of
Rights and Delegation of Duties by Servicer.....................................121
Section 6.03. Limitation on Liability of the Depositor, the Servicer and Others...............122
Section 6.04. Depositor and Servicer Not to Resign............................................123
ARTICLE VII DEFAULT..................................................................................124
Section 7.01. Events of Default...............................................................124
Section 7.02. Trustee or Depositor to Act; Appointment of Successor...........................125
Section 7.03. Notification to Certificateholders..............................................127
Section 7.04. Waiver of Events of Default.....................................................127
ARTICLE VIII CONCERNING THE TRUSTEE...................................................................128
Section 8.01. Duties of Trustee...............................................................128
Section 8.02. Certain Matters Affecting the Trustee...........................................129
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans...........................131
Section 8.04. Trustee May Own Certificates....................................................131
Section 8.05. Servicer to Pay Trustee's Fees and Expenses; Indemnification....................131
Section 8.06. Eligibility Requirements for Trustee............................................132
Section 8.07. Resignation and Removal of the Trustee..........................................132
Section 8.08. Successor Trustee...............................................................133
Section 8.09. Merger or Consolidation of Trustee..............................................134
Section 8.10. Appointment of Co-Trustee or Separate Trustee...................................134
Section 8.11. Appointment of Custodians.......................................................135
Section 8.12. Appointment of Office or Agency.................................................135
Section 8.13. DTC Letter of Representations...................................................136
Section 8.14. [Swap Agreement.]...............................................................136
ARTICLE IX TERMINATION..............................................................................137
Section 9.01. Termination Upon Purchase or Liquidation of All Mortgage Loans..................137
Section 9.02. Additional Termination Requirements.............................................142
ARTICLE X REMIC PROVISIONS.........................................................................143
Section 10.01. REMIC Administration............................................................143
Section 10.02. Servicer, REMIC Administrator and Trustee Indemnification.......................146
ARTICLE XI MISCELLANEOUS PROVISIONS.................................................................148
Section 11.01. Amendment.......................................................................148
Section 11.02. Recordation of Agreement; Counterparts..........................................150
Section 11.03. Limitation on Rights of Certificateholders......................................151
Section 11.04. Governing Law...................................................................151
Section 11.05. Notices.........................................................................152
Section 11.06. Notices to Rating Agencies......................................................152
Section 11.07. Severability of Provisions......................................................153
Section 11.08. Supplemental Provisions for Resecuritization....................................153
Section 11.09. Intended Third Party Beneficiary................................................154
ARTICLE XII COMPLIANCE WITH REGULATION AB............................................................155
Section 12.01. Intent of the Parties; Reasonableness...........................................155
Section 12.02. Additional Representations and Warranties of the Trustee........................155
Section 12.03. Information to Be Provided by the Trustee.......................................156
Section 12.04. Report on Assessment of Compliance and Attestation..............................156
Section 12.05. Indemnification; Remedies.......................................................156
EXHIBITS
Exhibit A Form of Class A Certificate
Exhibit B-1 Form of Class M Certificate
Exhibit B-2 Form of Class B Certificate
Exhibit C Form of Class SB Certificate
Exhibit D Form of Class R Certificate
Exhibit E Form of Custodial Agreement
Exhibit F Mortgage Loan Schedule
Exhibit G Form of Request for Release
Exhibit H-1 Form of Transfer Affidavit and Agreement
Exhibit H-2 Form of Transferor Certificate
Exhibit I Form of Investor Representation Letter
Exhibit J Form of Transferor Representation Letter
Exhibit K Form of Form 10-K Certification
Exhibit L Form of Back-Up Certification to Form 10-K Certification
Exhibit M Form of Lender Certification for Assignment of Mortgage Loan
Exhibit N Form of Rule 144A Investment Representation
Exhibit O Form of ERISA Representation Letter for Class SB Certificates
Exhibit P Form of ERISA Representation Letter for Class M Certificates
Exhibit Q Information to be Provided by the Servicer to the Rating Agencies Relating to Reportable
Modified Mortgage Loans
Exhibit R Schedule of Swap Agreement Notional Balances
Exhibit S Swap Agreement
Exhibit T Servicing Criteria to be Addressed in Assessment of Compliance
This Pooling and Servicing Agreement, effective as of [________] 1, 20[_], among GREENPOINT MORTGAGE
SECURITIES LLC, as the depositor (together with its permitted successors and assigns, the “Depositor”),
GREENPOINT MORTGAGE FUNDING, INC., as Servicer (together with its permitted successors and assigns, the
“Servicer”), and [_____________], a banking association organized under the laws of the United States, as trustee
(together with its permitted successors and assigns, the “Trustee”).
PRELIMINARY STATEMENT:
The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in seventeen classes, which in the aggregate will evidence the entire
beneficial ownership interest in the Mortgage Loans (as defined herein) and certain other related assets.
REMIC I
As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets
consisting of the Mortgage Loans and certain other related assets (exclusive of the Swap Account and the Swap
Agreement) subject to this Agreement as a real estate mortgage investment conduit (a “REMIC”) for federal income
tax purposes, and such segregated pool of assets will be designated as “REMIC I.” The Class [R-I] Certificates
will represent the sole Class of “residual interests” in REMIC I for purposes of the REMIC Provisions (as defined
herein) under federal income tax law. The following table irrevocably sets forth the designation, remittance
rate (the “Uncertificated REMIC I Pass-Through Rate”) and initial Uncertificated Principal Balance for each of
the “regular interests” in REMIC I (the “REMIC I Regular Interests”). The “latest possible maturity date”
(determined solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I
Regular Interest shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated.
Uncertificated REMIC I Initial Uncertificated REMIC I Latest Possible
Designation Pass-Through Rate Principal Balance Maturity Date
[I-1-A] [____](1) [_______] [________] 20[_]
[I-1-B] [____](1) [_______] [________] 20[_]
[I-2-A] [____](1) [_______] [________] 20[_]
[I-2-B] [____](1) [_______] [________] 20[_]
[I-3-A] [____](1) [_______] [________] 20[_]
[I-3-B] [____](1) [_______] [________] 20[_]
[I-4-A] [____](1) [_______] [________] 20[_]
[I-4-B] [____](1) [_______] [________] 20[_]
[I-5-A] [____](1) [_______] [________] 20[_]
[I-5-B] [____](1) [_______] [________] 20[_]
[I-6-A] [____](1) [_______] [________] 20[_]
[I-6-B] [____](1) [_______] [________] 20[_]
[I-7-A] [____](1) [_______] [________] 20[_]
[I-7-B] [____](1) [_______] [________] 20[_]
[I-8-A] [____](1) [_______] [________] 20[_]
[I-8-B] [____](1) [_______] [________] 20[_]
[I-9-A] [____](1) [_______] [________] 20[_]
[I-9-B] [____](1) [_______] [________] 20[_]
[I-10-A] [____](1) [_______] [________] 20[_]
[I-10-B] [____](1) [_______] [________] 20[_]
[I-11-A] [____](1) [_______] [________] 20[_]
[I-11-B] [____](1) [_______] [________] 20[_]
[I-12-A] [____](1) [_______] [________] 20[_]
[I-12-B] [____](1) [_______] [________] 20[_]
[I-13-A] [____](1) [_______] [________] 20[_]
[I-13-B] [____](1) [_______] [________] 20[_]
[I-14-A] [____](1) [_______] [________] 20[_]
[I-14-B] [____](1) [_______] [________] 20[_]
[I-15-A] [____](1) [_______] [________] 20[_]
[I-15-B] [____](1) [_______] [________] 20[_]
[I-16-A] [____](1) [_______] [________] 20[_]
[I-16-B] [____](1) [_______] [________] 20[_]
[I-17-A] [____](1) [_______] [________] 20[_]
[I-17-B] [____](1) [_______] [________] 20[_]
[I-18-A] [____](1) [_______] [________] 20[_]
[I-18-B] [____](1) [_______] [________] 20[_]
[I-19-A] [____](1) [_______] [________] 20[_]
[I-19-B] [____](1) [_______] [________] 20[_]
[I-20-A] [____](1) [_______] [________] 20[_]
[I-20-B] [____](1) [_______] [________] 20[_]
[I-21-A] [____](1) [_______] [________] 20[_]
[I-21-B] [____](1) [_______] [________] 20[_]
[I-22-A] [____](1) [_______] [________] 20[_]
[I-22-B] [____](1) [_______] [________] 20[_]
[I-23-A] [____](1) [_______] [________] 20[_]
[I-23-B] [____](1) [_______] [________] 20[_]
[I-24-A] [____](1) [_______] [________] 20[_]
[I-24-B] [____](1) [_______] [________] 20[_]
[I-25-A] [____](1) [_______] [________] 20[_]
[I-25-B] [____](1) [_______] [________] 20[_]
[I-26-A] [____](1) [_______] [________] 20[_]
[I-26-B] [____](1) [_______] [________] 20[_]
[I-27-A] [____](1) [_______] [________] 20[_]
[I-27-B] [____](1) [_______] [________] 20[_]
[I-28-A] [____](1) [_______] [________] 20[_]
[I-28-B] [____](1) [_______] [________] 20[_]
[I-29-A] [____](1) [_______] [________] 20[_]
[I-29-B] [____](1) [_______] [________] 20[_]
[I-30-A] [____](1) [_______] [________] 20[_]
[I-30-B] [____](1) [_______] [________] 20[_]
[I-31-A] [____](1) [_______] [________] 20[_]
[I-31-B] [____](1) [_______] [________] 20[_]
[I-32-A] [____](1) [_______] [________] 20[_]
[I-32-B] [____](1) [_______] [________] 20[_]
[I-33-A] [____](1) [_______] [________] 20[_]
[I-33-B] [____](1) [_______] [________] 20[_]
[I-34-A] [____](1) [_______] [________] 20[_]
[I-34-B] [____](1) [_______] [________] 20[_]
[I-35-A] [____](1) [_______] [________] 20[_]
[I-35-B] [____](1) [_______] [________] 20[_]
[I-36-A] [____](1) [_______] [________] 20[_]
[I-36-B] [____](1) [_______] [________] 20[_]
[I-37-A] [____](1) [_______] [________] 20[_]
[I-37-B] [____](1) [_______] [________] 20[_]
[I-38-A] [____](1) [_______] [________] 20[_]
[I-38-B] [____](1) [_______] [________] 20[_]
[I-39-A] [____](1) [_______] [________] 20[_]
[I-39-B] [____](1) [_______] [________] 20[_]
[I-40-A] [____](1) [_______] [________] 20[_]
[I-40-B] [____](1) [_______] [________] 20[_]
[I-41-A] [____](1) [_______] [________] 20[_]
[I-41-B] [____](1) [_______] [________] 20[_]
[I-42-A] [____](1) [_______] [________] 20[_]
[I-42-B] [____](1) [_______] [________] 20[_]
[I-43-A] [____](1) [_______] [________] 20[_]
[I-43-B] [____](1) [_______] [________] 20[_]
[I-44-A] [____](1) [_______] [________] 20[_]
[I-44-B] [____](1) [_______] [________] 20[_]
[I-45-A] [____](1) [_______] [________] 20[_]
[I-45-B] [____](1) [_______] [________] 20[_]
[I-46-A] [____](1) [_______] [________] 20[_]
[I-46-B] [____](1) [_______] [________] 20[_]
[I-47-A] [____](1) [_______] [________] 20[_]
[I-47-B] [____](1) [_______] [________] 20[_]
[I-48-A] [____](1) [_______] [________] 20[_]
[I-48-B] [____](1) [_______] [________] 20[_]
[I-49-A] [____](1) [_______] [________] 20[_]
[I-49-B] [____](1) [_______] [________] 20[_]
[A-I] [____](1) [_______] [________] 20[_]
_______________
(1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate.
REMIC II
As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets
consisting of the REMIC I Regular Interests subject to this Agreement as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as “REMIC II.” The Class [R-II] Certificates will represent
the sole Class of “residual interests” in REMIC II for purposes of the REMIC Provisions (as defined herein) under
federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the
“Uncertificated REMIC II Pass-Through Rate”) and initial Uncertificated Principal Balance for each of the “regular
interests” in REMIC II (the “REMIC II Regular Interests”). The “latest possible maturity date” (determined
solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC II Regular
Interest shall be the Maturity Date. None of the REMIC II Regular Interests will be certificated.
Uncertificated REMIC II Initial Uncertificated REMIC II Latest Possible
Designation Pass-Through Rate Principal Balance Maturity Date
[LT1] [____](1 [_______] November 2035
[LT2] [____](1 [_______] November 2035
[LT3] [____](1 [_______] November 2035
[LT4] [____](1 [_______] November 2035
[LT-IO] [____](1 (2) November 2035
_______________
(1) Calculated as provided in the definition of Uncertificated REMIC II Pass-Through Rate.
(2) REMIC II Regular Interest LT-IO will not have an Uncertificated Principal Balance but will accrue interest
on its uncertificated notional amount calculated in accordance with the definition of “Uncertificated
Notional Amount” herein.
REMIC III
As provided herein, the REMIC Administrator will elect to treat the segregated pool of assets consisting
of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as REMIC III. The Class R-III Certificates will represent the sole Class of “residual
interests” in REMIC III for purposes of the REMIC Provisions under federal income tax law. The following table
irrevocably sets forth the designation, Pass-Through Rate, aggregate Initial Certificate Principal Balance,
certain features, month of Final Scheduled Distribution Date and initial ratings for each Class of Certificates
comprising the interests representing “regular interests” in REMIC III. The “latest possible maturity date”
(determined solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each Class of
REMIC III Regular Certificates shall be the Maturity Date.
Month of
Aggregate Final
Initial Scheduled
Pass-Through Certificate Distribution
Designation Type Rate Principal Balance Features Date Initial Ratings
[S&P] [Moody's]
Class [__] Regular(1) Adjustable $[_______] [Senior/Adjustable Rate] [___] 20[_] [AAA] [Aaa]
Class [__] Regular(1) Adjustable $[_______] [Senior/Adjustable Rate] [___] 20[_] [AAA] [Aaa]
Class [__] Regular(1) Adjustable $[_______] [Senior/Adjustable Rate] [___] 20[_] [AAA] [Aaa]
Class [__] Regular(1) Adjustable(2)(3) $[_______] [Mezzanine/Adjustable [___] 20[_] [AA+] [Aa1]
Rate]
Class [__] Regular(1) Adjustable(2)(3) $[_______] [Mezzanine/Adjustable [___] 20[_] [AA] [Aa2]
Rate]
Class [__] Regular(1) Adjustable(2)(3) $[_______] [Mezzanine/Adjustable [___] 20[_] [AA-] [Aa3]
Rate]
Class [__] Regular(1) Adjustable(2)(3) $[_______] [Mezzanine/Adjustable [___] 20[_] [A+] [A2]
Rate]
Class [__] Regular(1) Adjustable(2)(3) $[_______] [Mezzanine/Adjustable [___] 20[_] [A] [A3]
Rate]
Class [__] Regular(1) Adjustable(2)(3) $[_______] [Mezzanine/Adjustable [___] 20[_] [A-] [Baa1]
Rate]
Class [__] Regular(1) Adjustable(2)(3) $[_______] [Mezzanine/Adjustable [___] 00[_] [XXXx] [Xxx0]
Rate]
Class [__] Regular(1) Adjustable(2)(3) $[_______] [Mezzanine/Adjustable [___] 00[_] [XXX] [Baa3]
Rate]
Class [__] Regular(1) Adjustable(2)(3) $[_______] [Subordinate/Adjustable [___] 00[_] [XXX-] [Ba1]
Rate]
Class [__] Regular (4) (4) $[_______] [Subordinate Rate] [N/A] [N/A] [N/A]
Class [__] Regular(5) (6) (7) [Residual] [N/A] [N/A] [N/A]
_______________
_______________
(1) The [Class A, Class M and Class B] Certificates will represent ownership of a REMIC III Regular Interest
[together with (i) certain rights to payments to be made from amounts received under the Swap Agreement which
will be deemed made for federal income tax purposes outside of REMIC III by the holder of the Class SB
Certificates as the owner of the Swap Agreement and (ii) the obligation to pay the Class IO Distribution
Amount. Any amount distributed on this Class of Certificates on any Distribution Date in excess of the
amount distributable on the related REMIC III Regular Interest on such Distribution Date shall be treated
for federal income tax purposes as having been paid from the Swap Account and any amount distributable on
such REMIC III Regular Interest on such Distribution Date in excess of the amount distributable on such
Class of Certificates on such Distribution Date shall be treated as having been paid to the Swap Account,
all pursuant to and as further provided in Section 4.08 hereof].
(2) [The REMIC III Regular Interests ownership of which is represented by the Class A, Class M and Class B
Certificates, will accrue interest at a per annum rate equal to LIBOR plus the applicable Margin, each
subject to a payment cap as described in the definition of “Pass-Through Rate” and the provisions for the
payment of Basis Risk Shortfalls herein, which payments will not be part of the entitlement of the REMIC III
Regular Interests related to such Certificates].
(3) The [Class A, Class M and Class B] Certificates will also entitle their holders to certain payments from the
Holder of the Class SB Certificates from amounts to which the related REMIC III Regular Interest is entitled
and from amounts received under the Swap Agreement, which will not be a part of their ownership of the
REMIC III Regular Interests].
(4) The Class SB Certificates will accrue interest as described in the definition of Accrued Certificate
Interest. The Class SB Certificates will not accrue interest on their Certificate Principal Balance. The
Class SB Certificates will be comprised of two REMIC III Regular Interests, a principal only regular
interest designated SB-PO and an interest only regular interest designated SB-IO, which will be entitled to
distributions as set forth herein. The rights of the Holder of the Class SB Certificates to payments from
the Swap Agreement shall be outside and apart from its rights under the REMIC III Regular Interests SB-IO
and SB-PO.
(5) [REMIC III Regular Interest IO will be held as an asset of the Swap Account established by the Trustee].
(6) [For federal income tax purposes, REMIC III Regular Interest IO will not have a Pass-Through Rate, but will
be entitled to 100% of the amounts distributed on REMIC II Regular Interest LT-IO].
(7) [For federal income tax purposes, REMIC III Regular Interest IO will not have an Uncertificated Principal
Balance, but will have a notional amount equal to the Uncertificated Notional Amount of REMIC II Regular
Interest LT-IO].
In consideration of the mutual agreements herein contained, the Depositor, the Servicer and the Trustee
agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires,
shall have the meanings specified in this Article.
Accrued Certificate Interest: With respect to each Distribution Date and each Class of [Class A
Certificates, Class M Certificates and Class B Certificates], an amount equal to interest accrued during the
related Interest Accrual Period on the Certificate Principal Balance thereof immediately prior to such
Distribution Date at the related Pass-Through Rate for that Distribution Date.
The amount of Accrued Certificate Interest on each Class of Certificates shall be reduced by the amount
of (a) Prepayment Interest Shortfalls on the Mortgage Loans during the prior calendar month (to the extent not
covered by Servicing Compensation pursuant to Section 3.16) and Relief Act Shortfalls on Mortgage Loans during
the related Due Period, in each case allocated to each Class of Certificates pro rata, on the basis of Accrued
Certificate Interest payable on such Distribution Date absent such reductions; and (b) the interest portion of
Realized Losses allocated to such Class through Subordination as described in Section 4.05.
Accrued Certificate Interest shall accrue on the basis of a 360-day year and the actual number of days
in the related Interest Accrual Period.
With respect to each Distribution Date and the Class SB Certificates, interest accrued during the
preceding Interest Accrual Period at the Pass-Through Rate on the Uncertificated Notional Amount as specified in
the definition of Pass-Through Rate, immediately prior to such Distribution Date, reduced by any interest
shortfalls with respect to the Mortgage Loans, including Prepayment Interest Shortfalls to the extent not covered
by Compensating Interest pursuant to Section 3.16 or by Excess Cash Flow pursuant to Section 4.02(c)(v) and
(vi). Accrued Certificate Interest on the Class SB Certificates shall accrue on the basis of a 360-day year and
the actual number of days in the related Interest Accrual Period.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date of determination, the Mortgage
Rate borne by the related Mortgage Note, less the rate at which the related Subservicing Fee accrues.
Adjustment Date: With respect to each adjustable-rate Mortgage Loan, each date set forth in the related
Mortgage Note on which an adjustment to the interest rate on such Mortgage Loan becomes effective.
Advance: With respect to any Mortgage Loan, any advance made by the Servicer, pursuant to Section 4.04.
Affected Party: As defined in the Swap Agreement.
Affiliate: With respect to any Person, any other Person controlling, controlled by or under common
control with such first Person. For the purposes of this definition, “control” means the power to direct the
management and policies of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to
the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.
Amount Held for Future Distribution: With respect to any Distribution Date, the total of the amounts
held in the Custodial Account at the close of business on the preceding Determination Date on account of
(i) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, Subsequent Recoveries, REO Proceeds, Mortgage
Loan purchases made pursuant to Section 2.02, 2.03, 2.04 or 4.07 and Mortgage Loan substitutions made pursuant to
Section 2.03 or 2.04 received or made in the month of such Distribution Date (other than such Liquidation
Proceeds, Subsequent Recoveries, Insurance Proceeds, REO Proceeds and purchases of Mortgage Loans that the
Servicer has deemed to have been received in the preceding month in accordance with Section 3.07(b)) and
(ii) payments which represent early receipt of scheduled payments of principal and interest due on a date or dates
subsequent to the Due Date in the related Due Period.
Appraised Value: With respect to any Mortgaged Property, one of the following: (i) the lesser of
(a) the appraised value of such Mortgaged Property based upon the appraisal or appraisals (or field review) made
at the time of the origination of the related Mortgage Loan, and (b) the sales price of the Mortgaged Property at
such time of origination, or (ii) in the case of a Mortgaged Property securing a refinanced or modified Mortgage
Loan, one of (1) the appraised value based upon the appraisal made at the time of origination of the loan which
was refinanced or modified, (2) the appraised value determined in an appraisal made at the time of refinancing or
modification or (3) the sales price of the Mortgaged Property.
Assignment: An assignment of the Mortgage, notice of transfer or equivalent instrument, in recordable
form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect
of record the sale of the Mortgage Loan to the Trustee for the benefit of Certificateholders, which assignment,
notice of transfer or equivalent instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county, if permitted by law and accompanied by an
Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated the Closing Date, between GMFI and
the Depositor relating to the transfer and assignment of the Mortgage Loans.
Available Distribution Amount: With respect to any Distribution Date, an amount equal to (a) the sum of
(i) the amount on deposit in the Custodial Account as of the close of business on the immediately preceding
Determination Date, including any Subsequent Recoveries, and amounts deposited in the Custodial Account in
connection with the substitution of Qualified Substitute Mortgage Loans, (ii) the amount of any Advance made on
the immediately preceding Certificate Account Deposit Date, (iii) any amount deposited in the Certificate Account
on the related Certificate Account Deposit Date pursuant to the second paragraph of Section 3.12(a), (iv) any
amount that the Servicer is not permitted to withdraw from the Custodial Account pursuant to Section 3.16(e) in
respect of the Mortgage Loans and (v) any amount deposited in the Certificate Account pursuant to Section 4.07 or
9.01, reduced by (b) the sum as of the close of business on the immediately preceding Determination Date of
(i) any payments or collections consisting of prepayment charges on the Mortgage Loans that were received during
the related Prepayment Period, (ii) the Amount Held for Future Distribution, (iii) amounts permitted to be
withdrawn by the Servicer from the Custodial Account pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a),
and (iv) any Net Swap Payments required to be made to the Swap Counterparty and Swap Termination Payments not due
to a Swap Counterparty Trigger Event for such Distribution Date.
Balloon Loan: Each of the Mortgage Loans having an original term to maturity that is shorter than the
related amortization term.
Balloon Payment: With respect to any Balloon Loan, the related Monthly Payment payable on the stated
maturity date of such Balloon Loan.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Basis Risk Shortfall: Any [Class A Basis Risk Shortfall], [Class B Basis Risk Shortfall] [or] [Class M
Basis Risk Shortfall].
Basis Risk Shortfall Carry-Forward Amount: Any [Class A Basic Risk Shortfall Carry-Forward Amount],
[Class B Basis Risk Shortfall Carry-Forward Amount] [or] [Class M Basis Risk Shortfall Carry-Forward Amount].
Book-Entry Certificate: Any Certificate registered in the name of the Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions
in the State of New York, the State of California, the State of Texas, the State of Minnesota or the State of
Illinois (and such other state or states in which the Custodial Account or the Certificate Account are at the
time located) are required or authorized by law or executive order to be closed.
Calendar Quarter: A Calendar Quarter shall consist of one of the following time periods in any given
year: January 1 through March 31, April 1 through June 30, July 1 through September 30, and October 1 through
December 31.
Capitalization Reimbursement Amount: With respect to any Distribution Date, the amount of unreimbursed
Advances or Servicing Advances that were added to the Stated Principal Balance of the Mortgage Loans during the
preceding calendar month and reimbursed to the Servicer or Subservicer pursuant to Section 3.10(a)(vii) on or
prior to such Distribution Date.
Cash Liquidation: With respect to any defaulted Mortgage Loan other than a Mortgage Loan as to which an
REO Acquisition occurred, a determination by the Servicer that it has received all Insurance Proceeds,
Liquidation Proceeds and other payments or cash recoveries which the Servicer reasonably and in good faith
expects to be finally recoverable with respect to such Mortgage Loan.
Certificate: Any [Class A] Certificate, [Class M] Certificate, [Class B] Certificate, Class SB
Certificate or Class R Certificate.
Certificate Account: The account or accounts created and maintained pursuant to Section 4.01, which
shall be entitled “[_______________], as trustee, in trust for the registered holders of GreenPoint Mortgage
Securities LLC, Mortgage Asset-Backed Pass-Through Certificates, Series 20[_]-[_]” and which account shall be
held for the benefit of the Certificateholders and which must be an Eligible Account.
Certificate Account Deposit Date: With respect to any Distribution Date, the Business Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is registered in the Certificate
Register, except that neither a Disqualified Organization nor a Non-United States Person shall be a holder of a
Class R Certificate for any purpose hereof. Solely for the purpose of giving any consent or direction pursuant to
this Agreement, any Certificate, other than a Class R Certificate, registered in the name of the Depositor, the
Servicer or any Subservicer or any Affiliate thereof shall be deemed not to be outstanding and the Percentage
Interest or Voting Rights evidenced thereby shall not be taken into account in determining whether the requisite
amount of Percentage Interests or Voting Rights necessary to effect any such consent or direction has been
obtained. All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate
Owners as they may indirectly exercise such rights through the Depository and participating members thereof,
except as otherwise specified herein; provided, however, that the Trustee shall be required to recognize as a
“Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the Certificate
Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of
such Certificate, as reflected on the books of an indirect participating brokerage firm for which a Depository
Participant acts as agent, if any, and otherwise on the books of a Depository Participant, if any, and otherwise
on the books of the Depository.
Certificate Principal Balance: With respect to any [Class A Certificate, Class M Certificate or Class B
Certificate], on any date of determination, an amount equal to:
(i) the Initial Certificate Principal Balance of such Certificate as specified on the face thereof,
minus
(ii) the sum of (x) the aggregate of all amounts previously distributed with respect to such
Certificate (or any predecessor Certificate) and applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(c) and (y) the aggregate of all reductions in
Certificate Principal Balance of such Certificates deemed to have occurred in connection with
Realized Losses which were previously allocated to such Certificate (or any predecessor
Certificate) pursuant to Section 4.05;
provided, that with respect to any Distribution Date, the Certificate Principal Balances of the [Class A
Certificates, Class M Certificates and Class B Certificates] will be increased, in each case to the extent of
Realized Losses previously allocated thereto and remaining unreimbursed, to the extent of Subsequent Recoveries
in the following order of priority: first to the [Class A Certificates, pro rata, and then to the Class M-1
Certificates , Class M-2 Certificates, Class M-3 Certificates , Class M-4 Certificates , Class M-5 Certificates ,
Class M-6 Certificates , Class M-7 Certificates, Class M-8 Certificates and Class B Certificates], in that order.
[With respect to any Class SB Certificate, on any date of determination, an amount equal to the
Percentage Interest evidenced by such Certificate multiplied by an amount equal to (i) the excess, if any, of
(A) the then aggregate Stated Principal Balance of the Mortgage Loans over (B) the then aggregate Certificate
Principal Balance of the Class A Certificates, Class M Certificates and Class B Certificates then outstanding,
which represents the sum of (i) the Initial Principal Balance of the REMIC III Regular Interest SB-PO, as reduced
by Realized Losses allocated thereto and payments deemed made thereon, and (ii) accrued and unpaid interest on
the REMIC III Regular Interest SB-IO, as reduced by Realized Losses allocated thereto.]
The Class R Certificates will not have a Certificate Principal Balance.
Certificate Register and Certificate Registrar: The register maintained and the registrar appointed
pursuant to Section 5.02.
Class: Collectively, all of the Certificates or uncertificated interests bearing the same designation.
Class A Basis Risk Shortfall: [With respect to each Class of Class A Certificates and any Distribution
Date for which the Pass-Through Rate for any such Class of Certificates is equal to the Net WAC Cap Rate, the
excess, if any, of (x) the lesser of (a) Accrued Certificate Interest on that Class of Certificates on such
Distribution Date, calculated at a rate equal to One-Month LIBOR plus the related Margin, as calculated for such
Distribution Date, and (b) 11.00% per annum, over (y) Accrued Certificate Interest on such Class of Class A
Certificates for such Distribution Date calculated at the Net WAC Cap Rate.]
Class A Basis Risk Shortfall Carry-Forward Amount: [With respect to each Class of Class A Certificates
and any Distribution Date, the sum of (a) the aggregate amount of Class A Basis Risk Shortfall for such Class on
such Distribution Date plus (b) any Class A Basis Risk Shortfall Carry-Forward Amount for such Class remaining
unpaid from the preceding Distribution Date, plus (c) one month's interest on the amount in clause (b) (based on
the number of days in the preceding Interest Accrual Period), to the extent previously unreimbursed by Excess
Cash Flow or the Swap Agreement pursuant to this Agreement, at a rate equal to the related Pass-Through Rate.]
Class A Certificates: Collectively, the Class [__] Certificates, Class [__] Certificates and Class [__]
Certificates.
[Class A Principal Distribution Amount: With respect to any Distribution Date (a) prior to the Stepdown
Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the Principal
Distribution Amount for that Distribution Date or (b) on or after the Stepdown Date if a Trigger Event is not in
effect for that Distribution Date, the lesser of:
(i) the Principal Distribution Amount for that Distribution Date; and
(ii) the excess, if any, of (A) the aggregate Certificate Principal Balance of the Class A
Certificates immediately prior to that Distribution Date over (B) the lesser of (x) the product
of (1) the applicable Subordination Percentage and (2) the aggregate Stated Principal Balance
of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date
and (y) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans
after giving effect to distributions to be made on that Distribution Date, over the
Overcollateralization Floor.]
[Class A-1 Certificate: Any one of the Class A-1 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit A, senior to [the Class M
Certificates, the Class B Certificates], the Class SB Certificates and the Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of the Mortgage Loans as set forth in
Section 4.05, and evidencing (i) an interest designated as a “regular interest” in REMIC III for purposes of the
REMIC Provisions, (ii) the right to receive payments under the Swap Agreement and (iii) the obligation to pay the
Class IO Distribution Amount.]
[Class A-1 Margin: Initially, [__]% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, [__]% per annum.]
[Class A-2 Certificate: Any one of the Class A-2 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit A, senior to [the Class M
Certificates, the Class B Certificates], the Class SB Certificates and the Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of the Mortgage Loans as set forth in
Section 4.05, and evidencing (i) an interest designated as a “regular interest” in REMIC III for purposes of the
REMIC Provisions, (ii) the right to receive payments under the Swap Agreement and (iii) the obligation to pay the
Class IO Distribution Amount.]
[Class A-2 Margin: Initially, [__]% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, [__]% per annum.]
[Class A-3 Certificate: Any one of the Class A-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit A, senior to [the Class M
Certificates, the Class B Certificates], the Class SB Certificates and the Class R Certificates with respect to
distributions and the allocation of Realized Losses in respect of the Mortgage Loans as set forth in
Section 4.05, and evidencing (i) an interest designated as a “regular interest” in REMIC III for purposes of the
REMIC Provisions, (ii) the right to receive payments under the Swap Agreement and (iii) the obligation to pay the
Class IO Distribution Amount.]
[Class A-3 Margin: Initially, [__]% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, [__]% per annum.]
[Class B Basis Risk Shortfalls: With respect to the Class B Certificates and any Distribution Date for
which the Pass-Through Rate for such Class of Certificates is equal to the Net WAC Cap Rate, the excess, if any,
of (x) Accrued Certificate Interest on that Class of Certificates on such Distribution Date, calculated at a rate
equal to LIBOR plus the related Margin, as calculated for such Distribution Date, over (y) Accrued Certificate
Interest on such Class of Class B Certificates for such Distribution Date calculated at the Net WAC Cap Rate.]
[Class B Basis Risk Shortfall Carry-Forward Amounts: With respect to the Class B Certificates and any
Distribution Date, the sum of (a) the aggregate amount of Class B Basis Risk Shortfall on such Distribution Date
plus (b) any Class B Basis Risk Shortfall Carry-Forward Amount remaining unpaid from the preceding Distribution
Date, plus (c) one month's interest on the amount in clause (b) (based on the number of days in the preceding
Interest Accrual Period), to the extent previously unreimbursed by Excess Cash Flow or the Swap Agreement
pursuant to this Agreement, at a rate equal to the related Pass-Through Rate.]
[Class B Certificate: Any one of the Class B Certificates executed by the Trustee and authenticated by
the Certificate Registrar substantially in the form annexed hereto as Exhibit B-2, senior to the Class SB
Certificates and the Class R Certificates with respect to distributions and the allocation of Realized Losses in
as set forth in Section 4.05, and evidencing (i) an interest designated as a “regular interest” in REMIC III for
purposes of the REMIC Provisions, (ii) the right to receive payments under the Swap Agreement and (iii) the
obligation to pay the Class IO Distribution Amount.]
[Class B Margin: Initially, [__]% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, [__]% per annum.]
[Class B Principal Distribution Amount: With respect to any Distribution Date (a) prior to the Stepdown
Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the remaining
Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal Distribution
Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount, Class M-3
Principal Distribution Amount, Class M-4 Principal Distribution Amount, Class M-5 Principal Distribution Amount,
Class M-6 Principal Distribution Amount, the Class M-7 Principal Distribution Amount and the Class M-8 Principal
Distribution Amount] or (b) on or after the Stepdown Date if a Trigger Event is not in effect for that
Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of
the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the
Class M-2 Principal Distribution Amount, Class M-3 Principal Distribution Amount, Class M-4
Principal Distribution Amount, Class M-5 Principal Distribution Amount, Class M-6 Principal
Distribution Amount, the Class M-7 Principal Distribution Amount and the Class M-8 Principal
Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the
Class A Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates,
Class M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates, Class M-7 Certificates
and the Class M-8 Certificates (after taking into account the payment of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal
Distribution Amount, Class M-3 Principal Distribution Amount, Class M-4 Principal Distribution
Amount, Class M-5 Principal Distribution Amount, Class M-6 Principal Distribution Amount, the
Class M-7 Principal Distribution Amount and the Class M-8 Principal Distribution Amount for
that Distribution Date) and (2) the Certificate Principal Balance of the Class B Certificates
immediately prior to that Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Subordination Percentage and (2) the aggregate Stated Principal Balance of the
Mortgage Loans after giving effect to distributions to be made on that Distribution Date and
(y) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans after
giving effect to distributions to be made on that Distribution Date, over the
Overcollateralization Floor.]
[Class IO Distribution Amount: As defined in Section 4.08(f) hereof. For purposes of clarity, the
Class IO Distribution Amount for any Distribution Date shall equal the amount payable to the Swap Account on such
Distribution Date in excess of the amount payable on REMIC III Regular Interest IO on such Distribution Date, all
as further provided in Section 4.08(b) hereof.]
[Class M Basis Risk Shortfall: With respect to each Class of Class M Certificates and any Distribution
Date for which the Pass-Through Rate for any such Class of Certificates is equal to the Net WAC Cap Rate, the
excess, if any, of (x) the lesser of (a) Accrued Certificate Interest on that Class of Certificates on such
Distribution Date, calculated at a rate equal to One-Month LIBOR plus the related Margin, as calculated for such
Distribution Date, and (b) 11.00% per annum, over (y) Accrued Certificate Interest on such Class of Class M
Certificates for such Distribution Date calculated at the Net WAC Cap Rate.]
[Class M Basis Risk Shortfall Carry-Forward Amount: With respect to each Class of Class M Certificates
and any Distribution Date, the sum of (a) the aggregate amount of Class M Basis Risk Shortfall for such Class on
such Distribution Date plus (b) any Class M Basis Risk Shortfall Carry-Forward Amount for such Class remaining
unpaid from the preceding Distribution Date, plus (c) one month's interest on the amount in clause (b) (based on
the number of days in the preceding Interest Accrual Period), to the extent previously unreimbursed by Excess
Cash Flow or the Swap Agreement pursuant to this Agreement, at a rate equal to the related Pass-Through Rate.]
Class M Certificates: Collectively, the Class [__] Certificates, Class [__] Certificates, Class [__]
Certificates, Class [__] Certificates, Class [__] Certificates, Class [__] Certificates, Class [__] Certificates
and Class [__] Certificates.
[Class M-1 Certificate: Any one of the Class M-1 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit B-1, senior to [the Class [__]
Certificates, the Class [__] Certificates, the Class [__] Certificates, the Class [__] Certificates, the
Class [__] Certificates, the Class [__] Certificates, the Class [__] Certificates, the Class B Certificates,] the
Class SB Certificates and the Class R Certificates with respect to distributions and the allocation of Realized
Losses as set forth in Section 4.05, and evidencing (i) an interest designated as a “regular interest” in
REMIC III for purposes of the REMIC Provisions, (ii) the right to receive payments under the Swap Agreement and
(iii) the obligation to pay the Class IO Distribution Amount.]
[Class M-1 Margin: Initially, [__]% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, [__]% per annum.]
[Class M-1 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount or (b) on or after the Stepdown Date if a Trigger Event is not in effect for that
Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of
the Class A Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account the payment of the Class A Principal
Distribution Amount for that Distribution Date) and (2) the Certificate Principal Balance of
the Class M-1 Certificates immediately prior to that Distribution Date over (B) the lesser of
(x) the product of (1) the applicable Subordination Percentage and (2) the aggregate Stated
Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that
Distribution Date and (y) the excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans after giving effect to distributions to be made on that Distribution Date, over
the Overcollateralization Floor.]
[Class M-2 Certificate: Any one of the Class M-2 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit B-1, senior to [the Class [__]
Certificates, the Class [__] Certificates, the Class [__] Certificates, the Class [__] Certificates, the
Class [__] Certificates, the Class [__] Certificates, the Class B Certificates,] the Class SB Certificates and the
Class R Certificates with respect to distributions and the allocation of Realized Losses as set forth in
Section 4.05, and evidencing (i) an interest designated as a “regular interest” in REMIC III for purposes of the
REMIC Provisions, (ii) the right to receive payments under the Swap Agreement and (iii) the obligation to pay the
Class IO Distribution Amount.]
[Class M-2 Margin: Initially, [__]% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, [__]% per annum.]
[Class M-2 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount and the Class M-1 Principal Distribution Amount or (b) on or after the Stepdown Date if a
Trigger Event is not in effect for that Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of
the Class A Principal Distribution Amount and the Class M-1 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the
Class A Certificates and Class M-1 Certificates (after taking into account the payment of the
Class A Principal Distribution Amount and the Class M-1 Principal Distribution Amount for that
Distribution Date) and (2) the Certificate Principal Balance of the Class M-2 Certificates
immediately prior to that Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Subordination Percentage and (2) the aggregate Stated Principal Balance of the
Mortgage Loans after giving effect to distributions to be made on that Distribution Date and
(y) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans after
giving effect to distributions to be made on that Distribution Date, over the
Overcollateralization Floor.]
[Class M-3 Certificate: Any one of the Class M-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit B-1, senior to [the Class [__]
Certificates, the Class [__] Certificates, the Class [__] Certificates, the Class [__] Certificates, the
Class [__] Certificates, the Class B Certificates,] the Class SB Certificates and the Class R Certificates with
respect to distributions and the allocation of Realized Losses as set forth in Section 4.05, and evidencing
(i) an interest designated as a “regular interest” in REMIC III for purposes of the REMIC Provisions, (ii) the
right to receive payments under the Swap Agreement and (iii) the obligation to pay the Class IO Distribution
Amount.]
[Class M-3 Margin: Initially, [__]% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, [__]% per annum.]
[Class M-3 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount and the Class M-2 Principal Distribution Amount
or (b) on or after the Stepdown Date if a Trigger Event is not in effect for that Distribution Date, the lesser
of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of
the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount and the
Class M-2 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the
Class A Certificates, Class M-1 Certificates and Class M-2 Certificates (after taking into
account the payment of the Class A Principal Distribution Amount, the Class M-1 Principal
Distribution Amount and the Class M-2 Principal Distribution Amount for that Distribution Date)
and (2) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to
that Distribution Date over (B) the lesser of (x) the product of (1) the applicable
Subordination Percentage and (2) the aggregate Stated Principal Balance of the Mortgage Loans
after giving effect to distributions to be made on that Distribution Date and (y) the excess,
if any, of the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date, over the Overcollateralization Floor.]
[Class M-4 Certificate: Any one of the Class M-4 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit B-1, senior to the [Class [__]
Certificates, the Class [__] Certificates, the Class [__] Certificates, the Class [__] Certificates, the Class B
Certificates,] the Class SB Certificates and the Class R Certificates with respect to distributions and the
allocation of Realized Losses as set forth in Section 4.05, and evidencing (i) an interest designated as a
“regular interest” in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive payments under the
Swap Agreement and (iii) the obligation to pay the Class IO Distribution Amount.]
[Class M-4 Margin: Initially, [__]% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, [__]% per annum.]
[Class M-4 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount and
the Class M-3 Principal Distribution Amount or (b) on or after the Stepdown Date if a Trigger Event is not in
effect for that Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of
the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the
Class M-2 Principal Distribution Amount and the Class M-3 Principal Distribution Amount ; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the
Class A Certificates, Class M-1 Certificates, Class M-2 Certificates and Class M-3 Certificates
(after taking into account the payment of the Class A Principal Distribution Amount, the
Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount and the
Class M-3 Principal Distribution Amount for that Distribution Date) and (2) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior to that Distribution Date
over (B) the lesser of (x) the product of (1) the applicable Subordination Percentage and
(2) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date and (y) the excess, if any, of the aggregate
Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made
on that Distribution Date, over the Overcollateralization Floor.]
[Class M-5 Certificate: Any one of the Class M-5 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit B-1, senior to [the Class [__]
Certificates, the Class [__] Certificates, the Class [__] Certificates, the Class B Certificates,] the Class SB
Certificates and the Class R Certificates with respect to distributions and the allocation of Realized Losses as
set forth in Section 4.05, and evidencing (i) an interest designated as a “regular interest” in REMIC III for
purposes of the REMIC Provisions, (ii) the right to receive payments under the Swap Agreement and (iii) the
obligation to pay the Class IO Distribution Amount.]
[Class M-5 Margin: Initially, [__]% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, [__]% per annum.]
[Class M-5 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
Class M-3 Principal Distribution Amount and the Class M-4 Principal Distribution Amount or (b) on or after the
Stepdown Date if a Trigger Event is not in effect for that Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of
the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the
Class M-2 Principal Distribution Amount, Class M-3 Principal Distribution Amount and the
Class M-4 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the
Class A Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates
and Class M-4 Certificates (after taking into account the payment of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal
Distribution Amount, Class M-3 Principal Distribution Amount and the Class M-4 Principal
Distribution Amount for that Distribution Date) and (2) the Certificate Principal Balance of
the Class M-5 Certificates immediately prior to that Distribution Date over (B) the lesser of
(x) the product of (1) the applicable Subordination Percentage and (2) the aggregate Stated
Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that
Distribution Date and (y) the excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans after giving effect to distributions to be made on that Distribution Date, over
the Overcollateralization Floor.]
[Class M-6 Certificate: Any one of the Class M-6 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit B-1, senior to [the Class [__]
Certificates, the Class [__] Certificates, the Class B Certificates,] the Class SB Certificates and the Class R
Certificates with respect to distributions and the allocation of Realized Losses as set forth in Section 4.05,
and evidencing (i) an interest designated as a “regular interest” in REMIC III for purposes of the REMIC
Provisions, (ii) the right to receive payments under the Swap Agreement and (iii) the obligation to pay the Class
IO Distribution Amount.]
[Class M-6 Margin: Initially, [__]% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, [__]% per annum.]
[Class M-6 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
Class M-3 Principal Distribution Amount, Class M-4 Principal Distribution Amount and the Class M-5 Principal
Distribution Amount or (b) on or after the Stepdown Date if a Trigger Event is not in effect for that
Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of
the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the
Class M-2 Principal Distribution Amount, Class M-3 Principal Distribution Amount, Class M-4
Principal Distribution Amount and the Class M-5 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the
Class A Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates,
Class M-4 Certificates and Class M-5 Certificates (after taking into account the payment of the
Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the
Class M-2 Principal Distribution Amount, Class M-3 Principal Distribution Amount, Class M-4
Principal Distribution Amount and the Class M-5 Principal Distribution Amount for that
Distribution Date) and (2) the Certificate Principal Balance of the Class M-6 Certificates
immediately prior to that Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Subordination Percentage and (2) the aggregate Stated Principal Balance of the
Mortgage Loans after giving effect to distributions to be made on that Distribution Date and
(y) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans after
giving effect to distributions to be made on that Distribution Date, over the
Overcollateralization Floor.]
[Class M-7 Certificate: Any one of the Class M-7 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit B-1, senior to [the Class [__]
Certificates, the Class B Certificates,] the Class SB Certificates and the Class R Certificates with respect to
distributions and the allocation of Realized Losses as set forth in Section 4.05, and evidencing (i) an interest
designated as a “regular interest” in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive
payments under the Swap Agreement and (iii) the obligation to pay the Class IO Distribution Amount.]
[Class M-7 Margin: Initially, [__]% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, [__]% per annum.]
[Class M-7 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
Class M-3 Principal Distribution Amount, Class M-4 Principal Distribution Amount, Class M-5 Principal
Distribution Amount and the Class M-6 Principal Distribution Amount or (b) on or after the Stepdown Date if a
Trigger Event is not in effect for that Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of
the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the
Class M-2 Principal Distribution Amount, Class M-3 Principal Distribution Amount, Class M-4
Principal Distribution Amount, Class M-5 Principal Distribution Amount and the Class M-6
Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the
Class A Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates,
Class M-4 Certificates, Class M-5 Certificates and Class M-6 Certificates (after taking into
account the payment of the Class A Principal Distribution Amount, the Class M-1 Principal
Distribution Amount, the Class M-2 Principal Distribution Amount, Class M-3 Principal
Distribution Amount, Class M-4 Principal Distribution Amount, Class M-5 Principal Distribution
Amount and the Class M-6 Principal Distribution Amount for that Distribution Date) and (2) the
Certificate Principal Balance of the Class M-7 Certificates immediately prior to that
Distribution Date over (B) the lesser of (x) the product of (1) the applicable Subordination
Percentage and (2) the aggregate Stated Principal Balance of the Mortgage Loans after giving
effect to distributions to be made on that Distribution Date and (y) the excess, if any, of the
aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions
to be made on that Distribution Date, over the Overcollateralization Floor.]
[Class M-8 Certificate: Any one of the Class M-8 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit B-1, senior to [the Class B
Certificates,] the Class SB Certificates and the Class R Certificates with respect to distributions and the
allocation of Realized Losses as set forth in Section 4.05, and evidencing (i) an interest designated as a
“regular interest” in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive payments under the
Swap Agreement and (iii) the obligation to pay the Class IO Distribution Amount.]
[Class M-8 Margin: Initially, [__]% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, [__]% per annum.]
[Class M-8 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the
remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
Class M-3 Principal Distribution Amount, Class M-4 Principal Distribution Amount, Class M-5 Principal
Distribution Amount, the Class M-6 Principal Distribution Amount and the Class M-7 Principal Distribution Amount
or (b) on or after the Stepdown Date if a Trigger Event is not in effect for that Distribution Date, the lesser
of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of
the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the
Class M-2 Principal Distribution Amount, Class M-3 Principal Distribution Amount, Class M-4
Principal Distribution Amount, Class M-5 Principal Distribution Amount, the Class M-6 Principal
Distribution Amount and the Class M-7 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the
Class A Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates,
Class M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates and Class M-7
Certificates (after taking into account the payment of the Class A Principal Distribution
Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution
Amount, Class M-3 Principal Distribution Amount, Class M-4 Principal Distribution Amount,
Class M-5 Principal Distribution Amount, the Class M-6 Principal Distribution Amount and the
Class M-7 Principal Distribution Amount for that Distribution Date) and (2) the Certificate
Principal Balance of the Class M-8 Certificates immediately prior to that Distribution Date
over (B) the lesser of (x) the product of (1) the applicable Subordination Percentage and
(2) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date and (y) the excess, if any, of the aggregate
Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made
on that Distribution Date, over the Overcollateralization Floor.]
[Class R Certificate: Any one of the Class [__], Class [__] or Class [__] Certificates.]
[Class R-I Certificate: Any one of the Class R-I Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit D and evidencing an interest
designated as a “residual interest” in REMIC I for purposes of the REMIC Provisions.]
[Class R-II Certificate: Any one of the Class R-II Certificates executed by the Trustee and
authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit D and evidencing
an interest designated as a “residual interest” in REMIC II for purposes of the REMIC Provisions.]
[Class R-III Certificate: Any one of the Class R-III Certificates executed by the Trustee and
authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit D and evidencing
an interest designated as a “residual interest” in REMIC III for purposes of the REMIC Provisions.]
[Class SB Certificate: Any one of the Class SB Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit C, subordinate to the Class A
Certificates, Class M Certificates and Class B Certificates with respect to distributions and the allocation of
Realized Losses as set forth in Section 4.05, and evidencing an interest comprised of “regular interests” in
REMIC III for purposes of the REMIC Provisions together with certain rights to payments under the Swap Agreement
for purposes of the REMIC Provisions.]
Closing Date: [__________], 20[_].
Code: The Internal Revenue Code of 1986.
Commission: The Securities and Exchange Commission.
Compensating Interest: With respect to any Distribution Date, any amount paid by the Servicer in
accordance with Section 3.16(f).
Corporate Trust Office: The principal office of the Trustee at which at any particular time its
corporate trust business with respect to this Agreement shall be administered, which office at the date of the
execution of this instrument is located at [Address of Trustee] Attention: GreenPoint Mortgage Securities LLC,
Series 20[_]-[_].
Credit Repository: Equifax, Transunion and Experian, or their successors in interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and maintained pursuant to Section 3.07 in
the name of a depository institution, as custodian for the holders of the Certificates, for the holders of
certain other interests in mortgage loans serviced or sold by the Servicer and for the Servicer, into which the
amounts set forth in Section 3.07 shall be deposited directly. Any such account or accounts shall be an Eligible
Account.
Custodial Agreement: An agreement that may be entered into among the Depositor, the Servicer, the
Trustee and a Custodian in substantially the form of Exhibit E hereto.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date Balance: $[__________].
Cut-off Date: [____________] 1, 20[_].
Cut-off Date Principal Balance: With respect to any Mortgage Loan, the unpaid principal balance thereof
at the Cut-off Date after giving effect to all installments of principal due on or prior thereto (or due during
the month of the Cut-off Date), whether or not received.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment
for such Mortgage Loan by a court of competent jurisdiction in a proceeding under the Bankruptcy Code, except
such a reduction constituting a Deficient Valuation or any reduction that results in a permanent forgiveness of
principal.
Deficient Valuation: With respect to 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 Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation or reduction results from a
proceeding under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully-registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a Qualified Substitute Mortgage
Loan.
Delinquent: As used herein, a Mortgage Loan is considered to be: “30 to 59 days” or “30 or more days”
delinquent when a payment due on any scheduled due date remains unpaid as of the close of business on the next
following monthly scheduled due date; “60 to 89 days” or “60 or more days” delinquent when a payment due on any
scheduled due date remains unpaid as of the close of business on the second following monthly scheduled due date;
and so on. The determination as to whether a Mortgage Loan falls into these categories is made as of the close of
business on the last business day of each month. For example, a Mortgage Loan with a payment due on May 1 that
remained unpaid as of the close of business on June 30 would then be considered to be 30 to 59 days delinquent.
Delinquency information as of the Cut-off Date is determined and prepared as of the close of business on the last
business day immediately prior to the Cut-off Date.
Depositor: As defined in the preamble hereto.
Depository: The Depository Trust Company, or any successor Depository hereafter named. The nominee of
the initial Depository for purposes of registering those Certificates that are to be Book-Entry Certificates is
Cede & Co. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(a)(5) of the
Uniform Commercial Code of the State of New York and a “clearing agency” registered pursuant to the provisions of
Section 17A of the Exchange Act.
Depository Participant: A broker, dealer, bank or other financial institution or other Person for whom
from time to time a Depository effects book-entry transfers and pledges of securities deposited with the
Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which was permanently lost or destroyed and
has not been replaced.
Determination Date: With respect to any Distribution Date, the [20th] day (or if such [20th] day is not
a Business Day, the Business Day immediately following such [20th] day) of the month of the related Distribution
Date.
Disqualified Organization: Any organization defined as a “disqualified organization” under
Section 860E(e)(5) of the Code, including, if not otherwise included, any of the following: (i) the United
States, any State or political subdivision thereof, any possession of the United States, or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its
activities are subject to tax and, except for Xxxxxxx Mac, a majority of its board of directors is not selected
by such governmental unit), (ii) a foreign government, any international organization, or any agency or
instrumentality of any of the foregoing, (iii) any organization (other than certain farmers' cooperatives
described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (including
the tax imposed by Section 511 of the Code on unrelated business taxable income) and (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code. A Disqualified Organization also includes
any “electing large partnership,” as defined in Section 775(a) of the Code and any other Person so designated by
the Trustee based upon an Opinion of Counsel that the holding of an Ownership Interest in a Class R Certificate
by such Person may cause any REMIC or any Person having an Ownership Interest in any Class of Certificates (other
than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be
imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms “United
States,” “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code
or successor provisions.
Distribution Date: The 25th day of any month beginning in [__________], 20[_] or, if such 25th day is
not a Business Day, the Business Day immediately following such 25th day.
DTC Letter: The Letter of Representations, dated [__________], 20[_], among the Trustee on behalf of
the Trust Fund, [_________________], in its individual capacity as agent thereunder and the Depository.
Due Date: With respect to any Distribution Date and any Mortgage Loan, the day during the related Due
Period on which the Monthly Payment is due.
Due Period: With respect to any Distribution Date, the calendar month of such Distribution Date.
Eligible Account: An account that is any of the following: (i) maintained with a depository
institution the debt obligations of which have been rated by each Rating Agency in its highest rating available,
or (ii) an account or accounts in a depository institution in which such accounts are fully insured to the limits
established by the FDIC, provided that any deposits not so insured shall, to the extent acceptable to each Rating
Agency, as evidenced in writing, be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a claim with respect to the funds in
such account or a perfected first security interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other depositors or creditors of the
depository institution with which such account is maintained, or (iii) in the case of the Custodial Account, a
trust account or accounts maintained in the corporate trust department of [______________], or (iv) in the case
of the Certificate Account, a trust account or accounts maintained in the corporate trust division of
[______________], or (v) an account or accounts of a depository institution acceptable each Rating Agency (as
evidenced in writing by each Rating Agency that use of any such account as the Custodial Account or the
Certificate Account will not reduce the rating assigned to any Class of Certificates by such Rating Agency below
the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such
Rating Agency.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
Event of Default: As defined in Section 7.01.
[Excess Cash Flow: With respect to any Distribution Date, an amount equal to the sum of (A) the excess
of (i) the Available Distribution Amount for that Distribution Date over (ii) the sum of (a) the Interest
Distribution Amount for that Distribution Date and (b) the lesser of (1) the aggregate Certificate Principal
Balance of Class A Certificates, Class M Certificates and Class B Certificates immediately prior to such
Distribution Date and (2) the Principal Remittance Amount for that Distribution Date to the extent not applied to
pay interest on the Class A Certificates, Class M Certificates and Class B Certificates on such Distribution
Date, (B) the Overcollateralization Reduction Amount, if any, for that Distribution Date and (C) any Net Swap
Payments received by the Trustee under the Swap Agreement for that Distribution Date.]
Excess Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of
(a) the Overcollateralization Amount on such Distribution Date over (b) the Required Overcollateralization Amount
for such Distribution Date.
Exchange Act: The Securities and Exchange Act of 1934, as amended.
Exchange Date: As defined in Section 5.02(e)(iii).
Expense Fee Rate: With respect to any Mortgage Loan as of any date of determination, the sum of the
applicable Servicing Fee Rate and the per annum rate at which the applicable Subservicing Fee accrues.
Xxxxxx Mae: Xxxxxx Xxx, a federally chartered and privately owned corporation organized and existing
under the Federal National Mortgage Association Charter Act, or any successor thereto.
Fitch: Fitch Ratings, or its successors in interest.
Fixed Swap Payment: With respect to any Distribution Date on or prior to the Distribution Date in
[________] 20[_], an amount equal to the product of (x) a fixed rate equal to [__]%, (y) the Swap Agreement
Notional Balance for that Distribution Date and (z) a fraction, the numerator of which is (a) 19 for the
Distribution Date in [________] 20[_] and (b) 30 for any Distribution Date occurring after the Distribution Date
in [________] 20[_], and the denominator of which is 360.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
Final Distribution Date: The Distribution Date on which the final distribution in respect of the
Certificates will be made pursuant to Section 9.01, which Final Distribution Date shall in no event be later than
the end of the 90-day liquidation period described in Section 9.02.
Final Scheduled Distribution Date: [Solely for purposes of the face of the Certificates, as follows:
with respect to the Class [__] Certificates, the Distribution Date occurring in [________] 20[_];with respect to
the Class [__] Certificates, Class [__] Certificates and each Class of Class M Certificates and Class B
Certificates, the Distribution Date occurring in [________] 20[_]. No event of default under this Agreement will
arise or become applicable solely by reason of the failure to retire the entire Certificate Principal Balance of
any Class of Class A Certificates, Class M Certificates or Class B Certificates on or before its Final Scheduled
Distribution Date.]
Floating Swap Payment: With respect to any Distribution Date on or prior to the Distribution Date in
[________] 20[_], an amount equal to the product of (x) Swap LIBOR, (y) the Swap Agreement Notional Balance for
that Distribution Date and (z) a fraction, the numerator of which is equal to the number of days in the related
calculation period as provided in the Swap Agreement and the denominator of which is 360.
Foreclosure Profits: With respect to any Distribution Date or related Determination Date and any
Mortgage Loan, the excess, if any, of Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of all
amounts reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or REO Property
for which a Cash Liquidation or REO Disposition occurred in the related Prepayment Period over the sum of the
unpaid principal balance of such Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage Rate on such unpaid principal
balance from the Due Date to which interest was last paid by the Mortgagor to the first day of the month
following the month in which such Cash Liquidation or REO Disposition occurred.
Form 10-K Certification: As defined in Section 4.03(e).
Xxxxxxx Mac: Xxxxxxx Mac, a corporate instrumentality of the United States created and existing under
Title III of the Emergency Home Finance Act of 1970, as amended, or any successor thereto.
GMFI: GreenPoint Mortgage Funding, Inc., a New York corporation, in its capacity as seller of the
Mortgage Loans to the Depositor and any successor thereto.
HUD: The United States Department of Housing and Urban Development.
Independent: When used with respect to any specified Person, means such a Person who (i) is in fact
independent of the Depositor, the Servicer and the Trustee, or any Affiliate thereof, (ii) does not have any
direct financial interest or any material indirect financial interest in the Depositor, the Servicer or the
Trustee or in an Affiliate thereof, and (iii) is not connected with the Depositor, the Servicer or the Trustee as
an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.
Index: With respect to each adjustable-rate Mortgage Loan and as to any Adjustment Date therefor, the
related index as stated in the related Mortgage Note.
Initial Certificate Principal Balance: With respect to each Class of Certificates (other than the
Class R Certificates), the Certificate Principal Balance of such Class of Certificates as of the Cut-off Date as
set forth in the Preliminary Statement hereto.
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans pursuant to any Primary Insurance
Policy or any other related insurance policy covering a Mortgage Loan, to the extent such proceeds are payable to
the mortgagee under the Mortgage, any Subservicer, the Servicer or the Trustee and are not applied to the
restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that
the Servicer would follow in servicing mortgage loans held for its own account.
[Interest Accrual Period: With respect to the Class [_] Certificates, Class [_] Certificates, Class [_]
Certificates and Class [_] Certificates (i) with respect to the Distribution Date in [_______] 20[_], the period
commencing the Closing Date and ending on the day preceding the Distribution Date in [_______] 20[_], and
(ii) with respect to any Distribution Date after the Distribution Date in [_______] 20[_], the period commencing
on the Distribution Date in the month immediately preceding the month in which such Distribution Date occurs and
ending on the day preceding such Distribution Date.
Interest Distribution Amount: For any Distribution Date, the amounts payable pursuant to
Section 4.02(c)[(i)-(iii)].
Interim Certification: As defined in Section 2.02.
Late Collections: With respect to any Mortgage Loan, all amounts received during any Due Period,
whether as late payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds or otherwise, which
represent late payments or collections of Monthly Payments due but delinquent for a previous Due Period and not
previously recovered.
LIBOR Business Day: Any day other than (i) a Saturday or Sunday or (ii) a day on which banking
institutions in London, England are required or authorized to by law to be closed.
LIBOR Certificates: [The Class A Certificates, Class M Certificates and Class B Certificates.]
LIBOR Rate Adjustment Date: With respect to each Distribution Date, the second LIBOR Business Day
immediately preceding the commencement of the related Interest Accrual Period.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received by the Servicer in connection
with the taking of an entire Mortgaged Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Mortgage Loan through trustee's sale, foreclosure sale or
otherwise, other than REO Proceeds and Subsequent Recoveries.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a percentage, the numerator of which is
the current principal balance of the related Mortgage Loan at the date of determination and the denominator of
which is the Appraised Value of the related Mortgaged Property.
Margin: The [Class A-1 Margin, Class A-2 Margin, Class A-3 Margin, Class M-1 Margin, Class M-2 Margin,
Class M-3 Margin, Class M-4 Margin, Class M-5 Margin, Class M-6 Margin, Class M-7 Margin, Class M-8 Margin and
Class B Margin, as applicable.]
[Marker Rate: With respect to the Class SB Certificates or REMIC III Regular Interest SB-IO and any
Distribution Date, in relation to the REMIC II Regular Interests [LT1, LT2, LT3, and LT4], a per annum rate equal
to two (2) times the weighted average of the Uncertificated REMIC II Pass-Through Rates for REMIC II Regular
Interest [LT2] and REMIC II Regular Interest [LT3].
Maturity Date: With respect to each Class of Certificates of regular interest or Uncertificated Regular
Interest issued by any REMIC hereunder, the latest possible maturity date, solely for purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, by which the Certificate Principal Balance of each such
Class of Certificates representing a regular interest in the Trust Fund would be reduced to zero, which is, for
each such regular interest, [_________], 20[_], which is the Distribution Date occurring in the month following
the last scheduled monthly payment of the Mortgage Loans.
Maximum Mortgage Rate: As to any adjustable-rate Mortgage Loan, the per annum rate indicated in
Exhibit F hereto as the “NOTE CEILING,” which rate is the maximum interest rate that may be applicable to such
Mortgage Loan at any time during the life of such Mortgage Loan.
Maximum Net Mortgage Rate: As to any adjustable-rate Mortgage Loan and any date of determination, the
Maximum Mortgage Rate minus the sum of the per annum rate at which the Subservicing Fee accrues and the Servicing
Fee Rate. With respect to any fixed-rate Mortgage Loan and any date of determination, the Net Mortgage Rate.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the
laws of the State of Delaware, or any successor thereto.
MERS® System: The system of recording transfers of Mortgages electronically maintained by MERS.
MIN: The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS® System.
Minimum Mortgage Rate: As to any adjustable-rate Mortgage Loan, a per annum rate equal to the greater
of (i) the Note Margin and (ii) the rate indicated in Exhibit F hereto as the “NOTE FLOOR,” which rate may be
applicable to such Mortgage Loan at any time during the life of such adjustable-rate Mortgage Loan.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a Servicing Modification.
Modified Net Mortgage Rate: With respect to any Mortgage Loan that is the subject of a Servicing
Modification, the Net Mortgage Rate minus the rate per annum by which the Mortgage Rate on such Mortgage Loan was
reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage Loan, solely
as nominee for the originator of such Mortgage Loan and its successors and assigns, at the origination thereof.
Monthly Payment: With respect to any Mortgage Loan (including any REO Property) and the Due Date in any
Due Period, the payment of principal and interest due thereon in accordance with the amortization schedule at the
time applicable thereto (after adjustment, if any, for Curtailments and for Deficient Valuations occurring prior
to such Due Date but before any adjustment to such amortization schedule by reason of any bankruptcy, other than
a Deficient Valuation, or similar proceeding or any moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest rate on such Mortgage Loan).
Moody's: Xxxxx'x Investors Service, Inc., or its successor in interest.
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan, the mortgage, deed of trust or
other comparable instrument creating a first or junior lien on an estate in fee simple or leasehold interest in
real property securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan
and any additional documents required to be added to the Mortgage File pursuant to this Agreement.
Mortgage Loans: Such of the mortgage loans transferred and assigned to the Trustee pursuant to
Section 2.01 as from time to time are held or deemed to be held as a part of the Trust Fund, the Mortgage Loans
originally so held being identified in the initial Mortgage Loan Schedule attached hereto as Exhibit F, and
Qualified Substitute Mortgage Loans held or deemed held as part of the Trust Fund including, without limitation,
each related Mortgage Note, Mortgage and Mortgage File and all rights appertaining thereto.
Mortgage Loan Schedule: The lists of the Mortgage Loans attached hereto as Exhibit F (as amended from
time to time to reflect the addition of Qualified Substitute Mortgage Loans), which lists shall set forth at a
minimum the following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number (“RFC LOAN #”);
(ii) the state, city and zip code of the Mortgaged Property;
(iii) the maturity of the Mortgage Note (“MATURITY DATE,” or “MATURITY DT” for Mortgage Loans and if
such Mortgage Loan is a Balloon Loan, the amortization term thereof;
(iv) (for the adjustable-rate Mortgage Loans, the Mortgage Rate as of origination (“ORIG RATE”);
(v) the Mortgage Rate as of the Cut-off Date (“CURR RATE”)
(vi) the Net Mortgage Rate as of the Cut-off Date (“CURR NET”);
(vii) the scheduled monthly payment of principal, if any, and interest as of the Cut-off Date
(“ORIGINAL P & I”);
(viii) the Cut-off Date Principal Balance (“PRINCIPAL BAL”);
(ix) the Loan-to-Value Ratio at origination (“LTV”);
(x) a code “T,” “BT” or “CT” under the column “LN FEATURE,” indicating that the Mortgage Loan is
secured by a second or vacation residence (the absence of any such code means the Mortgage Loan
is secured by a primary residence); and
(xi) a code “N” under the column “OCCP CODE,” indicating that the Mortgage Loan is secured by a
non-owner occupied residence (the absence of any such code means the Mortgage Loan is secured
by an owner occupied residence).
(xii) for the adjustable-rate Mortgage Loans, the Maximum Mortgage Rate (“NOTE CEILING”);
(xiii) for the adjustable-rate Mortgage Loans, the maximum Net Mortgage Rate (“NET CEILING”);
(xiv) for the adjustable-rate Mortgage Loans, the Note Margin (“NOTE MARGIN”);
(xv) for the adjustable-rate Mortgage Loans, the first Adjustment Date after the Cut-off Date (“NXT
INT CHG DT”);
(xvi) for the adjustable-rate Mortgage Loans, the Periodic Cap (“PERIODIC DECR” or “PERIODIC INCR”);
Such schedule may consist of multiple reports that collectively set forth all of the information
required.
Mortgage Note: The originally executed note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan, together with any modification thereto.
Mortgage Rate: With respect to any Mortgage Loan, the interest rate borne by the related Mortgage Note,
or any modification thereto other than a Servicing Modification. The Mortgage Rate on the adjustable-rate
Mortgage Loans will adjust on each Adjustment Date to equal the sum (rounded to the nearest multiple of one
eighth of one percent (0.125%) or up to the nearest one-eighth of one percent, which are indicated by a “U” on
the Mortgage Loan Schedule, except in the case of the adjustable-rate Mortgage Loans indicated by an “X” on the
Mortgage Loan Schedule under the heading “NOTE METHOD”), of the related Index plus the Note Margin, in each case
subject to the applicable Periodic Cap, Maximum Mortgage Rate and Minimum Mortgage Rate.
Mortgaged Property: The underlying real property securing a Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: With respect to any Mortgage Loan as of any date of determination, a per annum rate
equal to the Adjusted Mortgage Rate for such Mortgage Loan as of such date minus the Servicing Fee Rate.
Net Swap Payment: With respect to each Distribution Date, the net payment required to be made pursuant
to the terms of the Swap Agreement by either the Swap Counterparty or the Trustee, on behalf of the Trust, which
net payment shall not take into account any Swap Termination Payment.
Net WAC Cap Rate: [With respect to any Distribution Date and the Class A Certificates, Class M
Certificates and Class B Certificates, a per annum rate (which will not be less than zero) equal to (i) the
product of (a) weighted average of the Net Mortgage Rates (or, if applicable, the Modified Net Mortgage Rates) on
the Mortgage Loans using the Net Mortgage Rates in effect for the Monthly Payments due on such Mortgage Loans
during the related Due Period, weighted on the basis of the respective Stated Principal Balances thereof for such
Distribution Date, (b) a fraction expressed as a percentage the numerator of which is 30 and the denominator of
which is the actual number of days in the related Interest Accrual Period, minus (ii) the product of (a) a
fraction expressed as a percentage, the numerator of which is the amount of any Net Swap Payments or Swap
Termination Payment not due to a Swap Counterparty Trigger Event due to the Swap Counterparty as of such
Distribution Date and the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans as
of such Distribution Date and (b) a fraction expressed as a percentage the numerator of which is 360 and the
denominator of which is the actual number of days in the related Interest Accrual Period.]
Non-Primary Residence Loans: [The Mortgage Loans designated as secured by second or vacation
residences, or by non-owner occupied residences, on the Mortgage Loan Schedule.]
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be made by the Servicer or
Subservicer in respect of a Mortgage Loan (other than a Deleted Mortgage Loan) which, in the good faith judgment
of the Servicer, will not, or, in the case of a proposed Advance, would not, be ultimately recoverable by the
Servicer from related Late Collections, Insurance Proceeds, Liquidation Proceeds or REO Proceeds. To the extent
that any Mortgagor is not obligated under the related Mortgage documents to pay or reimburse any portion of any
Servicing Advances that are outstanding with respect to the related Mortgage Loan as a result of a modification
of such Mortgage Loan by the Servicer, which forgives amounts which the Servicer or Subservicer had previously
advanced, and the Servicer determines that no other source of payment or reimbursement for such advances is
available to it, such Servicing Advances shall be deemed to be Nonrecoverable Advances. The determination by the
Servicer that it has made a Nonrecoverable Advance shall be evidenced by an Officers' Certificate delivered to
the Depositor, the Trustee and the Servicer. Notwithstanding the above, the Trustee shall be entitled to rely
upon any determination by the Servicer that any Advance previously made is a Nonrecoverable Advance or that any
proposed Advance, if made, would constitute a Nonrecoverable Advance.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference thereto, is not subject
to a Subservicing Agreement.
Note Margin: With respect to each adjustable-rate Mortgage Loan, the fixed percentage set forth in the
related Mortgage Note and indicated on the Mortgage Loan Schedule as the “NOTE MARGIN,” which percentage is added
to the Index on each Adjustment Date to determine (subject to rounding in accordance with the related Mortgage
Note, the Periodic Cap, the Maximum Mortgage Rate and the Minimum Mortgage Rate) the interest rate to be borne by
such adjustable-rate Mortgage Loan until the next Adjustment Date.
Officers' Certificate: A certificate signed by the Chairman of the Board, the President, a Vice
President, Assistant Vice President, Director, Managing Director, the Treasurer, the Secretary, an Assistant
Treasurer or an Assistant Secretary of the Depositor or the Servicer, as the case may be, and delivered to the
Trustee, as required by this Agreement.
One-Month LIBOR: With respect to any Distribution Date, the arithmetic mean of the London interbank
offered rate quotations for one-month United States dollar deposits, determined on the preceding LIBOR Rate
Adjustment Date as set forth in Section 1.02 hereof.
Opinion of Counsel: A written opinion of counsel acceptable to the Trustee and the Servicer and which
counsel may be counsel for the Depositor or the Servicer, provided that any opinion of counsel (i) referred to in
the definition of “Disqualified Organization” or (ii) relating to the qualification of any REMIC hereunder as a
REMIC or compliance with the REMIC Provisions must, unless otherwise specified, be an opinion of Independent
counsel.
Optional Termination Date: Any Distribution Date on or after which the Stated Principal Balance (after
giving effect to distributions to be made on such Distribution Date) of the Mortgage Loans is less than [10.00]%
of the Cut-off Date Balance.
Outstanding Mortgage Loan: With respect to the Due Date in any Due Period, a Mortgage Loan (including
an REO Property) that was not the subject of a Principal Prepayment in Full, Cash Liquidation or REO Disposition
and that was not purchased, deleted or substituted for prior to such Due Date pursuant to Section 2.02, 2.03,
2.04 or 4.07.
Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of (a) the
aggregate Stated Principal Balance of the Mortgage Loans before giving effect to distributions of principal to be
made on such Distribution Date over (b) the aggregate Certificate Principal Balance of the [Class A, Class M and
Class B Certificates] immediately prior to such date.
Overcollateralization Floor: With respect to the Mortgage Loans, an amount equal to the product of
(a) [0.50]% and (b) the Cut-off Date Balance.
Overcollateralization Increase Amount: With respect to any Distribution Date, the lesser of (a) Excess
Cash Flow for that Distribution Date (to the extent not used to cover the amounts described in clauses (iv) and
(v) of the definition of Principal Distribution Amount as of such Distribution Date), and (b) the excess of
(1) the Required Overcollateralization Amount for such Distribution Date over (2) the Overcollateralization Amount
for such Distribution Date.
Overcollateralization Reduction Amount: With respect to any Distribution Date, to the extent the Excess
Overcollateralization Amount is, after taking into account all other distributions to be made on such
Distribution Date, greater than zero, the Overcollateralization Reduction Amount shall be equal to the lesser of
(i) the Excess Overcollateralization Amount for that Distribution Date and (ii) the Principal Remittance Amount
for such Distribution Date.
Ownership Interest: With respect to any Certificate, any ownership or security interest in such
Certificate, including any interest in such Certificate as the Holder thereof and any other interest therein,
whether direct or indirect, legal or beneficial, as owner or as pledgee.
Pass-Through Rate: [With respect to each Class of Class A, Class M and Class B Certificates and any
Distribution Date, the least of (i) One-Month LIBOR plus the related Margin, (ii) the related Net WAC Cap Rate
and (iii) [11.00]% per annum.]
[With respect to the Class SB Certificates or REMIC III Regular Interest SB-IO and any Distribution
Date, a per annum rate equal to the percentage equivalent of a fraction, the numerator of which is the sum of the
amounts calculated pursuant to clauses (i) through (iii) below, and the denominator of which is the aggregate
principal balance of the REMIC II Regular Interests. For purposes of calculating the Pass-Through Rate for the
Class SB Certificates or REMIC III Regular Interest SB-IO, the numerator is equal to the sum of the following
components:
(i) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT1 minus the related Marker
Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II
Regular Interest LT1;
(ii) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT2 minus the related Marker
Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II
Regular Interest LT2; and
(iii) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT4 minus twice the related
Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of
REMIC II Regular Interest LT4.]
Paying Agent: [________________] or any successor Paying Agent appointed by the Trustee.
Percentage Interest: With respect to any [Class A Certificate, Class M Certificate or Class B
Certificate,] the undivided percentage ownership interest in the related Class evidenced by such Certificate,
which percentage ownership interest shall be equal to the Initial Certificate Principal Balance thereof divided
by the aggregate Initial Certificate Principal Balance of all of the Certificates of the same Class. The
Percentage Interest with respect to a [Class SB Certificate or Class R Certificate] shall be stated on the face
thereof.
Periodic Cap: With respect to each adjustable-rate Mortgage Loan, the periodic rate cap that limits the
increase or the decrease of the related Mortgage Rate on any Adjustment Date pursuant to the terms of the related
Mortgage Note.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by the United States or any agency or
instrumentality thereof when such obligations are backed by the full faith and credit of the
United States;
(ii) repurchase agreements on obligations specified in clause (i) maturing not more than one month
from the date of acquisition thereof, provided that the unsecured obligations of the party
agreeing to repurchase such obligations are at the time rated by each Rating Agency in its
highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits, time deposits and bankers' acceptances
(which shall each have an original maturity of not more than 90 days and, in the case of
bankers' acceptances, shall in no event have an original maturity of more than 365 days or a
remaining maturity of more than 30 days) denominated in United States dollars of any U.S.
depository institution or trust company incorporated under the laws of the United States or any
state thereof or of any domestic branch of a foreign depository institution or trust company;
provided that the debt obligations of such depository institution or trust company at the date
of acquisition thereof have been rated by each Rating Agency in its highest short-term rating
available; and, provided further that, if the original maturity of such short-term obligations
of a domestic branch of a foreign depository institution or trust company shall exceed 30 days,
the short-term rating of such institution shall be A-1+ in the case of Standard & Poor's if
Standard & Poor's is a Rating Agency;
(iv) commercial paper and demand notes (having original maturities of not more than 365 days) of any
corporation incorporated under the laws of the United States or any state thereof which on the
date of acquisition has been rated by each Rating Agency in its highest short term rating
available; provided that such commercial paper and demand notes shall have a remaining maturity
of not more than 30 days;
(v) a money market fund or a qualified investment fund rated by each Rating Agency in its highest
long-term rating available (which may be managed by the Trustee or one of its Affiliates); and
(vi) other obligations or securities that are acceptable to each Rating Agency as a Permitted
Investment hereunder and will not reduce the rating assigned to any Class of Certificates by
such Rating Agency below the then-current rating assigned to such Certificates by such Rating
Agency, as evidenced in writing;
provided, however, that no instrument shall be a Permitted Investment if it represents, either (1) the right to
receive only interest payments with respect to the underlying debt instrument or (2) the right to receive both
principal and interest payments derived from obligations underlying such instrument and the principal and
interest payments with respect to such instrument provide a yield to maturity greater than 120% of the yield to
maturity at par of such underlying obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's and Aaa in the case of Moody's, and for purposes
of this Agreement, any references herein to the highest rating available on unsecured commercial paper and
short-term debt obligations shall mean the following: A-1 in the case of Standard & Poor's and P-1 in the case
of Moody's; provided, however, that any Permitted Investment that is a short-term debt obligation rated A-1 by
Standard & Poor's must satisfy the following additional conditions: (i) the total amount of debt from A-1
issuers must be limited to the investment of monthly principal and interest payments (assuming fully amortizing
collateral); (ii) the total amount of A-1 investments must not represent more than 20% of the aggregate
outstanding Certificate Principal Balance of the Certificates and each investment must not mature beyond 30 days;
(iii) the terms of the debt must have a predetermined fixed dollar amount of principal due at maturity that
cannot vary; and (iv) if the investments may be liquidated prior to their maturity or are being relied on to meet
a certain yield, interest must be tied to a single interest rate index plus a single fixed spread (if any) and
must move proportionately with that index. Any Permitted Investment may be purchased by or through the Trustee
or its Affiliates.
Permitted Transferee: Any Transferee of a Class R Certificate, other than a Disqualified Organization
or Non-United States Person.
Person: Any individual, corporation, limited liability company, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or government or any agency or political
subdivision thereof.
Prepayment Assumption: [With respect to the [Class A, Class M and Class B] Certificates, the prepayment
assumption to be used for determining the accrual of original issue discount and premium and market discount on
such Certificates for federal income tax purposes, which (a) with respect to the fixed rate Mortgage Loans,
assumes a constant prepayment rate of 4% per annum of the then outstanding principal balance of the Mortgage
Loans in the first month of the life of the fixed-rate Mortgage Loans, and an additional approximate 1.9091% per
annum in each month thereafter until the twelfth month, and then beginning in the twelfth month and in each month
thereafter during the life of the fixed-rate Mortgage Loans, a constant prepayment rate of 25.0% per annum each
month and (b) with respect to the adjustable-rate Mortgage Loans, assumes a constant prepayment rate of 4% per
annum of the then outstanding principal balance of the adjustable-rate Mortgage Loans in the first month of the
life of the adjustable-rate Mortgage Loans, and an additional approximate 2.8182% per annum in each month
thereafter until the twelfth month, and then beginning in the twelfth month and in each month thereafter during
the life of the adjustable-rate Mortgage Loans, a constant prepayment rate of 35% per annum each month.]
Prepayment Interest Shortfall: With respect to any Distribution Date and any Mortgage Loan (other than
a Mortgage Loan relating to an REO Property) that was the subject of (a) a Principal Prepayment in Full during
the related Prepayment Period, an amount equal to the excess of one month's interest at the related Net Mortgage
Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on the Stated Principal Balance of
such Mortgage Loan over the amount of interest (adjusted to the related Net Mortgage Rate (or Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan)) paid by the Mortgagor for such Prepayment Period to the
date of such Principal Prepayment in Full or (b) a Curtailment during the prior calendar month, an amount equal
to one month's interest at the related Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount of such Curtailment.
Prepayment Period: With respect to any Distribution Date, the calendar month preceding the month of
distribution.
Primary Insurance Policy: With respect to any Mortgage Loan, each primary policy of mortgage guaranty
insurance or replacement policy therefor. Each Mortgage Loan with a Primary Insurance Policy is identified on
Exhibit F with the exception of either code “23” or “96” under the column “MI CO CODE.”
Principal Distribution Amount: With respect to any Distribution Date, the lesser of (a) the excess of
(x) the sum of (A) the Available Distribution Amount and (B) with respect to clauses (b)(v) and (vi) below, any
Net Swap Payments received by the Trustee under the Swap Agreement over (y) the Interest Distribution Amount and
(b) the sum of:
(i) the principal portion of each Monthly Payment received or Advanced with respect to the related
Due Period on each Outstanding Mortgage Loan;
(ii) the Stated Principal Balance of any Mortgage Loan repurchased during the related Prepayment
Period (or deemed to have been so repurchased in accordance with Section 3.07(b)) pursuant to
Section 2.02, 2.03, 2.04 or 4.07 and the amount of any shortfall deposited in the Custodial
Account in connection with the substitution of a Deleted Mortgage Loan pursuant to Section 2.03
or 2.04 during the related Prepayment Period;
(iii) the principal portion of all other unscheduled collections, other than Subsequent Recoveries,
on the Mortgage Loans (including, without limitation, Principal Prepayments in Full,
Curtailments, Insurance Proceeds, Liquidation Proceeds and REO Proceeds) received during the
related Prepayment Period (or deemed to have been so received) to the extent applied by the
Servicer as recoveries of principal of the Mortgage Loans pursuant to Section 3.14;
(iv) the lesser of (1) Subsequent Recoveries for such Distribution Date and (2) the principal
portion of any Realized Losses allocated to any Class of Certificates on a prior Distribution
Date and remaining unpaid;
(v) the lesser of (1) the Excess Cash Flow for such Distribution Date (to the extent not used
pursuant to clause (iv) of this definition on such Distribution Date) and (2) the principal
portion of any Realized Losses incurred (or deemed to have been incurred) on any Mortgage Loans
in the calendar month preceding such Distribution Date; and
(vi) the lesser of (1) the Excess Cash Flow for that Distribution Date (to the extent not used
pursuant to clauses (iv) and (v) of this definition on such Distribution Date) and (2) the
Overcollateralization Increase Amount for such Distribution Date;
minus
(vii) (A) the amount of any Overcollateralization Reduction Amount for such Distribution Date and
(B) the amount of any Capitalization Reimbursement Amount for such Distribution Date; and
(ix) any Net Swap Payments or Swap Termination Payment not due to a Swap Counterparty Trigger Event
due to the Swap Counterparty to the extent not previously paid from interest or principal
collections on the Mortgage Loans.
Principal Prepayment: Any payment of principal or other recovery on a Mortgage Loan, including a
recovery that takes the form of Liquidation Proceeds or Insurance Proceeds, which is received in advance of its
scheduled Due Date and is not accompanied by an amount as to interest representing scheduled interest on such
payment due on any date or dates in any month or months subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor of the entire principal
balance of a Mortgage Loan.
Principal Remittance Amount: With respect to any Distribution Date, all amounts described in clauses
(b)(i) through (iii) of the definition of Principal Distribution Amount for that Distribution Date.
Program Guide: The GMFI [Seller Guide] for mortgage collateral sellers that participate in GMFI's
standard mortgage programs, and GMFI's [Servicing Guide] and any other subservicing arrangements which GMFI has
arranged to accommodate the servicing of the Mortgage Loans.
Purchase Price: With respect to any Mortgage Loan (or REO Property) required to be or otherwise
purchased on any date pursuant to Section 2.02, 2.03, 2.04 or 4.07, an amount equal to the sum of (i) if such
Mortgage Loan (or REO Property) is being purchased pursuant to Sections 2.02, 2.03, 2.04 or 4.07 of this
Agreement, 100% of the Stated Principal Balance thereof plus the principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee is calculated in the case of a Modified Mortgage Loan) (or at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan)) on the Stated Principal
Balance thereof to the first day of the month following the month of purchase from the Due Date to which interest
was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by GMFI or the Depositor for a Deleted
Mortgage Loan which must, on the date of such substitution, as confirmed in an Officers' Certificate delivered to
the Trustee,
(i) have an outstanding principal balance, after deduction of the principal portion of the monthly
payment due in the month of substitution (or in the case of a substitution of more than one
Mortgage Loan for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal Balance of the Deleted Mortgage Loan
(the amount of any shortfall to be deposited by GMFI, in the Custodial Account in the month of
substitution);
(ii) have a Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per annum
higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the Deleted Mortgage Loan
as of the date of substitution;
(iii) have a Loan-to-Value Ratio at the time of substitution no higher than that of the Deleted
Mortgage Loan at the time of substitution;
(iv) have a Note Margin not less than that of the Deleted Mortgage Loan;
(v) have a Periodic Rate Cap that is equal to that of the Deleted Mortgage Loan;
(vi) have a next Adjustment Date no later than that of the Deleted Mortgage Loan;
(vii) have a remaining term to stated maturity not greater than (and not more than one year less
than) that of the Deleted Mortgage Loan; and
(viii) comply with each representation and warranty set forth in Sections 2.03 and 2.04 hereof and
Section 4 of the Assignment Agreement.
Rating Agency: [Each of Fitch, Standard & Poor's and Moody's.] If any agency or a successor is no
longer in existence, “Rating Agency” shall be such statistical credit rating agency, or other comparable Person,
designated by the Depositor, notice of which designation shall be given to the Trustee and the Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property) as to which a Cash Liquidation or
REO Disposition has occurred, an amount (not less than zero) equal to (i) the Stated Principal Balance of the
Mortgage Loan (or REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii) interest (and
REO Imputed Interest, if any) at the Net Mortgage Rate from the Due Date as to which interest was last paid or
advanced to Certificateholders up to the last day of the month in which the Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property) outstanding during each Due
Period that such interest was not paid or advanced, minus (iii) the proceeds, if any, received during the month
in which such Cash Liquidation (or REO Disposition) occurred, to the extent applied as recoveries of interest at
the Net Mortgage Rate and to principal of the Mortgage Loan, net of the portion thereof reimbursable to the
Servicer or any Subservicer with respect to related Advances, Servicing Advances or other expenses as to which
the Servicer or Subservicer is entitled to reimbursement thereunder but which have not been previously
reimbursed. With respect to each Mortgage Loan which is the subject of a Servicing Modification, (a) (1) the
amount by which the interest portion of a Monthly Payment or the principal balance of such Mortgage Loan was
reduced or (2) the sum of any other amounts owing under the Mortgage Loan that were forgiven and that constitute
Servicing Advances that are reimbursable to the Servicer or a Subservicer, and (b) any such amount with respect
to a Monthly Payment that was or would have been due in the month immediately following the month in which a
Principal Prepayment or the Purchase Price of such Mortgage Loan is received or is deemed to have been received.
With respect to each Mortgage Loan which has become the subject of a Deficient Valuation, the difference between
the principal balance of the Mortgage Loan outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by the Deficient Valuation. With respect to each Mortgage Loan
which has become the object of a Debt Service Reduction, the amount of such Debt Service Reduction.
Notwithstanding the above, neither a Deficient Valuation nor a Debt Service Reduction shall be deemed a
Realized Loss hereunder so long as the Servicer has notified the Trustee in writing that the Servicer is
diligently pursuing any remedies that may exist in connection with the representations and warranties made
regarding the related Mortgage Loan and either (A) the related Mortgage Loan is not in default with regard to
payments due thereunder or (B) delinquent payments of principal and interest under the related Mortgage Loan and
any premiums on any applicable primary hazard insurance policy and any related escrow payments in respect of such
Mortgage Loan are being advanced on a current basis by the Servicer or a Subservicer, in either case without
giving effect to any Debt Service Reduction.
[Realized Losses allocated to the Class SB Certificates shall be allocated first to the REMIC III
Regular Interest SB-IO in reduction of the accrued but unpaid interest thereon until such accrued and unpaid
interest shall have been reduced to zero and then to the REMIC III Regular Interest SB-PO in reduction of the
Principal Balance thereof.]
To the extent the Servicer receives Subsequent Recoveries with respect to any Mortgage Loan, the amount
of the Realized Loss with respect to that Mortgage Loan will be reduced to the extent such recoveries are applied
to reduce the Certificate Principal Balance of any Class of Certificates on any Distribution Date.
Record Date: With respect to [the Class A Certificates, Class M Certificates and Class B Certificates]
and each Distribution Date, the close of business on the Business Day immediately preceding such Distribution
Date. With respect to [the Class SB and Class R Certificates,] and each Distribution Date, the close of business
on the last Business Day of the month next preceding the month in which the related Distribution Date occurs or,
with respect to the first Distribution Date, the Closing Date.
Reference Bank Rate: As defined in Section 1.02.
Regular Certificates: [The Class A Certificates, Class M Certificates, Class B Certificates and
Class SB Certificates.]
Regular Interest: Any one of the REMIC regular interests in the Trust Fund.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§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 Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (January 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time to time.
Relief Act: The Servicemembers Civil Relief Act, formerly known as the Soldiers' and Sailors' Civil
Relief Act of 1940.
Relief Act Shortfalls: Interest shortfalls on the Mortgage Loans resulting from the Relief Act or
similar legislation or regulations.
REMIC: A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code. As
used herein, the term “REMIC” shall mean REMIC I, REMIC II or REMIC III.
REMIC Administrator: GMFI. If GMFI is found by a court of competent jurisdiction to no longer be able
to fulfill its obligations as REMIC Administrator under this Agreement the Servicer or Trustee acting as
successor Servicer shall appoint a successor REMIC Administrator, subject to assumption of the REMIC
Administrator obligations under this Agreement.
REMIC Net WAC Rate: For any Distribution Date, a per annum rate equal to the product of (i) the
weighted average of the Net Mortgage Rates (or, if applicable, the Modified Net Mortgage Rates) on the Mortgage
Loans using the Net Mortgage Rates in effect for the Monthly Payments due on such Mortgage Loans during the
related Due Period, weighted on the basis of the respective Stated Principal Balances thereof for such
Distribution Date and (ii) a fraction equal to 30 divided by the actual number of days in the related Interest
Accrual Period. The foregoing rate is equal to the weighted average of the Uncertificated REMIC I Pass-Through
Rates with respect to the REMIC I Regular Interests, weighted in each case by their respective Uncertificated
Principal Balances.
[REMIC I: The segregated pool of assets subject hereto, constituting a portion of the primary trust
created hereby and to be administered hereunder, with respect to which a separate REMIC election is to be made,
consisting of: (i) the Mortgage Loans and the related Mortgage Files; (ii) all payments on and collections in
respect of the Mortgage Loans due after the Cut-off Date (other than Monthly Payments due in the month of the
Cut-off Date) as shall be on deposit in the Custodial Account or in the Certificate Account and identified as
belonging to the Trust Fund; (iii) property which secured a Mortgage Loan and which has been acquired for the
benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure; (iv) the hazard insurance
policies and Primary Insurance Policies pertaining to the Mortgage Loans, if any; and (v) all proceeds of clauses
(i) through (iv) above.]
REMIC I Available Distribution Amount: The Available Distribution Amount.
[REMIC I Distribution Amount: For any Distribution Date, the REMIC I Available Distribution Amount
shall be distributed to REMIC II in respect of the REMIC I Regular Interests and the Class R-I Certificates in
the following amounts and priority:
(a) to REMIC I Regular Interest A-I and REMIC I Regular Interest I-1-A through I-48-B, pro rata, in
an amount equal to (A) Uncertificated Accrued Interest for such REMIC I Regular Interests for such Distribution
Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; and
(b) to the extent of amounts remaining after the distributions made pursuant to clause (a) above,
payments of principal shall be allocated as follows: first, to REMIC I Regular Interests I-1-A through I-48-B
starting with the lowest numerical denomination until the Uncertificated Principal Balance of each such REMIC I
Regular Interest is reduced to zero, provided that, for REMIC I Regular Interests with the same numerical
denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests and
second, to the extent of any Overcollateralization Reduction Amount to REMIC I Regular Interest A-I until the
Uncertificated Principal Balance of such REMIC I Regular Interest is reduced to zero.]
[REMIC I Interests: The REMIC I Regular Interests and the Class R-I Certificates.]
[REMIC I Realized Losses: All Realized Losses on the Mortgage Loans shall be allocated first, on each
Distribution Date, to REMIC I Regular Interest A-I until such REMIC I Regular Interest has been reduced to zero.
Second, Realized Losses shall be allocated to REMIC I Regular Interest I-1-A through REMIC I Regular Interest
I-48-B, starting with the lowest numerical denomination until such REMIC I Regular Interest has been reduced to
zero, provided that, for REMIC I Regular Interests with the same numerical denomination, such Realized Losses
shall be allocated pro rata between such REMIC I Regular Interests.]
[REMIC I Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC
I issued hereunder and designated as a “regular interest” in REMIC I. Each REMIC I Regular Interest shall accrue
interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be
entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal
to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. The
designations for the respective REMIC I Regular Interests are set forth in the Preliminary Statement hereto.]
[REMIC I Regular Interest A-I: A regular interest in REMIC I that is held as an asset of REMIC II, that
has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at
the related Uncertificated REMIC I Pass-Through Rate, and that has such other terms as are described herein.]
[REMIC II: The segregated pool of assets subject hereto, constituting a portion of the primary trust
created hereby and to be administered hereunder, with respect to which a separate REMIC election is to be made,
consisting of the REMIC I Regular Interests.]
[REMIC II Available Distribution Amount: For any Distribution Date, the amount distributed from REMIC I
to REMIC II on such Distribution Date in respect of the REMIC I Regular Interests.]
[REMIC II Distribution Amount: For any Distribution Date, the REMIC II Available Distribution Amount
shall be distributed to REMIC III in respect of the REMIC II Regular Interests and the Class R-II Certificates in
the following amounts and priority:
(a) to REMIC II Regular Interest LT-IO, in an amount equal to (i) Uncertificated Accrued
Interest for such REMIC II Regular Interest for such Distribution Date, plus (ii) any amounts in respect thereof
remaining unpaid from previous Distribution Dates;
(b) to the extent of amounts remaining after the distributions made pursuant to clause
(a) above, to REMIC II Regular Interests LT1, LT2, LT3 and LT4, pro rata, in an amount equal to (i) their
Uncertificated Accrued Interest for such Distribution Date, plus (ii) any amounts in respect thereof remaining
unpaid from previous Distribution Dates; and
(c) to the extent of amounts remaining after the distributions made pursuant to clauses
(a) and (b) above:
(i) to REMIC I Regular Interests LT2, LT3 and LT4, their respective Principal
Distribution Amounts;
(ii) to REMIC I Regular Interest LT1 any remainder until the Uncertificated
Principal Balance thereof is reduced to zero;
(iii) any remainder to REMIC II Regular Interests LT2, LT3 and LT4, pro rata
according to their respective Uncertificated Principal Balances as reduced by the distributions deemed made
pursuant to (i) above, until their respective Uncertificated Principal Balances are reduced to zero; and
(d) to the extent of amounts remaining after the distributions made pursuant to clauses (a) through
(c) above:
(i) first, to each of the REMIC II Regular Interests, pro rata according to the
amount of unreimbursed Realized Losses allocable to principal previously allocated to each such REMIC II Regular
Interest, the aggregate amount of any distributions to the Certificates as reimbursement of such Realized Losses
on such Distribution Date pursuant to clause (ix) in Section 4.02(c); provided, however, that any amounts
distributed pursuant to this paragraph (d)(i) of this definition of “REMIC II Distribution Amount” shall not
cause a reduction in the Uncertificated Principal Balances of any of the REMIC II Regular Interests; and
(ii) second, to the Class R-II Certificates, any remaining amount.]
[REMIC II Net WAC Rate: With respect to any Distribution Date, a per annum rate equal to the weighted
average of (x) with respect to REMIC I Regular Interests ending with the designation “B”, the weighted average of
the Uncertificated REMIC I Pass-Through Rates for such REMIC I Regular Interests, weighted on the basis of the
Uncertificated Principal Balance of such REMIC I Regular Interests for each such Distribution Date, (y) with
respect to REMIC I Regular Interest A-I, the Uncertificated REMIC I Pass-Through Rate for such REMIC I Regular
Interest, and (z) with respect to REMIC I Regular Interests ending with the designation “A”, for each
Distribution Date listed below, the weighted average of the rates listed below for each such REMIC I Regular
Interest listed below, weighted on the basis of the Uncertificated Principal Balance of each such REMIC I Regular
Interest for each such Distribution Date:
Distribution Date REMIC I Regular Interest Rate
[1] [I-1-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[2] [I-2-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A] [Uncertificated REMIC I Pass-Through Rate]
[3] [I-3-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A and I-2-A] [Uncertificated REMIC I Pass-Through Rate]
[4] [I-4-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-3-A] [Uncertificated REMIC I Pass-Through Rate]
[5] [I-5-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-4-A] [Uncertificated REMIC I Pass-Through Rate]
[6] [I-6-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-5-A] [Uncertificated REMIC I Pass-Through Rate]
[7] [I-7-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-6-A] [Uncertificated REMIC I Pass-Through Rate]
[8] [I-8-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-7-A] [Uncertificated REMIC I Pass-Through Rate]
[9] [I-9-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-8-A] [Uncertificated REMIC I Pass-Through Rate]
[10] [I-10-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-9-A] [Uncertificated REMIC I Pass-Through Rate]
[11] [I-11-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-10-A] [Uncertificated REMIC I Pass-Through Rate]
[12] [I-12-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-11-A] [Uncertificated REMIC I Pass-Through Rate]
[13] [I-13-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-12-A] [Uncertificated REMIC I Pass-Through Rate]
[14] [I-14-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-13-A] [Uncertificated REMIC I Pass-Through Rate]
[15] [I-15-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-14-A] [Uncertificated REMIC I Pass-Through Rate]
[16] [I-16-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-15-A] [Uncertificated REMIC I Pass-Through Rate]
[17] [I-17-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-16-A] [Uncertificated REMIC I Pass-Through Rate]
[18] [I-18-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-17-A] [Uncertificated REMIC I Pass-Through Rate]
[19] [I-19-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-18-A] [Uncertificated REMIC I Pass-Through Rate]
[20] [I-20-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-19-A] [Uncertificated REMIC I Pass-Through Rate]
[21] [I-21-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-20-A] [Uncertificated REMIC I Pass-Through Rate]
[22] [I-22-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-21-A] [Uncertificated REMIC I Pass-Through Rate]
[23] [I-23-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-22-A] [Uncertificated REMIC I Pass-Through Rate]
[24] [I-24-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-23-A] [Uncertificated REMIC I Pass-Through Rate]
[25] [I-25-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-24-A] [Uncertificated REMIC I Pass-Through Rate]
[26] [I-26-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-25-A] [Uncertificated REMIC I Pass-Through Rate]
[27] [I-27-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-26-A] [Uncertificated REMIC I Pass-Through Rate]
[28] [I-28-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-27-A] [Uncertificated REMIC I Pass-Through Rate]
[29] [I-29-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-28-A] [Uncertificated REMIC I Pass-Through Rate]
[30] [I-30-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-29-A] [Uncertificated REMIC I Pass-Through Rate]
[31] [I-31-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-30-A] [Uncertificated REMIC I Pass-Through Rate]
[32] [I-32-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-31-A] [Uncertificated REMIC I Pass-Through Rate]
[33] [I-33-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-32-A] [Uncertificated REMIC I Pass-Through Rate]
[34] [I-34-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-33-A] [Uncertificated REMIC I Pass-Through Rate]
[35] [I-35-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-34-A] [Uncertificated REMIC I Pass-Through Rate]
[36] [I-36-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-35-A] [Uncertificated REMIC I Pass-Through Rate]
[37] [I-37-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-36-A] [Uncertificated REMIC I Pass-Through Rate]
[38] [I-38-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-37-A] [Uncertificated REMIC I Pass-Through Rate]
[39] [I-39-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-38-A] [Uncertificated REMIC I Pass-Through Rate]
[40] [I-40-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-39-A] [Uncertificated REMIC I Pass-Through Rate]
[41] [I-41-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-40-A] [Uncertificated REMIC I Pass-Through Rate]
[42] [I-42-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-41-A] [Uncertificated REMIC I Pass-Through Rate]
[43] [I-43-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-42-A] [Uncertificated REMIC I Pass-Through Rate]
[44] [I-44-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-43-A] [Uncertificated REMIC I Pass-Through Rate]
[45] [I-45-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-44-A] [Uncertificated REMIC I Pass-Through Rate]
[46] [I-46-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-45-A] [Uncertificated REMIC I Pass-Through Rate]
[47] [I-47-A through I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-46-A] [Uncertificated REMIC I Pass-Through Rate]
[48] [I-48-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-47-A] [Uncertificated REMIC I Pass-Through Rate]
[49] [I-49-A] [2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate]
[I-1-A through I-49-A] [Uncertificated REMIC I Pass-Through Rate]
[Thereafter] [I-1-A through I-49-A] [Uncertificated REMIC I Pass-Through Rate]
[REMIC II Principal Reduction Amounts: For any Distribution Date, the amounts by which the principal
balances of the REMIC II Regular Xxxxxxxxx [XX0], [XX0], [LT3] and [LT4], respectively will be reduced on such
Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:
Y1 = the principal balance of the REMIC II Regular Interest LT1 after distributions on the prior
Distribution Date.
Y2 = the principal balance of the REMIC II Regular Interest LT2 after distributions on the prior
Distribution Date.
Y3 = the principal balance of the REMIC II Regular Interest LT3 after distributions on the prior
Distribution Date.
Y4 = the principal balance of the REMIC II Regular Interest LT4 after distributions on the prior
Distribution Date (note: Y3 = Y4).
ΔY1 = the REMIC II Regular Interest LT1 Principal Reduction Amount.
ΔY2 = the REMIC II Regular Interest LT2 Principal Reduction Amount.
ΔY3 = the REMIC II Regular Interest LT3 Principal Reduction Amount.
ΔY4 = the REMIC II Regular Interest LT4 Principal Reduction Amount.
P0 = the aggregate principal balance of REMIC II Regular Interests LT1, LT2, LT3 and LT4
after distributions and the allocation of Realized Losses on the prior Distribution
Date.
P1 = the aggregate principal balance of the REMIC II Regular Interest LT1, LT2, LT3 and LT4
after distributions and the allocation of Realized Losses to be made on such
Distribution Date.
ΔP = P0 - P1 = the aggregate of the REMIC II Regular Interest LT1, LT2, LT3 and LT4
Principal Reduction Amounts.
= the aggregate of the principal portions of Realized Losses to be allocated to, and the
principal distributions to be made on, the Certificates on such Distribution Date
(including distributions of accrued and unpaid interest on the Class SB Certificates
for prior Distribution Dates).
R0 = the REMIC Net WAC Rate (stated as a monthly rate) after giving effect to amounts
distributed and Realized Losses allocated on the prior Distribution Date.
R1 = the REMIC Net WAC Rate (stated as a monthly rate) after giving effect to amounts to be
distributed and Realized Losses to be allocated on such Distribution Date.
α = (Y2 + Y3)/P0. The initial value of α on the Closing Date for use on the first
Distribution Date shall be 0.0001.
γ0 the lesser of (A) the sum for all Classes of Certificates other than the Class SB
= Certificates of the product for each Class of (i) the monthly interest rate (as limited
by the REMIC Net WAC Rate, if applicable) for such Class applicable for distributions
to be made on such Distribution Date and (ii) the aggregate Certificate Principal
Balance for such Class after distributions and the allocation of Realized Losses on the
prior Distribution Date and (B) R0*P0.
γ1 the lesser of (A) the sum for all Classes of Certificates other than the Class SB
= Certificates of the product for each Class of (i) the monthly interest rate (as limited
by the REMIC Net WAC Rate, if applicable) for such Class applicable for distributions
to be made on the next succeeding Distribution Date and (ii) the aggregate Certificate
Principal Balance for such Class after distributions and the allocation of Realized
Losses to be made on such Distribution Date and (B) R1*P1.
Then, based on the foregoing definitions:
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4;
ΔY2 = (αΔ2){( γ0R1 - γ1R0)/R0R1};
ΔY3 = αΔP - ΔY2; and
ΔY4 = ΔY3.
if both ΔY2 and ΔY3, as so determined, are non-negative numbers. Otherwise:
(1) If ΔY2, as so determined, is negative, then
ΔY2 = 0;
ΔY3 = α{γ1R0P0 - γ0R1P1} γ1R0};
ΔY4 = ΔY3; and
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.
(2) If ΔY3, as so determined, is negative, then
ΔY3 = 0;
ΔY2 = α{γ1R0P0 - γ0R1P1}/{2R1R0P1 - γ1R0};
ΔY4 = ΔY3; and
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.]
[REMIC II Realized Losses: Realized Losses on the Mortgage Loans shall be allocated to the REMIC II
Regular Interests as follows. The interest portion of Realized Losses on the Mortgage Loans, if any, shall be
allocated among REMIC II Regular Xxxxxxxxx [XX0], [XX0] and [LT4], pro rata according to the amount of interest
accrued but unpaid thereon, in reduction thereof. Any interest portion of such Realized Losses in excess of the
amount allocated pursuant to the preceding sentence shall be treated as a principal portion of Realized Losses
not attributable to any specific Mortgage Loan and allocated pursuant to the succeeding sentences. The principal
portion of Realized Losses with respect to Mortgage Loans shall be allocated to the REMIC II Regular Interests as
follows: first, to REMIC II Regular Xxxxxxxxx [XX0], [XX0] and [LT4], pro-rata according to their respective
REMIC II Principal Reduction Amounts to the extent thereof in reduction of the Uncertificated Principal Balance
of such REMIC II Regular Interests and, second, the remainder, if any, of such principal portion of such Realized
Losses shall be allocated to REMIC II Regular Interest [LT1] in reduction of the Uncertificated Principal Balance
thereof.
[REMIC II Regular Interests: REMIC II Regular Interest [LT1], REMIC II Regular Interest [LT2], REMIC II
Regular Interest [LT3], REMIC II Regular Interest [LT4] and REMIC II Regular Interest [LT-IO].]
[REMIC II Regular Interest LT1: A regular interest in REMIC II that is held as an asset of REMIC III,
that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest
at the related Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are described herein.]
[REMIC II Regular Interest LT1 Principal Distribution Amount: For any Distribution Date, the excess, if
any, of the REMIC II Regular Interest LT1 Principal Reduction Amount for such Distribution Date over the Realized
Losses allocated to the REMIC II Regular Interest LT1 on such Distribution Date.]
[REMIC II Regular Interest LT2: A regular interest in REMIC II that is held as an asset of REMIC III,
that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest
at the related Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are described herein.]
[REMIC II Regular Interest LT2 Principal Distribution Amount: For any Distribution Date, the excess, if
any, of the REMIC II Regular Interest LT2 Principal Reduction Amount for such Distribution Date over the Realized
Losses allocated to the REMIC II Regular Interest LT2 on such Distribution Date.]
[REMIC II Regular Interest LT3: A regular interest in REMIC II that is held as an asset of REMIC III,
that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest
at the related Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are described herein.]
[REMIC II Regular Interest LT3 Principal Distribution Amount: For any Distribution Date, the excess, if
any, of the REMIC II Regular Interest LT3 Principal Reduction Amount for such Distribution Date over the Realized
Losses allocated to the REMIC II Regular Interest LT3 on such Distribution Date.]
[REMIC II Regular Interest LT4: A regular interest in REMIC II that is held as an asset of REMIC III,
that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest
at the related Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are described herein.]
[REMIC II Regular Interest LT4 Principal Distribution Amount: For any Distribution Date, the excess, if
any, of the REMIC II Regular Interest LT4 Principal Reduction Amount for such Distribution Date over the Realized
Losses allocated to the REMIC II Regular Interest LT4 on such Distribution Date.]
[REMIC II Regular Interest LT-IO: A regular interest in REMIC II that is held as an asset of REMIC III,
that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest
at the related Uncertificated REMIC II Pass-Through Rate, and that has such other terms as are described herein.]
[REMIC III: The segregated pool of assets subject hereto, constituting a portion of the primary trust
created hereby and to be administered hereunder, with respect to which a separate REMIC election is to be made,
consisting of the REMIC II Regular Interests.]
[REMIC III Regular Interest SB-PO: A separate non-certificated beneficial ownership interests in
REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest SB-PO
shall have no entitlement to interest, and shall be entitled to distributions of principal subject to the terms
and conditions hereof, in aggregate amount equal to the initial Certificate Principal Balance of the Class SB
Certificates as set forth in the Preliminary Statement hereto.]
[REMIC III Regular Interest SB-IO: A separate non-certificated beneficial ownership interests in
REMIC III issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest SB-IO
shall have no entitlement to principal, and shall be entitled to distributions of interest subject to the terms
and conditions hereof, in aggregate amount equal to the interest distributable with respect to the Class SB
Certificates pursuant to the terms and conditions hereof.]
[REMIC III Regular Interest IO: A separate non-certificated beneficial ownership interests in REMIC III
issued hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular Interest IO shall have no
entitlement to principal, and shall be entitled to distributions of interest subject to the terms and conditions
hereof, in aggregate amount equal to the interest distributable with respect to REMIC II Regular Interest LT-IO.]
[REMIC III Regular Interests: REMIC III Regular Interests SB-IO, SB-PO and IO, together with the
Class A Certificates, Class M Certificates and Class B Certificates.]
REMIC Provisions: Provisions of the federal income tax law relating to real estate mortgage investment
conduits, which appear at Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and temporary and final regulations (or, to the extent not inconsistent with such temporary or final
regulations, proposed regulations) and published rulings, notices and announcements promulgated thereunder, as
the foregoing may be in effect from time to time.
REO Acquisition: The acquisition by the Servicer on behalf of the Trustee for the benefit of the
Certificateholders of any REO Property pursuant to Section 3.14.
REO Disposition: With respect to any REO Property, a determination by the Servicer that it has received
substantially all Insurance Proceeds, Liquidation Proceeds, REO Proceeds and other payments and recoveries
(including proceeds of a final sale) which the Servicer expects to be finally recoverable from the sale or other
disposition of the REO Property.
REO Imputed Interest: With respect to any REO Property, for any period, an amount equivalent to
interest (at a rate equal to the Net Mortgage Rate that would have been applicable to the related Mortgage Loan
had it been outstanding) on the unpaid principal balance of the Mortgage Loan as of the date of acquisition
thereof for such period.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO Property (including, without
limitation, proceeds from the rental of the related Mortgaged Property) which proceeds are required to be
deposited into the Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Servicer on behalf of the Trust Fund for the benefit
of the Certificateholders through foreclosure or deed in lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Reportable Modified Mortgage Loan: Any Mortgage Loan that (i) has been subject to an interest rate
reduction, (ii) has been subject to a term extension or (iii) has had amounts owing on such Mortgage Loan
capitalized by adding such amount to the Stated Principal Balance of such Mortgage Loan; provided, however, that
a Mortgage Loan modified in accordance with clause (i) above for a temporary period shall not be a Reportable
Modified Mortgage Loan if such Mortgage Loan has not been delinquent in payments of principal and interest for
six months since the date of such modification if that interest rate reduction is not made permanent thereafter.
Repurchase Event: As defined in the Assignment Agreement.
Request for Release: A request for release, the form of which is attached as Exhibit G hereto, or an
electronic request in a form acceptable to the Custodian.
Required Insurance Policy: With respect to any Mortgage Loan, any insurance policy which is required to
be maintained from time to time under this Agreement, the Program Guide or the related Subservicing Agreement in
respect of such Mortgage Loan.
[Required Overcollateralization Amount: With respect to any Distribution Date, (a) prior to the
Stepdown Date, an amount equal to [__]% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date, (b) on or after the Stepdown Date if a Trigger Event is not in effect, the greater of (i) an amount
equal to [__]% of the aggregate outstanding Stated Principal Balance of the Mortgage Loans after giving effect to
distributions made on that Distribution Date and (ii) the Overcollateralization Floor or (c) on or after the
Stepdown Date if a Trigger Event is in effect, an amount equal to the Required Overcollateralization Amount from
the immediately preceding Distribution Date. The Required Overcollateralization Amount may be reduced so long as
written confirmation is obtained from each Rating Agency that such reduction shall not reduce the ratings
assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the
rating assigned to such Certificates as of the Closing Date by such Rating Agency.]
Responsible Officer: When used with respect to the Trustee, any officer of the Corporate Trust
Department of the Trustee, including any Senior Vice President, any Vice President, any Assistant Vice President,
any Assistant Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of the Trustee with
direct responsibility for the administration of this Agreement.
Restricted Class A Certificate: As defined in Section 5.02(e).
Rule 144A: Rule 144A under the Securities Act of 1933, as in effect from time to time.
Securitization Transaction: Any transaction involving a sale or other transfer of mortgage loans
directly or indirectly to an issuing in connection with an issuance of publicly offered or privately placed,
rated or unrated mortgage-backed securities.
Seller: With respect to any Mortgage Loan, a Person, including any Subservicer, that executed a
Seller's Agreement applicable to such Mortgage Loan.
Seller's Agreement: An agreement for the origination and sale of Mortgage Loans generally in the form
of the seller contract referred to or contained in the Program Guide, or in such other form as has been approved
by the Servicer and the Depositor.
Senior Enhancement Percentage: [For any Distribution Date, the fraction, expressed as a percentage, the
numerator of which is the sum of (i) the aggregate Certificate Principal Balance of the [Class M Certificates and
Class B Certificates] and (ii) the Overcollateralization Amount, in each case prior to the distribution of the
Principal Distribution Amount on such Distribution Date and the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution
Date.]
Servicer: As defined in the preamble hereto.
Servicing Accounts: The account or accounts created and maintained pursuant to Section 3.08.
Servicing Advances: All customary, reasonable and necessary “out of pocket” costs and expenses incurred
in connection with a default, delinquency or other unanticipated event by the Servicer or a Subservicer in the
performance of its servicing obligations, including, but not limited to, the cost of (i) the preservation,
restoration and protection of a Mortgaged Property, (ii) any enforcement or judicial proceedings, including
foreclosures, including any expenses incurred in relation to any such proceedings that result from the Mortgage
Loan being registered on the MERS® System, (iii) the management and liquidation of any REO Property, (iv) any
mitigation procedures implemented in accordance with Section 3.07, and (v) compliance with the obligations under
Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the Servicer or any Affiliate of the Servicer provides
services such as appraisals and brokerage services that are customarily provided by Persons other than servicers
of mortgage loans, reasonable compensation for such services.
Servicing Compensation: [_______________________________].
Servicing Criteria: The “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be
amended from time to time.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date, the fee payable monthly to the
Servicer in respect of servicing compensation that accrues at an annual rate equal to the Servicing Fee Rate
multiplied by the Stated Principal Balance of such Mortgage Loan as of the related Due Date in the related Due
Period, as may be adjusted pursuant to Section 3.16(e).
Servicing Fee Rate: With respect to any Mortgage Loan, the per annum rate designated on the Mortgage
Loan Schedule as the “[_____________],” as may be adjusted with respect to successor Servicers as provided in
Section 7.02, which rate shall never be greater than the Mortgage Rate of such Mortgage Loan.
Servicing Modification: Any reduction of the interest rate on or the outstanding principal balance of a
Mortgage Loan, any extension of the final maturity date of a Mortgage Loan, and any increase to the Stated
Principal Balance of a Mortgage Loan by adding to the Stated Principal Balance unpaid principal and interest and
other amounts owing under the Mortgage Loan, in each case pursuant to a modification of a Mortgage Loan that is
in default or, in the judgment of the Servicer, default is reasonably foreseeable in accordance with
Section 3.07(a).
Servicing Officer: Any officer of the Servicer involved in, or responsible for, the administration and
servicing of the Mortgage Loans whose name and specimen signature appear on a list of servicing officers
furnished to the Trustee by the Servicer on the Closing Date, as such list may from time to time be amended.
Sixty-Plus Delinquency Percentage: With respect to any Distribution Date on or after the Stepdown Date,
the arithmetic average, for each of the three Distribution Dates ending with such Distribution Date, of the
fraction, expressed as a percentage, equal to (x) the aggregate Stated Principal Balance of the Mortgage Loans
that are 60 or more days delinquent in payment of principal and interest for that Distribution Date, including
Mortgage Loans in foreclosure and REO Properties, over (y) the aggregate Stated Principal Balance of the Mortgage
Loans immediately preceding that Distribution Date.
Standard & Poor's: Standard & Poor's Ratings Services, a Division of The XxXxxx-Xxxx Companies, Inc. or
its successors in interest.
Startup Date: The day designated as such pursuant to Article X hereof.
Stated Principal Balance: With respect to any Mortgage Loan or related REO Property, as of any date of
determination, (i) the sum of (a) the Cut-off Date Principal Balance of the Mortgage Loan and (b) any amount by
which the Stated Principal Balance of the Mortgage Loan has been increased pursuant to a Servicing Modification,
minus (ii) the sum of (a) the principal portion of the Monthly Payments due with respect to such Mortgage Loan or
REO Property during each Due Period ending with the Due Period relating to the most recent Distribution Date
which were received or with respect to which an Advance was made, (b) all Principal Prepayments with respect to
such Mortgage Loan or REO Property, and all Insurance Proceeds, Liquidation Proceeds and REO Proceeds, to the
extent applied by the Servicer as recoveries of principal in accordance with Section 3.14 with respect to such
Mortgage Loan or REO Property, in each case which were distributed pursuant to Section 4.02 on any previous
Distribution Date, and (c) any Realized Loss allocated to Certificateholders with respect thereto for any
previous Distribution Date.
Stepdown Date: [That Distribution Date which is the later to occur of (i) the Distribution Date in
[_______] 20[_] and (ii) the first Distribution Date on which the Senior Enhancement Percentage is equal to or
greater than [__]%.
Subordination: The provisions described in Section 4.05 relating to the allocation of Realized Losses
other than a pro rata basis.
Subordination Percentage: With respect to any Class of [Class A Certificates, Class M Certificates or
Class B Certificates], the respective percentage set forth below.
Class Percentage Class Percentage
[__] [__]% [__] [__]%
Subsequent Recoveries: As of any Distribution Date, amounts received by the Servicer (net of any
related expenses permitted to be reimbursed pursuant to Section 3.10) or surplus amounts held by the Servicer to
cover estimated expenses (including, but not limited to, recoveries in respect of the representations and
warranties made by the related Seller pursuant to the applicable Seller's Agreement and assigned to the Trustee
pursuant to Section 2.04) specifically related to a Mortgage Loan that was the subject of a Cash Liquidation or
an REO Disposition prior to the related Prepayment Period and that resulted in a Realized Loss.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference thereto, is subject to a
Subservicing Agreement.
Subservicer: Any Person with whom the Servicer has entered into a Subservicing Agreement and who
generally satisfied the requirements set forth in the Program Guide in respect of the qualification of a
Subservicer as of the date of its approval as a Subservicer by the Servicer.
Subservicer Advance: Any delinquent installment of principal and interest on a Mortgage Loan which is
advanced by the related Subservicer (net of its Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a Subservicer in accordance with Section 3.08.
Subservicing Agreement: The written contract between the Servicer and any Subservicer relating to
servicing and administration of certain Mortgage Loans as provided in Section 3.02, generally in the form of the
servicer contract referred to or contained in the Program Guide or in such other form as has been approved by the
Servicer and the Depositor.
Subservicing Fee: With respect to any Mortgage Loan, the fee payable monthly to the related Subservicer
(or, in the case of a Nonsubserviced Mortgage Loan, to the Servicer) in respect of subservicing and other
compensation that accrues with respect to each Distribution Date at an annual rate designated as “[____________]”
on the Mortgage Loan Schedule.
Swap Account: The separate trust account created and maintained by the Trustee pursuant to Section
4.08(a).
Swap Agreement: The interest rate swap agreement between the Swap Counterparty and the Trustee, on
behalf of the Trust, which agreement provides for Net Swap Payments and Swap Termination Payments to be paid, as
provided therein, together with any schedules, confirmations or other agreements relating thereto, attached
hereto as Exhibit S.
Swap Agreement Notional Balance: As to the Swap Agreement and each Floating Rate Payer Payment Date and
Fixed Rate Payer Payment Date (each as defined in the Swap Agreement) the amount set forth on Exhibit R hereto
for such Floating Rate Payer Payment Date.
Swap Counterparty: The swap counterparty under the Swap Agreement either (a) entitled to receive
payments from the Trustee from amounts payable by the Trust Fund under this Agreement or (b) required to make
payments to the Trustee for payment to the Trust Fund, in either case pursuant to the terms of the Swap
Agreement, and any successor in interest or assign. Initially, the Swap Counterparty shall be Bear Xxxxxxx
Financial Products Inc.
Swap Counterparty Trigger Event: With respect to any Distribution Date, (i) an Event of Default under
the Swap Agreement with respect to which the Swap Counterparty is a Defaulting Party, (ii) a Termination Event
under the Swap Agreement with respect to which the Swap Counterparty is the sole Affected Party, or (iii) an
additional termination event under the Swap Agreement with respect to which the Swap Counterparty is the sole
Affected Party.
Swap LIBOR: LIBOR as determined pursuant to the Swap Agreement.
Swap Termination Payment: Upon the designation of an “Early Termination Date” as defined in the Swap
Agreement, the payment to be made by the Trustee on behalf of the Trust to the Swap Counterparty from payments
from the Trust Fund, or by the Swap Counterparty to the Trustee for payment to the Trust Fund, as applicable,
pursuant to the terms of the Swap Agreement.
Tax Returns: The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate
Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual
Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of
any REMIC hereunder due to its classification as a REMIC under the REMIC Provisions, together with any and all
other information, reports or returns that may be required to be furnished to the Certificateholders or filed
with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of
federal, state or local tax laws.
Telerate Screen Page 3750: As defined in Section 1.02.
Transaction Party: As defined in Section 12.02(a).
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or other form of assignment of
any Ownership Interest in a Certificate.
Transfer Affidavit and Agreement: As defined in Section 5.02(e).
Transferee: Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership Interest in a Certificate.
Trigger Event: [A Trigger Event is in effect with respect to any Distribution Date if either (a) on or
after the Stepdown Date the Sixty-Plus Delinquency Percentage for that Distribution Date exceeds [__]% of the
current Senior Enhancement Percentage or (b) on or after the Distribution Date in [________] 20[_], the aggregate
amount of Realized Losses on the Mortgage Loans as a percentage of the Cut-off Date Balance exceeds the
applicable amount set forth below:
[________] 20[_] to [________] 20[_]: [__]% with respect to [________] 20[_], plus an
additional 1/12th of [__]% for each month
thereafter;
[________] 20[_] to [________] 20[_]: [__]% with respect to [________] 20[_], plus an
additional 1/12th of [__]% for each month
thereafter;
[________] 20[_] to [________] 20[_]: [__]% with respect to [________] 20[_], plus an
additional 1/12th of [__]% for each month
thereafter; and
[________] 20[_] and thereafter: [__]%.
Trustee: As defined in the preamble hereto.
Trustee Information: As specified in Section 12.05(a)(i)(A).
Trust Fund: Collectively, the assets of each REMIC hereunder.
[Uncertificated Accrued Interest: With respect to any Uncertificated Regular Interest for any
Distribution Date, one month's interest at the related Uncertificated Pass-Through Rate for such Distribution
Date, accrued on the Uncertificated Principal Balance or Uncertificated Notional Amount, as applicable,
immediately prior to such Distribution Date. Uncertificated Accrued Interest for the Uncertificated Regular
Interests shall accrue on the basis of a 360-day year consisting of twelve 30-day months. For purposes of
calculating the amount of Uncertificated Accrued Interest for the REMIC I Regular Interests for any Distribution
Date, any Prepayment Interest Shortfalls and Relief Act Shortfalls (to the extent not covered by Compensating
Interest) shall be allocated among REMIC I Regular Interests, pro rata, based on, and to the extent of,
Uncertificated Accrued Interest, as calculated without application of this sentence. For purposes of calculating
the amount of Uncertificated Accrued Interest for the REMIC II Regular Interests for any Distribution Date, any
Prepayment Interest Shortfalls and Relief Act Shortfalls (to the extent not covered by Compensating Interest)
shall be allocated among the REMIC II Regular Interests, pro rata, based on, and to the extent of, Uncertificated
Accrued Interest, as calculated without application of this sentence. Uncertificated Interest on REMIC III
Regular Interest SB-PO shall be zero. Uncertificated Accrued Interest on the REMIC III Regular Interest SB-IO
for each Distribution Date shall equal Accrued Certificate Interest for the Class SB Certificates.]
[Uncertificated Notional Amount: With respect to the Class SB Certificates or the REMIC III Regular
Interest SB-IO, immediately prior to any Distribution Date, the aggregate of the Uncertificated Principal
Balances of the REMIC II Regular Interests.
With respect to REMIC II Regular Interest LT-IO and each Distribution Date listed below, the aggregate
Uncertificated Principal Balance of the REMIC I Regular Interests ending with the designation “A” listed below:
Distribution Date REMIC I Regular Interests
[1] [I-1-A through I-49-A]
[2] [I-2-A through I-49-A]
[3] [I-3-A through I-49-A]
[4] [I-4-A through I-49-A]
[5] [I-5-A through I-49-A]
[6] [I-6-A through I-49-A]
[7] [I-7-A through I-49-A]
[8] [I-8-A through I-49-A]
[9] [I-9-A through I-49-A]
[10] [I-10-A through I-49-A]
[11] [I-11-A through I-49-A]
[12] [I-12-A through I-49-A]
[13] [I-13-A through I-49-A]
[14] [I-14-A through I-49-A]
[15] [I-15-A through I-49-A]
[16] [I-16-A through I-49-A]
[17] [I-17-A through I-49-A]
[18] [I-18-A through I-49-A]
[19] [I-19-A through I-49-A]
[20] [I-20-A through I-49-A]
[21] [I-21-A through I-49-A]
[22] [I-22-A through I-49-A]
[23] [I-23-A through I-49-A]
[24] [I-24-A through I-49-A]
[25] [I-25-A through I-49-A]
[26] [I-26-A through I-49-A]
[27] [I-27-A through I-49-A]
[28] [I-28-A through I-49-A]
[29] [I-29-A through I-49-A]
[30] [I-30-A through I-49-A]
[31] [I-31-A through I-49-A]
[32] [I-32-A through I-49-A]
[33] [I-33-A through I-49-A]
[34] [I-34-A through I-49-A]
[35] [I-35-A through I-49-A]
[36] [I-36-A through I-49-A]
[37] [I-37-A through I-49-A]
[38] [I-38-A through I-49-A]
[39] [I-39-A through I-49-A]
[40] [I-40-A through I-49-A]
[41] [I-41-A through I-49-A]
[42] [I-42-A through I-49-A]
[43] [I-43-A through I-49-A]
[44] [I-44-A through I-49-A]
[45] [I-45-A through I-49-A]
[46] [I-46-A through I-49-A]
[47] [I-47-A through I-49-A]
[48] [I-48-A through I-49-A]
[49] [I-49-A]
thereafter [$0.00]
With respect to REMIC III Regular Interest IO, immediately prior to any Distribution Date, an amount
equal to the Uncertificated Notional Amount of REMIC II Regular Interest LT-IO.]
[Uncertificated Pass-Through Rate: The Uncertificated REMIC I Pass-Through Rate or the Uncertificated
REMIC II Pass-Through Rate, as applicable.]
[Uncertificated Principal Balance: The principal amount of any Uncertificated Regular Interest
outstanding as of any date of determination. The Uncertificated Principal Balance of each REMIC Regular Interest
shall never be less than zero. With respect to REMIC III Regular Interest SB-PO the initial amount set forth
with respect thereto in the Preliminary Statement as reduced by distributions deemed made in respect thereof
pursuant to Section 4.02 and Realized Losses allocated thereto pursuant to Section 4.05.]
[Uncertificated Regular Interests: The REMIC I Regular Interests and the REMIC II Regular Interests.]
[Uncertificated REMIC I Pass-Through Rate: With respect to each REMIC I Regular Interest ending with
the designation “A”, a per annum rate equal to the weighted average Net Mortgage Rate of the Mortgage Loans
multiplied by two (2), subject to a maximum rate of [___]%. With respect to each REMIC I Regular Interest ending
with the designation “B”, the greater of (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied by
the weighted average Net Mortgage Rate of the Mortgage Loans over (ii) [___]% and (y) 0.00000%. With respect to
REMIC I Regular Interest A-I, the weighted average Net Mortgage Rate of the Mortgage Loans.]
[Uncertificated REMIC II Pass-Through Rate: With respect to any Distribution Date and (i) REMIC II
Regular Interests LT1 and LT2, the REMIC II Net WAC Rate, (ii) REMIC II Regular Interest LT3, zero (0.00%),
(iii) REMIC II Regular Interest LT4, twice the REMIC II Net WAC Rate, and (iv) REMIC II Regular Interest LT-IO,
the excess of (i) the weighted average of the Uncertificated REMIC I Pass-Through Rates for REMIC I Regular
Interests ending with the designation “A”, over (ii) 2 multiplied by Swap LIBOR.]
Uniform Single Attestation Program for Mortgage Bankers: The Uniform Single Attestation Program for
Mortgage Bankers, as published by the Mortgage Bankers Association of America and effective with respect to
fiscal periods ending on or after March 15, 1995.
Uninsured Cause: Any cause of damage to property subject to a Mortgage such that the complete
restoration of such property is not fully reimbursable by the hazard insurance policies.
United States Person: A citizen or resident of the United States, a corporation, partnership or other
entity (treated as a corporation or partnership for United States federal income tax purposes) created or
organized in, or under the laws of, the United States, any state thereof, or the District of Columbia (except in
the case of a partnership, to the extent provided in Treasury regulations) provided that, for purposes solely of
the restrictions on the transfer of Class R Certificates, no partnership or other entity treated as a partnership
for United States federal income tax purposes shall be treated as a United States Person unless all persons that
own an interest in such partnership either directly or through any entity that is not a corporation for United
States federal income tax purposes are required by the applicable operative agreement to be United States
Persons, or an estate that is described in Section 7701(a)(30)(D) of the Code, or a trust that is described in
Section 7701(a)(30)(E) of the Code.
Voting Rights: The portion of the voting rights of all of the Certificates which is allocated to any
Certificate. [___]% of all of the Voting Rights shall be allocated among Holders of the Class A Certificates, the
Class M Certificates and the Class B Certificates in proportion to the outstanding Certificate Principal Balances
of their respective Certificates; [___]% of all of the Voting Rights shall be allocated to the Holders of the
Class SB Certificates, and [___]% , [___]% and [___]% of all of the Voting Rights shall be allocated to the
Holders of the Class R-I Certificates, the Class R-II Certificates and the Class R-III Certificates,
respectively; in each case to be allocated among the Certificates of such Class in accordance with their
respective Percentage Interests.
Section 1.02. Determination of One-Month LIBOR
One-Month LIBOR applicable to the calculation of the Pass-Through Rate on the LIBOR Certificates for any
Interest Accrual Period (including the initial Interest Accrual Period) will be determined on each LIBOR Rate
Adjustment Date.
On each LIBOR Rate Adjustment Date, or if such LIBOR Rate Adjustment Date is not a Business Day, then on
the next succeeding Business Day, One-Month LIBOR shall be established by the Trustee and, as to any Interest
Accrual Period, shall equal the rate for one month United States dollar deposits that appears on the Telerate
Screen Page 3750 of the Moneyline Telerate Capital Markets Report as of 11:00 a.m., London time, on the LIBOR
Rate Adjustment Date. “Telerate Screen Page 3750” means the display designated as page 3750 on the Telerate
Service (or such other page as may replace page 3750 on that service for the purpose of displaying London
interbank offered rates of major banks). If such rate does not appear on such page (or such other page as may
replace that page on that service, or if such service is no longer offered, such other service for displaying
One-Month LIBOR or comparable rates as may be selected by the Trustee after consultation with the Servicer), the
rate will be the Reference Bank Rate.
The “Reference Bank Rate” will be determined on the basis of the rates at which deposits in U.S. Dollars
are offered by the reference banks (which shall be any three major banks that are engaged in transactions in the
London interbank market, selected by the Trustee after consultation with the Servicer) as of 11:00 a.m., London
time, on the LIBOR Rate Adjustment Date to prime banks in the London interbank market for a period of one month
in amounts approximately equal to the aggregate Certificate Principal Balance of the LIBOR Certificates then
outstanding. The Trustee shall request the principal London office of each of the reference banks to provide a
quotation of its rate. If at least two such quotations are provided, the rate will be the arithmetic mean of the
quotations rounded up to the next multiple of 1/16%. If on such date fewer than two quotations are provided as
requested, the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City,
selected by the Trustee after consultation with the Servicer, as of 11:00 a.m., New York City time, on such date
for loans in U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to
the aggregate Certificate Principal Balance of the LIBOR Certificates then outstanding. If no such quotations
can be obtained, the rate will be One-Month LIBOR for the prior Distribution Date; provided, however, if, under
the priorities described above, One-Month LIBOR for a Distribution Date would be based on One-Month LIBOR for the
previous Distribution Date for the third consecutive Distribution Date, the Trustee shall select an alternative
comparable index (over which the Trustee has no control), used for determining one-month Eurodollar lending rates
that is calculated and published (or otherwise made available) by an independent party.
The establishment of One-Month LIBOR by the Trustee on any LIBOR Rate Adjustment Date and the Trustee's
subsequent calculation of the Pass-Through Rates applicable to the LIBOR Certificates for the relevant Interest
Accrual Period, in the absence of manifest error, will be final and binding.
Promptly following each LIBOR Rate Adjustment Date the Trustee shall supply the Servicer with the
results of its determination of One-Month LIBOR on such date. Furthermore, the Trustee shall supply to any
Certificateholder so calling the Bondholder Inquiry Line at 0-000-000-0000 and requesting the Pass-Through Rate
on the LIBOR Certificates for the current and the immediately preceding Interest Accrual Period.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans
(a) The Depositor, concurrently with the execution and delivery hereof, does hereby assign to the Trustee in
respect of the Trust Fund without recourse all the right, title and interest of the Depositor in and to (i) the
Mortgage Loans, including all interest and principal received on or with respect to the Mortgage Loans after the
Cut-off Date (other than payments of principal and interest due on the Mortgage Loans in the month of the Cut-off
Date) and (ii) all proceeds of the foregoing. In addition, on the Closing Date, the Trustee is hereby directed
to enter into the Swap Agreement on behalf of the Trust Fund with the Swap Counterparty.
(b) In connection with such assignment, and contemporaneously with the delivery of this Agreement, except as
set forth in Section 2.01(c) below and subject to Section 2.01(d) below, the Depositor does hereby deliver to,
and deposit with, the Trustee, or to and with one or more Custodians, as the duly appointed agent or agents of
the Trustee for such purpose, the following documents or instruments (or copies thereof as permitted by this
Section) with respect to each Mortgage Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the order of the Trustee and showing an
unbroken chain of endorsements from the originator thereof to the Person endorsing it to the Trustee, or with
respect to any Destroyed Mortgage Note, an original lost note affidavit from the related Seller or GMFI stating
that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage
Note;
(ii) The original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that
the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording indicated thereon
or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original
Mortgage with evidence of recording indicated thereon;
(iii) Unless the Mortgage Loan is registered on the MERS® System, the assignment (which may be included in one
or more blanket assignments if permitted by applicable law) of the Mortgage to the Trustee with evidence of
recording indicated thereon or a copy of such assignment with evidence of recording indicated thereon;
(iv) The original recorded assignment or assignments of the Mortgage showing an unbroken chain of title from
the originator to the Person assigning it to the Trustee (or to MERS, if the Mortgage Loan is registered on the
MERS® System and noting the presence of a MIN) with evidence of recordation noted thereon or attached thereto, or
a copy of such assignment or assignments of the Mortgage with evidence of recording indicated thereon; and
(v) The original of each modification, assumption agreement or preferred loan agreement, if any, relating to
such Mortgage Loan, or a copy of each modification, assumption agreement or preferred loan agreement.
The Depositor may, in lieu of delivering the original of the documents set forth in Section 2.01(b)(ii),
(iii), (iv) and (v) (or copies thereof as permitted by Section 2.01(b)) to the Trustee or the Custodian, deliver
such documents to the Servicer, and the Servicer shall hold such documents in trust for the use and benefit of
all present and future Certificateholders until such time as is set forth in the next sentence. Within thirty
Business Days following the earlier of (i) the receipt of the original of all of the documents or instruments set
forth in Section 2.01(b)(ii), (iii), (iv) and (v) (or copies thereof as permitted by such Section) for any
Mortgage Loan and (ii) a written request by the Trustee to deliver those documents with respect to any or all of
the Mortgage Loans then being held by the Servicer, the Servicer shall deliver a complete set of such documents
to the Trustee or the Custodian that are the duly appointed agent or agents of the Trustee.
On the Closing Date, the Servicer shall certify that it has in its possession an original or copy of
each of the documents referred to in Section 2.01(b)(ii), (iii), (iv) and (v) which has been delivered to it by
the Depositor.
[The Depositor, the Servicer and the Trustee agree that it is not intended that any mortgage loan be
included in the Trust Fund that is (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act
effective November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act
effective January 1, 2004, (iii) a “High Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home
Practices Act effective November 7, 2004 or (iv) a “High-Cost Home Loan” as defined in the Indiana High Cost Home
Loan Law effective January 1, 2005.]
(c) Notwithstanding the provisions of Section 2.01(b), in the event that in connection with any Mortgage
Loan, if the Depositor cannot deliver the original of the Mortgage, any assignment, modification, assumption
agreement or preferred loan agreement (or copy thereof as permitted by Section 2.01(b)) with evidence of
recording thereon concurrently with the execution and delivery of this Agreement because of (i) a delay caused by
the public recording office where such Mortgage, assignment, modification, assumption agreement or preferred loan
agreement as the case may be, has been delivered for recordation, or (ii) a delay in the receipt of certain
information necessary to prepare the related assignments, the Depositor shall deliver or cause to be delivered to
the Trustee or the respective Custodian a copy of such Mortgage, assignment, modification, assumption agreement
or preferred loan agreement.
The Depositor shall promptly cause to be recorded in the appropriate public office for real property
records the Assignment referred to in clause (iii) of Section 2.01(b), except (a) in states where, in the opinion
of counsel acceptable to the Trustee and the Servicer, such recording is not required to protect the Trustee's
interests in the Mortgage Loan or (b) if MERS is identified on the Mortgage or on a properly recorded assignment
of the Mortgage, as applicable, as the mortgagee of record solely as nominee for GMFI and its successors and
assigns. If any Assignment is lost or returned unrecorded to the Depositor because of any defect therein, the
Depositor shall prepare a substitute Assignment or cure such defect, as the case may be, and cause such
Assignment to be recorded in accordance with this paragraph. The Depositor shall promptly deliver or cause to be
delivered to the Trustee or the respective Custodian such Mortgage or Assignment, as applicable (or copy thereof
as permitted by Section 2.01(b)), with evidence of recording indicated thereon upon receipt thereof from the
public recording office or from the related Subservicer or Seller.
If the Depositor delivers to the Trustee or Custodian any Mortgage Note or Assignment of Mortgage in
blank, the Depositor shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and
the Assignment of Mortgage in the name of the Trustee in conjunction with the Interim Certification issued by the
Custodian, as contemplated by Section 2.02.
Any of the items set forth in Sections 2.01(b)(ii), (iii), (iv) and (v) and that may be delivered as a
copy rather than the original may be delivered to the Trustee or the Custodian.
In connection with the assignment of any Mortgage Loan registered on the MERS® System, the Depositor
further agrees that it will cause, at the Depositor's own expense, within 30 Business Days after the Closing
Date, the MERS® System to indicate that such Mortgage Loans have been assigned by the Depositor to the Trustee in
accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case
of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in
the field which identifies the specific Trustee and (b) the code in the field “Pool Field” which identifies the
series of the Certificates issued in connection with such Mortgage Loans. The Depositor further agrees that it
will not, and will not permit the Servicer to, and the Servicer agrees that it will not, alter the codes
referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until
such Mortgage Loan is repurchased in accordance with the terms of this Agreement.
(d) It is intended that the conveyances by the Depositor to the Trustee of the Mortgage Loans as provided
for in this Section 2.01 and the Uncertificated Regular Interests be construed as a sale by the Depositor to the
Trustee of the Mortgage Loans and the Uncertificated Regular Interests for the benefit of the Certificateholders.
Further, it is not intended that any such conveyance be deemed to be a pledge of the Mortgage Loans and the
Uncertificated Regular Interests by the Depositor to the Trustee to secure a debt or other obligation of the
Depositor. Nonetheless, (a) this Agreement is intended to be and hereby is a security agreement within the
meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction; (b) the conveyances provided for in this Section 2.01 shall be deemed to be (1) a grant
by the Depositor to the Trustee of a security interest in all of the Depositor's right (including the power to
convey title thereto), title and interest, whether now owned or hereafter acquired, in and to (A) the Mortgage
Loans, including the related Mortgage Note, the Mortgage, any insurance policies and all other documents in the
related Mortgage File, (B) all amounts payable pursuant to the Mortgage Loans or the Swap Agreement in accordance
with the terms thereof, (C) any Uncertificated Regular Interests and any and all general intangibles, payment
intangibles, accounts, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit,
goods, letters of credit, advices of credit and investment property and other property of whatever kind or
description now existing or hereafter acquired consisting of, arising from or relating to any of the foregoing,
and (D) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments,
securities or other property, including without limitation all amounts from time to time held or invested in the
Certificate Account or the Custodial Account, whether in the form of cash, instruments, securities or other
property and (2) an assignment by the Depositor to the Trustee of any security interest in any and all of GMFI's
right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired,
in and to the property described in the foregoing clauses (1)(A), (B), (C) and (D) granted by GMFI to the
Depositor pursuant to the Assignment Agreement; (c) the possession by the Trustee, the Custodian or any other
agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, money, payment
intangibles, negotiable documents, goods, deposit accounts, letters of credit, advices of credit, investment
property, certificated securities or chattel paper shall be deemed to be “possession by the secured party,” or
possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security
interest pursuant to the Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction as in effect (including, without limitation, Sections 8-106, 9-313 and 9-106 thereof);
and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from
persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, securities intermediaries, bailees or agents of, or persons holding for, (as applicable) the Trustee for
the purpose of perfecting such security interest under applicable law.
The Depositor and, at the Depositor's direction, GMFI and the Trustee shall, to the extent consistent
with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans and the Uncertificated Regular Interests and the other
property described above, such security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term of this Agreement. Without
limiting the generality of the foregoing, the Depositor shall prepare and deliver to the Trustee not less than 15
days prior to any filing date and, the Trustee shall forward for filing, or shall cause to be forwarded for
filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original
filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee's
security interest in or lien on the Mortgage Loans and the Uncertificated Regular Interests, as evidenced by an
Officers' Certificate of the Depositor, including without limitation (x) continuation statements, and (y) such
other statements as may be occasioned by (1) any change of name of GMFI, the Depositor or the Trustee (such
preparation and filing shall be at the expense of the Trustee, if occasioned by a change in the Trustee's name),
(2) any change of location of the place of business or the chief executive office of GMFI or the Depositor,
(3) any transfer of any interest of GMFI or the Depositor in any Mortgage Loan or (4) any transfer of any interest
of GMFI or the Depositor in any Uncertificated Regular Interests.
Section 2.02. Acceptance by Trustee
The Trustee acknowledges receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement,
and based solely upon a receipt or certification executed by the Custodian, receipt by the respective Custodian
as the duly appointed agent of the Trustee) of the documents referred to in Section 2.01(b)(i) above (except that
for purposes of such acknowledgement only, a Mortgage Note may be endorsed in blank and an Assignment of Mortgage
may be in blank) and declares that it, or a Custodian as its agent, holds and will hold such documents and the
other documents constituting a part of the Mortgage Files delivered to it, or a Custodian as its agent, in trust
for the use and benefit of all present and future Certificateholders. The Trustee or Custodian (such Custodian
being so obligated under a Custodial Agreement) agrees, for the benefit of Certificateholders, to review each
Mortgage File delivered to it pursuant to Section 2.01(b) within 90 days after the Closing Date to ascertain that
all required documents (specifically as set forth in Section 2.01(b)), have been executed and received, and that
such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, as supplemented, that have
been conveyed to it, and to deliver to the Trustee a certificate (the “Interim Certification”) to the effect that
all documents required to be delivered pursuant to Section 2.01(b) above have been executed and received and that
such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, except for any exceptions
listed on Schedule A attached to such Interim Certification. Upon delivery of the Mortgage Files by the Depositor
or the Servicer, the Trustee shall acknowledge receipt (or, with respect to Mortgage Loans subject to a Custodial
Agreement, and based solely upon a receipt or certification executed by the Custodian, receipt by the respective
Custodian as the duly appointed agent of the Trustee) of the documents referred to in Section 2.01(b) above.
If the Custodian, as the Trustee's agent, finds any document or documents constituting a part of a
Mortgage File to be missing or defective, upon receipt of notification from the Custodian as specified in the
succeeding sentence, the Trustee shall promptly so notify or cause the Custodian to notify the Servicer and the
Depositor. Pursuant to Section 2.3 of the Custodial Agreement, the Custodian will notify the Servicer, the
Depositor and the Trustee of any such omission or defect found by it in respect of any Mortgage File held by it
in respect of the items received by it pursuant to the Custodial Agreement. If such omission or defect materially
and adversely affects the interests in the related Mortgage Loan of the Certificateholders, the Servicer shall
promptly notify GMFI of such omission or defect and request GMFI to correct or cure such omission or defect
within 60 days from the date the Servicer was notified of such omission or defect and, if GMFI does not correct
or cure such omission or defect within such period, GMFI to purchase such Mortgage Loan from the Trust Fund at
its Purchase Price, within 90 days from the date the Servicer was notified of such omission or defect; provided
that if the omission or defect would cause the Mortgage Loan to be other than a “qualified mortgage” as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such
breach was discovered. The Purchase Price for any such Mortgage Loan shall be deposited or caused to be deposited
by the Servicer in the Custodial Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee or any Custodian, as
the case may be, shall release to GMFI the related Mortgage File and the Trustee shall execute and deliver such
instruments of transfer or assignment prepared by the Servicer, in each case without recourse, as shall be
necessary to vest in GMFI or its designee, any Mortgage Loan released pursuant hereto and thereafter such
Mortgage Loan shall not be part of the Trust Fund. It is understood and agreed that the obligation of GMFI, to
so cure or purchase any Mortgage Loan as to which a material and adverse defect in or omission of a constituent
document exists shall constitute the sole remedy respecting such defect or omission available to
Certificateholders or the Trustee on behalf of Certificateholders.
Section 2.03. Representations, Warranties and Covenants of the Servicer and the Depositor
(a) The Servicer hereby represents and warrants to the Trustee for the benefit of the Certificateholders
that:
(i) The Servicer is a corporation duly organized, validly existing and in good standing under the laws
governing its creation and existence and is or will be in compliance with the laws of each state in which any
Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan in
accordance with the terms of this Agreement;
(ii) The execution and delivery of this Agreement by the Servicer and its performance and compliance with the
terms of this Agreement will not violate the Servicer's Certificate of Incorporation or Bylaws or constitute a
material default (or an event which, with notice or lapse of time, or both, would constitute a material default)
under, or result in the material breach of, any material contract, agreement or other instrument to which the
Servicer is a party or which may be applicable to the Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor,
constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the
terms hereof subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting
the enforcement of creditors' rights generally and to general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at law;
(iv) The Servicer is not in default with respect to any order or decree of any court or any order, regulation
or demand of any federal, state, municipal or governmental agency, which default might have consequences that
would materially and adversely affect the condition (financial or other) or operations of the Servicer or its
properties or might have consequences that would materially adversely affect its performance hereunder;
(v) No litigation is pending or, to the best of the Servicer's knowledge, threatened against the Servicer
which would prohibit its entering into this Agreement or performing its obligations under this Agreement;
(vi) The Servicer shall comply in all material respects in the performance of this Agreement with all
reasonable rules and requirements of each insurer under each Required Insurance Policy;
(vii) No information, certificate of an officer, statement furnished in writing or report delivered to the
Depositor, any Affiliate of the Depositor or the Trustee by the Servicer will, to the knowledge of the Servicer,
contain any untrue statement of a material fact or omit a material fact necessary to make the information,
certificate, statement or report not misleading;
(viii) The Servicer has examined each existing, and will examine each new, Subservicing Agreement and is or
will be familiar with the terms thereof. The terms of each existing Subservicing Agreement and each designated
Subservicer are acceptable to the Servicer and any new Subservicing Agreements will comply with the provisions of
Section 3.02;
(ix) The Servicer is a member of MERS in good standing, and will comply in all material respects with the
rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with
MERS; and
(x) The [Servicing Guide] of the Servicer requires that the Subservicer for each Mortgage Loan accurately
and fully reports its borrower credit files to each of the Credit Repositories in a timely manner.
It is understood and agreed that the representations and warranties set forth in this
Section 2.03(a) shall survive delivery of the respective Mortgage Files to the Trustee or any Custodian.
Upon discovery by either the Depositor, the Servicer, the Trustee or any Custodian of a breach of any
representation or warranty set forth in this Section 2.03(a) which materially and adversely affects the interests
of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties (any Custodian being so obligated under a Custodial Agreement). Within 90 days of its
discovery or its receipt of notice of such breach, the Servicer shall either (i) cure such breach in all material
respects or (ii) to the extent that such breach is with respect to a Mortgage Loan or a related document,
purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in
Section 2.02; provided that if the breach would cause the Mortgage Loan to be other than a “qualified mortgage” as
defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date
such breach was discovered. The obligation of the Servicer to cure such breach or to so purchase such Mortgage
Loan shall constitute the sole remedy in respect of a breach of a representation and warranty set forth in this
Section 2.03(a) available to the Certificateholders or the Trustee on behalf of the Certificateholders.
(b) The Depositor hereby represents and warrants to the Trustee for the benefit of the Certificateholders
that as of the Closing Date (or, if otherwise specified below, as of the date so specified): (i) the information
set forth in Exhibit F hereto with respect to each Mortgage Loan or the Mortgage Loans, as the case may be, is
true and correct in all material respects at the respective date or dates which such information is furnished;
(ii) immediately prior to the conveyance of the Mortgage Loans to the Trustee, the Depositor had good title to,
and was the sole owner of, each Mortgage Loan free and clear of any pledge, lien, encumbrance or security
interest (other than rights to servicing and related compensation) and such conveyance validly transfers
ownership of the Mortgage Loans to the Trustee free and clear of any pledge, lien, encumbrance or security
interest; and (iii) each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code
and Treasury Regulations Section 1.860G-2(a)(1).
It is understood and agreed that the representations and warranties set forth in this
Section 2.03(b) shall survive delivery of the respective Mortgage Files to the Trustee or any Custodian.
Upon discovery by any of the Depositor, the Servicer, the Trustee or any Custodian of a breach of any of
the representations and warranties set forth in this Section 2.03(b) which materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt
written notice to the other parties (any Custodian being so obligated under a Custodial Agreement); provided,
however, that in the event of a breach of the representation and warranty set forth in Section 2.03(b)(iii), the
party discovering such breach shall give such notice within five days of discovery. Within 90 days of its
discovery or its receipt of notice of breach, the Depositor shall either (i) cure such breach in all material
respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set
forth in Section 2.02; provided that the Depositor shall have the option to substitute a Qualified Substitute
Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing
Date; provided that if the omission or defect would cause the Mortgage Loan to be other than a “qualified
mortgage” as defined in Section 860G(a)(3) of the Code, any such cure, substitution or repurchase must occur
within 90 days from the date such breach was discovered. Any such substitution shall be effected by the Depositor
under the same terms and conditions as provided in Section 2.04 for substitutions by GMFI. It is understood and
agreed that the obligation of the Depositor to cure such breach or to so purchase or substitute for any Mortgage
Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such
breach available to the Certificateholders or the Trustee on behalf of the Certificateholders. Notwithstanding
the foregoing, the Depositor shall not be required to cure breaches or purchase or substitute for Mortgage Loans
as provided in this Section 2.03(b) if the substance of the breach of a representation set forth above also
constitutes fraud in the origination of the Mortgage Loan.
Section 2.04. Representations and Warranties of GMFI
The Depositor, as assignee of GMFI under the Assignment Agreement, hereby assigns to the Trustee for the
benefit of the Certificateholders all of its right, title and interest in respect of the Assignment Agreement
applicable to a Mortgage Loan as and to the extent set forth in the Assignment Agreement. Insofar as the
Assignment Agreement relates to the representations and warranties made by GMFI or the related Seller in respect
of such Mortgage Loan and any remedies provided thereunder for any breach of such representations and warranties,
such right, title and interest may be enforced by the Servicer on behalf of the Trustee and the
Certificateholders. Upon the discovery by the Depositor, the Servicer, the Trustee or any Custodian of a breach
of any of the representations and warranties made in the Assignment Agreement in respect of any Mortgage Loan or
of any Repurchase Event which materially and adversely affects the interests of the Certificateholders in such
Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any
Custodian being so obligated under a Custodial Agreement). The Servicer shall promptly notify GMFI of such
breach or Repurchase Event and request that GMFI either (i) cure such breach or Repurchase Event in all material
respects within 90 days from the date the Servicer was notified of such breach or Repurchase Event or
(ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in
Section 2.02; provided that, in the case of a breach or Repurchase Event under the Assignment Agreement GMFI shall
have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such
substitution occurs within two years following the Closing Date; provided that if the breach would cause the
Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3) of the Code, any such cure
or substitution must occur within 90 days from the date the breach was discovered. If the breach of
representation and warranty that gave rise to the obligation to repurchase or substitute a Mortgage Loan pursuant
to Section 4 of the Assignment Agreement was the representation and warranty set forth in clause (w) of Section 4
thereof, then the Servicer shall request that GMFI pay to the Trust Fund, concurrently with and in addition to
the remedies provided in the preceding sentence, an amount equal to any liability, penalty or expense that was
actually incurred and paid out of or on behalf of the Trust Fund, and that directly resulted from such breach, or
if incurred and paid by the Trust Fund thereafter, concurrently with such payment. In the event that GMFI elects
to substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this
Section 2.04, GMFI shall deliver to the Trustee for the benefit of the Certificateholders with respect to such
Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment of the
Mortgage in recordable form, and such other documents and agreements as are required by Section 2.01, with the
Mortgage Note endorsed as required by Section 2.01. No substitution will be made in any calendar month after the
Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in
the month of substitution shall not be part of the Trust Fund and will be retained by the Servicer and remitted
by the Servicer to GMFI on the next succeeding Distribution Date. For the month of substitution, distributions
to the Certificateholders will include the Monthly Payment due on a Deleted Mortgage Loan for such month and
thereafter GMFI shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The
Servicer shall amend or cause to be amended the Mortgage Loan Schedule for the benefit of the Certificateholders
to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualified Substitute Mortgage
Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon such
substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement and
the related Subservicing Agreement in all respects, GMFI shall be deemed to have made the representations and
warranties with respect to the Qualified Substitute Mortgage Loan (other than those of a statistical nature)
contained in Section 4 of the Assignment Agreement as of the date of substitution, and the covenants,
representations and warranties set forth in this Section 2.04, and in Section 2.03(a) hereof and in Section 4 of
the Assignment Agreement, and the Servicer shall be obligated to repurchase or substitute for any Qualified
Substitute Mortgage Loan as to which a Repurchase Event (as defined in the Assignment Agreement) has occurred
pursuant to Section 4 of the Assignment Agreement.
In connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more
Deleted Mortgage Loans, the Servicer shall determine the amount (if any) by which the aggregate principal balance
of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated
Principal Balance of all such Deleted Mortgage Loans (in each case after application of the principal portion of
the Monthly Payments due in the month of substitution that are to be distributed to the Certificateholders in the
month of substitution). GMFI shall deposit the amount of such shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor. GMFI shall give notice in writing to the Trustee of such event,
which notice shall be accompanied by an Officers' Certificate as to the calculation of such shortfall and
(subject to Section 10.01(f)) by an Opinion of Counsel to the effect that such substitution will not cause
(a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on
“prohibited transactions” under Section 860F(a)(1) of the Code or on “contributions after the startup date” under
Section 860G(d)(1) of the Code or (b) any portion of any REMIC created hereunder to fail to qualify as a REMIC at
any time that any Certificate is outstanding.
It is understood and agreed that the obligation of GMFI to cure such breach or purchase or substitute
for a such Mortgage Loan as to which such a breach has occurred and is continuing and to make any additional
payments required under the Assignment Agreement in connection with a breach of the representation and warranty
in clause (w) of Section 4 thereof shall constitute the sole remedy respecting such breach available to the
Certificateholders or the Trustee on behalf of the Certificateholders. If the Servicer is GMFI, then the Trustee
shall also have the right to give the notification and require the purchase or substitution provided for in the
second preceding paragraph in the event of such a breach of a representation or warranty made by GMFI in the
Assignment Agreement. In connection with the purchase of or substitution for any such Mortgage Loan by GMFI, the
Trustee shall assign to GMFI all of the right, title and interest in respect of the Seller's Agreement and the
Assignment Agreement applicable to such Mortgage Loan.
Section 2.05. Execution and Authentication of Certificates; Conveyance of Uncertificated REMIC Regular
Interests
(a) The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the Mortgage
Files to it, or any Custodian on its behalf, subject to any exceptions noted, together with the assignment to it
of all other assets included in the Trust Fund, receipt of which is hereby acknowledged. Concurrently with such
delivery and in exchange therefor, the Trustee, pursuant to the written request of the Depositor executed by an
officer of the Depositor, has executed and caused to be authenticated and delivered to or upon the order of the
Depositor the [Certificates in authorized denominations which evidence ownership of the entire Trust Fund].
(b) [The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set
over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the
Depositor in and to the REMIC I Regular Interests and the REMIC II Regular Interests for the benefit of the
Holders of each Class of Certificates (other than the Class R-I Certificates and the Class R-II Certificates).
The Trustee acknowledges receipt of the REMIC I Regular Interests and the REMIC II Regular Interests and declares
that it holds and will hold the same in trust for the exclusive use and benefit of the Holders of each Class of
Certificates (other than the Class R-I Certificates and the Class R-II Certificates). The interests evidenced by
the Class R-III Certificates, together with the REMIC III Regular Interests, constitute the entire beneficial
ownership interest in REMIC III.]
Section 2.06. Purposes and Powers of the Trust
The purpose of the trust, as created hereunder, is to engage in the following activities:
(a) to sell the Certificates to the Depositor in exchange for the Mortgage Loans;
(b) to enter into and perform its obligations under this Agreement;
(c) to engage in those activities that are necessary, suitable or convenient to accomplish the foregoing or
are incidental thereto or connected therewith; and
(d) subject to compliance with this Agreement, to engage in such other activities as may be required in
connection with conservation of the Trust Fund and the making of distributions to the Certificateholders.
The trust is hereby authorized to engage in the foregoing activities. Notwithstanding the provisions of
Section 11.01, the trust shall not engage in any activity other than in connection with the foregoing or other
than as required or authorized by the terms of this Agreement while any Certificate is outstanding, and this
Section 2.06 may not be amended, without the consent of the Certificateholders evidencing a majority of the
aggregate Voting Rights of the Certificates.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Servicer to Act as Servicer
(a) The Servicer shall service and administer the Mortgage Loans in accordance with the terms of this
Agreement and the respective Mortgage Loans, following such procedures as it would employ in its good faith
business judgment and which are normal and usual in its general mortgage servicing activities, and shall have
full power and authority, acting alone or through Subservicers as provided in Section 3.02, to do any and all
things which it may deem necessary or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Servicer in its own name or in the name of a Subservicer is hereby
authorized and empowered by the Trustee when the Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and deliver, on behalf of the Certificateholders and the Trustee or
any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge,
or of consent to assumption or modification in connection with a proposed conveyance, or of assignment of any
Mortgage and Mortgage Note in connection with the repurchase of a Mortgage Loan and all other comparable
instruments, or with respect to the modification or re-recording of a Mortgage for the purpose of correcting the
Mortgage, the subordination of the lien of the Mortgage in favor of a public utility company or government agency
or unit with powers of eminent domain, the taking of a deed in lieu of foreclosure, the commencement, prosecution
or completion of judicial or non-judicial foreclosure, the conveyance of a Mortgaged Property to the related
insurer, the acquisition of any property acquired by foreclosure or deed in lieu of foreclosure, or the
management, marketing and conveyance of any property acquired by foreclosure or deed in lieu of foreclosure with
respect to the Mortgage Loans and with respect to the Mortgaged Properties. The Servicer further is authorized
and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name
of the Subservicer, when the Servicer or the Subservicer, as the case may be, believes it is appropriate in its
best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of
any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with
respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee
and its successors and assigns. Any expenses incurred in connection with the actions described in the preceding
sentence shall be borne by the Servicer in accordance with Section 3.16(c), with no right of reimbursement;
provided, that if, as a result of MERS discontinuing or becoming unable to continue operations in connection with
the MERS® System, it becomes necessary to remove any Mortgage Loan from registration on the MERS® System and to
arrange for the assignment of the related Mortgages to the Trustee, then any related expenses shall be
reimbursable to the Servicer as set forth in Section 3.10(a)(ii). Notwithstanding the foregoing, subject to
Section 3.07(a), the Servicer shall not permit any modification with respect to any Mortgage Loan that would both
constitute a sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code and any
proposed, temporary or final regulations promulgated thereunder (other than in connection with a proposed
conveyance or assumption of such Mortgage Loan that is treated as a Principal Prepayment in Full pursuant to
Section 3.13(d) hereof) and cause any REMIC created hereunder to fail to qualify as a REMIC under the Code. The
Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to
enable the Servicer to service and administer the Mortgage Loans. The Trustee shall not be liable for any action
taken by the Servicer or any Subservicer pursuant to such powers of attorney or other documents. In servicing and
administering any Nonsubserviced Mortgage Loan, the Servicer shall, to the extent not inconsistent with this
Agreement, comply with the Program Guide as if it were the originator of such Mortgage Loan and had retained the
servicing rights and obligations in respect thereof. In connection with servicing and administering the Mortgage
Loans, the Servicer and any Affiliate of the Servicer (i) may perform services such as appraisals and brokerage
services that are customarily provided by Persons other than servicers of mortgage loans, and shall be entitled
to reasonable compensation therefor in accordance with Section 3.10 and (ii) may, at its own discretion and on
behalf of the Trustee, obtain credit information in the form of a “credit score” from a credit repository.
(b) All costs incurred by the Servicer or by Subservicers in effecting the timely payment of taxes and
assessments on the properties subject to the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the amount owing under the related Mortgage Loans,
notwithstanding that the terms of such Mortgage Loan so permit, and such costs shall be recoverable to the extent
permitted by Section 3.10(a)(ii).
(c) The Servicer may enter into one or more agreements in connection with the offering of pass-through
certificates evidencing interests in one or more of the Certificates providing for the payment by the Servicer of
amounts received by the Servicer as servicing compensation hereunder and required to cover certain Prepayment
Interest Shortfalls on the Mortgage Loans, which payment obligation will thereafter be an obligation of the
Servicer hereunder.
Section 3.02. Subservicing Agreements Between Servicer and Subservicers; Enforcement of Subservicers'
Obligations; Special Servicing
(a) The Servicer may continue in effect Subservicing Agreements entered into by GMFI and Subservicers prior
to the execution and delivery of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the Mortgage Loans. Each Subservicer shall
be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in
the business of originating or servicing mortgage loans, and in either case shall be authorized to transact
business in the state or states in which the related Mortgaged Properties it is to service are situated, if and
to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under
the Subservicing Agreement, and in either case shall be a Xxxxxxx Mac, Xxxxxx Mae or HUD approved mortgage
servicer. Each Subservicer of a Mortgage Loan shall be entitled to receive and retain, as provided in the related
Subservicing Agreement and in Section 3.07, the related Subservicing Fee from payments of interest received on
such Mortgage Loan after payment of all amounts required to be remitted to the Servicer in respect of such
Mortgage Loan. For any Mortgage Loan that is a Nonsubserviced Mortgage Loan, the Servicer shall be entitled to
receive and retain an amount equal to the Subservicing Fee from payments of interest. Unless the context
otherwise requires, references in this Agreement to actions taken or to be taken by the Servicer in servicing the
Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Servicer. Each Subservicing
Agreement will be upon such terms and conditions as are generally required by, permitted by or consistent with
the Program Guide and are not inconsistent with this Agreement and as the Servicer and the Subservicer have
agreed. With the approval of the Servicer, a Subservicer may delegate its servicing obligations to third-party
servicers, but such Subservicer will remain obligated under the related Subservicing Agreement. The Servicer and
a Subservicer may enter into amendments thereto or a different form of Subservicing Agreement, and the form
referred to or included in the Program Guide is merely provided for information and shall not be deemed to limit
in any respect the discretion of the Servicer to modify or enter into different Subservicing Agreements;
provided, however, that any such amendments or different forms shall be consistent with and not violate the
provisions of either this Agreement or the Program Guide in a manner which would materially and adversely affect
the interests of the Certificateholders. The Program Guide and any other Subservicing Agreement entered into
between the Servicer and any Subservicer shall require the Subservicer to accurately and fully report its
borrower credit files to each of the Credit Repositories in a timely manner.
(b) As part of its servicing activities hereunder, the Servicer, for the benefit of the Trustee and the
Certificateholders, shall use its best reasonable efforts to enforce the obligations of each Subservicer under
the related Subservicing Agreement and of each Seller under the related Seller's Agreement, to the extent that
the non-performance of any such obligation would have a material and adverse effect on a Mortgage Loan,
including, without limitation, the obligation to purchase a Mortgage Loan on account of defective documentation,
as described in Section 2.02, or on account of a breach of a representation or warranty, as described in
Section 2.04. Such enforcement, including, without limitation, the legal prosecution of claims, termination of
Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit of other appropriate remedies,
shall be in such form and carried out to such an extent and at such time as the Servicer would employ in its good
faith business judgment and which are normal and usual in its general mortgage servicing activities. The
Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only
(i) from a general recovery resulting from such enforcement to the extent, if any, that such recovery exceeds all
amounts due in respect of the related Mortgage Loan or (ii) from a specific recovery of costs, expenses or
attorneys fees against the party against whom such enforcement is directed. For purposes of clarification only,
the parties agree that the foregoing is not intended to, and does not, limit the ability of the Servicer to be
reimbursed for expenses that are incurred in connection with the enforcement of a Seller's obligations and are
reimbursable pursuant to Section 3.10(a)(vii).
Section 3.03. Successor Subservicers
The Servicer shall be entitled to terminate any Subservicing Agreement that may exist in accordance with
the terms and conditions of such Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing Agreement by the Servicer or the
Subservicer, the Servicer shall either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the related Subservicing Agreement. If
the Servicer or any Affiliate of GMFI acts as servicer, it will not assume liability for the representations and
warranties of the Subservicer which it replaces. If the Servicer enters into a Subservicing Agreement with a
successor Subservicer, the Servicer shall use reasonable efforts to have the successor Subservicer assume
liability for the representations and warranties made by the terminated Subservicer in respect of the related
Mortgage Loans and, in the event of any such assumption by the successor Subservicer, the Servicer may, in the
exercise of its business judgment, release the terminated Subservicer from liability for such representations and
warranties.
Section 3.04. Liability of the Servicer
Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to
agreements or arrangements between the Servicer or a Subservicer or reference to actions taken through a
Subservicer or otherwise, the Servicer shall remain obligated and liable to the Trustee and Certificateholders
for the servicing and administering of the Mortgage Loans in accordance with the provisions of Section 3.01
without diminution of such obligation or liability by virtue of such Subservicing Agreements or arrangements or
by virtue of indemnification from the Subservicer or the Depositor and to the same extent and under the same
terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer
shall be entitled to enter into any agreement with a Subservicer or Seller for indemnification of the Servicer
and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.
Section 3.05. No Contractual Relationship Between Subservicer and Trustee or Certificateholders
Any Subservicing Agreement that may be entered into and any other transactions or services relating to
the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be
between the Subservicer and the Servicer alone and the Trustee and Certificateholders shall not be deemed parties
thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing provision shall not in any way limit a
Subservicer's obligation to cure an omission or defect or to repurchase a Mortgage Loan as referred to in
Section 2.02 hereof.
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee
(a) In the event the Servicer shall for any reason no longer be the Servicer (including by reason of an
Event of Default), the Trustee, its designee or its successor shall thereupon assume all of the rights and
obligations of the Servicer under each Subservicing Agreement that may have been entered into. The Trustee, its
designee or the successor servicer for the Trustee shall be deemed to have assumed all of the Servicer's interest
therein and to have replaced the Servicer as a party to the Subservicing Agreement to the same extent as if the
Subservicing Agreement had been assigned to the assuming party except that the Servicer shall not thereby be
relieved of any liability or obligations under the Subservicing Agreement.
(b) The Servicer shall, upon request of the Trustee but at the expense of the Servicer, deliver to the
assuming party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and otherwise use its best efforts to effect
the orderly and efficient transfer of each Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial Account
(a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and
provisions of the Mortgage Loans, and shall, to the extent such procedures shall be consistent with this
Agreement and the terms and provisions of any related Primary Insurance Policy, follow such collection procedures
as it would employ in its good faith business judgment and which are normal and usual in its general mortgage
servicing activities. Consistent with the foregoing, the Servicer may in its discretion (i) waive any late
payment charge or any prepayment charge or penalty interest in connection with the prepayment of a Mortgage Loan
and (ii) extend the Due Date for payments due on a Mortgage Loan in accordance with the Program Guide, provided,
however, that the Servicer shall first determine that any such waiver or extension will not impair the coverage
of any related Primary Insurance Policy or materially adversely affect the lien of the related Mortgage.
Notwithstanding anything in this Section to the contrary, the Servicer or any Subservicer shall not enforce any
prepayment charge to the extent that such enforcement would violate any applicable law. In the event of any such
arrangement, the Servicer shall make timely advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such
arrangements unless otherwise agreed to by the Holders of the Classes of Certificates affected thereby; provided,
however, that no such extension shall be made if any advance would be a Nonrecoverable Advance. Consistent with
the terms of this Agreement, the Servicer may also waive, modify or vary any term of any Mortgage Loan or consent
to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if
in the Servicer's determination such waiver, modification, postponement or indulgence is not materially adverse
to the interests of the Certificateholders (taking into account any estimated Realized Loss that might result
absent such action), provided, however, that the Servicer may not modify materially or permit any Subservicer to
modify any Mortgage Loan, including without limitation any modification that would change the Mortgage Rate,
forgive the payment of any principal or interest (unless in connection with the liquidation of the related
Mortgage Loan or except in connection with prepayments to the extent that such reamortization is not inconsistent
with the terms of the Mortgage Loan), capitalize any amounts owing on the Mortgage Loan by adding such amount to
the outstanding principal balance of the Mortgage Loan, or extend the final maturity date of such Mortgage Loan,
unless such Mortgage Loan is in default or, in the judgment of the Servicer, such default is reasonably
foreseeable. No such modification shall reduce the Mortgage Rate on a Mortgage Loan below one-half of the
Mortgage Rate as in effect on the Cut-off Date, but not less than the sum of the rates at which the Servicing Fee
and the Subservicing Fee accrue. The final maturity date for any Mortgage Loan shall not be extended beyond the
Maturity Date. Also, the Stated Principal Balance of all Reportable Modified Mortgage Loans subject to Servicing
Modifications (measured at the time of the Servicing Modification and after giving effect to any Servicing
Modification) can be no more than five percent of the aggregate principal balance of the Mortgage Loans as of the
Cut-off Date, unless such limit is increased from time to time with the consent of the Rating Agencies. In
addition, any amounts owing on a Mortgage Loan added to the outstanding principal balance of such Mortgage Loan
must be fully amortized over the term of such Mortgage Loan, and such amounts may be added to the outstanding
principal balance of a Mortgage Loan only once during the life of such Mortgage Loan. Also, the addition of such
amounts described in the preceding sentence shall be implemented in accordance with the Program Guide and may be
implemented only by Subservicers that have been approved by the Servicer for such purposes. In connection with
any Curtailment of a Mortgage Loan, the Servicer, to the extent not inconsistent with the terms of the Mortgage
Note and local law and practice, may permit the Mortgage Loan to be re-amortized such that the Monthly Payment is
recalculated as an amount that will fully amortize the remaining principal balance thereof by the original
maturity date based on the original Mortgage Rate; provided, that such reamortization shall not be permitted if
it would constitute a reissuance of the Mortgage Loan for federal income tax purposes.
(b) The Servicer shall establish and maintain a Custodial Account in which the Servicer shall deposit or
cause to be deposited on a daily basis, except as otherwise specifically provided herein, the following payments
and collections remitted by Subservicers or received by it in respect of the Mortgage Loans subsequent to the
Cut-off Date (other than in respect of principal and interest on the Mortgage Loans due on or before the Cut-off
Date):
(i) All payments on account of principal, including Principal Prepayments made by Mortgagors on the Mortgage
Loans and the principal component of any Subservicer Advance or of any REO Proceeds received in connection with
an REO Property for which an REO Disposition has occurred;
(ii) All payments on account of interest at the Adjusted Mortgage Rate on the Mortgage Loans, including the
interest component of any Subservicer Advance or of any REO Proceeds received in connection with an REO Property
for which an REO Disposition has occurred;
(iii) Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds (net of any related expenses of the
Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to Section 2.02, 2.03, 2.04 or 4.07 (including
amounts received from GMFI pursuant to the last paragraph of Section 4 of the Assignment Agreement in respect of
any liability, penalty or expense that resulted from a breach of the representation and warranty set forth in
clause 4(w) of the Assignment Agreement) and all amounts required to be deposited in connection with the
substitution of a Qualified Substitute Mortgage Loan pursuant to Section 2.03 or 2.04; and
(v) Any amounts required to be deposited pursuant to Section 3.07(c) and any payments or collections
received in the nature of prepayment charges.
The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood
and agreed that, without limiting the generality of the foregoing, payments on the Mortgage Loans which are not
part of the Trust Fund (consisting of payments in respect of principal and interest on the Mortgage Loans
received prior to the Cut-off Date) and payments or collections consisting of late payment charges or assumption
fees may but need not be deposited by the Servicer in the Custodial Account. In the event any amount not
required to be deposited in the Custodial Account is so deposited, the Servicer may at any time withdraw such
amount from the Custodial Account, any provision herein to the contrary notwithstanding. The Custodial Account
may contain funds that belong to one or more trust funds created for mortgage pass-through certificates of other
series and may contain other funds respecting payments on mortgage loans belonging to the Servicer or serviced by
it on behalf of others. Notwithstanding such commingling of funds, the Servicer shall keep records that
accurately reflect the funds on deposit in the Custodial Account that have been identified by it as being
attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds, Subsequent Recoveries and the
proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02, 2.03, 2.04 and 4.07 received in any
calendar month, the Servicer may elect to treat such amounts as included in the Available Distribution Amount for
the Distribution Date in the month of receipt, but is not obligated to do so. If the Servicer so elects, such
amounts will be deemed to have been received (and any related Realized Loss shall be deemed to have occurred) on
the last day of the month prior to the receipt thereof.
(c) The Servicer shall use its best efforts to cause the institution maintaining the Custodial Account to
invest the funds in the Custodial Account attributable to the Mortgage Loans in Permitted Investments which shall
mature not later than the Certificate Account Deposit Date next following the date of such investment (with the
exception of the Amount Held for Future Distribution) and which shall not be sold or disposed of prior to their
maturities. All income and gain realized from any such investment shall be for the benefit of the Servicer as
additional servicing compensation and shall be subject to its withdrawal or order from time to time. The amount
of any losses incurred in respect of any such investments attributable to the investment of amounts in respect of
the Mortgage Loans shall be deposited in the Custodial Account by the Servicer out of its own funds immediately
as realized.
(d) The Servicer shall give notice to the Trustee and the Depositor of any change in the location of the
Custodial Account and the location of the Certificate Account prior to the use thereof.
Section 3.08. Subservicing Accounts; Servicing Accounts
(a) In those cases where a Subservicer is servicing a Mortgage Loan pursuant to a Subservicing Agreement,
the Servicer shall cause the Subservicer, pursuant to the Subservicing Agreement, to establish and maintain one
or more Subservicing Accounts which shall be an Eligible Account or, if such account is not an Eligible Account,
shall generally satisfy the requirements of the Program Guide and be otherwise acceptable to the Servicer and
each Rating Agency. The Subservicer will be required thereby to deposit into the Subservicing Account on a daily
basis all proceeds of Mortgage Loans received by the Subservicer, less its Subservicing Fees and unreimbursed
advances and expenses, to the extent permitted by the Subservicing Agreement. If the Subservicing Account is not
an Eligible Account, the Servicer shall be deemed to have received such monies upon receipt thereof by the
Subservicer. The Subservicer shall not be required to deposit in the Subservicing Account payments or collections
in the nature of late charges or assumption fees, or payments or collections received in the nature of prepayment
charges to the extent that the Subservicer is entitled to retain such amounts pursuant to the Subservicing
Agreement. On or before the date specified in the Program Guide, but in no event later than the Determination
Date, the Servicer shall cause the Subservicer, pursuant to the Subservicing Agreement, to remit to the Servicer
for deposit in the Custodial Account all funds held in the Subservicing Account with respect to each Mortgage
Loan serviced by such Subservicer that are required to be remitted to the Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to advance on such scheduled date of remittance amounts equal
to any scheduled monthly installments of principal and interest less its Subservicing Fees on any Mortgage Loans
for which payment was not received by the Subservicer. This obligation to advance with respect to each Mortgage
Loan will continue up to and including the first of the month following the date on which the related Mortgaged
Property is sold at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of foreclosure or
otherwise. All such advances received by the Servicer shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing Agreement, to remit to the Servicer
for deposit in the Custodial Account interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus
the rate per annum at which the Servicing Fee, if any, accrues in the case of a Modified Mortgage Loan) on any
Curtailment received by such Subservicer in respect of a Mortgage Loan from the related Mortgagor during any
month that is to be applied by the Subservicer to reduce the unpaid principal balance of the related Mortgage
Loan as of the first day of such month, from the date of application of such Curtailment to the first day of the
following month. Any amounts paid by a Subservicer pursuant to the preceding sentence shall be for the benefit of
the Servicer as additional servicing compensation and shall be subject to its withdrawal or order from time to
time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account, the Servicer shall for any
Nonsubserviced Mortgage Loan, and shall cause the Subservicers for Subserviced Mortgage Loans to, establish and
maintain one or more Servicing Accounts and deposit and retain therein all collections from the Mortgagors (or
advances from Subservicers) for the payment of taxes, assessments, hazard insurance premiums, Primary Insurance
Policy premiums, if applicable, or comparable items for the account of the Mortgagors. Each Servicing Account
shall satisfy the requirements for a Subservicing Account and, to the extent permitted by the Program Guide or as
is otherwise acceptable to the Servicer, may also function as a Subservicing Account. Withdrawals of amounts
related to the Mortgage Loans from the Servicing Accounts may be made only to effect timely payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if applicable, or comparable items, to
reimburse the Servicer or Subservicer out of related collections for any payments made pursuant to Sections 3.11
(with respect to the Primary Insurance Policy) and 3.12(a) (with respect to hazard insurance), to refund to any
Mortgagors any sums as may be determined to be overages, to pay interest, if required, to Mortgagors on balances
in the Servicing Account or to clear and terminate the Servicing Account at the termination of this Agreement in
accordance with Section 9.01 or in accordance with the Program Guide. As part of its servicing duties, the
Servicer shall, and the Subservicers will, pursuant to the Subservicing Agreements, be required to pay to the
Mortgagors interest on funds in this account to the extent required by law.
(d) The Servicer shall advance the payments referred to in the preceding subsection that are not timely paid
by the Mortgagors or advanced by the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Servicer shall be required so to advance only to the extent that such
advances, in the good faith judgment of the Servicer, will be recoverable by the Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage Loans
In the event that compliance with this Section 3.09 shall make any Class of Certificates legal for
investment by federally insured savings and loan associations, the Servicer shall provide, or cause the
Subservicers to provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the supervisory agents
and examiners thereof access to the documentation regarding the Mortgage Loans required by applicable regulations
of the Office of Thrift Supervision, such access being afforded without charge but only upon reasonable request
and during normal business hours at the offices designated by the Servicer. The Servicer shall permit such
representatives to photocopy any such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Servicer.
Section 3.10. Permitted Withdrawals from the Custodial Account
(a) The Servicer may, from time to time as provided herein, make withdrawals from the Custodial Account of
amounts on deposit therein pursuant to Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to make deposits into the Certificate Account in the amounts and in the manner provided for in
Section 4.01;
(ii) to reimburse itself or the related Subservicer for previously unreimbursed Advances, Servicing Advances
or other expenses made pursuant to Sections 3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or otherwise
reimbursable pursuant to the terms of this Agreement, such withdrawal right being limited to amounts received on
the related Mortgage Loans (including, for this purpose, REO Proceeds, Insurance Proceeds, Liquidation Proceeds
and proceeds from the purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 2.04 or 4.07) which represent
(A) Late Collections of Monthly Payments for which any such advance was made in the case of Subservicer Advances
or Advances pursuant to Section 4.04 and (B) recoveries of amounts in respect of which such advances were made in
the case of Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not previously retained by such Subservicer) out of each
payment received by the Servicer on account of interest on a Mortgage Loan as contemplated by Sections 3.14 and
3.16, an amount equal to that remaining portion of any such payment as to interest (but not in excess of the
Servicing Fee and the Subservicing Fee, if not previously retained) which, when deducted, will result in the
remaining amount of such interest being interest at a rate per annum equal to the Net Mortgage Rate (or Modified
Net Mortgage Rate in the case of a Modified Mortgage Loan) on the amount specified in the amortization schedule
of the related Mortgage Loan as the principal balance thereof at the beginning of the period respecting which
such interest was paid after giving effect to any previous Curtailments;
(iv) to pay to itself as additional servicing compensation any interest or investment income earned on funds
and other property deposited in or credited to the Custodial Account that it is entitled to withdraw pursuant to
Section 3.07(c);
(v) to pay to itself as additional servicing compensation any Foreclosure Profits, and any amounts remitted
by Subservicers as interest in respect of Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller, GMFI, the Depositor or any other appropriate Person, as the
case may be, with respect to each Mortgage Loan or property acquired in respect thereof that has been purchased
or otherwise transferred pursuant to Section 2.02, 2.03, 2.04, 4.07 or 9.01, all amounts received thereon and not
required to be distributed to Certificateholders as of the date on which the related Stated Principal Balance or
Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for any Nonrecoverable Advance or Advances in the manner
and to the extent provided in subsection (c) below, and any Advance or Servicing Advance made in connection with
a modified Mortgage Loan that is in default or, in the judgment of the Servicer, default is reasonably
foreseeable pursuant to Section 3.07(a), to the extent the amount of the Advance or Servicing Advance was added
to the Stated Principal Balance of the Mortgage Loan in a prior calendar month;
(viii) to reimburse itself or the Depositor for expenses incurred by and reimbursable to it or the Depositor
pursuant to Section 3.01(a), 3.11, 3.13, 3.14(c), 6.03, 10.01 or otherwise, or in connection with enforcing any
repurchase, substitution or indemnification obligation of any Seller (other than the Depositor or an Affiliate of
the Depositor) pursuant to the related Seller's Agreement;
(ix) to reimburse itself for amounts expended by it (a) pursuant to Section 3.14 in good faith in connection
with the restoration of property damaged by an Uninsured Cause, and (b) in connection with the liquidation of a
Mortgage Loan or disposition of an REO Property to the extent not otherwise reimbursed pursuant to clause (ii) or
(viii) above; and
(x) to withdraw any amount deposited in the Custodial Account that was not required to be deposited therein
pursuant to Section 3.07, including any payoff fees or penalties or any other additional amounts payable to the
Servicer or Subservicer pursuant to the terms of the Mortgage Note.
(b) Since, in connection with withdrawals pursuant to clauses (ii), (iii), (v) and (vi), the Servicer's
entitlement thereto is limited to collections or other recoveries on the related Mortgage Loan, the Servicer
shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of
justifying any withdrawal from the Custodial Account pursuant to such clauses.
(c) The Servicer shall be entitled to reimburse itself or the related Subservicer for any advance made in
respect of a Mortgage Loan that the Servicer determines to be a Nonrecoverable Advance by withdrawal from the
Custodial Account of amounts on deposit therein attributable to the Mortgage Loans on any Certificate Account
Deposit Date succeeding the date of such determination. Such right of reimbursement in respect of a
Nonrecoverable Advance relating to an Advance made pursuant to Section 4.04 on any such Certificate Account
Deposit Date shall be limited to an amount not exceeding the portion of such advance previously paid to
Certificateholders (and not theretofore reimbursed to the Servicer or the related Subservicer).
Section 3.11. Maintenance of Primary Insurance Coverage
(a) The Servicer shall not take, or permit any Subservicer to take, any action which would result in
noncoverage under any applicable Primary Insurance Policy of any loss which, but for the actions of the Servicer
or Subservicer, would have been covered thereunder. To the extent coverage is available, the Servicer shall keep
or cause to be kept in full force and effect each such Primary Insurance Policy until the principal balance of
the related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less of the Appraised Value at
origination in the case of such a Mortgage Loan having a Loan-to-Value Ratio at origination in excess of 80%,
provided that such Primary Insurance Policy was in place as of the Cut-off Date and the Servicer had knowledge of
such Primary Insurance Policy. The Servicer shall not cancel or refuse to renew any such Primary Insurance Policy
applicable to a Nonsubserviced Mortgage Loan, or consent to any Subservicer canceling or refusing to renew any
such Primary Insurance Policy applicable to a Mortgage Loan subserviced by it, that is in effect at the date of
the initial issuance of the Certificates and is required to be kept in force hereunder unless the replacement
Primary Insurance Policy for such canceled or non-renewed policy is maintained with an insurer whose
claims-paying ability is acceptable to each Rating Agency for mortgage pass-through certificates having a rating
equal to or better than the lower of the then-current rating or the rating assigned to the Certificates as of the
Closing Date by such Rating Agency.
(b) In connection with its activities as administrator and servicer of the Mortgage Loans, the Servicer
agrees to present or to cause the related Subservicer to present, on behalf of the Servicer, the Subservicer, if
any, the Trustee and Certificateholders, claims to the insurer under any Primary Insurance Policies, in a timely
manner in accordance with such policies, and, in this regard, to take or cause to be taken such reasonable action
as shall be necessary to permit recovery under any Primary Insurance Policies respecting defaulted Mortgage
Loans. Pursuant to Section 3.07, any Insurance Proceeds collected by or remitted to the Servicer under any
Primary Insurance Policies shall be deposited in the Custodial Account, subject to withdrawal pursuant to
Section 3.10.
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage
(a) The Servicer shall cause to be maintained for each Mortgage Loan fire insurance with extended coverage
in an amount which is equal to the lesser of the principal balance owing on such Mortgage Loan or 100% of the
insurable value of the improvements; provided, however, that such coverage may not be less than the minimum
amount required to fully compensate for any loss or damage on a replacement cost basis. To the extent it may do
so without breaching the related Subservicing Agreement, the Servicer shall replace any Subservicer that does not
cause such insurance, to the extent it is available, to be maintained. The Servicer shall also cause to be
maintained on property acquired upon foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan, fire
insurance with extended coverage in an amount which is at least equal to the amount necessary to avoid the
application of any co-insurance clause contained in the related hazard insurance policy. Pursuant to
Section 3.07, any amounts collected by the Servicer under any such policies (other than amounts to be applied to
the restoration or repair of the related Mortgaged Property or property thus acquired or amounts released to the
Mortgagor in accordance with the Servicer's normal servicing procedures) shall be deposited in the Custodial
Account, subject to withdrawal pursuant to Section 3.10. Any cost incurred by the Servicer in maintaining any
such insurance shall not, for the purpose of calculating monthly distributions to Certificateholders, be added to
the amount owing under the Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so permit. Such
costs shall be recoverable by the Servicer out of related late payments by the Mortgagor or out of Insurance
Proceeds and Liquidation Proceeds to the extent permitted by Section 3.10. It is understood and agreed that no
earthquake or other additional insurance is to be required of any Mortgagor or maintained on property acquired in
respect of a Mortgage Loan other than pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance. Whenever the improvements securing a Mortgage Loan are
located at the time of origination of such Mortgage Loan in a federally designated special flood hazard area, the
Servicer shall cause flood insurance (to the extent available) to be maintained in respect thereof. Such flood
insurance shall be in an amount equal to the lesser of (i) the amount required to compensate for any loss or
damage to the Mortgaged Property on a replacement cost basis and (ii) the maximum amount of such insurance
available for the related Mortgaged Property under the national flood insurance program (assuming that the area
in which such Mortgaged Property is located is participating in such program).
In the event that the Servicer shall obtain and maintain a blanket fire insurance policy with extended
coverage insuring against hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to have
satisfied its obligations as set forth in the first sentence of this Section 3.12(a), it being understood and
agreed that such policy may contain a deductible clause, in which case the Servicer shall, in the event that
there shall not have been maintained on the related Mortgaged Property a policy complying with the first sentence
of this Section 3.12(a) and there shall have been a loss which would have been covered by such policy, deposit in
the Certificate Account the amount not otherwise payable under the blanket policy because of such deductible
clause. Any such deposit by the Servicer shall be made on the Certificate Account Deposit Date next preceding the
Distribution Date which occurs in the month following the month in which payments under any such policy would
have been deposited in the Custodial Account. In connection with its activities as administrator and servicer of
the Mortgage Loans, the Servicer agrees to present, on behalf of itself, the Trustee and Certificateholders,
claims under any such blanket policy.
(b) The Servicer shall obtain and maintain at its own expense and keep in full force and effect throughout
the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy covering the
Servicer's officers and employees and other persons acting on behalf of the Servicer in connection with its
activities under this Agreement. The amount of coverage shall be at least equal to the coverage that would be
required by Xxxxxx Xxx or Xxxxxxx Mac, whichever is greater, with respect to the Servicer if the Servicer were
servicing and administering the Mortgage Loans for Xxxxxx Mae or Xxxxxxx Mac. In the event that any such bond or
policy ceases to be in effect, the Servicer shall obtain a comparable replacement bond or policy from an issuer
or insurer, as the case may be, meeting the requirements, if any, of the Program Guide and acceptable to the
Depositor. Coverage of the Servicer under a policy or bond obtained by an Affiliate of the Servicer and providing
the coverage required by this Section 3.12(b) shall satisfy the requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain Assignments
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Servicer or Subservicer, to the extent it
has knowledge of such conveyance, shall enforce any due-on-sale clause contained in any Mortgage Note or
Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that
such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy or
otherwise adversely affect the interests of the Certificateholders. Notwithstanding the foregoing:
(i) the Servicer shall not be deemed to be in default under this Section 3.13(a) by reason of any transfer
or assumption which the Servicer is restricted by law from preventing; and
(ii) if the Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any
Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause
contained in any Mortgage Note or Mortgage, the Servicer shall not be required to enforce the due-on-sale clause
or to contest such action.
(b) Subject to the Servicer's duty to enforce any due-on-sale clause to the extent set forth in
Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such
Person is to enter into an assumption or modification agreement or supplement to the Mortgage Note or Mortgage
which requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required
releasing the Mortgagor from liability on the Mortgage Loan, the Servicer is authorized, subject to the
requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, the assumption
agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the
terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or
the transfer of the Mortgaged Property to such Person; provided, however, none of such terms and requirements
shall both constitute a “significant modification” effecting an exchange or reissuance of such Mortgage Loan
under the Code (or final, temporary or proposed Treasury regulations promulgated thereunder) and cause any REMIC
created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited
transactions” or “contributions” after the Startup Date under the REMIC Provisions. The Servicer shall execute
and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not
conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage
Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance
Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or
transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien pursuant to the terms of the
Mortgage (or, with respect to any junior lien, a junior lien of the same priority in relation to any senior lien
on such Mortgage Loan), (B) such transaction will not adversely affect the coverage under any Required Insurance
Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the
Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the
Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from
liability on the Mortgage Loan, the buyer/transferee of the Mortgaged Property would be qualified to assume the
Mortgage Loan based on generally comparable credit quality and such release will not (based on the Servicer's or
Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of
appropriate instructions from the Servicer in accordance with the foregoing, the Trustee shall execute any
necessary instruments for such assumption or substitution of liability as directed by the Servicer. Upon the
closing of the transactions contemplated by such documents, the Servicer shall cause the originals or true and
correct copies of the assumption agreement, the release (if any), or the modification or supplement to the
Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian and deposited with the Mortgage File
for such Mortgage Loan. Any fee collected by the Servicer or such related Subservicer for entering into an
assumption or substitution of liability agreement will be retained by the Servicer or such Subservicer as
additional servicing compensation.
(c) The Servicer or the related Subservicer, as the case may be, shall be entitled to approve a request from
a Mortgagor for a partial release of the related Mortgaged Property, the granting of an easement thereon in favor
of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters if it
has determined, exercising its good faith business judgment in the same manner as it would if it were the owner
of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage
Loan would not be adversely affected thereby and that any REMIC created hereunder would not fail to continue to
qualify as a REMIC under the Code as a result thereof and (subject to Section 10.01(f)) that no tax on
“prohibited transactions” or “contributions” after the Startup Date would be imposed on any REMIC created
hereunder as a result thereof. Any fee collected by the Servicer or the related Subservicer for processing such a
request will be retained by the Servicer or such Subservicer as additional servicing compensation.
(d) Subject to any other applicable terms and conditions of this Agreement, the Trustee and Servicer shall
be entitled to approve an assignment in lieu of satisfaction with respect to any Mortgage Loan, provided the
obligee with respect to such Mortgage Loan following such proposed assignment provides the Trustee and Servicer
with a “Lender Certification for Assignment of Mortgage Loan” in the form attached hereto as Exhibit M, in form
and substance satisfactory to the Trustee and Servicer, providing the following: (i) that the Mortgage Loan is
secured by Mortgaged Property located in a jurisdiction in which an assignment in lieu of satisfaction is
required to preserve lien priority, minimize or avoid mortgage recording taxes or otherwise comply with, or
facilitate a refinancing under, the laws of such jurisdiction; (ii) that the substance of the assignment is, and
is intended to be, a refinancing of such Mortgage Loan and that the form of the transaction is solely to comply
with, or facilitate the transaction under, such local laws; (iii) that the Mortgage Loan following the proposed
assignment will have a rate of interest at least 0.25% below or above the rate of interest on such Mortgage Loan
prior to such proposed assignment; and (iv) that such assignment is at the request of the borrower under the
related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any Mortgage Loan,
the Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on
such Mortgage Loan and the Servicer shall treat such amount as a Principal Prepayment in Full with respect to
such Mortgage Loan for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans
(a) The Servicer shall foreclose upon or otherwise comparably convert (which may include an REO Acquisition)
the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to
which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.07.
Alternatively, the Servicer may take other actions in respect of a defaulted Mortgage Loan, which may include
(i) accepting a short sale (a payoff of the Mortgage Loan for an amount less than the total amount contractually
owed in order to facilitate a sale of the Mortgaged Property by the Mortgagor) or permitting a short refinancing
(a payoff of the Mortgage Loan for an amount less than the total amount contractually owed in order to facilitate
refinancing transactions by the Mortgagor not involving a sale of the Mortgaged Property), (ii) arranging for a
repayment plan or (iii) agreeing to a modification in accordance with Section 3.07. In connection with such
foreclosure or other conversion or action, the Servicer shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or advisable, as shall be normal and usual in its general
mortgage servicing activities and as shall be required or permitted by the Program Guide; provided that the
Servicer shall not be liable in any respect hereunder if the Servicer is acting in connection with any such
foreclosure or other conversion or action in a manner that is consistent with the provisions of this Agreement.
The Servicer, however, shall not be required to expend its own funds or incur other reimbursable charges in
connection with any foreclosure, or attempted foreclosure which is not completed, or towards the correction of
any default on a related senior mortgage loan, or towards the restoration of any property unless it shall
determine (i) that such restoration and/or foreclosure will increase the proceeds of liquidation of the Mortgage
Loan to Holders of Certificates of one or more Classes after reimbursement to itself for such expenses or charges
and (ii) that such expenses and charges will be recoverable to it through Liquidation Proceeds, Insurance
Proceeds, or REO Proceeds (respecting which it shall have priority for purposes of withdrawals from the Custodial
Account pursuant to Section 3.10, whether or not such expenses and charges are actually recoverable from related
Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the event of such a determination by the Servicer
pursuant to this Section 3.14(a), the Servicer shall be entitled to reimbursement of its funds so expended
pursuant to Section 3.10.
In addition, the Servicer may pursue any remedies that may be available in connection with a breach of a
representation and warranty with respect to any such Mortgage Loan in accordance with Sections 2.03 and 2.04.
However, the Servicer is not required to continue to pursue both foreclosure (or similar remedies) with respect
to the Mortgage Loans and remedies in connection with a breach of a representation and warranty if the Servicer
determines in its reasonable discretion that one such remedy is more likely to result in a greater recovery as to
the Mortgage Loan. Upon the occurrence of a Cash Liquidation or REO Disposition, following the deposit in the
Custodial Account of all Insurance Proceeds, Liquidation Proceeds and other payments and recoveries referred to
in the definition of “Cash Liquidation” or “REO Disposition,” as applicable, upon receipt by the Trustee of
written notification of such deposit signed by a Servicing Officer, the Trustee or any Custodian, as the case may
be, shall release to the Servicer the related Mortgage File and the Trustee shall execute and deliver such
instruments of transfer or assignment prepared by the Servicer, in each case without recourse, as shall be
necessary to vest in the Servicer or its designee, as the case may be, the related Mortgage Loan, and thereafter
such Mortgage Loan shall not be part of the Trust Fund. Notwithstanding the foregoing or any other provision of
this Agreement, in the Servicer's sole discretion with respect to any defaulted Mortgage Loan or REO Property as
to either of the following provisions, (i) a Cash Liquidation or REO Disposition may be deemed to have occurred
if substantially all amounts expected by the Servicer to be received in connection with the related defaulted
Mortgage Loan or REO Property have been received, and (ii) for purposes of determining the amount of any
Liquidation Proceeds, Insurance Proceeds, REO Proceeds or other unscheduled collections or the amount of any
Realized Loss, the Servicer may take into account minimal amounts of additional receipts expected to be received
or any estimated additional liquidation expenses expected to be incurred in connection with the related defaulted
Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired by the Trust Fund as an REO Property by
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or
to its nominee on behalf of Certificateholders. Notwithstanding any such acquisition of title and cancellation of
the related Mortgage Loan, such REO Property shall (except as otherwise expressly provided herein) be considered
to be an Outstanding Mortgage Loan held in the Trust Fund until such time as the REO Property shall be sold.
Consistent with the foregoing for purposes of all calculations hereunder so long as such REO Property shall be
considered to be an Outstanding Mortgage Loan it shall be assumed that, notwithstanding that the indebtedness
evidenced by the related Mortgage Note shall have been discharged, such Mortgage Note and the related
amortization schedule in effect at the time of any such acquisition of title (after giving effect to any previous
Curtailments and before any adjustment thereto by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period) remain in effect.
(c) In the event that the Trust Fund acquires any REO Property as aforesaid or otherwise in connection with
a default or imminent default on a Mortgage Loan, the Servicer on behalf of the Trust Fund shall dispose of such
REO Property as soon as practicable, giving due consideration to the interests of the Certificateholders, but in
all cases, within three full years after the taxable year of its acquisition by the Trust Fund for purposes of
Section 860G(a)(8) of the Code (or such shorter period as may be necessary under applicable state (including any
state in which such property is located) law to maintain the status of each REMIC created hereunder as a REMIC
under applicable state law and avoid taxes resulting from such property failing to be foreclosure property under
applicable state law) or, at the expense of the Trust Fund, request, more than 60 days before the day on which
such grace period would otherwise expire, an extension of such grace period unless the Servicer (subject to
Section 10.01(f)) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee and the Servicer, to
the effect that the holding by the Trust Fund of such REO Property subsequent to such period will not result in
the imposition of taxes on “prohibited transactions” as defined in Section 860F of the Code or cause any REMIC
created hereunder to fail to qualify as a REMIC (for federal (or any applicable State or local) income tax
purposes) at any time that any Certificates are outstanding, in which case the Trust Fund may continue to hold
such REO Property (subject to any conditions contained in such Opinion of Counsel). The Servicer shall be
entitled to be reimbursed from the Custodial Account for any costs incurred in obtaining such Opinion of Counsel,
as provided in Section 3.10. Notwithstanding any other provision of this Agreement, no REO Property acquired by
the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used by or on behalf of the
Trust Fund in such a manner or pursuant to any terms that would (i) cause such REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code or (ii) subject any REMIC created
hereunder to the imposition of any federal income taxes on the income earned from such REO Property, including
any taxes imposed by reason of Section 860G(c) of the Code, unless the Servicer has agreed to indemnify and hold
harmless the Trust Fund with respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or repurchase of any Mortgage Loan
pursuant to the terms of this Agreement, as well as any recovery (other than Subsequent Recoveries) resulting
from a collection of Liquidation Proceeds, Insurance Proceeds or REO Proceeds, will be applied in the following
order of priority: first, to reimburse the Servicer or the related Subservicer in accordance with
Section 3.10(a)(ii); second, to the Certificateholders to the extent of accrued and unpaid interest on the
Mortgage Loan, and any related REO Imputed Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate
in the case of a Modified Mortgage Loan), to the Due Date in the related Due Period prior to the Distribution
Date on which such amounts are to be distributed; third, to the Certificateholders as a recovery of principal on
the Mortgage Loan (or REO Property); fourth, to all Servicing Fees and Subservicing Fees payable therefrom (and
the Servicer and the Subservicer shall have no claims for any deficiencies with respect to such fees which result
from the foregoing allocation); and fifth, to Foreclosure Profits.
(e) In the event of a default on a Mortgage Loan one or more of whose obligors is not a United States
Person, in connection with any foreclosure or acquisition of a deed in lieu of foreclosure (together,
“foreclosure”) in respect of such Mortgage Loan, the Servicer shall cause compliance with the provisions of
Treasury Regulation Section 1.1445-2(d)(3) (or any successor thereto) necessary to assure that no withholding tax
obligation arises with respect to the proceeds of such foreclosure except to the extent, if any, that proceeds of
such foreclosure are required to be remitted to the obligors on such Mortgage Loan.
Section 3.15. Trustee to Cooperate; Release of Mortgage Files
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or upon the receipt by the Servicer of
a notification that payment in full will be escrowed in a manner customary for such purposes, the Servicer shall
immediately notify the Trustee (if it holds the related Mortgage File) or the Custodian by a certification of a
Servicing Officer (which certification shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in the Custodial Account pursuant to
Section 3.07 have been or will be so deposited), substantially in the form attached hereto as Exhibit G, or, in
the case of the Custodian, an electronic request in a form acceptable to the Custodian, requesting delivery to it
of the Mortgage File. Upon receipt of such certification and request, the Trustee shall promptly release, or
cause the Custodian to release, the related Mortgage File to the Servicer. The Servicer is authorized to execute
and deliver to the Mortgagor the request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage, together with the Mortgage Note with, as
appropriate, written evidence of cancellation thereon and to cause the removal from the registration on the MERS®
System of such Mortgage and to execute and deliver, on behalf of the Trustee and the Certificateholders or any of
them, any and all instruments of satisfaction or cancellation or of partial or full release, including any
applicable UCC termination statements. No expenses incurred in connection with any instrument of satisfaction or
deed of reconveyance shall be chargeable to the Custodial Account or the Certificate Account.
(b) From time to time as is appropriate for the servicing or foreclosure of any Mortgage Loan, the Servicer
shall deliver to the Custodian, with a copy to the Trustee, a certificate of a Servicing Officer substantially in
the form attached as Exhibit G hereto, or, in the case of the Custodian, an electronic request in a form
acceptable to the Custodian, requesting that possession of all, or any document constituting part of, the
Mortgage File be released to the Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage Loan under any Required Insurance
Policy. Upon receipt of the foregoing, the Trustee shall deliver, or cause the Custodian to deliver, the
Mortgage File or any document therein to the Servicer. The Servicer shall cause each Mortgage File or any
document therein so released to be returned to the Trustee, or the Custodian as agent for the Trustee when the
need therefor by the Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Custodial Account or (ii) the
Mortgage File or such document has been delivered directly or through a Subservicer to an attorney, or to a
public trustee or other public official as required by law, for purposes of initiating or pursuing legal action
or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the
Servicer has delivered directly or through a Subservicer to the Trustee a certificate of a Servicing Officer
certifying as to the name and address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the event of the liquidation of a Mortgage Loan, the Trustee
shall deliver the Request for Release with respect thereto to the Servicer upon the Trustee's receipt of
notification from the Servicer of the deposit of the related Liquidation Proceeds in the Custodial Account.
(c) The Trustee or the Servicer on the Trustee's behalf shall execute and deliver to the Servicer, if
necessary, any court pleadings, requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any
Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies
or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. Together with
such documents or pleadings (if signed by the Trustee), the Servicer shall deliver to the Trustee a certificate
of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and certifying as
to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee
shall not invalidate any insurance coverage under any Required Insurance Policy or invalidate or otherwise affect
the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or
trustee's sale.
Section 3.16. Servicing and Other Compensation; Compensating Interest
(a) The Servicer, as compensation for its activities hereunder, shall be entitled to receive on each
Distribution Date the amounts provided for by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to
clause (e) below. The amount of servicing compensation provided for in such clauses shall be accounted for on a
Mortgage Loan-by-Mortgage Loan basis. In the event that Liquidation Proceeds, Insurance Proceeds and REO Proceeds
(net of amounts reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash Liquidation or REO
Disposition exceed the unpaid principal balance of such Mortgage Loan plus unpaid interest accrued thereon
(including REO Imputed Interest) at a per annum rate equal to the related Net Mortgage Rate (or the Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan), the Servicer shall be entitled to retain therefrom and to
pay to itself and/or the related Subservicer, any Foreclosure Profits and any Servicing Fee or Subservicing Fee
considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of late payment charges, assumption fees, investment
income on amounts in the Custodial Account or the Certificate Account or otherwise shall be retained by the
Servicer or the Subservicer to the extent provided herein.
(c) The Servicer shall be required to pay, or cause to be paid, all expenses incurred by it in connection
with its servicing activities hereunder (including payment of premiums for the Primary Insurance Policies, if
any, to the extent such premiums are not required to be paid by the related Mortgagors, and the fees and expenses
of the Trustee and any Custodian) and shall not be entitled to reimbursement therefor except as specifically
provided in Sections 3.10 and 3.14.
(d) The Servicer's right to receive servicing compensation may not be transferred in whole or in part except
in connection with the transfer of all of its responsibilities and obligations of the Servicer under this
Agreement.
(e) Notwithstanding clauses (a) and (b) above, the amount of servicing compensation that the Servicer shall
be entitled to receive for its activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by the amount of Compensating Interest (if any) for such Distribution Date used to
cover Prepayment Interest Shortfalls as provided in Section 3.16(f) below. Such reduction shall be applied during
such period as follows: first, to any Servicing Fee or Subservicing Fee to which the Servicer is entitled
pursuant to Section 3.10(a)(iii); and second, to any income or gain realized from any investment of funds held in
the Custodial Account or the Certificate Account to which the Servicer is entitled pursuant to Sections
3.07(c) or 4.01(b), respectively. In making such reduction, the Servicer shall not withdraw from the Custodial
Account any such amount representing all or a portion of the Servicing Fee to which it is entitled pursuant to
Section 3.10(a)(iii) and shall not withdraw from the Custodial Account or Certificate Account any such amount to
which it is entitled pursuant to Section 3.07(c) or 4.01(b).
(f) With respect to any Distribution Date, Prepayment Interest Shortfalls on the Mortgage Loans will be
covered first, by the Servicer, but only to the extent such Prepayment Interest Shortfalls do not exceed
Servicing Compensation.
Section 3.17. Reports to the Trustee and the Depositor
Not later than fifteen days after each Distribution Date, the Servicer shall forward to the Trustee and
the Depositor a statement, certified by a Servicing Officer, setting forth the status of the Custodial Account as
of the close of business on such Distribution Date as it relates to the Mortgage Loans and showing, for the
period covered by such statement, the aggregate of deposits in or withdrawals from the Custodial Account in
respect of the Mortgage Loans for each category of deposit specified in Section 3.07 and each category of
withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance
The Servicer will deliver to the Depositor and the Trustee on or before the earlier of (a) March 31 of
each year or (b) with respect to any calendar year during which the Depositor's annual report on Form 10-K is
required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the
date on which the annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the
rules and regulations of the Commission, a servicer compliance certificate, signed by an authorized officer of
the Servicer, as described in Item 1123 of Regulation AB, to the effect that:
(i) A review of the Servicer's activities during the reporting period and of its
performance under this Agreement has been made under such officer's supervision.
(ii) To the best of such officer's knowledge, based on such review, the Servicer has
fulfilled all of its obligations under this Agreement in all materials respects throughout the reporting period
or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such
failure known to such officer and the nature and status thereof.
The Servicer shall use commercially reasonable efforts to obtain from all other parties participating in
the servicing function any additional certifications required under Item 1123 of Regulation AB to the extent
required to be included in a Report on Form 10-K; provided, however, that a failure to obtain such certifications
shall not be a breach of the Servicer's duties hereunder if any such party fails to deliver such a certification.
Section 3.19. Annual Independent Public Accountants' Servicing Report
On or before the earlier of (a) March 31 of each year or (b) with respect to any calendar year during
which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and
the rules and regulations of the Commission, the date on which the annual report on Form 10-K is required to be
filed in accordance with the Exchange Act and the rules and regulations of the Commission, the Servicer at its
expense shall cause a firm of independent public accountants which shall be members of the American Institute of
Certified Public Accountants to furnish a report to the Depositor and the Trustee the attestation required under
Item 1122(b) of Regulation AB. In rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted by
independent public accountants substantially in accordance with standards established by the American Institute
of Certified Public Accountants (rendered within one year of such statement) with respect to such Subservicers.
Section 3.20. Right of the Depositor in Respect of the Servicer
The Servicer shall afford the Depositor and the Trustee, upon reasonable notice, during normal business
hours access to all records maintained by the Servicer in respect of its rights and obligations hereunder and
access to officers of the Servicer responsible for such obligations. Upon request, the Servicer shall furnish
the Depositor with its most recent financial statements and such other information as the Servicer possesses
regarding its business, affairs, property and condition, financial or otherwise. The Servicer shall also
cooperate with all reasonable requests for information including, but not limited to, notices, tapes and copies
of files, regarding itself, the Mortgage Loans or the Certificates from any Person or Persons identified by the
Depositor or GMFI. The Depositor may enforce the obligation of the Servicer hereunder and may, but it is not
obligated to, perform or cause a designee to perform, any defaulted obligation of the Servicer hereunder or
exercise the rights of the Servicer hereunder; provided that the Servicer shall not be relieved of any of its
obligations hereunder by virtue of such performance by the Depositor or its designee. Neither the Depositor nor
the Trustee shall have the responsibility or liability for any action or failure to act by the Servicer and the
Depositor is not obligated to supervise the performance of the Servicer under this Agreement or otherwise.
Section 3.21. Advance Facility
(a) The Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an
“Advance Facility”) under which (1) the Servicer sells, assigns or pledges to another Person (an “Advancing
Person”) the Servicer's rights under this Agreement to be reimbursed for any Advances or Servicing Advances and/or
(2) an Advancing Person agrees to fund some or all Advances and/or Servicing Advances required to be made by the
Servicer pursuant to this Agreement. No consent of the Depositor, the Trustee, the Certificateholders or any
other party shall be required before the Servicer may enter into an Advance Facility. Notwithstanding the
existence of any Advance Facility under which an Advancing Person agrees to fund Advances and/or Servicing
Advances on the Servicer's behalf, the Servicer shall remain obligated pursuant to this Agreement to make
Advances and Servicing Advances pursuant to and as required by this Agreement. If the Servicer enters into an
Advance Facility, and for so long as an Advancing Person remains entitled to receive reimbursement for any
Advances including Nonrecoverable Advances (“Advance Reimbursement Amounts”) and/or Servicing Advances including
Nonrecoverable Advances (“Servicing Advance Reimbursement Amounts” and together with Advance Reimbursement
Amounts, “Reimbursement Amounts”) (in each case to the extent such type of Reimbursement Amount is included in
the Advance Facility), as applicable, pursuant to this Agreement, then the Servicer shall identify such
Reimbursement Amounts consistent with the reimbursement rights set forth in Section 3.10(a)(ii) and (vii) and
remit such Reimbursement Amounts in accordance with this Section 3.21 or otherwise in accordance with the
documentation establishing the Advance Facility to such Advancing Person or to a trustee, agent or custodian (an
“Advance Facility Trustee”) designated by such Advancing Person in an Advance Facility Notice described below in
Section 3.21(b). Notwithstanding the foregoing, if so required pursuant to the terms of the Advance Facility,
the Servicer may direct, and if so directed in writing the Trustee is hereby authorized to and shall pay to the
Advance Facility Trustee the Reimbursement Amounts identified pursuant to the preceding sentence. An Advancing
Person whose obligations hereunder are limited to the funding of Advances and/or Servicing Advances shall not be
required to meet the qualifications of a Servicer or a Subservicer pursuant to Section 3.02(a) or 6.02(c) hereof
and shall not be deemed to be a Subservicer under this Agreement. Notwithstanding anything to the contrary
herein, in no event shall Advance Reimbursement Amounts or Servicing Advance Reimbursement Amounts be included in
the Available Distribution Amount or distributed to Certificateholders.
(b) If the Servicer enters into an Advance Facility and makes the election set forth in Section 3.21(a), the
Servicer and the related Advancing Person shall deliver to the Trustee a written notice and payment instruction
(an “Advance Facility Notice”), providing the Trustee with written payment instructions as to where to remit
Advance Reimbursement Amounts and/or Servicing Advance Reimbursement Amounts (each to the extent such type of
Reimbursement Amount is included within the Advance Facility) on subsequent Distribution Dates. The payment
instruction shall require the applicable Reimbursement Amounts to be distributed to the Advancing Person or to an
Advance Facility Trustee designated in the Advance Facility Notice. An Advance Facility Notice may only be
terminated by the joint written direction of the Servicer and the related Advancing Person (and any related
Advance Facility Trustee).
(c) Reimbursement Amounts shall consist solely of amounts in respect of Advances and/or Servicing Advances
made with respect to the Mortgage Loans for which the Servicer would be permitted to reimburse itself in
accordance with Section 3.10(a)(ii) and (vii) hereof, assuming the Servicer or the Advancing Person had made the
related Advance(s) and/or Servicing Advance(s). Notwithstanding the foregoing, except with respect to
reimbursement of Nonrecoverable Advances as set forth in Section 3.10(c) of this Agreement, no Person shall be
entitled to reimbursement from funds held in the Collection Account for future distribution to Certificateholders
pursuant to this Agreement. Neither the Depositor nor the Trustee shall have any duty or liability with respect
to the calculation of any Reimbursement Amount, nor shall the Depositor or the Trustee have any responsibility to
track or monitor the administration of the Advance Facility and the Depositor shall not have any responsibility
to track, monitor or verify the payment of Reimbursement Amounts to the related Advancing Person or Advance
Facility Trustee. The Servicer shall maintain and provide to any successor Servicer a detailed accounting on a
loan-by-loan basis as to amounts advanced by, sold, pledged or assigned to, and reimbursed to any Advancing
Person. The successor Servicer shall be entitled to rely on any such information provided by the Servicer and
the successor Servicer shall not be liable for any errors in such information.
(d) Upon the direction of and at the expense of the Servicer, the Trustee agrees to execute such
acknowledgments, certificates, and other documents reasonably satisfactory to the Trustee provided by the
Servicer recognizing the interests of any Advancing Person or Advance Facility Trustee in such Reimbursement
Amounts as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.21, and
such other documents in connection with such Advance Facility as may be reasonably requested from time to time by
any Advancing Person or Advance Facility Trustee and reasonably satisfactory to the Trustee.
(e) Reimbursement Amounts collected with respect to each Mortgage Loan shall be allocated to outstanding
unreimbursed Advances or Servicing Advances (as the case may be) made with respect to that Mortgage Loan on a
“first-in, first out” (“FIFO”) basis, subject to the qualifications set forth below:
(i) Any successor Servicer to GMFI (a “Successor Servicer”) and the Advancing Person or Advance Facility
Trustee shall be required to apply all amounts available in accordance with this Section 3.21(e) to the
reimbursement of Advances and Servicing Advances in the manner provided for herein; provided, however, that after
the succession of a Successor Servicer, (A) to the extent that any Advances or Servicing Advances with respect to
any particular Mortgage Loan are reimbursed from payments or recoveries, if any, from the related Mortgagor, and
Liquidation Proceeds or Insurance Proceeds, if any, with respect to that Mortgage Loan, reimbursement shall be
made, first, to the Advancing Person or Advance Facility Trustee in respect of Advances and/or Servicing Advances
related to that Mortgage Loan to the extent of the interest of the Advancing Person or Advance Facility Trustee
in such Advances and/or Servicing Advances, second to the Servicer in respect of Advances and/or Servicing
Advances related to that Mortgage Loan in excess of those in which the Advancing Person or Advance Facility
Trustee Person has an interest, and third, to the Successor Servicer in respect of any other Advances and/or
Servicing Advances related to that Mortgage Loan, from such sources as and when collected, and (B) reimbursements
of Advances and Servicing Advances that are Nonrecoverable Advances shall be made pro rata to the Advancing
Person or Advance Facility Trustee, on the one hand, and any such Successor Servicer, on the other hand, on the
basis of the respective aggregate outstanding unreimbursed Advances and Servicing Advances that are
Nonrecoverable Advances owed to the Advancing Person, Advance Facility Trustee or Servicer pursuant to this
Agreement, on the one hand, and any such Successor Servicer, on the other hand, and without regard to the date on
which any such Advances or Servicing Advances shall have been made. In the event that, as a result of the FIFO
allocation made pursuant to this Section 3.21(e), some or all of a Reimbursement Amount paid to the Advancing
Person or Advance Facility Trustee relates to Advances or Servicing Advances that were made by a Person other
than GMFI or the Advancing Person or Advance Facility Trustee, then the Advancing Person or Advance Facility
Trustee shall be required to remit any portion of such Reimbursement Amount to the Person entitled to such
portion of such Reimbursement Amount. Without limiting the generality of the foregoing, GMFI shall remain
entitled to be reimbursed by the Advancing Person or Advance Facility Trustee for all Advances and Servicing
Advances funded by GMFI to the extent the related Reimbursement Amount(s) have not been assigned or pledged to an
Advancing Person or Advance Facility Trustee. The documentation establishing any Advance Facility shall require
GMFI to provide to the related Advancing Person or Advance Facility Trustee loan by loan information with respect
to each Reimbursement Amount distributed to such Advancing Person or Advance Facility Trustee on each date of
remittance thereof to such Advancing Person or Advance Facility Trustee, to enable the Advancing Person or
Advance Facility Trustee to make the FIFO allocation of each Reimbursement Amount with respect to each Mortgage
Loan.
(ii) By way of illustration, and not by way of limiting the generality of the foregoing, if the Servicer
resigns or is terminated at a time when the Servicer is a party to an Advance Facility, and is replaced by a
Successor Servicer, and the Successor Servicer directly funds Advances or Servicing Advances with respect to a
Mortgage Loan and does not assign or pledge the related Reimbursement Amounts to the related Advancing Person or
Advance Facility Trustee, then all payments and recoveries received from the related Mortgagor or received in the
form of Liquidation Proceeds with respect to such Mortgage Loan (including Insurance Proceeds collected in
connection with a liquidation of such Mortgage Loan) will be allocated first to the Advancing Person or Advance
Facility Trustee until the related Reimbursement Amounts attributable to such Mortgage Loan that are owed to the
Servicer and the Advancing Person, which were made prior to any Advances or Servicing Advances made by the
Successor Servicer, have been reimbursed in full, at which point the Successor Servicer shall be entitled to
retain all related Reimbursement Amounts subsequently collected with respect to that Mortgage Loan pursuant to
Section 3.10 of this Agreement. To the extent that the Advances or Servicing Advances are Nonrecoverable
Advances to be reimbursed on an aggregate basis pursuant to Section 3.10 of this Agreement, the reimbursement
paid in this manner will be made pro rata to the Advancing Person or Advance Facility Trustee, on the one hand,
and the Successor Servicer, on the other hand, as described in clause (i)(B) above.
(f) The Servicer shall remain entitled to be reimbursed for all Advances and Servicing Advances funded by
the Servicer to the extent the related rights to be reimbursed therefor have not been sold, assigned or pledged
to an Advancing Person.
(g) Any amendment to this Section 3.21 or to any other provision of this Agreement that may be necessary or
appropriate to effect the terms of an Advance Facility as described generally in this Section 3.21, including
amendments to add provisions relating to a successor Servicer, may be entered into by the Trustee, Depositor and
the Servicer without the consent of any Certificateholder, with written confirmation from each Rating Agency that
the amendment will not result in the reduction of the ratings on any class of the Certificates below the lesser
of the then current or original ratings on such Certificates, notwithstanding anything to the contrary in
Section 11.01 of or elsewhere in this Agreement.
(h) Any rights of set-off that the Trust Fund, the Trustee, the Depositor, any Successor Servicer or any
other Person might otherwise have against the Servicer under this Agreement shall not attach to any rights to be
reimbursed for Advances or Servicing Advances that have been sold, transferred, pledged, conveyed or assigned to
any Advancing Person.
(i) At any time when an Advancing Person shall have ceased funding Advances and/or Servicing Advances (as
the case may be) and the Advancing Person or related Advance Facility Trustee shall have received Reimbursement
Amounts sufficient in the aggregate to reimburse all Advances and/or Servicing Advances (as the case may be) the
right to reimbursement for which were assigned to the Advancing Person, then upon the delivery of a written
notice signed by the Advancing Person and the Servicer or its successor or assign) to the Trustee terminating the
Advance Facility Notice (the “Notice of Facility Termination”), the Servicer or its Successor Servicer shall
again be entitled to withdraw and retain the related Reimbursement Amounts from the Custodial Account pursuant to
Section 3.10.
(j) After delivery of any Advance Facility Notice, and until any such Advance Facility Notice has been
terminated by a Notice of Facility Termination, this Section 3.21 may not be amended or otherwise modified
without the prior written consent of the related Advancing Person.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account
(a) The Servicer acting as agent of the Trustee shall establish and maintain a Certificate Account in which
the Servicer shall cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds an amount equal to the sum of
(i) any Advance for the immediately succeeding Distribution Date, (ii) any amount required to be deposited in the
Certificate Account pursuant to Section 3.12(a), (iii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.16(e) or Section 4.07, (iv) any amount required to be paid pursuant to
Section 9.01, (v) all other amounts constituting the Available Distribution Amount for the immediately succeeding
Distribution Date and (vi) any payments or collections in the nature of prepayment charges received by the
Servicer in respect of the Mortgage Loans and the related Prepayment Period.
(b) On or prior to the Business Day immediately following each Determination Date, the Servicer shall
determine any amounts owed by the Swap Counterparty under the Swap Agreement and inform the Trustee in writing of
the amount so calculated.
(c) The Trustee shall, upon written request from the Servicer, invest or cause the institution maintaining
the Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders, which shall mature not later than the Business Day
next preceding the Distribution Date next following the date of such investment (except that (i) if such
Permitted Investment is an obligation of the institution that maintains such account or a fund for which such
institution serves as custodian, then such Permitted Investment may mature on such Distribution Date and (ii) any
other investment may mature on such Distribution Date if the Trustee shall advance funds on such Distribution
Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending
receipt thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or
disposed of prior to maturity. All income and gain realized from any such investment shall be for the benefit of
the Servicer and shall be subject to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Certificate Account by the Servicer out of its own
funds immediately as realized.
Section 4.02. Distributions
(a) [On each Distribution Date, the Trustee (or the Paying Agent on behalf of the Trustee) shall allocate
and distribute the Available Distribution Amount for such date to the interests issued in respect of REMIC I,
REMIC II and REMIC III as specified in this Section.]
(b) (1) [On each Distribution Date, the REMIC I Distribution Amount shall be distributed by
REMIC I to REMIC II on account of the REMIC I Regular Interests in the amounts and with the priorities set forth
in the definition thereof.]
(2) On each Distribution Date, the REMIC II Distribution Amount shall be distributed by REMIC II to REMIC
III on account of the REMIC II Regular Interests in the amounts and with the priorities set forth in the
definition thereof.
(3) Notwithstanding the distributions on the REMIC Regular Interests described in this Section 4.02(b),
distribution of funds from the Certificate Account shall be made only in accordance with Sections 4.02(c) and (d).
(c) [On each Distribution Date (x) the Servicer on behalf of the Trustee or (y) the Paying Agent appointed
by the Trustee, shall distribute to each Certificateholder of record on the next preceding Record Date (other
than as provided in Section 9.01 respecting the final distribution) either in immediately available funds (by
wire transfer or otherwise) to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder has so notified the Servicer or the Paying Agent, as the case may
be, or, if such Certificateholder has not so notified the Servicer or the Paying Agent by the Record Date, by
check mailed to such Certificateholder at the address of such Holder appearing in the Certificate Register such
Certificateholder's share (which share with respect to each Class of Certificates, shall be based on the
aggregate of the Percentage Interests represented by Certificates of the applicable Class held by such Holder of
the following amounts), in the following order of priority, in each case to the extent of the Available
Distribution Amount on deposit in the Certificate Account [(or, with respect to clause (xi)(B) below, to the
extent of prepayment charges on deposit in the Certificate Account)]:
(i) to the Class A Certificateholders, the Accrued Certificate Interest payable on the Class A Certificates
with respect to such Distribution Date, plus any related amounts accrued pursuant to this clause (i) but
remaining unpaid from any prior Distribution Date, being paid from and in reduction of the Available Distribution
Amount for such Distribution Date;
(ii) to the Class M Certificateholders and Class B Certificateholders from the amount, if any, of the
Available Distribution Amount remaining after the foregoing distributions, the Accrued Certificate Interest
payable on the Class M Certificates and Class B Certificates with respect to such Distribution Date, plus any
related amounts accrued pursuant to this clause (ii) but remaining unpaid from any prior Distribution Date,
sequentially, to the [Class M-1 Certificateholders, Class M-2 Certificateholders, Class M-3 Certificateholders,
Class M-4 Certificateholders, Class M-5 Certificateholders, Class M-6 Certificateholders, Class M-7
Certificateholders, Class M-8 Certificateholders and Class B Certificateholders], in that order, being paid from
and in reduction of the Available Distribution Amount for such Distribution Date;
(iii) [reserved]
(iv) the Principal Distribution Amount shall be distributed as follows, in each case to the extent of the
remaining Principal Distribution Amount:
(A) [first, the Class A Principal Distribution Amount, sequentially, to the Class A-1 Certificateholders,
Class A-2 Certificateholders and Class A-3 Certificateholders, in that order, until the
aggregate Certificate Principal Balance of the Class A Certificates has been reduced to zero;
(B) third, to the Class M-1 Certificateholders, the Class M-1 Principal Distribution Amount, until the
Certificate Principal Balance of the Class M-1 Certificates has been reduced to zero;
(C) fourth, to the Class M-2 Certificateholders, the Class M-2 Principal Distribution Amount, until the
Certificate Principal Balance of the Class M-2 Certificates has been reduced to zero;
(D) fifth, to the Class M-3 Certificateholders, the Class M-3 Principal Distribution Amount, until the
Certificate Principal Balance of the Class M-3 Certificates has been reduced to zero;
(E) sixth, to the Class M-4 Certificateholders, the Class M-4 Principal Distribution Amount, until the
Certificate Principal Balance of the Class M-4 Certificates has been reduced to zero;
(F) seventh, to the Class M-5 Certificateholders, the Class M-5 Principal Distribution Amount, until the
Certificate Principal Balance of the Class M-5 Certificates has been reduced to zero;
(G) eighth, to the Class M-6 Certificateholders, the Class M-6 Principal Distribution Amount, until the
Certificate Principal Balance of the Class M-6 Certificates has been reduced to zero;
(H) ninth, to the Class M-7 Certificateholders, the Class M-7 Principal Distribution Amount, until the
Certificate Principal Balance of the Class M-7 Certificates has been reduced to zero;
(I) tenth, to the Class M-8 Certificateholders, the Class M-8 Principal Distribution Amount, until the
Certificate Principal Balance of the Class M-8 Certificates has been reduced to zero;
(J) eleventh, to the Class B Certificateholders, the Class B Principal Distribution Amount, until the
Certificate Principal Balance of the Class B Certificates has been reduced to zero]; and
(v) to the Class A Certificateholders, Class M Certificateholders and Class B Certificateholders, the amount
of any Prepayment Interest Shortfalls allocated thereto for such Distribution Date, on a pro rata basis based on
Prepayment Interest Shortfalls allocated thereto to the extent not offset by Servicing Compensation on such
Distribution Date;
(vi) to the Class A Certificateholders, Class M Certificateholders and Class B Certificateholders, the amount
of any Prepayment Interest Shortfalls previously allocated thereto remaining unpaid from prior Distribution Dates
together with interest thereon at the related Pass-Through Rate, on a pro rata basis based on unpaid Prepayment
Interest Shortfalls previously allocated thereto;
(vii) to the Class A Certificateholders, the amount of any unpaid Class A Basis Risk Shortfall Carry-Forward
Amounts allocated thereto, on a pro rata basis based on the amount of unpaid Class A Basis Risk Shortfall
Carry-Forward Amounts allocated thereto, and then sequentially, to the [Class M-1 Certificateholders, the
Class M-2 Certificateholders, the Class M-3 Certificateholders, the Class M-4 Certificateholders, the Class M-5
Certificateholders, the Class M-6 Certificateholders, the Class M-7 Certificateholders, the Class M-8
Certificateholders and Class B Certificateholders,] in that order, the amount of any unpaid Basis Risk Shortfall
Carry-Forward Amounts allocated thereto;
(viii) to the Class A Certificateholders, Class M Certificateholders and Class B Certificateholders, Relief Act
Shortfalls allocated thereto for such Distribution Date, on a pro rata basis based on Relief Act Shortfalls
allocated thereto for such Distribution Date,
(ix) first, to the Class A Certificateholders, the principal portion of any Realized Losses previously
allocated to those Certificates and remaining unreimbursed, on a pro rata basis based on their respective
principal portion of any Realized Losses previously allocated to those Certificates and remaining unreimbursed,
and then, sequentially, to the Class M-1 Certificateholders, the Class M-2 Certificateholders, the Class M-3
Certificateholders, the Class M-4 Certificateholders, the Class M-5 Certificateholders, the Class M-6
Certificateholders, the Class M-7 Certificateholders, the Class M-8 Certificateholders and the Class B
Certificateholders, in that order, the principal portion of any Realized Losses previously allocated to such
Class and remaining unreimbursed;
(x) to the Swap Account for payment to the Swap Counterparty, any Swap Termination Payments due to a Swap
Counterparty Trigger Event.
(xi) to the Class SB Certificates, (A) from the amount, if any, of the Excess Cash Flow remaining after the
foregoing distributions, the sum of (I) Accrued Certificate Interest thereon, (II) the amount of any
Overcollateralization Reduction Amount for such Distribution Date and (III) for any Distribution Date after the
Certificate Principal Balance of each Class of Class A Certificates, Class M Certificates and Class B
Certificates has been reduced to zero, the Overcollateralization Amount and (B) from prepayment charges on
deposit in the Certificate Account, any prepayment charges received on the Mortgage Loans during the related
Prepayment Period; and
(xii) to the Class R-III Certificateholders, the balance, if any, of the Excess Cash Flow.
Notwithstanding anything in this Agreement to the contrary, all amounts owed by the Trust to the Swap
Counterparty under the Swap Agreement in any calendar month shall be limited by the Available Distribution Amount
for the Distribution Date in such calendar month, before giving effect to any reductions to the Available
Distribution Amount to account for any Net Swap Payments required to be made to the Swap Counterparty.
(d) Notwithstanding the foregoing clause (c), upon the reduction of the Certificate Principal Balance of a
Class of [Class A Certificates, Class M Certificates or Class B Certificates] to zero, such Class of Certificates
will not be entitled to further distributions pursuant to Section 4.02.
(e) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder
thereof, and the Depository shall be responsible for crediting the amount of such distribution to the accounts of
its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be
responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect
participating brokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as agent.
Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. None
of the Trustee, the Certificate Registrar, the Depositor or the Servicer shall have any responsibility therefor
except as otherwise provided by this Agreement or applicable law.
(f) Except as otherwise provided in Section 9.01, if the Servicer anticipates that a final distribution with
respect to any Class of Certificates will be made on the next Distribution Date, the Servicer shall, no later
than the Determination Date in the month of such final distribution, notify the Trustee and the Trustee shall, no
later than two (2) Business Days after such Determination Date, mail on such date to each Holder of such Class of
Certificates a notice to the effect that: (i) the Trustee anticipates that the final distribution with respect
to such Class of Certificates will be made on such Distribution Date but only upon presentation and surrender of
such Certificates at the office of the Trustee or as otherwise specified therein, and (ii) no interest shall
accrue on such Certificates from and after the end of the prior calendar month. In the event that
Certificateholders required to surrender their Certificates pursuant to Section 9.01(c) do not surrender their
Certificates for final cancellation, the Trustee shall cause funds distributable with respect to such
Certificates to be withdrawn from the Certificate Account and credited to a separate escrow account for the
benefit of such Certificateholders as provided in Section 9.01(d).
Section 4.03. Statements to Certificateholders; Statements to Rating Agencies; Exchange Act Reporting
(a) Concurrently with each distribution charged to the Certificate Account and with respect to each
Distribution Date the Servicer shall forward to the Trustee and the Trustee shall forward by mail or otherwise
make available electronically on its website (which may be obtained by any Certificateholder by telephoning the
Trustee at (000) 000-0000) to each Holder and the Depositor a statement setting forth the following information
as to each Class of Certificates, in each case to the extent applicable:
(i) the applicable Record Date, Determination Date and Distribution Date;
(ii) the aggregate amount of payments received with respect to the Mortgage Loans, including prepayment
amounts;
(iii) the Servicing Fee and Subservicing Fee payable to the Servicer and the Subservicer;
(iv) the amount of any other fees or expenses paid, and the identity of the party receiving such fees or
expenses;
(v) (A) the amount of such distribution to the Certificateholders of such
Class applied to reduce the Certificate Principal Balance thereof, and (B) the aggregate amount included therein
representing Principal Prepayments;
(vi) the amount of such distribution to Holders of such Class of Certificates allocable to interest;
(vii) if the distribution to the Holders of such Class of Certificates is less than the full amount that would
be distributable to such Holders if there were sufficient funds available therefor, the amount of the shortfall;
(viii) the aggregate Certificate Principal Balance of each Class of the Certificates, after giving effect to
the amounts distributed on such Distribution Date, separately identifying any reduction thereof due to Realized
Losses other than pursuant to an actual distribution of principal;
(ix) the percentage of the outstanding principal balances of the [Class A Certificates and Class M
Certificates] after giving effect to the distributions on that Distribution Date;
(x) the number and Stated Principal Balance of the Mortgage Loans after giving effect to the distribution of
principal on such Distribution Date and the number of Mortgage Loans at the beginning and end of the preceding
Due Period;
(xi) on the basis of the most recent reports furnished to it by Sub-Subservicers, the number and aggregate
principal balances of Mortgage Loans that are Delinquent (A) 30-59 days, (B) 60-89 days and (C) 90 or more days
and the number and aggregate principal balance of Mortgage Loans that are in foreclosure;
(xii) the amount, terms and general purpose of any Advance by the Servicer pursuant to Section 4.04 and the
amount of all Advances that have been reimbursed during the preceding Due Period;
(xiii) any material modifications, extensions or waivers to the terms of the Mortgage Loans during the Due
Period or that have cumulatively become material over time;
(xiv) any material breaches of Mortgage Loan representations or warranties or covenants in the Agreement;
(xv) the number, aggregate principal balance and book value of any REO Properties;
(xvi) the aggregate Accrued Certificate Interest remaining unpaid, if any, for each Class of Certificates,
after giving effect to the distribution made on such Distribution Date;
(xvii) the aggregate amount of Realized Losses with respect to the Mortgage Loans for such Distribution Date
and the aggregate amount of Realized Losses with respect to the Mortgage Loans incurred since the Cut-off Date;
(xviii) the Pass-Through Rate on each Class of Certificates, separately identifying One-Month LIBOR for such
Distribution Date and the Net WAC Cap Rate;
(xix) the Overcollateralization Amount and the Required Overcollateralization Amount following such
Distribution Date;
(xx) the number and aggregate principal balance of the Mortgage Loans repurchased under Section 4.07;
(xxi) the aggregate amount of any recoveries with respect to the Mortgage Loans on previously foreclosed loans
from GMFI due to a breach of representation or warranty;
(xxii) the weighted average remaining term to maturity of the Mortgage Loans after giving effect to the amounts
distributed on such Distribution Date;
(xxiii) the weighted average Mortgage Rates of the Mortgage Loans after giving effect to the amounts distributed
on such Distribution Date;
(xxiv) [the Class A Basis Risk Shortfall, Class A Basis Risk Shortfall Carry-Forward Amount, Class M Basis Risk
Shortfall, Class M Basis Risk Shortfall, Class B Basis Risk Shortfall Carry-Forward Amount and Prepayment
Interest Shortfalls;]
(xxv) the amount of any Net Swap Payment payable to the Trustee on behalf of the Trust, any Net Swap Payment
payable to the Swap Counterparty, any Swap Termination Payment payable to the Trustee on behalf of the Trust and
any Swap Termination Payment payable to the Swap Counterparty; and
(xxvi) the occurrence of the Stepdown Date.
In the case of information furnished pursuant to clauses (i) and (ii) above, the amounts shall be
expressed as a dollar amount per Certificate with a $1,000 denomination. In addition to the statement provided to
the Trustee as set forth in this Section 4.03(a), the Servicer shall provide to any manager of a trust fund
consisting of some or all of the Certificates, upon reasonable request, such additional information as is
reasonably obtainable by the Servicer at no additional expense to the Servicer. Also, at the request of a Rating
Agency, the Servicer shall provide the information relating to the Reportable Modified Mortgage Loans
substantially in the form attached hereto as Exhibit P to such Rating Agency within a reasonable period of time;
provided, however, that the Servicer shall not be required to provide such information more than four times in a
calendar year to any Rating Agency.
(b) Within a reasonable period of time after the end of each calendar year, the Servicer shall prepare, or
cause to be prepared, and the Trustee shall forward, or cause to be forwarded, to each Person who at any time
during the calendar year was the Holder of a Certificate, other than a Class R Certificate, a statement
containing the information set forth in clauses [(i) and (ii)] referred to in of subsection (a) above aggregated
for such calendar year or applicable portion thereof during which such Person was a Certificateholder. Such
obligation of the Servicer shall be deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Servicer pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the end of each calendar year, the Servicer shall prepare, or
cause to be prepared, and shall forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Class R Certificate, a statement containing the applicable distribution
information provided pursuant to this Section 4.03 aggregated for such calendar year or applicable portion
thereof during which such Person was the Holder of a Class R Certificate. Such obligation of the Servicer shall
be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the
Servicer pursuant to any requirements of the Code.
(d) Upon the written request of any Certificateholder, the Servicer, as soon as reasonably practicable,
shall provide the requesting Certificateholder with such information as is necessary and appropriate, in the
Servicer's sole discretion, for purposes of satisfying applicable reporting requirements under Rule 144A.
(e) The Servicer shall, on behalf of the Depositor and in respect of the Trust Fund, sign and cause to be
filed with the Commission any periodic reports required to be filed under the provisions of the Exchange Act, and
the rules and regulations of the Commission thereunder, including, without limitation, reports on Form 10-K, Form
10-D and Form 8-K. In connection with the preparation and filing of such periodic reports, the Trustee shall
timely provide to the Servicer (I) a list of Certificateholders as shown on the Certificate Register as of the
end of each calendar year, (II) copies of all pleadings, other legal process and any other documents relating to
any claims, charges or complaints involving the Trustee, as trustee hereunder, or the Trust Fund that are
received by the Trustee, (III) notice of all matters that, to the actual knowledge of a Responsible Officer of
the Trustee, have been submitted to a vote of the Certificateholders, other than those matters that have been
submitted to a vote of the Certificateholders at the request of the Depositor or the Servicer, and (IV) notice of
any failure of the Trustee to make any distribution to the Certificateholders as required pursuant to the Series
Supplement. Neither the Servicer nor the Trustee shall have any liability with respect to the Servicer's failure
to properly prepare or file such periodic reports resulting from or relating to the Servicer's inability or
failure to obtain any information not resulting from the Servicer's own negligence or willful misconduct.
(f) Any Form 10-K filed with the Commission in connection with this Section 4.03 shall include, with respect
to the Certificates relating to such 10-K:
(i) A certification, signed by the senior officer in charge of the servicing functions of the Servicer, in
the form attached as Exhibit T-1 hereto or such other form as may be required or permitted by the Commission (the
“Form 10-K Certification”), in compliance with Rules 13a-14 and 15d-14 under the Exchange Act and any additional
directives of the Commission.
(ii) A report regarding its assessment of compliance during the preceding calendar year with all applicable
servicing criteria set forth in relevant Commission regulations with respect to mortgage-backed securities
transactions taken as a whole involving the Servicer that are backed by the same types of assets as those backing
the certificates, as well as similar reports on assessment of compliance received from other parties
participating in the servicing function as required by relevant Commission regulations, as described in Item
1122(a) of Regulation AB. The Servicer shall obtain from all other parties participating in the servicing
function any required certifications.
(iii) With respect to each assessment report described immediately above, a report by a registered public
accounting firm that attests to, and reports on, the assessment made by the asserting party, as set forth in
relevant Commission regulations, as described in Regulation 1122(b) of Regulation AB and Section 3.19.
(iv) The servicer compliance certificate required to be delivered pursuant Section 3.18.
(g) In connection with the Form 10-K Certification, the Trustee shall provide the Servicer with a back-up
certification substantially in the form attached hereto as Exhibit T-2.
(h) This Section 4.03 may be amended in accordance with this Agreement without the consent of the
Certificateholders.
Section 4.04. Distribution of Reports to the Trustee and the Depositor; Advances by the Servicer
(a) Prior to the close of business on the Business Day next succeeding each Determination Date, the Servicer
shall furnish a written statement (which may be in a mutually agreeable electronic format) to the Trustee, any
Paying Agent and the Depositor (the information in such statement to be made available to Certificateholders by
the Servicer on request) (provided that the Servicer shall use its best efforts to deliver such written statement
not later than 12:00 p.m. New York time on the second Business Day prior to the Distribution Date) setting forth
(i) the Available Distribution Amount, (ii) the amounts required to be withdrawn from the Custodial Account and
deposited into the Certificate Account on the immediately succeeding Certificate Account Deposit Date pursuant to
clause (iii) of Section 4.01(a), (iii) the amount of Prepayment Interest Shortfalls and Basis Risk Shortfall
Carry-Forward Amounts and (iv) the Net Swap Payments and Swap Termination Payments, if any, for such Distribution
Date. The determination by the Servicer of such amounts shall, in the absence of obvious error, be presumptively
deemed to be correct for all purposes hereunder and the Trustee shall be protected in relying upon the same
without any independent check or verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account Deposit Date, the Servicer shall either
(i) remit to the Trustee for deposit in the Certificate Account from its own funds, or funds received therefor
from the Subservicers, an amount equal to the Advances to be made by the Servicer in respect of the related
Distribution Date, which shall be in an aggregate amount equal to the sum of (A) the aggregate amount of Monthly
Payments other than Balloon Payments (with each interest portion thereof adjusted to a per annum rate equal to
the Net Mortgage Rate), less the amount of any related Servicing Modifications, Debt Service Reductions or Relief
Act Shortfalls, on the Outstanding Mortgage Loans as of the related Due Date in the related Due Period, which
Monthly Payments were due during the related Due Period and not received as of the close of business as of the
related Determination Date; provided that no Advance shall be made if it would be a Nonrecoverable Advance and
(B) with respect to each Balloon Loan delinquent in respect of its Balloon Payment as of the close of business on
the related Determination Date, an amount equal to the assumed Monthly Payment (with each interest portion
thereof adjusted to a per annum rate equal to the Net Mortgage Rate) that would have been due on the related Due
Date based on the original amortization schedule for such Balloon Loan until such Balloon Loan is finally
liquidated, over any payments of interest or principal (with each interest portion thereof adjusted to a per
annum rate equal to the Net Mortgage Rate) received from the related Mortgagor as of the close of business on the
related Determination Date and allocable to the Due Date during the related Due Period for each month until such
Balloon Loan is finally liquidated, (ii) withdraw from amounts on deposit in the Custodial Account and remit to
the Trustee for deposit in the Certificate Account all or a portion of the Amount Held for Future Distribution in
discharge of any such Advance, or (iii) make advances in the form of any combination of clauses (i) and
(ii) aggregating the amount of such Advance. Any portion of the Amount Held for Future Distribution so used shall
be replaced by the Servicer by deposit in the Certificate Account on or before 11:00 A.M. New York time on any
future Certificate Account Deposit Date to the extent that funds attributable to the Mortgage Loans that are
available in the Custodial Account for deposit in the Certificate Account on such Certificate Account Deposit
Date shall be less than payments to Certificateholders required to be made on the following Distribution Date.
The Servicer shall be entitled to use any Advance made by a Subservicer as described in Section 3.07(b) that has
been deposited in the Custodial Account on or before such Distribution Date as part of the Advance made by the
Servicer pursuant to this Section 4.04.
The determination by the Servicer that it has made a Nonrecoverable Advance or that any proposed
Advance, if made, would constitute a Nonrecoverable Advance, shall be evidenced by a certificate of a Servicing
Officer delivered to the Depositor.
In the event that the Servicer determines as of the Business Day preceding any Certificate Account
Deposit Date that it will be unable to deposit in the Certificate Account an amount equal to the Advance required
to be made for the immediately succeeding Distribution Date, it shall give notice to the Trustee of its inability
to advance (such notice may be given by telecopy), not later than 3:00 P.M., New York time, on such Business Day,
specifying the portion of such amount that it will be unable to deposit. Not later than 3:00 P.M., New York
time, on the Certificate Account Deposit Date the Trustee shall, unless by 12:00 Noon, New York time, on such day
the Trustee shall have been notified in writing (by telecopy) that the Servicer shall have directly or indirectly
deposited in the Certificate Account such portion of the amount of the Advance as to which the Servicer shall
have given notice pursuant to the preceding sentence, pursuant to Section 7.01, (a) terminate all of the rights
and obligations of the Servicer under this Agreement in accordance with Section 7.01 and (b) assume the rights
and obligations of the Servicer hereunder, including the obligation to deposit in the Certificate Account an
amount equal to the Advance for the immediately succeeding Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section 4.04(b) into the Certificate
Account.
Section 4.05. Allocation of Realized Losses
(a) Prior to each Distribution Date, the Servicer shall determine the total amount of Realized Losses, if
any, that resulted from any Cash Liquidation, Servicing Modifications, Debt Service Reduction, Deficient
Valuation or REO Disposition that occurred during the related Prepayment Period or, in the case of a Servicing
Modification that constitutes a reduction of the interest rate on a Mortgage Loan, the amount of the reduction in
the interest portion of the Monthly Payment due in the month in which such Distribution Date occurs. The amount
of each Realized Loss shall be evidenced by an Officers' Certificate.
(b) [All Realized Losses on the Mortgage Loans shall be allocated as follows:
(i) first, to Excess Cash Flow in the amounts and priority as provided in Section 4.02;
(ii) second, in reduction of the Overcollateralization Amount, until such amount has been reduced to zero;
(iii) third, the Class B Certificates, until the Certificate Principal Balance thereof has been reduced to
zero;
(iv) fourth, to the Class M-8 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero;
(v) fifth, to the Class M-7 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero;
(vi) sixth, to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero;
(vii) seventh, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero;
(viii) eighth, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero;
(ix) ninth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero;
(x) tenth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced
to zero;
(xi) eleventh, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; and
(xii) twelfth, to the Class A Certificates on a pro rata basis, based on their then outstanding Certificate
Principal Balances prior to giving effect to distributions to be made on such
Distribution Date, until the aggregate Certificate Principal Balance thereof
has been reduced to zero.]
(c) An allocation of a Realized Loss on a “pro rata basis” among two or more specified Classes of
Certificates means an allocation on a pro rata basis, among the various Classes so specified, to each such Class
of Certificates on the basis of their then outstanding Certificate Principal Balances prior to giving effect to
distributions to be made on such Distribution Date in the case of the principal portion of a Realized Loss or
based on the Accrued Certificate Interest thereon payable on such Distribution Date in the case of an interest
portion of a Realized Loss. Any allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Class A Certificates, Class M Certificates or Class B Certificates shall be made by reducing
the Certificate Principal Balance thereof by the amount so allocated, which allocation shall be deemed to have
occurred on such Distribution Date; provided, that no such reduction shall reduce the aggregate Certificate
Principal Balance of the Certificates below the aggregate Stated Principal Balance of the Mortgage Loans.
Allocations of the interest portions of Realized Losses (other than any interest rate reduction resulting from a
Servicing Modification) shall be made by operation of the definition of “Accrued Certificate Interest” for each
Class for such Distribution Date. Allocations of the interest portion of a Realized Loss resulting from an
interest rate reduction in connection with a Servicing Modification shall be made by operation of the priority of
payment provisions of Section 4.02(c). Allocations of the principal portion of Debt Service Reductions shall be
made by operation of the priority of payment provisions of Section 4.02(c). All Realized Losses and all other
losses allocated to a Class of Certificates hereunder will be allocated among the Certificates of such Class in
proportion to the Percentage Interests evidenced thereby.
(d) [All Realized Losses on the Mortgage Loans shall be allocated on each Distribution Date to the REMIC I
Regular Interests and the REMIC II Regular Interests as provided in the definition of REMIC I Realized Losses and
REMIC II Realized Losses, respectively.]
(e) [Realized Losses allocated to the Excess Cash Flow or the Overcollateralization Amount pursuant to
paragraphs (a), (b) or (c) of this Section, the definition of Accrued Certificate Interest and the operation of
Section 4.02(c) shall be deemed allocated to the Class SB Certificates. Realized Losses allocated to the
Class SB Certificates shall, to the extent such Realized Losses represent Realized Losses on an interest portion,
be allocated to the REMIC III Regular Interest SB-IO. Realized Losses allocated to the Excess Cash Flow pursuant
to paragraph (b) of this Section shall be deemed to reduce Accrued Certificate Interest on the REMIC III Regular
Interest SB-IO. Realized Losses allocated to the Overcollateralization Amount pursuant to paragraph (b) of this
Section shall be deemed first to reduce the principal balance of the REMIC I Regular Interest SB-PO until such
principal balance shall have been reduced to zero and thereafter to reduce accrued and unpaid interest on the
REMIC III Regular Interest SB-IO.]
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property
The Servicer or the Subservicers shall file information returns with respect to the receipt of mortgage
interest received in a trade or business, the reports of foreclosures and abandonments of any Mortgaged Property
and the informational returns relating to cancellation of indebtedness income with respect to any Mortgaged
Property required by Sections 6050H, 6050J and 6050P of the Code, respectively, and deliver to the Trustee an
Officers' Certificate on or before March 31 of each year, beginning with the first March 31 that occurs at least
six months after the Cut off Date, stating that such reports have been filed. Such reports shall be in form and
substance sufficient to meet the reporting requirements imposed by such Sections 6050H, 6050J and 6050P of the
Code.
Section 4.07. Optional Purchase of Defaulted Mortgage Loans
(a) As to any Mortgage Loan which is delinquent in payment by 90 days or more, the Servicer may, at its
option, purchase such Mortgage Loan from the Trustee at the Purchase Price therefor; provided, that any such
Mortgage Loan that becomes 90 days or more delinquent during any given Calendar Quarter shall only be eligible
for purchase pursuant to this Section 4.07 during the period beginning on the first Business Day of the following
Calendar Quarter, and ending at the close of business on the second-to-last Business Day of such following
Calendar Quarter; and provided further, that such Mortgage Loan is 90 days or more delinquent at the time of
repurchase. Such option if not exercised shall not thereafter be reinstated as to any Mortgage Loan, unless the
delinquency is cured and the Mortgage Loan thereafter again becomes delinquent in payment by 90 days or more in a
subsequent Calendar Quarter.
(b) If at any time the Servicer makes a payment to the Certificate Account covering the amount of the
Purchase Price for such a Mortgage Loan, and the Servicer provides to the Trustee a certification signed by a
Servicing Officer stating that the amount of such payment has been deposited in the Certificate Account, then the
Trustee shall execute the assignment of such Mortgage Loan at the request of the Servicer without recourse to the
Servicer which shall succeed to all the Trustee's right, title and interest in and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall be an assignment outright and not for security.
The Servicer will thereupon own such Mortgage, and all such security and documents, free of any further
obligation to the Trustee or the Certificateholders with respect thereto.
Section 4.08. Swap Agreement.
(a) On the Closing Date, the Trustee shall (i) establish and maintain in its name, in trust for the benefit
of Class A, Class M and Class B Certificates, the Swap Account and (ii) for the benefit of the Class A, Class M
and Class B Certificates, cause the Trust to enter into the Swap Agreement.
(b) The Trustee shall deposit in the Swap Account all payments that are payable to the Trust Fund under the
Swap Agreement. Net Swap Payments and Swap Termination Payments (other than Swap Termination Payments resulting
from a Swap Counterparty Trigger Event) payable by the Trust Fund to the Swap Counterparty pursuant to the Swap
Agreement shall be excluded from the Available Distribution Amount and payable to the Swap Counterparty prior to
any distributions to the Certificateholders. On each Distribution Date, such amounts will be remitted by the
Trustee to the Swap Account for payment to the Swap Counterparty, first to make any Net Swap Payment owed to the
Swap Counterparty pursuant to the Swap Agreement for such Distribution Date, and second to make any Swap
Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty pursuant to the
Swap Agreement for such Distribution Date. For federal income tax purposes, such amounts paid to the Swap
Account on each Distribution Date shall first be deemed paid to the Swap Account in respect of REMIC III Regular
Interest IO to the extent of the amount distributable on such REMIC III Regular Interest IO on such Distribution
Date, and any remaining amount shall be deemed paid to the Swap Account in respect of the Class IO Distribution
Amount. Any Swap Termination Payment triggered by a Swap Counterparty Trigger Event owed to the Swap
Counterparty pursuant to the Swap Agreement will be subordinated to distributions to the Holders of the Class A,
Class M and Class B Certificates and shall be paid as set forth under Section 4.02.
(c) Net Swap Payments payable by the Swap Counterparty to the Trustee on behalf of the Trust Fund pursuant
to the Swap Agreement will be deposited by the Trustee into the Swap Account, and shall be included into the
definition of Excess Cash Flow.
(d) Subject to Sections 8.01 and 8.02 hereof, the Trustee agrees to comply with the terms of the Swap
Agreement and to enforce the terms and provisions thereof against the Swap Counterparty at the written direction
of the Holders of [Class A Certificates, Class M Certificates and Class B Certificates] entitled to at least 51%
of the Voting Rights of such Classes of Certificates, or if the Trustee does not receive such direction from such
Certificateholders, then at the written direction of GMFI.
(e) The Swap Account shall be an Eligible Account. Amounts held in the Swap Account from time to time shall
continue to constitute assets of the Trust Fund, but not of the REMICs, until released from the Swap Account
pursuant to this Section 4.08. The Swap Account constitutes an “outside reserve fund” within the meaning of
Treasury Regulation Section 1.860G-2(h) and is not an asset of the REMICs. The [Class SB Certificateholders]
shall be the owners of the Swap Account. The Trustee shall keep records that accurately reflect the funds on
deposit in the Swap Account. The Trustee shall, at the direction of the Servicer, invest amounts on deposit in
the Swap Account in Permitted Investments. In the absence of written direction to the Trustee from the Servicer,
all funds in the Swap Account shall remain uninvested.
(f) The Trustee and the Servicer shall treat the holders of each Class of Certificates [(other than the
Class SB Certificates and Class R Certificates)] as having entered into a notional principal contract with the
holders of the [Class SB Certificates]. Pursuant to each such notional principal contract, all holders of
Certificates [(other than the Class SB Certificates and Class R Certificates)] shall be treated as having agreed
to pay, on each Distribution Date, to the holder of the [Class SB Certificates] an aggregate amount equal to the
excess, if any, of (i) the amount payable on such Distribution Date on the REMIC III Regular Interest
corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such
Distribution Date (such excess, a “Class IO Distribution Amount”). In addition, pursuant to such notional
principal contract, the holder of the [Class SB Certificates] shall be treated as having agreed to pay the
related Basis Risk Shortfall Carry Forward-Amounts to the holders of the Certificates [(other than the Class SB
Certificates and Class R Certificates)] in accordance with the terms of this Agreement. Any payments to the
Certificates from amounts deemed received in respect of this notional principal contract shall not be payments
with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). However, any
payment from the Certificates [(other than the Class SB Certificates and Class R Certificates)] of a Class IO
Distribution Amount shall be treated for tax purposes as having been received by the holders of such Certificates
in respect of the REMIC III Regular Interest corresponding to such Class of Certificates and as having been paid
by such holders to the Swap Account pursuant to the notional principal contract. Thus, each Certificate [(other
than the Class R Certificates)] shall be treated as representing not only ownership of regular interests in REMIC
III, but also ownership of an interest in, and obligations with respect to, a notional principal contract.
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates
(a) [The Class A Certificates, Class M Certificates, Class B Certificates, Class SB Certificates and Class R
Certificates shall be substantially in the forms set forth in Exhibits A, X-0, X-0, C and D, respectively, and
shall, on original issue, be executed and delivered by the Trustee to the Certificate Registrar for
authentication and delivery to or upon the order of the Depositor upon receipt by the Trustee or one or more
Custodians of the documents specified in Section 2.01. The Class A and Class M-1 Certificates shall be issuable
in minimum dollar denominations of $[100,000] and integral multiples of $1 in excess thereof. The Class M-2
Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates,
Class M-7 Certificates, Class M-8 Certificates and Class B Certificates shall be issuable in minimum dollar
denominations of $[250,000] and integral multiples of $1 in excess thereof. The Class SB Certificates shall be
issuable in registered, certificated form in minimum percentage interests of [5.00]% and integral multiples of
[0.01]%. Each Class of Class R Certificates shall be issued in registered, certificated form in minimum
percentage interests of [20.00]% and integral multiples of [0.01]% in excess thereof; provided, however, that one
Class R Certificate of each Class will be issuable to the REMIC Administrator as “tax matters person” pursuant to
Section 10.01(c) in a minimum denomination representing a Percentage Interest of not less than 0.01%.
The Certificates shall be executed by manual or facsimile signature on behalf of an authorized officer
of the Trustee. Certificates bearing the manual or facsimile signatures of individuals who were at any time the
proper officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such Certificate or did not hold such
offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement,
or be valid for any purpose, unless there appears on such Certificate a certificate of authentication
substantially in the form provided for herein executed by the Certificate Registrar by manual signature, and such
certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has
been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their
authentication.]
(b) The [Class A Certificates, Class M Certificates and Class B Certificates] shall initially be issued as
one or more Certificates registered in the name of the Depository or its nominee and, except as provided below,
registration of such Certificates may not be transferred by the Trustee except to another Depository that agrees
to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. The Certificate
Owners shall hold their respective Ownership Interests in and to each [Class A Certificate, Class M Certificate
and Class B Certificate], through the book-entry facilities of the Depository and, except as provided below,
shall not be entitled to Definitive Certificates in respect of such Ownership Interests. All transfers by
Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in
accordance with the procedures established by the Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall transfer the Ownership Interests only in the Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance
with the Depository's normal procedures.
The Trustee, the Servicer and the Depositor may for all purposes (including the making of payments due
on the respective Classes of Book-Entry Certificates) deal with the Depository as the authorized representative
of the Certificate Owners with respect to the respective Classes of Book-Entry Certificates for purposes of
exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the
respective Classes of Book-Entry Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners.
Multiple requests and directions from, and votes of, the Depository as Holder of any Class of Book-Entry
Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect
to different Certificate Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such
record date.
If with respect to any Book-Entry Certificate (i)(A) the Depositor advises the Trustee in writing that
the Depository is no longer willing or able to properly discharge its responsibilities as Depository with respect
to such Book-Entry Certificate and (B) the Depositor is unable to locate a qualified successor, or (ii)(A) the
Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system for such
Book-Entry Certificate through the Depository and (B) upon receipt of notice from the Depository of the
Depositor's election to terminate the book-entry system for such Book-Entry Certificate, the Depository
Participants holding beneficial interests in such Book-Entry Certificates agree to initiate such termination, the
Trustee shall notify all Certificate Owners of such Book-Entry Certificate, through the Depository, of the
occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting
the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Depository, accompanied by
registration instructions from the Depository for registration of transfer, the Trustee shall issue the
Definitive Certificates.
In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially
adversely affected thereby may at its option request a Definitive Certificate evidencing such Certificate Owner's
Percentage Interest in the related Class of Certificates. In order to make such request, such Certificate Owner
shall, subject to the rules and procedures of the Depository, provide the Depository or the related Depository
Participant with directions for the Certificate Registrar to exchange or cause the exchange of the Certificate
Owner's interest in such Class of Certificates for an equivalent Percentage Interest in fully registered
definitive form. Upon receipt by the Certificate Registrar of instructions from the Depository directing the
Certificate Registrar to effect such exchange (such instructions to contain information regarding the Class of
Certificates and the Certificate Principal Balance being exchanged, the Depository Participant account to be
debited with the decrease, the registered holder of and delivery instructions for the Definitive Certificate, and
any other information reasonably required by the Certificate Registrar), (i) the Certificate Registrar shall
instruct the Depository to reduce the related Depository Participant's account by the aggregate Certificate
Principal Balance of the Definitive Certificate, (ii) the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver, in accordance with the registration and delivery instructions provided by the
Depository, a Definitive Certificate evidencing such Certificate Owner's Percentage Interest in such Class of
Certificates and (iii) the Trustee shall execute and the Certificate Registrar shall authenticate a new
Book-Entry Certificate reflecting the reduction in the aggregate Certificate Principal Balance of such Class of
Certificates by the amount of the Definitive Certificates.
Neither the Depositor, the Servicer nor the Trustee shall be liable for any actions taken by the
Depository or its nominee, including, without limitation, any delay in delivery of any instructions required
under this Section 5.01 and may conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates, all references herein to obligations imposed upon or to be
performed by the Depositor in connection with the issuance of the Definitive Certificates pursuant to this
Section 5.01 shall be deemed to be imposed upon and performed by the Trustee, and the Trustee and the Servicer
shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder.
(c) Each of the Certificates is intended to be a “security” governed by Article 8 of the Uniform Commercial
Code as in effect in the State of New York and any other applicable jurisdiction, to the extent that any of such
laws may be applicable.
Section 5.02. Registration of Transfer and Exchange of Certificates
(a) The Trustee shall cause to be kept at one of the offices or agencies to be appointed by the Trustee in
accordance with the provisions of Section 8.12 a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided. The Trustee is initially appointed Certificate Registrar for
the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar, or the Trustee, shall provide the Servicer with a certified list of Certificateholders as
of each Record Date prior to the related Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at any office or agency of the Trustee
maintained for such purpose pursuant to Section 8.12 and, in the case of any Class SB Certificate or Class R
Certificate, upon satisfaction of the conditions set forth below, the Trustee shall execute and the Certificate
Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more
new Certificates of a like Class and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be exchanged for other Certificates of
authorized denominations of a like Class and aggregate Percentage Interest, upon surrender of the Certificates to
be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange the Trustee
shall execute and the Certificate Registrar shall authenticate and deliver the Certificates of such Class which
the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for
transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or
be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing.
(d) No transfer, sale, pledge or other disposition of a [Class B Certificate, Class SB Certificate or
Class R Certificate] shall be made unless such transfer, sale, pledge or other disposition is exempt from the
registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state
securities laws or is made in accordance with said Act and laws. Except as otherwise provided in this
Section 5.02(d), in the event that a transfer of a Class B Certificate, Class SB Certificate or Class R
Certificate is to be made, (i) unless the Depositor directs the Trustee otherwise, the Trustee shall require a
written Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Depositor
that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis
therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall
not be an expense of the Trustee, the Trust Fund, the Depositor or the Servicer, and (ii) the Trustee shall
require the transferee to execute a representation letter, substantially in the form of Exhibit I hereto, and the
Trustee shall require the transferor to execute a representation letter, substantially in the form of Exhibit J
hereto, each acceptable to and in form and substance satisfactory to the Depositor and the Trustee certifying to
the Depositor and the Trustee the facts surrounding such transfer, which representation letters shall not be an
expense of the Trustee, the Trust Fund, the Depositor or the Servicer. In lieu of the requirements set forth in
the preceding sentence, transfers of Class B Certificates, Class SB Certificates or Class R Certificates may be
made in accordance with this Section 5.02(d) if the prospective transferee of such a Certificate provides the
Trustee and the Servicer with an investment letter substantially in the form of Exhibit N attached hereto, which
investment letter shall not be an expense of the Trustee, the Depositor, or the Servicer, and which investment
letter states that, among other things, such transferee (i) is a “qualified institutional buyer” as defined under
Rule 144A, acting for its own account or the accounts of other “qualified institutional buyers” as defined under
Rule 144A, and (ii) is aware that the proposed transferor intends to rely on the exemption from registration
requirements under the 1933 Act provided by Rule 144A. The Holder of a Class B Certificate, Class SB Certificate
or Class R Certificate desiring to effect any transfer, sale, pledge or other disposition shall, and does hereby
agree to, indemnify the Trustee, the Depositor, the Servicer and the Certificate Registrar against any liability
that may result if the transfer, sale, pledge or other disposition is not so exempt or is not made in accordance
with such federal and state laws and this Agreement. If any transfer of a Class B Certificate held by a
transferor and to be held by a transferee in book-entry form is to made without registration under the 1933 Act,
the transferor shall be deemed to have made each of the certifications set forth in Exhibit J hereto as of the
transfer date and the transferee shall be deemed to have made each of the certifications set forth in Exhibit N
hereto as of the transfer date, in each case as if such Class B Certificate were in physical form.
(e) (i) [In the case of any Class A Certificate, Class M Certificate, Class B Certificate, Class SB
Certificate or Class R Certificate presented for registration in the name of any Person, either (A) the Trustee
shall require an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee, the
Depositor and the Servicer to the effect that the purchase or holding of such Class B Certificate, Class SB
Certificate or Class R Certificate is permissible under applicable law, will not constitute or result in any
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or comparable
provisions of any subsequent enactments), and will not subject the Trustee, the Depositor or the Servicer to any
obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in
addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee,
the Depositor or the Servicer, or (B) the prospective transferee shall be required to provide the Trustee, the
Depositor and the Servicer with a certification to the effect set forth in Exhibit P (with respect to a Class A,
Class M, Class B or Class SB Certificate; provided, however; that such certification shall be deemed to have been
given by any Class A Certificateholder, Class M Certificateholder or Class B Certificateholder who acquires a
Book-Entry Certificate) or in paragraph fifteen of Exhibit H-1 (with respect to a Class R Certificate), which the
Trustee may rely upon without further inquiry or investigation, or such other certifications as the Trustee may
deem desirable or necessary in order to establish that such transferee or the Person in whose name such
registration is requested is either (a) not an employee benefit plan or other plan or arrangement subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code, or any Person (including an investment
manager, a named fiduciary or a trustee of any such plan) who is using “plan assets” of any such plan to effect
such acquisition (each of the foregoing, a “Plan Investor”), or (b) an insurance company, the source of funds
used to purchase or hold such Certificates is an “insurance company general account,” as the term is defined in
DOL Prohibited Transaction Class Exemption (“PTCE”) 95-60, and the conditions in Sections I and III of PTCE 95-60
have been satisfied.
(ii) Any Transferee of a Class A Certificate, Class M Certificate or Class B Certificate that does not
deliver the Opinion of Counsel or certification referred to in clause (i) above will be deemed to have
represented by virtue of its purchase or holding of such Certificate (or interest therein) that such Transferee
is not a Plan Investor.
(iii) If any Class A Certificate, Class M Certificate or Class B Certificate (or any interest therein) is
acquired or held by any Person that does not satisfy the conditions described in paragraph (i) and (ii) above,
then the last preceding Transferee shall be restored, to the extent permitted by law, to all rights and
obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Class A Certificate,
Class M Certificate or Class B Certificate. The Trustee shall be under no liability to any Person for making any
payments due on such Certificate to such preceding Transferee.
(iv) Any purported Certificate Owner whose acquisition or holding of any Class A Certificate, Class M
Certificate or Class B Certificate (or interest therein) was effected in violation of the restrictions in this
Section 5.02(e) shall indemnify and hold harmless the Depositor, the Trustee, the Servicer, any Subservicer, any
underwriter and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by
such parties as a result of such acquisition or holding.]
(f) (i) Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed
by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following
provisions and to have irrevocably authorized the Trustee or its designee under clause (iii)(A) below to deliver
payments to a Person other than such Person and to negotiate the terms of any mandatory sale under clause
(iii)(B) below and to execute all instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly
subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any change or impending change in its
status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership Interest in a Class R Certificate, the Trustee
shall require delivery to it, and shall not register the Transfer of any Class R Certificate
until its receipt of, (I) an affidavit and agreement (a “Transfer Affidavit and Agreement,” in
the form attached hereto as Exhibit H-1) from the proposed Transferee, in form and substance
satisfactory to the Servicer, representing and warranting, among other things, that it is a
Permitted Transferee, that it is not acquiring its Ownership Interest in the Class R
Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any
Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest
in a Class R Certificate, it will endeavor to remain a Permitted Transferee, and that it has
reviewed the provisions of this Section 5.02(f) and agrees to be bound by them, and (II) a
certificate, in the form attached hereto as Exhibit H-2, from the Holder wishing to transfer
the Class R Certificate, in form and substance satisfactory to the Servicer, representing and
warranting, among other things, that no purpose of the proposed Transfer is to impede the
assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause
(B) above, if a Responsible Officer of the Trustee who is assigned to this Agreement has actual
knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an
Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (x) to
require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts
to transfer its Ownership Interest in a Class R Certificate and (y) not to transfer its
Ownership Interest unless it provides a certificate to the Trustee in the form attached hereto
as Exhibit H-2.
(E) Each Person holding or acquiring an Ownership Interest in a Class R Certificate, by purchasing an
Ownership Interest in such Certificate, agrees to give the Trustee written notice that it is a
“pass-through interest holder” within the meaning of Temporary Treasury Regulations
Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Class R
Certificate, if it is, or is holding an Ownership Interest in a Class R Certificate on behalf
of, a “pass-through interest holder.”
(ii) The Trustee shall register the Transfer of any Class R Certificate only if it shall have received the
Transfer Affidavit and Agreement, a certificate of the Holder requesting such transfer in the form attached
hereto as Exhibit H-2 and all of such other documents as shall have been reasonably required by the Trustee as a
condition to such registration. Transfers of the Class R Certificates to Non-United States Persons and
Disqualified Organizations (as defined in Section 860E(e)(5) of the Code) are prohibited.
(A) If any Disqualified Organization shall become a holder of a Class R Certificate, then the last preceding
Permitted Transferee shall be restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of registration of such Transfer of such
Class R Certificate. If a Non-United States Person shall become a holder of a Class R
Certificate, then the last preceding United States Person shall be restored, to the extent
permitted by law, to all rights and obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. If a transfer of a Class R
Certificate is disregarded pursuant to the provisions of Treasury Regulations Section 1.860E-1
or Section 1.860G-3, then the last preceding Permitted Transferee shall be restored, to the
extent permitted by law, to all rights and obligations as Holder thereof retroactive to the
date of registration of such Transfer of such Class R Certificate. The Trustee shall be under
no liability to any Person for any registration of Transfer of a Class R Certificate that is in
fact not permitted by this Section 5.02(f) or for making any payments due on such Certificate
to the holder thereof or for taking any other action with respect to such holder under the
provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a Class R Certificate in violation of the
restrictions in this Section 5.02(f) and to the extent that the retroactive restoration of the
rights of the Holder of such Class R Certificate as described in clause (iii)(A) above shall be
invalid, illegal or unenforceable, then the Servicer shall have the right, without notice to
the holder or any prior holder of such Class R Certificate, to sell such Class R Certificate to
a purchaser selected by the Servicer on such terms as the Servicer may choose. Such purported
Transferee shall promptly endorse and deliver each Class R Certificate in accordance with the
instructions of the Servicer. Such purchaser may be the Servicer itself or any Affiliate of the
Servicer. The proceeds of such sale, net of the commissions (which may include commissions
payable to the Servicer or its Affiliates), expenses and taxes due, if any, will be remitted by
the Servicer to such purported Transferee. The terms and conditions of any sale under this
clause (iii)(B) shall be determined in the sole discretion of the Servicer, and the Servicer
shall not be liable to any Person having an Ownership Interest in a Class R Certificate as a
result of its exercise of such discretion.
(iii) The Servicer, on behalf of the Trustee, shall make available, upon written request from the Trustee, all
information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a
Class R Certificate to any Person who is a Disqualified Organization, including the information regarding “excess
inclusions” of such Class R Certificates required to be provided to the Internal Revenue Service and certain
Persons as described in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result of
any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or
organization described in Section 1381 of the Code that holds an Ownership Interest in a Class R Certificate
having as among its record holders at any time any Person who is a Disqualified Organization. Reasonable
compensation for providing such information may be required by the Servicer from such Person.
(iv) The provisions of this Section 5.02(f) set forth prior to this clause (v) may be modified, added to or
eliminated, provided that there shall have been delivered to the Trustee the following:
(A) Written notification from each Rating Agency to the effect that the modification, addition to or
elimination of such provisions will not cause such Rating Agency to downgrade its then-current
ratings, if any, of any Class of [Class A Certificates, Class M Certificates or Class B
Certificates] below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency; and
(B) A Certificate of the Servicer stating that the Servicer has received an Opinion of Counsel, in form and
substance satisfactory to the Servicer, to the effect that such modification, addition to or
absence of such provisions will not cause any REMIC to cease to qualify as a REMIC and will not
cause (x) any REMIC to be subject to an entity-level tax caused by the Transfer of any Class R
Certificate to a Person that is a Disqualified Organization or (y) a Certificateholder or
another Person to be subject to a REMIC-related tax caused by the Transfer of a Class R
Certificate to a Person that is not a Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of Certificates of any Class, but the
Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be destroyed by the Certificate Registrar.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates
If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Trustee and the
Certificate Registrar receive evidence to their satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee and the Certificate Registrar such security or indemnity
as may be required by them to save each of them harmless, then, in the absence of notice to the Trustee or the
Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Trustee shall execute
and the Certificate Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor, Class and Percentage Interest but bearing
a number not contemporaneously outstanding. Upon the issuance of any new Certificate under this Section, the
Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and the
Certificate Registrar) connected therewith. Any duplicate Certificate issued pursuant to this Section shall
constitute complete and indefeasible evidence of ownership in the Trust Fund, as if originally issued, whether or
not the lost, stolen or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners
Prior to due presentation of a Certificate for registration of transfer, the Depositor, the Servicer,
the Trustee, the Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.02 and for all other purposes
whatsoever, except as and to the extent provided in the definition of “Certificateholder” and in Section 4.09,
and neither the Depositor, the Servicer, the Trustee, the Certificate Registrar nor any agent of the Depositor,
the Servicer, the Trustee or the Certificate Registrar shall be affected by notice to the contrary except as
provided in Section 5.02(f).
Section 5.05. Appointment of Paying Agent
The Trustee may appoint a Paying Agent for the purpose of making distributions to Certificateholders
pursuant to Section 4.02. In the event of any such appointment, on or prior to each Distribution Date the
Servicer on behalf of the Trustee shall deposit or cause to be deposited with the Paying Agent a sum sufficient
to make the payments to Certificateholders in the amounts and in the manner provided for in Section 4.02, such
sum to be held in trust for the benefit of Certificateholders.
The Trustee shall cause each Paying Agent to execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee that such Paying Agent will hold all sums held by it for the
payment to Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums
shall be paid to such Certificateholders. Any sums so held by such Paying Agent shall be held only in Eligible
Accounts to the extent such sums are not distributed to the Certificateholders on the date of receipt by such
Paying Agent.
ARTICLE VI
THE DEPOSITOR AND THE SERVICER
Section 6.01. Respective Liabilities of the Depositor and the Servicer
The Depositor and the Servicer shall each be liable in accordance herewith only to the extent of the
obligations specifically and respectively imposed upon and undertaken by the Depositor and the Servicer herein.
By way of illustration and not limitation, the Depositor is not liable for the servicing and administration of
the Mortgage Loans, nor is it obligated by Section 7.01 or Section 10.01 to assume any obligations of the
Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder
that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the Depositor or the Servicer; Assignment of Rights and Delegation
of Duties by Servicer
(a) The Depositor and the Servicer shall each keep in full effect its existence, rights and franchises as a
corporation under the laws of the state of its incorporation, and will each obtain and preserve its qualification
to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary
to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and
to perform its respective duties under this Agreement.
(b) Any Person into which the Depositor or the Servicer may be merged or consolidated, or any corporation
resulting from any merger or consolidation to which the Depositor or the Servicer shall be a party, or any Person
succeeding to the business of the Depositor or the Servicer, shall be the successor of the Depositor or the
Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the
successor or surviving Person to the Servicer shall be qualified to service mortgage loans on behalf of Xxxxxx
Xxx or Xxxxxxx Mac; and provided further that each Rating Agency's ratings, if any Class of Class A Certificates,
Class M Certificates or Class B Certificates in effect immediately prior to such merger or consolidation will not
be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to such effect from each Rating
Agency).
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04 to the contrary, the Servicer may
assign its rights and delegate its duties and obligations under this Agreement; provided that the Person
accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf
of Xxxxxx Mae or Xxxxxxx Mac, is reasonably satisfactory to the Trustee and the Depositor, is willing to service
the Mortgage Loans and executes and delivers to the Depositor and the Trustee an agreement, in form and substance
reasonably satisfactory to the Depositor and the Trustee, which contains an assumption by such Person of the due
and punctual performance and observance of each covenant and condition to be performed or observed by the
Servicer under this Agreement; provided, further, that each Rating Agency's rating of the Classes of Certificates
that have been rated in effect immediately prior to such assignment and delegation will not be qualified, reduced
or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each
Rating Agency). In the case of any such assignment and delegation, the Servicer shall be released from its
obligations under this Agreement, except that the Servicer shall remain liable for all liabilities and
obligations incurred by it as Servicer hereunder prior to the satisfaction of the conditions to such assignment
and delegation set forth in the next preceding sentence. Notwithstanding the foregoing, in the event of a pledge
or assignment by the Servicer solely of its rights to purchase all assets of the Trust Fund under Section 9.01(a)
(or, if so specified in Section 9.01(a), its rights to purchase the Mortgage Loans and property acquired related
to such Mortgage Loans or its rights to purchase the Certificates related thereto), the provisos of the first
sentence of this paragraph will not apply.
Section 6.03. Limitation on Liability of the Depositor, the Servicer and Others
None of the Depositor, the Servicer or any of the directors, officers, employees or agents of the
Depositor or the Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in
judgment; provided, however, that this provision shall not protect the Depositor, the Servicer or any such Person
against any breach of warranties, representations or covenants made herein or any liability which would otherwise
be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The Depositor, the Servicer and any director,
officer, employee or agent of the Depositor or the Servicer may rely in good faith on any document of any kind
prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The
Depositor, the Servicer and any director, officer, employee or agent of the Depositor or the Servicer shall be
indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection
with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense
related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be
otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of
reckless disregard of obligations and duties hereunder.
Neither the Depositor nor the Servicer shall be under any obligation to appear in, prosecute or defend
any legal or administrative action, proceeding, hearing or examination that is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any expense or liability; provided,
however, that the Depositor or the Servicer may in its discretion undertake any such action, proceeding, hearing
or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of
the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and
costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses,
costs and liabilities of the Trust Fund, and the Depositor and the Servicer shall be entitled to be reimbursed
therefor out of amounts attributable to the Mortgage Loans on deposit in the Custodial Account as provided by
Section 3.10 and, on the Distribution Date(s) following such reimbursement, the aggregate of such expenses and
costs shall be allocated in reduction of the Accrued Certificate Interest on each Class entitled thereto in the
same manner as if such expenses and costs constituted a Prepayment Interest Shortfall.
Section 6.04. Depositor and Servicer Not to Resign
Subject to the provisions of Section 6.02, neither the Depositor nor the Servicer shall resign from its
respective obligations and duties hereby imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law. Any such determination permitting the resignation of the Depositor or
the Servicer shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect
delivered to the Trustee. No such resignation by the Servicer shall become effective until the Trustee or a
successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with
Section 7.02.
ARTICLE VII
DEFAULT
Section 7.01. Events of Default
Event of Default, wherever used herein, means any one of the following events (whatever reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any administrative or
governmental body):
(i) the Servicer shall fail to distribute or cause to be distributed to Holders of Certificates of any
Class any distribution required to be made under the terms of the Certificates of such Class and
this Agreement and, in either case, such failure shall continue unremedied for a period of 5
days after the date upon which written notice of such failure, requiring such failure to be
remedied, shall have been given to the Servicer by the Trustee or the Depositor or to the
Servicer, the Depositor and the Trustee by the Holders of Certificates of such Class evidencing
Percentage Interests aggregating not less than 25%; or
(ii) the Servicer shall fail to observe or perform in any material respect any other of the covenants or
agreements on the part of the Servicer contained in the Certificates of any Class or in this
Agreement and such failure shall continue unremedied for a period of 30 days (except that such
number of days shall be 15 in the case of a failure to pay the premium for any Required
Insurance Policy) after the date on which written notice of such failure, requiring the same to
be remedied, shall have been given to the Servicer by the Trustee or the Depositor, or to the
Servicer, the Depositor and the Trustee by the Holders of Certificates of any Class evidencing,
as to such Class, Percentage Interests aggregating not less than 25%; or
(iii) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in
an involuntary case under any present or future federal or state bankruptcy, insolvency or
similar law or appointing a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the Servicer and such
decree or order shall have remained in force undischarged or unstayed for a period of 60 days;
or
(iv) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings
of, or relating to, the Servicer or of, or relating to, all or substantially all of the
property of the Servicer; or
(v) the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a
petition to take advantage of, or commence a voluntary case under, any applicable insolvency or
reorganization statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
(vi) the Servicer shall notify the Trustee pursuant to Section 4.04(b) that it is unable to deposit in the
Certificate Account an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section shall occur, then, and in each and
every such case, so long as such Event of Default shall not have been remedied, either the Depositor or the
Trustee shall at the direction of Holders of Certificates entitled to at least 51% of the Voting Rights, by
notice in writing to the Servicer (and to the Depositor if given by the Trustee or to the Trustee if given by the
Depositor), terminate all of the rights and obligations of the Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a Certificateholder hereunder; provided,
however, that a successor to the Servicer is appointed pursuant to Section 7.02 and such successor Servicer shall
have accepted the duties of Servicer effective upon the resignation of the Servicer. If an Event of Default
described in clause (vi) hereof shall occur, the Trustee shall, by notice to the Servicer and the Depositor,
immediately terminate all of the rights and obligations of the Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a Certificateholder hereunder as provided in
Section 4.04(b). On or after the receipt by the Servicer of such written notice, all authority and power of the
Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder thereof) or the
Mortgage Loans or otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or the Trustee's
designee appointed pursuant to Section 7.02; and, without limitation, the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all
documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to
effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment
of the Mortgage Loans and related documents, or otherwise. The Servicer agrees to cooperate with the Trustee as
successor Servicer in effecting the termination of the Servicer's responsibilities and rights hereunder,
including, without limitation, the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the Certificate Account or thereafter be
received with respect to the Mortgage Loans. No such termination shall release the Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the effective time of such termination.
Notwithstanding any termination of the activities of GMFI in its capacity as Servicer hereunder, GMFI
shall be entitled to receive, out of any late collection of a Monthly Payment on a Mortgage Loan which was due
prior to the notice terminating GMFI's rights and obligations as Servicer hereunder and received after such
notice, that portion to which GMFI would have been entitled pursuant to Sections 3.10(a)(ii), (vi) and (vii) as
well as its Servicing Fee in respect thereof, and any other amounts payable to GMFI hereunder the entitlement to
which arose prior to the termination of its activities hereunder. Upon the termination of GMFI as Servicer
hereunder the Depositor shall deliver to the Trustee, as successor Servicer, a copy of the Program Guide.
Section 7.02. Trustee or Depositor to Act; Appointment of Successor
(a) On and after the time the Servicer receives a notice of termination pursuant to Section 7.01 or resigns
in accordance with Section 6.04, the Trustee or, upon notice to the Depositor and with the Depositor's consent a
designee (which meets the standards set forth below) of the Trustee, shall be the successor in all respects to
the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for
herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the
Servicer (except for the responsibilities, duties and liabilities contained in Sections 2.02 and 2.03(a),
excluding the duty to notify related Subservicers as set forth in such Sections, and its obligations to deposit
amounts in respect of losses incurred prior to such notice or termination on the investment of funds in the
Custodial Account or the Certificate Account pursuant to Sections 3.07(c) and 4.01(b) by the terms and provisions
hereof); provided, however, that any failure to perform such duties or responsibilities caused by the preceding
Servicer's failure to provide information required by Section 4.04 shall not be considered a default by the
Trustee hereunder, as successor Servicer. If the Trustee has become the successor to the Servicer in accordance
with Section 6.04 or Section 7.01, then notwithstanding the above, the Trustee may, if it shall be unwilling to
so act, or shall, if it is unable to so act, appoint, or petition a court of competent jurisdiction to appoint,
any established housing and home finance institution, which is also a Xxxxxx Xxx or Xxxxxxx Mac-approved mortgage
servicing institution, having a net worth of not less than $10,000,000 as the successor to the Servicer hereunder
in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder.
Pending appointment of a successor to the Servicer hereunder, the Trustee shall become successor to the Servicer
and shall act in such capacity as hereinabove provided. As compensation therefor, the Trustee, as successor
Servicer, shall be entitled to all funds relating to the Mortgage Loans which the Servicer would have been
entitled to charge to the Custodial Account or the Certificate Account if the Servicer had continued to act
hereunder and, in addition, shall be entitled to the income from any Permitted Investments made with amounts
attributable to the Mortgage Loans held in the Custodial Account or the Certificate Account. In connection with
such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor
out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such
compensation shall be in excess of that permitted the initial Servicer hereunder. The Depositor, the Trustee,
the Custodian and such successor shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. The Servicing Fee for any successor Servicer appointed pursuant to this
Section 7.02 will be lowered with respect to those Mortgage Loans, if any, where the Subservicing Fee accrues at a
rate of less than 0.200% per annum in the event that the successor Servicer is not servicing such Mortgage Loans
directly and it is necessary to raise the related Subservicing Fee to a rate of 0.200% per annum in order to hire
a Subservicer with respect to such Mortgage Loans.
(b) In connection with the termination or resignation of the Servicer hereunder, either (i) the successor
Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that
it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and
procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, in which
case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records
to reflect the transfer of servicing to the successor Servicer as necessary under MERS' rules and regulations, or
(ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver
an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and
deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer
of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer. The
predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The
predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and
fees and costs of filing any assignments of Mortgage that may be required under this subsection (b). The
successor Servicer shall cause such assignment to be delivered to the Trustee or the Custodian promptly upon
receipt of the original with evidence of recording thereon or a copy certified by the public recording office in
which such assignment was recorded.
Section 7.03. Notification to Certificateholders
(a) Upon any such termination or appointment of a successor to the Servicer, the Trustee shall give prompt
written notice thereof to the Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Within 60 days after the occurrence of any Event of Default, the Trustee shall transmit by mail to all
Holders of Certificates notice of each such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived as provided in Section 7.04 hereof.
Section 7.04. Waiver of Events of Default
The Holders representing at least 66% of the Voting Rights of Certificates affected by a default or
Event of Default hereunder may waive any default or Event of Default; provided, however, that (a) a default or
Event of Default under clause (i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this Section 7.04 shall affect the
Holders of Certificates in the manner set forth in Section 11.01(b)(i), (ii) or (iii). Upon any such waiver of a
default or Event of Default by the Holders representing the requisite percentage of Voting Rights of Certificates
affected by such default or Event of Default such default or Event of Default shall cease to exist and shall be
deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon except to the extent expressly so waived.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee
(a) The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events
of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically
set forth in this Agreement. In case an Event of Default has occurred (which has not been cured or waived), the
Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of
care and skill in their exercise as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to
any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this
Agreement. The Trustee shall notify the Certificateholders of any such documents which do not materially conform
to the requirements of this Agreement in the event that the Trustee, after so requesting, does not receive
satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion the notices, reports and
statements required to be forwarded by the Trustee pursuant to Sections 4.03, 7.03, and 10.01. The Trustee shall
furnish in a timely fashion to the Servicer such information as the Servicer may reasonably request from time to
time for the Servicer to fulfill its duties as set forth in this Agreement. The Trustee covenants and agrees
that it shall perform its obligations hereunder in a manner so as to maintain the status of each REMIC created
hereunder as a REMIC under the REMIC Provisions and (subject to Section 10.01(f)) to prevent the imposition of
any federal, state or local income, prohibited transaction, contribution or other tax on the Trust Fund to the
extent that maintaining such status and avoiding such taxes are reasonably within the control of the Trustee and
are reasonably within the scope of its duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own
negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the curing or waiver of all such Events of
Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the
express provisions of this Agreement, the Trustee shall not be liable except for the performance of such duties
and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be
read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the
Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee by the Depositor or the Servicer and which on
their face, do not contradict the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible
Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be
taken by it in good faith in accordance with the direction of the Certificateholders holding Certificates which
evidence, Percentage Interests aggregating not less than 25% of the affected Classes as to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee, under this Agreement;
(iv) The Trustee shall not be charged with knowledge of any default (other than a default in payment to the
Trustee) specified in clauses (i) and (ii) of Section 7.01 or an Event of Default under clauses (iii), (iv) and
(v) of Section 7.01 unless a Responsible Officer of the Trustee assigned to and working in the Corporate Trust
Office obtains actual knowledge of such failure or event or the Trustee receives written notice of such failure
or event at its Corporate Trust Office from the Servicer, the Depositor or any Certificateholder; and
(v) Except to the extent provided in Section 7.02, no provision in this Agreement shall require the Trustee
to expend or risk its own funds (including, without limitation, the making of any Advance) or otherwise incur any
personal financial liability in the performance of any of its duties as Trustee hereunder, or in the exercise of
any of its rights or powers, if the Trustee shall have reasonable grounds for believing that repayment of funds
or adequate indemnity against such risk or liability is not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any and all federal, state and local
taxes imposed on the Trust Fund or its assets or transactions including, without limitation, (A) ”prohibited
transaction” penalty taxes as defined in Section 860F of the Code, if, when and as the same shall be due and
payable, (B) any tax on contributions to a REMIC after the Closing Date imposed by Section 860G(d) of the Code
and (C) any tax on “net income from foreclosure property” as defined in Section 860G(c) of the Code, but only if
such taxes arise out of a breach by the Trustee of its obligations hereunder, which breach constitutes negligence
or willful misconduct of the Trustee.
Section 8.02. Certain Matters Affecting the Trustee
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution,
Officers' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this
Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order
or direction of any of the Certificateholders pursuant to the provisions of this Agreement, unless such
Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses
and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the
Trustee of the obligation, upon the occurrence of an Event of Default (which has not been cured), to exercise
such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in
their exercise as a prudent investor would exercise or use under the circumstances in the conduct of such
investor's own affairs;
(iv) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this
Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and after the curing of all Events of Default
which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in writing so to do by the Holders of Certificates of
any Class evidencing, as to such Class, Percentage Interests, aggregating not less than 50%; provided, however,
that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to
the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable
indemnity against such expense or liability as a condition to so proceeding. The reasonable expense of every
such examination shall be paid by the Servicer, if an Event of Default shall have occurred and is continuing, and
otherwise by the Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys provided that the Trustee shall remain liable for any acts of such
agents or attorneys; and
(vii) To the extent authorized under the Code and the regulations promulgated thereunder, each Holder of a
Class R Certificate hereby irrevocably appoints and authorizes the Trustee to be its attorney-in-fact for
purposes of signing any Tax Returns required to be filed on behalf of the Trust Fund. The Trustee shall sign on
behalf of the Trust Fund and deliver to the Servicer in a timely manner any Tax Returns prepared by or on behalf
of the Servicer that the Trustee is required to sign as determined by the Servicer pursuant to applicable
federal, state or local tax laws, provided that the Servicer shall indemnify the Trustee for signing any such Tax
Returns that contain errors or omissions.
(b) Following the issuance of the Certificates (and except as provided for in Section 2.04), the Trustee
shall not accept any contribution of assets to the Trust Fund unless (subject to Section 10.01(f)) it shall have
obtained or been furnished with an Opinion of Counsel to the effect that such contribution will not (i) cause any
REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding or
(ii) cause the Trust Fund to be subject to any federal tax as a result of such contribution (including the
imposition of any federal tax on “prohibited transactions” imposed under Section 860F(a) of the Code).
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans
The recitals contained herein and in the Certificates (other than the execution of the Certificates and
relating to the acceptance and receipt of the Mortgage Loans) shall be taken as the statements of the Depositor
or the Servicer as the case may be, and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Agreement or of the Certificates (except that
the Certificates shall be duly and validly executed and authenticated by it as Certificate Registrar) or of any
Mortgage Loan or related document, or of MERS or the MERS® System. Except as otherwise provided herein, the
Trustee shall not be accountable for the use or application by the Depositor or the Servicer of any of the
Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the
Depositor or the Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the Custodial
Account or the Certificate Account by the Depositor or the Servicer.
Section 8.04. Trustee May Own Certificates
The Trustee in its individual or any other capacity may become the owner or pledgee of Certificates with
the same rights it would have if it were not Trustee.
Section 8.05. Servicer to Pay Trustee's Fees and Expenses; Indemnification
(a) The Servicer covenants and agrees to pay to the Trustee and any co-trustee from time to time, and the
Trustee and any co-trustee shall be entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by
each of them in the execution of the trusts hereby created and in the exercise and performance of any of the
powers and duties hereunder of the Trustee and any co-trustee, and the Servicer shall pay or reimburse the
Trustee and any co-trustee upon request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee or any co-trustee in accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its
employ, and the expenses incurred by the Trustee or any co-trustee in connection with the appointment of an
office or agency pursuant to Section 8.12) except any such expense, disbursement or advance as may arise from its
negligence or bad faith.
(b) The Servicer agrees to indemnify the Trustee for, and to hold the Trustee harmless against, any loss,
liability or expense incurred without negligence or willful misconduct on its part, arising out of, or in
connection with, the acceptance and administration of the Trust Fund, including its obligation to execute the DTC
Letter in its individual capacity, and including the costs and expenses (including reasonable legal fees and
expenses) of defending itself against any claim in connection with the exercise or performance of any of its
powers or duties under this Agreement and the Swap Agreement, and the Servicer further agrees to indemnify the
Trustee for, and to hold the Trustee harmless against, any loss, liability or expense arising out of, or in
connection with, the provisions set forth in the last paragraph of Section 2.01(b) hereof, including without
limitation, all costs, liabilities and expenses (including reasonable legal fees and expenses) of investigating
and defending itself against any claim, action or proceeding, pending or threatened, relating to the provisions
of such paragraph, provided, that
(i) with respect to any such claim, the Trustee shall have given the Servicer written notice thereof
promptly after the Trustee shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the Trustee shall cooperate and consult fully with the
Servicer in preparing such defense; and
(iii) notwithstanding anything in this Agreement to the contrary, the Servicer shall not be liable for
settlement of any claim by the Trustee entered into without the prior consent of the Servicer which consent shall
not be unreasonably withheld.
No termination of this Agreement shall affect the obligations created by this Section 8.05(b) of the
Servicer to indemnify the Trustee under the conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by the Servicer in this
Section 8.05(b) shall not pertain to any loss, liability or expense of the Trustee, including the costs and
expenses of defending itself against any claim, incurred in connection with any actions taken by the Trustee at
the direction of Certificateholders pursuant to the terms of this Agreement.
Section 8.06. Eligibility Requirements for Trustee
The Trustee hereunder shall at all times be a national banking association or a New York banking
corporation having its principal office in a state and city acceptable to the Depositor and organized and doing
business under the laws of such state or the United States of America, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision
or examination by federal or state authority. If such corporation or national banking association publishes
reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall
be deemed to be its combined capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.
Section 8.07. Resignation and Removal of the Trustee
(a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written
notice thereof to the Depositor and the Servicer. Upon receiving such notice of resignation, the Depositor shall
promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been
so appointed and have accepted appointment within 30 days after the giving of such notice of resignation then the
resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06
and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall
become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property
or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the
Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor trustee. In addition, in the event that the
Depositor determines that the Trustee has failed (i) to distribute or cause to be distributed to
Certificateholders any amount required to be distributed hereunder, if such amount is held by the Trustee or its
Paying Agent (other than the Servicer or the Depositor) for distribution or (ii) to otherwise observe or perform
in any material respect any of its covenants, agreements or obligations hereunder, and such failure shall
continue unremedied for a period of 5 days (in respect of clause (i) above) or 30 days (in respect of clause
(ii) above) after the date on which written notice of such failure, requiring that the same be remedied, shall
have been given to the Trustee by the Depositor, then the Depositor, which consent shall not be unreasonably
withheld, may remove the Trustee and appoint a successor trustee by written instrument delivered as provided in
the preceding sentence. In connection with the appointment of a successor trustee pursuant to the preceding
sentence, the Depositor shall, on or before the date on which any such appointment becomes effective, obtain from
each Rating Agency written confirmation that the appointment of any such successor trustee will not result in the
reduction of the ratings on any Class of the Certificates below the lesser of the then current or original
ratings on such Certificates.
(c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the
Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by such
Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to
the Depositor, one complete set to the Trustee so removed and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the
provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as
provided in Section 8.08.
Section 8.08. Successor Trustee
(a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to
the Depositor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor trustee shall become effective and such successor trustee shall
become effective and such successor trustee, without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as
if originally named as trustee herein. The predecessor trustee shall deliver to the successor trustee all
Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the
time held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Depositor,
the Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such
rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this Section unless at the time of such
acceptance such successor trustee shall be eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall
mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense
of the Depositor.
Section 8.09. Merger or Consolidation of Trustee
Any corporation or national banking association into which the Trustee may be merged or converted or
with which it may be consolidated or any corporation or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any corporation or national banking
association succeeding to the business of the Trustee, shall be the successor of the Trustee hereunder, provided
such corporation or national banking association shall be eligible under the provisions of Section 8.06, without
the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein
to the contrary notwithstanding. The Trustee shall mail notice of any such merger or consolidation to the
Certificateholders at their address as shown in the Certificate Register.
Section 8.10. Appointment of Co-Trustee or Separate Trustee
(a) Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of the Trust Fund or property securing the same may at the
time be located, the Servicer and the Trustee acting jointly shall have the power and shall execute and deliver
all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees,
jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to
vest in such Person or Persons, in such capacity, such title to the Trust Fund, or any part thereof, and, subject
to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Servicer
and the Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment
within 15 days after the receipt by it of a request so to do, or in case an Event of Default shall have occurred
and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate
trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06
hereunder and no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s)
shall be required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10 all
rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon
and exercised or performed by the Trustee, and such separate trustee or co-trustee jointly, except to the extent
that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as
Trustee hereunder or as successor to the Servicer hereunder), the Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of
title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and performed by such
separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of
the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article
VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the
estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as
may be provided therein, subject to all the provisions of this Agreement, specifically including every provision
of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be filed with the Trustee. (d) Any separate trustee or co-trustee may, at
any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If
any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent
permitted by law, without the appointment of a new or successor trustee.
Section 8.11. Appointment of Custodians
The Trustee may, with the consent of the Servicer and the Depositor, appoint one or more Custodians who
are not Affiliates of the Depositor or the Servicer to hold all or a portion of the Mortgage Files as agent for
the Trustee, by entering into a Custodial Agreement. Subject to Article VIII, the Trustee agrees to comply with
the terms of each Custodial Agreement and to enforce the terms and provisions thereof against the Custodian for
the benefit of the Certificateholders. Each Custodian shall be a depository institution subject to supervision by
federal or state authority, shall have a combined capital and surplus of at least $15,000,000 and shall be
qualified to do business in the jurisdiction in which it holds any Mortgage File. Each Custodial Agreement may be
amended only as provided in Section 11.01. The Trustee shall notify the Certificateholders of the appointment of
any Custodian (other than the Custodian appointed as of the Closing Date) pursuant to this Section 8.11.
Section 8.12. Appointment of Office or Agency
The Trustee shall maintain an office or agency in the [______________] where Certificates may be
surrendered for registration of transfer or exchange. The Trustee initially designates its offices located at the
Corporate Trust Office for the purpose of keeping the Certificate Register. The Trustee shall maintain an office
at the address stated in Section 11.05(c) hereof where notices and demands to or upon the Trustee in respect of
this Agreement may be served.
Section 8.13. DTC Letter of Representations.
The Trustee is hereby authorized and directed to, and agrees that it shall, enter into the DTC Letter on
behalf of the Trust Fund and in its individual capacity as agent thereunder.
Section 8.14. [Swap Agreement.]
[The Trustee is hereby authorized and directed to, and agrees that it shall, enter into the Swap
Agreement on behalf of the Trust Fund.]
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase or Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and responsibilities of the Depositor, the Servicer
and the Trustee created hereby in respect of the Certificates (other than the obligation of the Trustee to make
certain payments after the Final Distribution Date to Certificateholders and the obligation of the Depositor to
send certain notices as hereinafter set forth) shall terminate upon the last action required to be taken by the
Trustee on the Final Distribution Date pursuant to this Article IX following the earlier of:
(i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, or
(ii) at the option of [_______________] or its designee or the Servicer, as provided in Section 9.01(f), the
purchase of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund, at a price equal to the sum of (A) 100% of the unpaid principal balance of each Mortgage Loan (or, if less
than such unpaid principal balance, the fair market value of the related underlying property of such Mortgage
Loan with respect to Mortgage Loans as to which title has been acquired if such fair market value is less than
such unpaid principal balance) (and if such purchase is made by the Servicer only, net of any unreimbursed
Advances attributable to principal) on the day of repurchase, plus accrued interest thereon at the Net Mortgage
Rate (or Modified Net Mortgage Rate in the case of any Modified Mortgage Loan), to, but not including, the first
day of the month in which such repurchase price is distributed, and (B) any unpaid Swap Termination Payment
payable to the Swap Counterparty (or any Swap Termination Payment payable to the Swap Counterparty as a result of
the exercise of the option provided for in this Section 9.01(a)(ii));
provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United
States to the Court of St. Xxxxx, living on the date hereof; and provided further, that the purchase price set
forth above shall be increased as is necessary, as determined by the Servicer, to avoid disqualification of any
REMIC created hereunder as a REMIC.
The purchase price paid by [___________] or its designee or the Servicer, as applicable, pursuant to
Section 9.01(a)(ii) shall also include any amounts owed by GMFI pursuant to the last paragraph of Section 4 of
the Assignment Agreement in respect of any liability, penalty or expense that resulted from a breach of the
representation and warranty set forth in clause (w) of Section 4 of the Assignment Agreement that remain unpaid
on the date of such purchase.
The right of [___________] or its designee or the Servicer, as applicable, to purchase all of the
Mortgage Loans pursuant to clause (ii) above is conditioned upon the date of such purchase occurring on or after
the Optional Termination Date. If such right is exercised by the Servicer, the Servicer shall be deemed to have
been reimbursed for the full amount of any unreimbursed Advances theretofore made by it with respect to the
Mortgage Loans being purchased. In addition, the Servicer shall provide to the Trustee the certification
required by Section 3.15 and the Trustee and any Custodian shall, promptly following payment of the purchase
price, release to [___________] or its designee or the Servicer, as applicable, the Mortgage Files pertaining to
the Mortgage Loans being purchased.
In addition to the foregoing, on any Distribution Date on or after the Optional Termination Date,
[___________] or its designee or the Servicer, as provided in Section 9.01(f), shall have the right, at its
option, to purchase the [Class A Certificates, Class M Certificates, Class B Certificates] and Class SB
Certificates in whole, but not in part, at a price equal to the sum of the outstanding Certificate Principal
Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon, any previously
unpaid Accrued Certificate Interest, and any unpaid Prepayment Interest Shortfalls previously allocated thereto
and, in the case of Prepayment Interest Shortfalls, accrued interest thereon at the applicable Pass-Through Rate,
plus, with respect to any optional termination by [___________] or its designee, an amount equal to all accrued
and unpaid Servicing Fees and reimbursement for all unreimbursed Advances and Servicing Advances, in each case
through the date of such optional termination. If the Servicer or [___________] or its designee, as applicable,
exercises this right to purchase the outstanding Class A Certificates, Class M Certificates, Class B Certificates
and Class SB Certificates, [___________] or its designee or the Servicer, as applicable, will promptly terminate
the respective obligations and responsibilities created hereby in respect of these Certificates pursuant to this
Article IX.
(b) The Servicer or [___________] or its designee, as applicable, shall give the Trustee (and the Servicer
if [___________] or its designee is exercising its option) not less than 60 days' prior notice of the
Distribution Date on which (1) [___________] or its designee or the Servicer, as applicable, anticipates that the
final distribution will be made to Certificateholders as a result of the exercise by the Holder of the Class SB
Certificates or the Servicer, as applicable, of its right to purchase the Mortgage Loans) or (2) on which
[___________] or its designee or the Servicer, as applicable, anticipates that the Certificates will be purchased
as a result of the exercise by [___________] or its designee or the Servicer, as applicable, to purchase the
outstanding Certificates. Notice of any termination, specifying the anticipated Final Distribution Date (which
shall be a date that would otherwise be a Distribution Date) upon which the Certificateholders may surrender
their Certificates to the Trustee (if so required by the terms hereof) for payment of the final distribution and
cancellation or notice of any purchase of the outstanding Certificates, specifying the Distribution Date upon
which the Holders may surrender their Certificates to the Trustee for payment, shall be given promptly by the
Servicer (if it is exercising the right to purchase the Mortgage Loans or to purchase the outstanding
Certificates), or by the Trustee (in any other case) by letter to the Certificateholders (with a copy to the
Certificate Registrar) mailed not earlier than the 15th day and not later than the 25th day of the month next
preceding the month of such final distribution specifying:
(i) the anticipated Final Distribution Date upon which final payment of the Certificates is anticipated to
be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated
where required pursuant to this Agreement or, in the case of the purchase by [___________] or its designee or the
Servicer, as applicable, of the outstanding Certificates, the Distribution Date on which such purchase is made,
(ii) the amount of any such final payment or, in the case of the purchase of the outstanding Certificates,
the purchase price, in either case, if known, and
(iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, and that payment
will be made only upon presentation and surrender of the Certificates at the office or agency of the Trustee
therein specified.
If the Servicer or the Trustee is obligated to give notice to Certificateholders as required above, it
shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In
the event of a purchase of the Mortgage Loans by [___________] or its designee or the Servicer, as applicable,
[___________] or its designee or the Servicer, as applicable, shall deposit in the Certificate Account before the
Final Distribution Date in immediately available funds an amount equal to the purchase price computed as provided
above. As a result of the exercise by [___________] or its designee or the Servicer, as applicable, of its right
to purchase the outstanding Certificates, [___________] or its designee or the Servicer, as applicable, shall
deposit in an Eligible Account, established by the Servicer on behalf of the Trustee and separate from the
Certificate Account, in the name of the Trustee in trust for the registered holders of the Certificates, before
the Distribution Date on which such purchase is to occur, in immediately available funds, an amount equal to the
purchase price for the Certificates computed as provided above, and provide notice of such deposit to the
Trustee. The Trustee shall withdraw from such account the amount specified in subsection (c) below and
distribute such amount to the Certificateholders as specified in subsection (c) below. [___________] or its
designee or the Servicer, as applicable, shall provide to the Trustee written notification of any change to the
anticipated Final Distribution Date as soon as practicable. If the Trust Fund is not terminated on the
anticipated Final Distribution Date, for any reason, the Trustee shall promptly mail notice thereof to each
affected Certificateholder.
(c) Upon presentation and surrender of the [Class A Certificates, Class M Certificates, Class B
Certificates] and Class SB Certificates by the Certificateholders thereof, the Trustee shall distribute to such
Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with
the Holder's of the Class SB Certificates or the Servicer's, as applicable, election to repurchase the Mortgage
Loans or the outstanding [Class A Certificates, Class M Certificates, Class B Certificates] and Class SB
Certificates, or (ii) if [___________] or its designee or the Servicer, as applicable, elected to so repurchase
the Mortgage Loans or the outstanding [Class A Certificates, Class M Certificates, Class B Certificates] and
Class SB Certificates, an amount equal to the price paid pursuant to Section 9.01(a) as follows: first, with
respect to any optional termination by [___________] or its designee, payment of any accrued and unpaid Servicing
Fees and reimbursement for all unreimbursed Advances and Servicing Advances, in each case through the date of
such optional termination, to the Servicer, second, with respect to the [Class A Certificates, pari passu, the
outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related
Interest Accrual Period and any previously unpaid Accrued Certificate Interest, third, with respect to the
Class M-1 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest
thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, fourth,
with respect to the Class M-2 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued
Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued
Certificate Interest, fifth, with respect to the Class M-3 Certificates, the outstanding Certificate Principal
Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any
previously unpaid Accrued Certificate Interest, sixth, with respect to the Class M-4 Certificates, the
outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related
Interest Accrual Period and any previously unpaid Accrued Certificate Interest, seventh, with respect to the
Class M-5 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest
thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, eighth,
with respect to the Class M-6 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued
Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued
Certificate Interest, ninth, with respect to the Class M-7 Certificates, the outstanding Certificate Principal
Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any
previously unpaid Accrued Certificate Interest, tenth, with respect to the Class M-8 Certificates, the
outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related
Interest Accrual Period and any previously unpaid Accrued Certificate Interest, eleventh, with respect to the
Class B Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest
thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest,
twelfth, to the Class A, Class M and Class B Certificates, the amount of any Prepayment Interest Shortfalls
allocated thereto for such Distribution Date or remaining unpaid from prior Distribution Dates and accrued
interest thereon at the applicable Pass-Through Rate, on a pro rata basis based on Prepayment Interest Shortfalls
allocated thereto for such Distribution Date or remaining unpaid from prior Distribution Dates, thirteenth, to
the Swap Counterparty (without duplication of amounts payable to the Swap Counterparty on such date in accordance
with Section 4.02) any Swap Termination Payment payable to the Swap Counterparty then remaining unpaid or which
is due to the exercise of any early termination of the Trust Fund pursuant to this Section 9.01, and fourteenth,
to the Class SB Certificates, all remaining amounts.]
(d) In the event that any Certificateholders shall not surrender their Certificates for final payment and
cancellation on or before the Final Distribution Date, the Trustee shall on such date cause all funds in the
Certificate Account not distributed in final distribution to Certificateholders to be withdrawn therefrom and
credited to the remaining Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Servicer (if it exercised its right to purchase the Mortgage Loans)
or the Trustee (in any other case), shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within
six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee
shall take appropriate steps as directed by the Servicer to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months
after the second notice any Certificates shall not have been surrendered for cancellation, the Trustee shall pay
to the Servicer all amounts distributable to the holders thereof and the Servicer shall thereafter hold such
amounts until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on
any amount held in the escrow account or by the Servicer as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01 and the
Certificateholders shall look only to the Servicer for such payment.
(e) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on
which a purchase of the outstanding Certificates is to be made, the Trustee shall on such date cause all funds in
the Eligible Account established by the Servicer deposited therein by the Servicer pursuant to Section 9.01(b) to
be withdrawn therefrom and deposited in a separate escrow account for the benefit of such Certificateholders, and
the Servicer shall give a second written notice to such Certificateholders to surrender their Certificates for
payment of the purchase price therefor. If within six months after the second notice any Certificate shall not
have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Servicer to
contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of
maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain
in the escrow account. If within nine months after the second notice any Certificates shall not have been
surrendered for cancellation in accordance with this Section 9.01, the Trustee shall pay to the Servicer all
amounts distributable to the Holders thereof and shall have no further obligation or liability therefor and the
Servicer shall thereafter hold such amounts until distributed to such Holders. No interest shall accrue or be
payable to any Certificateholder on any amount held in the escrow account or by the Servicer as a result of such
Certificateholder's failure to surrender its Certificate(s) for payment in accordance with this Section 9.01.
Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to this
Section 9.01 occurs as provided above will be deemed to have been purchased and the Holder as of such date will
have no rights with respect thereto except to receive the purchase price therefor minus any costs and expenses
associated with such escrow account and notices allocated thereto. Any Certificates so purchased or deemed to
have been purchased on such Distribution Date shall remain outstanding hereunder. The Servicer shall be for all
purposes the Holder thereof as of such date.
(f) With respect to the first possible Optional Termination Date, [___________] or its designee shall have
the sole option to exercise the purchase options described in Section 9.01(a) and the Servicer shall have no
claim thereto. If [___________] or its designee elects not to exercise one of its options to purchase pursuant
to Section 9.01(a) with respect to the first possible Optional Termination Date, it shall lose such right and
have no claim to exercise any purchase options pursuant to this Section 9.01 thereafter. Beginning with the
second possible Optional Termination Date and thereafter, the Servicer shall have the sole option to exercise the
purchase options described in Section 9.01(a).
(g) [___________], if it is not the Servicer or any Subservicer, or its designee, as applicable, shall be
deemed to represent that one of the following will be true and correct: (i) the exercise of the optional
termination right set forth in Section 9.01 shall not result in a non-exempt prohibited transaction under ERISA
or Section 4975 of the Code or (ii) [___________] or such designee, as the case may be, is (A) not a party in
interest with respect to any Plan and (B) is not a "benefit plan investor" (other than a plan sponsored or
maintained by [___________] or the designee, as the case may be, provided that no assets of such plan are
invested or deemed to be invested in the Certificates). If the holder of the option is unable to exercise such
option by reason of the preceding sentence, then the Servicer may exercise such option.
Section 9.02. Additional Termination Requirements
(a) [Any REMIC hereunder, as the case may be, shall be terminated in accordance with the following
additional requirements, unless (subject to Section 10.01(f)) the Trustee and the Servicer have received an
Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Trustee) to the effect that the
failure of any REMIC created hereunder as the case may be, to comply with the requirements of this Section 9.02
will not (i) result in the imposition on the Trust Fund of taxes on “prohibited transactions,” as described in
Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time
that any Certificate is outstanding:
(i) The Servicer shall establish a 90-day liquidation period for REMIC I, REMIC II or REMIC III, as
applicable, and any other related terminating REMICs, and specify the first day of such period in a statement
attached to REMIC I's, REMIC II's or REMIC III's, as applicable, and any other related terminating REMICs', final
Tax Return pursuant to Treasury Regulations Section 1.860F-1. The Servicer also shall satisfy all of the
requirements of a qualified liquidation for REMIC I under Section 860F of the Code and the regulations thereunder;
(ii) The Servicer shall notify the Trustee at the commencement of such 90-day liquidation period and, at or
prior to the time of making of the final payment on the Certificates, the Trustee shall sell or otherwise dispose
of all of the remaining assets of the liquidating REMICs in accordance with the terms hereof; and
(iii) If the Servicer is exercising its right to purchase the assets of the Trust Fund, the Servicer shall,
during the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets
of the liquidating REMICs for cash.]
(b) [Each Holder of a Certificate and the Trustee hereby irrevocably approves and appoints the Servicer as
its attorney-in-fact to adopt a plan of complete liquidation for any REMIC hereunder at the expense of the Trust
Fund in accordance with the terms and conditions of this Agreement.]
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration
(a) [The REMIC Administrator shall make an election to treat all REMICs created hereunder as a REMIC under
the Code and, if necessary, under applicable state law. Each such election will be made on Form 1066 or other
appropriate federal tax or information return (including Form 8811) or any appropriate state return for the
taxable year ending on the last day of the calendar year in which the Certificates are issued. The REMIC I
Regular Interests shall be designated as the “regular interests” and the Class R-I Certificates shall be
designated as the sole Class of “residual interests” in the REMIC I. The REMIC II Regular Interests shall be
designated as the “regular interests” and the Class R-II Certificates shall be designated as the sole Class of
“residual interests” in the REMIC II. The REMIC III Regular Interests shall be designated as the “regular
interests” and the Class R-III Certificates shall be designated as the sole Class of “residual interests” in the
REMIC III. The REMIC Administrator and the Trustee shall not permit the creation of any “interests” (within the
meaning of Section 860G of the Code) in REMIC I, REMIC II or REMIC III other than the REMIC I Regular Interests,
the REMIC II Regular Interests, REMIC III Regular Interest IO and the Certificates.]
(b) The Closing Date is hereby designated as the “startup day” of each of REMIC created hereunder within the
meaning of Section 860G(a)(9) of the Code (the “Startup Date”).
(c) [The REMIC Administrator shall hold a Class R Certificate in each REMIC representing a 0.01% Percentage
Interest of the Class R Certificates in each REMIC and shall be designated as the “tax matters person” with
respect to each of in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations
Section 301.6231(a)(7)-1. The REMIC Administrator, as tax matters person, shall (i) act on behalf of each of
REMIC in relation to any tax matter or controversy involving the Trust Fund and (ii) represent the Trust Fund in
any administrative or judicial proceeding relating to an examination or audit by any governmental taxing
authority with respect thereto. The legal expenses, including without limitation attorneys' or accountants' fees,
and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust Fund and
the REMIC Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage
Loans on deposit in the Custodial Account as provided by Section 3.10 unless such legal expenses and costs are
incurred by reason of the REMIC Administrator's willful misfeasance, bad faith or gross negligence. If the REMIC
Administrator is no longer the Servicer hereunder, at its option the REMIC Administrator may continue its duties
as REMIC Administrator and shall be paid reasonable compensation not to exceed $3,000 per year by any successor
Servicer hereunder for so acting as the REMIC Administrator.]
(d) The REMIC Administrator shall prepare or cause to be prepared all of the Tax Returns that it determines
are required with respect to the REMICs created hereunder and deliver such Tax Returns in a timely manner to the
Trustee and the Trustee shall sign and file such Tax Returns in a timely manner. The expenses of preparing such
returns shall be borne by the REMIC Administrator without any right of reimbursement therefor. The REMIC
Administrator agrees to indemnify and hold harmless the Trustee with respect to any tax or liability arising from
the Trustee's signing of Tax Returns that contain errors or omissions. The Trustee and Servicer shall promptly
provide the REMIC Administrator with such information as the REMIC Administrator may from time to time request
for the purpose of enabling the REMIC Administrator to prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a Class R Certificate such information as
is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Person who
is not a Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the Certificateholders such
information or reports as are required by the Code or the REMIC Provisions including reports relating to
interest, original issue discount, if any, and market discount or premium (using the Prepayment Assumption) and
(iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will serve
as the representative of each REMIC created hereunder.
(f) The Servicer and the REMIC Administrator shall take such actions and shall cause each REMIC created
hereunder to take such actions as are reasonably within the Servicer's or the REMIC Administrator's control and
the scope of its duties more specifically set forth herein as shall be necessary or desirable to maintain the
status thereof as a REMIC under the REMIC Provisions (and the Trustee shall assist the Servicer and the REMIC
Administrator, to the extent reasonably requested by the Servicer and the REMIC Administrator to do so). In
performing their duties as more specifically set forth herein, the Servicer and the REMIC Administrator shall not
knowingly or intentionally take any action, cause the Trust Fund to take any action or fail to take (or fail to
cause to be taken) any action reasonably within their respective control and the scope of duties more
specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, could
(i) endanger the status of any REMIC created hereunder as a REMIC or (ii) result in the imposition of a tax upon
any REMIC created hereunder (including but not limited to the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code (except as provided in Section 2.04) and the tax on contributions to a REMIC set
forth in Section 860G(d) of the Code) (either such event, in the absence of an Opinion of Counsel or the
indemnification referred to in this sentence, an “Adverse REMIC Event”) unless the Servicer or the REMIC
Administrator, as applicable, has received an Opinion of Counsel (at the expense of the party seeking to take
such action or, if such party fails to pay such expense, and the Servicer or the REMIC Administrator, as
applicable, determines that taking such action is in the best interest of the Trust Fund and the
Certificateholders, at the expense of the Trust Fund, but in no event at the expense of the Servicer, the REMIC
Administrator or the Trustee) to the effect that the contemplated action will not, with respect to the Trust Fund
created hereunder, endanger such status or, unless the Servicer or the REMIC Administrator or both, as
applicable, determine in its or their sole discretion to indemnify the Trust Fund against the imposition of such
a tax, result in the imposition of such a tax. Wherever in this Agreement a contemplated action may not be taken
because the timing of such action might result in the imposition of a tax on the Trust Fund, or may only be taken
pursuant to an Opinion of Counsel that such action would not impose a tax on the Trust Fund, such action may
nonetheless be taken provided that the indemnity given in the preceding sentence with respect to any taxes that
might be imposed on the Trust Fund has been given and that all other preconditions to the taking of such action
have been satisfied. The Trustee shall not take or fail to take any action (whether or not authorized hereunder)
as to which the Servicer or the REMIC Administrator, as applicable, has advised it in writing that it has
received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action
or inaction, as the case may be. In addition, prior to taking any action with respect to the Trust Fund or its
assets, or causing the Trust Fund to take any action, which is not expressly permitted under the terms of this
Agreement, the Trustee shall consult with the Servicer or the REMIC Administrator, as applicable, or its
designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with
respect to the Trust Fund and the Trustee shall not take any such action or cause the Trust Fund to take any such
action as to which the Servicer or the REMIC Administrator, as applicable, has advised it in writing that an
Adverse REMIC Event could occur. The Servicer or the REMIC Administrator, as applicable, may consult with counsel
to make such written advice, and the cost of same shall be borne by the party seeking to take the action not
expressly permitted by this Agreement, but in no event at the expense of the Servicer or the REMIC Administrator.
At all times as may be required by the Code, the Servicer or the REMIC Administrator, as applicable, will to the
extent within its control and the scope of its duties more specifically set forth herein, maintain substantially
all of the assets of the REMIC as “qualified mortgages” as defined in Section 860G(a)(3) of the Code and
“permitted investments” as defined in Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on “prohibited transactions” of any REMIC created hereunder as
defined in Section 860F(a)(2) of the Code, on “net income from foreclosure property” of any REMIC as defined in
Section 860G(c) of the Code, on any contributions to any REMIC after the Startup Date therefor pursuant to
Section 860G(d) of the Code, or any other tax imposed by the Code or any applicable provisions of state or local
tax laws, such tax shall be charged (i) to the Servicer, if such tax arises out of or results from a breach by
the Servicer in its role as Servicer or REMIC Administrator of any of its obligations under this Agreement or the
Servicer has in its sole discretion determined to indemnify the Trust Fund against such tax, (ii) to the Trustee,
if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article X,
or (iii) otherwise against amounts on deposit in the Custodial Account as provided by Section 3.10 and on the
Distribution Date(s) following such reimbursement the aggregate of such taxes shall be allocated in reduction of
the Accrued Certificate Interest on each Class entitled thereto in the same manner as if such taxes constituted a
Prepayment Interest Shortfall.
(h) The Trustee and the Servicer shall, for federal income tax purposes, maintain books and records with
respect to each REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC
Provisions.
(i) Following the Startup Date, neither the Servicer nor the Trustee shall accept any contributions of
assets to any REMIC unless (subject to Section 10.01(f)) the Servicer and the Trustee shall have received an
Opinion of Counsel (at the expense of the party seeking to make such contribution) to the effect that the
inclusion of such assets in any REMIC will not cause any REMIC created hereunder to fail to qualify as a REMIC at
any time that any Certificates are outstanding or subject any such REMIC to any tax under the REMIC Provisions or
other applicable provisions of federal, state and local law or ordinances.
(j) Neither the Servicer nor the Trustee shall (subject to Section 10.01(f)) enter into any arrangement by
which any REMIC created hereunder will receive a fee or other compensation for services nor permit any REMIC
created hereunder to receive any income from assets other than “qualified mortgages” as defined in
Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5) of the Code.
(k) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the “latest possible
maturity date” by which the principal balance of each regular interest in each REMIC would be reduced to zero is
[________], 20[_], which is the Distribution Date in the month following the last scheduled payment on any
Mortgage Loan.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall prepare and file with the Internal
Revenue Service Form 8811, “Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers
of Collateralized Debt Obligations” for the Trust Fund.
(m) Neither the Trustee nor the Servicer shall sell, dispose of or substitute for any of the Mortgage Loans
(except in connection with (i) the default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the
bankruptcy of the Trust Fund, (iii) the termination of any REMIC pursuant to Article IX of this Agreement or
(iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) or acquire any assets for any
REMIC or sell or dispose of any investments in the Custodial Account or the Certificate Account for gain, or
accept any contributions to any REMIC after the Closing Date unless it has received an Opinion of Counsel that
such sale, disposition, substitution or acquisition will not (a) affect adversely the status of any REMIC created
hereunder as a REMIC or (b) unless the Servicer has determined in its sole discretion to indemnify the Trust Fund
against such tax, cause any REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant
to the REMIC Provisions.
Section 10.02. Servicer, REMIC Administrator and Trustee Indemnification
(a) The Trustee agrees to indemnify the Trust Fund, the Depositor, the REMIC Administrator and the Servicer
for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by
the Trust Fund, the Depositor or the Servicer, as a result of a breach of the Trustee's covenants set forth in
Article VIII or this Article X. In the event that GMFI is no longer the Servicer, the Trustee shall indemnify
GMFI for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred
by GMFI as a result of a breach of the Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the Depositor, the Servicer and the Trustee
for any taxes and costs (including, without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Depositor, the Servicer or the Trustee, as a result of a breach of the REMIC Administrator's
covenants set forth in this Article X with respect to compliance with the REMIC Provisions, including without
limitation, any penalties arising from the Trustee's execution of Tax Returns prepared by the REMIC Administrator
that contain errors or omissions; provided, however, that such liability will not be imposed to the extent such
breach is a result of an error or omission in information provided to the REMIC Administrator by the Servicer in
which case Section 10.02(c) will apply.
(c) The Servicer agrees to indemnify the Trust Fund, the Depositor, the REMIC Administrator and the Trustee
for any taxes and costs (including, without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Depositor, the REMIC Administrator or the Trustee, as a result of a breach of the Servicer's
covenants set forth in this Article X or in Article III with respect to compliance with the REMIC Provisions,
including without limitation, any penalties arising from the Trustee's execution of Tax Returns prepared by the
Servicer that contain errors or omissions.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment
(a) This Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the
Servicer and the Trustee, without the consent of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein, which may be inconsistent with any other
provisions herein or therein or to correct any error,
(iii) to modify, eliminate or add to any of its provisions to such extent as shall be necessary or desirable
to maintain the qualification of any REMIC created hereunder as a REMIC at all times that any Certificate is
outstanding or to avoid or minimize the risk of the imposition of any tax on the Trust Fund pursuant to the Code
that would be a claim against the Trust Fund, provided that the Trustee has received an Opinion of Counsel to the
effect that (A) such action is necessary or desirable to maintain such qualification or to avoid or minimize the
risk of the imposition of any such tax and (B) such action will not adversely affect in any material respect the
interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the Custodial Account or the Certificate Account or
to change the name in which the Custodial Account is maintained, provided that (A) the Certificate Account
Deposit Date shall in no event be later than the related Distribution Date, (B) such change shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any
Certificateholder and (C) such change shall not result in a reduction of the rating assigned to any Class of
Certificates below the lower of the then-current rating or the rating assigned to such Certificates as of the
Closing Date, as evidenced by a letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section 5.02(f) or any other provision hereof
restricting transfer of the Class R Certificates by virtue of their being the “residual interests” in the Trust
Fund provided that (A) such change shall not result in reduction of the rating assigned to any such Class of
Certificates below the lower of the then-current rating or the rating assigned to such Certificates as of the
Closing Date, as evidenced by a letter from each Rating Agency to such effect, and (B) such change shall not
(subject to Section 10.01(f)), as evidenced by an Opinion of Counsel (at the expense of the party seeking so to
modify, eliminate or add such provisions), cause the Trust Fund or any of the Certificateholders (other than the
transferor) to be subject to a federal tax caused by a transfer to a Person that is not a Permitted Transferee, or
(vi) to make any other provisions with respect to matters or questions arising under this Agreement or such
Custodial Agreement which shall not be materially inconsistent with the provisions of this Agreement, provided
that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder and is authorized or permitted under Section 11.01.
(b) This Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the
Servicer, the Trustee and the Holders of Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates with a Certificate Principal Balance greater than zero
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or such Custodial Agreement or of modifying in any manner the rights of the Holders
of Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of, payments which are required to be
distributed on any Certificate without the consent of the Holder of such Certificate, or
(ii) adversely affect in any material respect the interest of the Holders of Certificates of any Class in a
manner other than as described in clause (i) hereof without the consent of Holders of Certificates of such
Class evidencing, as to such Class, Percentage Interests aggregating not less than 66%, or
(iii) reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to
consent to any such amendment, in any such case without the consent of the Holders of all Certificates of such
Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the Trustee shall not consent to any amendment
to this Agreement unless it shall have first received an Opinion of Counsel (at the expense of the party seeking
such amendment) to the effect that such amendment or the exercise of any power granted to the Servicer, the
Depositor or the Trustee in accordance with such amendment will not result in the imposition of a federal tax on
the Trust Fund or cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificate is
outstanding; provided, that if the indemnity described in Section 10.01(f) with respect to any taxes that might
be imposed on the Trust Fund has been given, the Trustee shall not require the delivery to it of the Opinion of
Counsel described in this Section 11.01(c). The Trustee may but shall not be obligated to enter into any
amendment pursuant to this Section that affects its rights, duties and immunities and this Agreement or
otherwise; provided, however, such consent shall not be unreasonably withheld.
(d) Promptly after the execution of any such amendment the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents
and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such
reasonable regulations as the Trustee may prescribe.
(e) The Depositor shall have the option, in its sole discretion, to obtain and deliver to the Trustee any
corporate guaranty, payment obligation, irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for the purpose of protecting the Holders of
the Class R Certificates against any or all Realized Losses or other shortfalls. Any such instrument or fund
shall be held by the Trustee for the benefit of the Class R Certificateholders, but shall not be and shall not be
deemed to be under any circumstances included in any REMIC. To the extent that any such instrument or fund
constitutes a reserve fund for federal income tax purposes, (i) any reserve fund so established shall be an
outside reserve fund and not an asset of such REMIC, (ii) any such reserve fund shall be owned by the Depositor,
and (iii) amounts transferred by such REMIC to any such reserve fund shall be treated as amounts distributed by
such REMIC to the Depositor or any successor, all within the meaning of Treasury regulations Section 1.860G-2(h)
in effect as of the Cut-off Date. In connection with the provision of any such instrument or fund, this Agreement
and any provision hereof may be modified, added to, deleted or otherwise amended in any manner that is related or
incidental to such instrument or fund or the establishment or administration thereof, such amendment to be made
by written instrument executed or consented to by the Depositor and such related insurer but without the consent
of any Certificateholder and without the consent of the Servicer or the Trustee being required unless any such
amendment would impose any additional obligation on, or otherwise adversely affect the interests of the
Certificateholders, the Servicer or the Trustee, as applicable; provided that the Depositor obtains an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment will not
cause (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed
on “prohibited transactions” under Section 860F(a)(1) of the Code or on “contributions after the startup date”
under Section 860G(d)(1) of the Code and (b) any REMIC created hereunder to fail to qualify as a REMIC at any
time that any Certificate is outstanding.
(f) Notwithstanding anything to the contrary set forth in Sections 11.01 (b), (c), (d), and (e), any
amendment of Sections 4.02(c)(x) and 4.08 of this Agreement shall require the consent of the Swap Counterparty as
a third-party beneficiary of Sections 4.02(c)(x) and 4.08 of this Agreement.
Section 11.02. Recordation of Agreement; Counterparts
(a) To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Servicer and at its expense on direction by the Trustee
(pursuant to the request of the Holders of Certificates entitled to at least 25% of the Voting Rights), but only
upon direction accompanied by an Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as herein provided and for other
purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts
shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.
Section 11.03. Limitation on Rights of Certificateholders
(a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the
Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take
any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the
rights, obligations and liabilities of any of the parties hereto.
(b) No Certificateholder shall have any right to vote (except as expressly provided herein) or in any manner
otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute
the Certificateholders from time to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third person by reason of any action taken by the parties to this
Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any
suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as
hereinbefore provided, and unless also the Holders of Certificates of any Class evidencing in the aggregate not
less than 25% of the related Percentage Interests of such Class, shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred
therein or thereby, and the Trustee shall have given its written consent and the Trustee, for 60 days after its
receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding it being understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any provision of this Agreement to affect,
disturb or prejudice the rights of the Holders of any other of such Certificates of such Class or any other
Class, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any
right under this Agreement, except in the manner herein provided and for the common benefit of Certificateholders
of such Class or all Classes, as the case may be. For the protection and enforcement of the provisions of this
Section 11.03, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.
Section 11.04. Governing Law
This agreement and the Certificates shall be governed by and construed in accordance with the laws of
the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
Section 11.05. Notices
All demands and notices hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail, postage prepaid (except for notices to the Trustee which
shall be deemed to have been duly given only when received), to (a) in the case of the Depositor,
[____________________], Suite [_____], [___________], California [_______], Attention: [_____________], or such
other address as may hereafter be furnished to the Servicer and the Trustee in writing by the Depositor; (b) in
the case of the Servicer,[________________], [_______], California [______-_______], Attention: [___________] or
such other address as may be hereafter furnished to the Depositor and the Trustee by the Servicer in writing;
(c) in the case of the Trustee, the Corporate Trust Office or such other address as may hereafter be furnished to
the Depositor and the Servicer in writing by the Trustee; (d) in the case of [Standard & Poor's, 00 Xxxxx Xxxxxx,
00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 Attention: Mortgage Surveillance or such other address as may be hereafter
furnished to the Depositor, Trustee and Servicer by Standard & Poor's]; (e) in the case of [Moody's, 00 Xxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: ABS Monitoring Department, or such other address as may be hereafter
furnished to the Depositor, the Trustee and the Servicer in writing by Moody's]; and (f) [in the case of the Swap
Counterparty, Hedge Agreement Provider, [_________________], or such other address as may be hereafter furnished
to the Depositor, the Trustee and the Servicer in writing by the Swap Counterparty]. Any notice required or
permitted to be mailed to a Certificateholder shall be given by first class mail, postage prepaid, at the address
of such holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives
such notice.
Section 11.06. Notices to Rating Agencies
The Depositor, the Servicer or the Trustee, as applicable, (a) shall notify each Rating Agency at such
time as it is otherwise required pursuant to this Agreement to give notice of the occurrence of any of the events
described in clause (i), (ii), (iii), (iv), (vii), (viii), (ix) or (x) below, (b) shall notify the Subservicer at
such time as it is otherwise required pursuant to this Agreement to give notice of the occurrence of any of the
events described in clause (i), (ii), (iii)(1), (vii)(1) or (ix) below, or (c) provide a copy to each Rating
Agency at such time as otherwise required to be delivered pursuant to this Agreement of any of the statements
described in clauses (v) and (vi) below:
(i) a material change or amendment to this Agreement,
(ii) the occurrence of an Event of Default,
(iii) (1) the termination or appointment of a successor Servicer or (2) the termination or appointment of a
successor Trustee or a change in the majority ownership of the Trustee,
(iv) the filing of any claim under the Servicer's blanket fidelity bond and the errors and omissions
insurance policy required by Section 3.12 or the cancellation or modification of coverage under any such
instrument,
(v) the statement required to be delivered to the Holders of each Class of Certificates pursuant to
Section 4.03,
(vi) the statements required to be delivered pursuant to Sections 3.18 and 3.19,
(vii) (1) a change in the location of the Custodial Account or (2) a change in the location of the Certificate
Account,
(viii) the occurrence of any monthly cash flow shortfall to the Holders of any Class of Certificates resulting
from the failure by the Servicer to make an Advance pursuant to Section 4.04,
(ix) the occurrence of the Final Distribution Date, and
(x) the repurchase of or substitution for any Mortgage Loan,
provided, however, that with respect to notice of the occurrence of the events described in clauses (iv),
(vii) or (viii) above, the Servicer shall provide prompt written notice to each Rating Agency and the Subservicer,
if applicable, of any such event known to the Servicer.
Section 11.07. Severability of Provisions
If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable
from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the
validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the
Holders thereof.
Section 11.08. Supplemental Provisions for Resecuritization
(a) This Agreement may be supplemented by means of the addition of a separate Article hereto (a
“Supplemental Article”) for the purpose of resecuritizing any of the Certificates issued hereunder, under the
following circumstances. With respect to any Class or Classes of Certificates issued hereunder, or any portion of
any such Class, as to which the Depositor or any of its Affiliates (or any designee thereof) is the registered
Holder (the “Resecuritized Certificates”), the Depositor may deposit such Resecuritized Certificates into a new
REMIC, grantor trust or custodial arrangement (a “Restructuring Vehicle”) to be held by the Trustee pursuant to a
Supplemental Article. The instrument adopting such Supplemental Article shall be executed by the Depositor, the
Servicer and the Trustee; provided, that neither the Servicer nor the Trustee shall withhold their consent
thereto if their respective interests would not be materially adversely affected thereby. To the extent that the
terms of the Supplemental Article do not in any way affect any provisions of this Agreement as to any of the
Certificates initially issued hereunder, the adoption of the Supplemental Article shall not constitute an
“amendment” of this Agreement.
(b) Each Supplemental Article shall set forth all necessary provisions relating to the holding of the
Resecuritized Certificates by the Trustee, the establishment of the Restructuring Vehicle, the issuing of various
classes of new certificates by the Restructuring Vehicle and the distributions to be made thereon, and any other
provisions necessary to the purposes thereof. In connection with each Supplemental Article, the Depositor shall
deliver to the Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle will qualify as a
REMIC, grantor trust or other entity not subject to taxation for federal income tax purposes and (ii) the
adoption of the Supplemental Article will not endanger the status of any REMIC created hereunder as a REMIC or
result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited
transaction as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC as set forth in
Section 860G(d) of the Code.
Section 11.09. Intended Third Party Beneficiary
The Swap Counterparty is an express third-party beneficiary of Sections 4.02(c)(x) and 4.08 of this
Agreement, and shall have the right to enforce the provisions of Sections 4.02(c)(x) and 4.08 of this Agreement.
ARTICLE XII
COMPLIANCE WITH REGULATION AB
Section 12.01. Intent of the Parties; Reasonableness.
The Depositor, the Trustee and the Servicer acknowledge and agree that the purpose of this Article XII
is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and
regulations of the Commission. The Depositor shall not exercise its right to request delivery of information or
other performance under these provisions other than in good faith, or for purposes other than compliance with the
Securities Act, the Exchange Act and the rules and regulations of the Commission under the Securities Act and the
Exchange Act. Each of the Servicer and the Trustee acknowledges that interpretations of the requirements of
Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff,
consensus among participants in the mortgage-backed securities markets, advice of counsel, or otherwise, and
agrees to comply with requests made by the Depositor in good faith for delivery of information under these
provisions on the basis of evolving interpretations of Regulation AB. Each of the Servicer and the Trustee shall
cooperate fully with the Depositor to deliver to the Depositor (including any of its assignees or designees), any
and all statements, reports, certifications, records and any other information necessary in the good faith
determination of the Depositor to permit the Depositor or such Depositor to comply with the provisions of
Regulation AB, together with such disclosures relating to the Servicer, the Trustee and the Mortgage Loans, or
the servicing of the Mortgage Loans, reasonably believed by the Depositor to be necessary in order to effect such
compliance.
Section 12.02. Additional Representations and Warranties of the Trustee.
(a) The Trustee shall be deemed to represent to the Depositor as of the date on which information is first
provided to the Depositor under Section 12.03 that, except as disclosed in writing to the Depositor prior to such
date: (i) it is not aware and has not received notice that any default, early amortization or other performance
triggering event has occurred as to any other Securitization Transaction due to any act or failure to act of the
Trustee; (ii) it has not been terminated as trustee in a securitization of mortgage loans; (iii) there are no
aspects of its financial condition that could have a material adverse effect on the performance by it of its
trustee obligations under this Agreement or any other Securitization Transaction; (iv) there are no material
legal or governmental proceedings pending (or known to be contemplated) against it; and (v) there are no
affiliations, relationships or transactions relating to the Trustee with respect to the Depositor or any sponsor,
issuing entity, servicer, trustee, originator, significant obligor, enhancement or support provider or other
material transaction party (as such terms are used in Regulation AB) relating to the Securitization Transaction
contemplated by the Agreement (each, a "Transaction Party").
(b) If so requested by the Depositor on any date following the date on which information is first provided
to the Depositor under Section 12.03, the Trustee shall, within five Business Days following such request,
confirm in writing the accuracy of the representations and warranties set forth in paragraph (a) of this Section
or, if any such representation and warranty is not accurate as of the date of such request or such confirmation,
provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party.
Section 12.03. Information to Be Provided by the Trustee.
(c) If so requested by the Depositor for the purpose of satisfying its reporting obligation under the
Exchange Act with respect to any class of Certificates, the Trustee shall (i) notify the Depositor in writing of
(A) any material litigation or governmental proceedings pending against the Trustee and (B) any affiliations or
relationships that develop following the Closing Date between the Trustee and any Transaction Party, and (ii)
provide to the Depositor a written description of such proceedings, affiliations or relationships.
(d) In addition to such information as the Trustee is obligated to provide pursuant to other provisions of
this Agreement, if so requested by the Depositor , the Trustee shall provide such information reasonably
available to the Trustee regarding the performance or servicing of the Mortgage Loans as is reasonably required
to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB.
Section 12.04. Report on Assessment of Compliance and Attestation.
On or before March 15 of each calendar year, the Trustee shall:
(e) deliver to the Depositor a report (in form and substance reasonably satisfactory to the Depositor)
regarding the Trustee's assessment of compliance with the Servicing Criteria during the immediately preceding
calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.
Such report shall be addressed to the Depositor and signed by an authorized officer of the Trustee, and shall
address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit S
hereto; and
(f) deliver to the Depositor a report of a registered public accounting firm reasonably acceptable to the
Depositor that attests to, and reports on, the assessment of compliance made by the Trustee and delivered
pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g)
of Regulation S-X under the Securities Act and the Exchange Act.
Section 12.05. Indemnification; Remedies.
(g) The Trustee shall indemnify the Depositor, each affiliate of the Depositor, the Servicer and each broker
dealer acting as underwriter, placement agent or initial purchaser of the Certificates or each Person who
controls any of such parties (within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act); and the respective present and former directors, officers, employees and agents of each of the
foregoing, and shall hold each of them harmless from and against any losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that
any of them may sustain arising out of or based upon:
(i) (A) any untrue statement of a material fact contained or alleged to be contained in any
information, report, certification, accountants' letter or other material provided under this Article XII by or
on behalf of the Trustee (collectively, the “Trustee Information”), or (B) the omission or alleged omission to
state in the Trustee Information a material fact required to be stated in the Trustee Information or necessary in
order to make the statements therein, in the light of the circumstances under which they were made, not
misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by
reference to the Trustee Information and not to any other information communicated in connection with a sale or
purchase of securities, without regard to whether the Trustee Information or any portion thereof is presented
together with or separately from such other information;
(ii) any failure by the Trustee to deliver any information, report, certification, accountants' letter or
other material when and as required under this Article XII; or
(iii) any breach by the Trustee of a representation or warranty set forth in Section 12.02(a) or in a writing
furnished pursuant to Section 12.02(b).
(h) In the case of any failure of performance described in clause (ii) of this Section, the Trustee shall
promptly reimburse the Depositor for all costs reasonably incurred by each such party in order to obtain the
information, report, certification, accountants' letter or other material not delivered as required by the
Trustee.
[Signature Page Follows]
IN WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have caused their names to be signed
hereto by their respective officers thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the date and year first above written.
GREENPOINT MORTGAGE SECURITIES LLC
By: __________________________
Name:
Title:
GREENPOINT MORTGAGE FUNDING, INC.
By: __________________________
Name:
Title:
[_______________________],
as Trustee
By: __________________________
Name:
Title:
STATE OF [___________] )
) ss.:
COUNTY OF [_________] )
On the ___ day of [___________], 20[_], before me, a notary public in and for said State, personally
appeared _______________, known to me to be a [___________] of GreenPoint Mortgage Securities LLC, a limited
liability company that executed the within instrument, and also known to me to be the person who executed it on
behalf of said limited liability company, and acknowledged to me that such limited liability company executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
_________________________
Notary Public
[Notarial Seal]
STATE OF [__________]
) ss.:
COUNTY OF [________] )
On the ___ day of [___________], 20[__], before me, a notary public in and for said State, personally
appeared ____________, known to me to be a ______________ of GreenPoint Mortgage Funding, Inc., one of the
corporations that executed the within instrument, and also known to me to be the person who executed it on behalf
of said corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
_________________________
Notary Public
[Notarial Seal]
STATE OF [___________]
) ss.:
COUNTY OF [_________] )
On the ___ day of [____________], 20[__], before me, a notary public in and for said State, personally
appeared [______________], known to me to be a [______________] of [_________________], a [______________] that
executed the within instrument, and also known to me to be the person who executed it on behalf of said banking
corporation, and acknowledged to me that such banking corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
_________________________
Notary Public
[Notarial Seal]
