CITIGROUP MORTGAGE LOAN TRUST INC. Depositor CITIMORTGAGE, INC. Master Servicer and Trust Administrator CITIBANK, N.A. Paying Agent, Certificate Registrar and Authenticating Agent and Trustee POOLING AND SERVICING AGREEMENT Dated as of January 1, 2007...
CITIGROUP
MORTGAGE LOAN TRUST INC.
Depositor
CITIMORTGAGE,
INC.
Master
Servicer and Trust Administrator
CITIBANK,
N.A.
Paying
Agent, Certificate Registrar and Authenticating Agent
and
U.S.
BANK
NATIONAL ASSOCIATION
Trustee
_________________________________________
Dated
as
of January 1, 2007
_________________________________________
Mortgage
Pass-Through Certificates
Series
2007-AR1
TABLE
OF CONTENTS
|
ARTICLE
I DEFINITIONS
|
|
|
SECTION
1.01
|
Defined
Terms.
|
|
SECTION
1.02
|
Allocation
of Certain Interest Shortfalls.
|
|
ARTICLE
II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES
|
|
|
SECTION
2.01
|
Conveyance
of Mortgage Loans.
|
|
SECTION
2.02
|
Acceptance
of the Trust Fund by the Trustee.
|
|
SECTION
2.03
|
Repurchase
or Substitution of Mortgage Loans by the Seller or the
Depositor.
|
|
SECTION
2.04
|
Reserved.
|
|
SECTION
2.05
|
Representations,
Warranties and Covenants of the Master Servicer.
|
|
SECTION
2.06
|
Issuance
of the Certificates.
|
|
SECTION
2.07
|
Conveyance
of the REMIC Regular Interests; Acceptance of the Trust REMICs
by the
Trustee.
|
|
SECTION
2.08
|
Authorization
to Enter into the Interest Rate Cap Agreement
|
|
ARTICLE
III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
|
|
|
SECTION
3.01
|
Master
Servicer to Act as Master Servicer.
|
|
SECTION
3.02
|
Sub-Servicing
Agreements Between the Master Servicer and
Sub-Servicers.
|
|
SECTION
3.03
|
Successor
Sub-Servicers.
|
|
SECTION
3.04
|
Liability
of the Master Servicer.
|
|
SECTION
3.05
|
No
Contractual Relationship Between Sub-Servicers and Trustee, Trust
Administrator or Certificateholders.
|
|
SECTION
3.06
|
Assumption
or Termination of Sub-Servicing Agreements by Trustee.
|
|
SECTION
3.07
|
Collection
of Certain Mortgage Loan Payments.
|
|
SECTION
3.08
|
Sub-Servicing
Accounts.
|
|
SECTION
3.09
|
Collection
of Taxes, Assessments and Similar Items; Servicing
Accounts.
|
|
SECTION
3.10
|
Collection
Account and Distribution Account.
|
|
SECTION
3.11
|
Withdrawals
from the Collection Account and Distribution Account.
|
|
SECTION
3.12
|
Investment
of Funds in the Collection Account and the Distribution
Account.
|
|
SECTION
3.13
|
Maintenance
of the Primary Mortgage Insurance Policies; Collections
Thereunder.
|
|
SECTION
3.14
|
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.
|
|
SECTION
3.15
|
Enforcement
of Due-On-Sale Clauses; Assumption Agreements.
|
|
SECTION
3.16
|
Realization
Upon Defaulted Mortgage Loans.
|
|
SECTION
3.17
|
Trustee
to Cooperate; Release of Mortgage Files.
|
|
SECTION
3.18
|
Servicing
Compensation.
|
|
SECTION
3.19
|
Reports
to the Trust Administrator; Collection Account
Statements.
|
|
SECTION
3.20
|
Statement
as to Compliance.
|
|
SECTION
3.21
|
Assessments
of Compliance and Attestation Reports.
|
|
SECTION
3.22
|
Access
to Certain Documentation.
|
|
SECTION
3.23
|
Title,
Management and Disposition of REO Property.
|
|
SECTION
3.24
|
Obligations
of the Master Servicer in Respect of Prepayment Interest
Shortfalls.
|
|
SECTION
3.25
|
Obligations
of the Master Servicer in Respect of Monthly Payments.
|
|
ARTICLE
IV PAYMENTS TO CERTIFICATEHOLDERS
|
|
|
SECTION
4.01
|
Distributions.
|
|
SECTION
4.02
|
Statements
to Certificateholders.
|
|
SECTION
4.03
|
Remittance
Reports; P&I Advances.
|
|
SECTION
4.04
|
Allocation
of Extraordinary Trust Fund Expenses and Realized
Losses.
|
|
SECTION
4.05
|
Compliance
with Withholding Requirements.
|
|
SECTION
4.06
|
Commission
Reporting.
|
|
SECTION
4.07
|
Net
WAC Rate Carryover Reserve Account.
|
|
SECTION
4.08
|
Cap
Account
|
|
SECTION
4.09
|
Interest
Rate Cap Collateral Account.
|
|
ARTICLE
V THE CERTIFICATES
|
|
|
SECTION
5.01
|
The
Certificates.
|
|
SECTION
5.02
|
Registration
of Transfer and Exchange of Certificates.
|
|
SECTION
5.03
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
|
SECTION
5.04
|
Persons
Deemed Owners.
|
|
SECTION
5.05
|
Certain
Available Information.
|
|
ARTICLE
VI THE DEPOSITOR AND THE MASTER SERVICER
|
|
|
SECTION
6.01
|
Liability
of the Depositor and the Master Servicer.
|
|
SECTION
6.02
|
Merger
or Consolidation of the Depositor or the Master
Servicer.
|
|
SECTION
6.03
|
Limitation
on Liability of the Depositor, the Master Servicer and
Others.
|
|
SECTION
6.04
|
Limitation
on Resignation of the Master Servicer.
|
|
SECTION
6.05
|
Rights
of the Depositor in Respect of the Master Servicer.
|
|
SECTION
6.06
|
Duties
of the Credit Risk Manager.
|
|
SECTION
6.07
|
Limitation
Upon Liability of the Credit Risk Manager.
|
|
SECTION
6.08
|
Removal
of the Credit Risk Manager.
|
|
ARTICLE
VII DEFAULT
|
|
|
SECTION
7.01
|
Master
Servicer Events of Default.
|
|
SECTION
7.02
|
Trustee
to Act; Appointment of Successor.
|
|
SECTION
7.03
|
Notification
to Certificateholders.
|
|
SECTION
7.04
|
Waiver
of Master Servicer Events of Default.
|
|
SECTION
7.05
|
Cap
Provider Event of Default
|
|
ARTICLE
VIII CONCERNING THE TRUSTEE, THE TRUST ADMINISTRATOR, THE PAYING
AGENT,
THE CERTIFICATE REGISTRAR AND THE AUTHENTICATING AGENT
|
|
|
SECTION
8.01
|
Duties
of Trustee, Trust Administrator and Others.
|
|
SECTION
8.02
|
Certain
Matters Affecting the Trustee, the Trust Administrator and
Others.
|
|
SECTION
8.03
|
Trustee,
Trust Administrator and Others not Liable for Certificates or
Mortgage
Loans.
|
|
SECTION
8.04
|
Trustee,
Trust Administrator and Others May Own Certificates.
|
|
SECTION
8.05
|
Trustee’s,
Trust Administrator’s, Paying Agent’s, Authenticating Agent’s, Certificate
Registrar’s and Custodians’ Fees and Expenses.
|
|
SECTION
8.06
|
Eligibility
Requirements for Trustee and Trust Administrator.
|
|
SECTION
8.07
|
Resignation
and Removal of the Trustee and the Trust Administrator.
|
|
SECTION
8.08
|
Successor
Trustee or Trust Administrator.
|
|
SECTION
8.09
|
Merger
or Consolidation of Trustee or Trust Administrator.
|
|
SECTION
8.10
|
Appointment
of Co-Trustee or Separate Trustee.
|
|
SECTION
8.11
|
[intentionally
omitted]
|
|
SECTION
8.12
|
Appointment
of Office or Agency.
|
|
SECTION
8.13
|
Representations
and Warranties.
|
|
SECTION
8.14
|
Appointment
and Removal of Paying Agent, Authenticating Agent and Certificate
Registrar.
|
|
SECTION
8.15
|
No
Trustee Liability for Actions or Inactions of
Custodians.
|
|
ARTICLE
IX TERMINATION
|
|
|
SECTION
9.01
|
Termination
Upon Repurchase or Liquidation of the Mortgage Loans.
|
|
SECTION
9.02
|
Additional
Termination Requirements.
|
|
ARTICLE
X REMIC PROVISIONS
|
|
|
SECTION
10.01
|
REMIC
Administration.
|
|
SECTION
10.02
|
Prohibited
Transactions and Activities.
|
|
SECTION
10.03
|
Master
Servicer and Trust Administrator Indemnification.
|
|
ARTICLE
XI MISCELLANEOUS PROVISIONS
|
|
|
SECTION
11.01
|
Amendment.
|
|
SECTION
11.02
|
Recordation
of Agreement; Counterparts.
|
|
SECTION
11.03
|
Limitation
on Rights of Certificateholders.
|
|
SECTION
11.04
|
Governing
Law.
|
|
SECTION
11.05
|
Notices.
|
|
SECTION
11.06
|
Severability
of Provisions.
|
|
SECTION
11.07
|
Notice
to Rating Agencies.
|
|
SECTION
11.08
|
Article
and Section References.
|
|
SECTION
11.09
|
Grant
of Security Interest.
|
|
SECTION
11.10
|
Intention
of the Parties and
Interpretation.
|
EXHIBITS
|
Exhibit
A-1
|
Form
of Class A1 Certificate
|
|
Exhibit
A-2
|
Form
of Class A2 Certificate
|
|
Exhibit
A-3
|
Form
of Class A3 Certificate
|
|
Exhibit
A-4
|
Form
of Class A4 Certificate
|
|
Exhibit
A-5
|
Form
of Class M1 Certificate
|
|
Exhibit
A-6
|
Form
of Class M2 Certificate
|
|
Exhibit
A-7
|
Form
of Class M3 Certificate
|
|
Exhibit
A-8
|
Form
of Class M4 Certificate
|
|
Exhibit
A-9
|
Form
of Class CE Certificate
|
|
Exhibit
A-10
|
Form
of Class R Certificate
|
|
Exhibit
A-11
|
Form
of Class P Certificate
|
|
Exhibit
B
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
Exhibit
C
|
Servicing
Criteria to be Addressed in Assessment of Compliance
|
|
Exhibit
D
|
Form
of Mortgage Loan Purchase Agreement
|
|
Exhibit
E
|
Request
for Release
|
|
Exhibit
F-1
|
Form
of Transferor Representation Letter and Form of Transferee Representation
Letter in Connection with Transfer of the Private Certificates
Pursuant to
Rule 144A Under the 1933 Act
|
|
Exhibit
F-2
|
Form
of Transfer Affidavit and Agreement and Form of Transferor Affidavit
in
Connection with Transfer of Residual Certificates
|
|
Exhibit
G
|
Form
of Certification with respect to ERISA and the Code
|
|
Exhibit
H
|
Form
of Master Servicer Certification
|
|
Exhibit
I
|
Form
of Back-up Certification
|
|
Exhibit
J
|
Form
of Interest Rate Cap Agreement
|
|
Schedule
1
|
Mortgage
Loan Schedule
|
This
Pooling and Servicing Agreement, is dated and effective as of January 1,
2007,
among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, CITIMORTGAGE, INC.,
as
Master Servicer and Trust Administrator, CITIBANK, N.A. as Paying Agent,
Certificate Registrar and Authenticating Agent and U.S. BANK NATIONAL
ASSOCIATION, as Trustee.
PRELIMINARY
STATEMENT:
The
Depositor intends to sell pass-through certificates to be issued hereunder
in
multiple classes, which in the aggregate will evidence the entire beneficial
ownership interest in each REMIC (as defined herein) created hereunder. The
Trust Fund will consist of a segregated pool of assets comprised of the Mortgage
Loans and certain other related assets subject to this Agreement.
REMIC
I
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the Mortgage Loans and certain other related assets
(other than the Net WAC Rate Carryover Reserve Account, the Cap Account,
the Cap
Administration Agreement and the Interest
Rate Cap Agreement)
subject
to this Agreement as a REMIC (as defined herein) for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC I.”
The Class R-I Interest will be the sole class of “residual interests” in REMIC I
for purposes of the REMIC Provisions (as defined herein). The following table
irrevocably sets forth the designation, the REMIC I Remittance Rate, the
initial
Uncertificated Balance and, for purposes of satisfying Treasury regulation
Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the
REMIC I Regular Interests (as defined herein). None of the REMIC I Regular
Interests will be certificated.
|
Designation
|
REMIC
I Remittance Rate
|
Initial
Uncertificated Balance
|
Latest
Possible Maturity Date(1)
|
||||
|
LTAA
|
(2)
|
$
|
777,578,709.78
|
January
2037
|
|||
|
LTA1
|
(2)
|
$
|
January
2037
|
||||
|
LTA2
|
(2)
|
$
|
1,931,530.00
|
January
2037
|
|||
|
LTA3
|
(2)
|
$
|
1,291,920.00
|
January
2037
|
|||
|
LTA4
|
(2)
|
$
|
748,220.00
|
January
2037
|
|||
|
LTM1
|
(2)
|
$
|
186,460.00
|
January
2037
|
|||
|
LTM2
|
(2)
|
$
|
115,050.00
|
January
2037
|
|||
|
LTM3
|
(2)
|
$
|
55,540.00
|
January
2037
|
|||
|
LTM4
|
(2)
|
$
|
39,680.00
|
January
2037
|
|||
|
LTZZ
|
(2)
|
$
|
7,990,023.26
|
January
0000
|
|||
|
XXX
|
(3)
|
$
|
100.00
|
January
2037
|
|||
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the month of the maturity
date
for the Mortgage Loan with the latest maturity date has been designated
as
the “latest possible maturity date” for each REMIC I Regular
Interest.
|
|
(2)
|
Calculated
in accordance with the definition of “REMIC I Remittance Rate”
herein.
|
(3)
REMIC
I
Regular Interest LTP will also be entitled to 100% of the Prepayment
Charges.
REMIC
II
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the REMIC I Regular Interests subject to this Agreement
as a REMIC (as defined herein) for federal income tax purposes, and such
segregated pool of assets will be designated as “REMIC II.” The Class R-II
Interest will be the sole class of “residual interests” in REMIC II for purposes
of the REMIC Provisions (as defined herein). The following table irrevocably
sets forth the designation, the Pass-Through Rate, the initial aggregate
Certificate Principal Balance and, for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
each of the Classes of Regular Certificates.
|
Designation
|
Pass-Through
Rate(2)
|
Initial
Aggregate
Certificate
Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
Class
A1
|
(2)
|
$
|
351,053,000.00
|
January
2037
|
|||
|
Class
A2
|
(2)
|
$
|
193,153,000.00
|
January
2037
|
|||
|
Class
A3
|
(2)
|
$
|
129,192,000.00
|
January
2037
|
|||
|
Class
A4
|
(2)
|
$
|
74,822,000.00
|
January
2037
|
|||
|
Class
M1
|
(2)
|
$
|
18,646,000.00
|
January
2037
|
|||
|
Class
M2
|
(2)
|
$
|
11,505,000.00
|
January
2037
|
|||
|
Class
M3
|
(2)
|
$
|
5,554,000.00
|
January
2037
|
|||
|
Class
M4
|
(2)
|
$
|
3,968,000.00
|
January
2037
|
|||
|
Class
CE
|
(3)
|
$
|
5,554,663.04
|
January
2037
|
|||
|
Class
P
|
(4)
|
$
|
100.00
|
January
2037
|
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the month of the maturity
date
for the Mortgage Loan with the latest maturity date has been designated
as
the “latest possible maturity date” for each Class of Regular
Certificates.
|
|
(2)
|
Calculated
in accordance with the definition of “Pass-Through Rate”
herein.
|
|
(3)
|
The
Class CE Certificates will accrue interest at their variable Pass-Through
Rate on the Notional Amount of the Class CE Certificates outstanding
from
time to time which shall equal the aggregate Uncertificated Balance
of the
REMIC I Regular Interests. The Class CE Certificates will not accrue
interest on their Certificate Principal
Balance.
|
|
(4)
|
The
Class P Certificates will not accrue interest, but will be entitled
to
100% of the amounts in respect of REMIC I Regular Interest
LTP.
|
As
of the
Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance
equal to $793,447,763.04.
In
consideration of the mutual agreements herein contained, the Depositor, the
Master Servicer, the Trust Administrator, the Paying Agent, the Authenticating
Agent, the Certificate Registrar and the Trustee agree as follows:
ARTICLE
I
DEFINITIONS
| SECTION 1.01 |
Defined
Terms.
|
Whenever
used in this Agreement, including, without limitation, in the Preliminary
Statement hereto, the following words and phrases, unless the context otherwise
requires, shall have the meanings specified in this Article. Unless otherwise
specified, all calculations described herein shall be made on the basis of
a
360-day year consisting of twelve 30-day months.
“Adjustable-Rate
Mortgage Loan”: Each
of the Mortgage Loans identified on the Mortgage Loan Schedule as having
a
Mortgage Rate that is subject to adjustment.
“Adjustment
Date”: With respect to each Adjustable-Rate Mortgage Loan, the first day of the
month in which the Mortgage Rate of a Mortgage Loan changes pursuant to the
related Mortgage Note. The first Adjustment Date following the Cut-off Date
as
to each Mortgage Loan is set forth in the Mortgage Loan Schedule.
“Affiliate”:
With respect to any specified Person, any other Person controlling or controlled
by or under common control with such specified Person. For the purposes of
this
definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract
or
otherwise and the terms “controlling” and “controlled” have meanings correlative
to the foregoing.
“Agreement”:
This Pooling and Servicing Agreement and all amendments hereof and supplements
hereto.
“Allocated
Realized Loss Amount”: With respect to any Distribution Date and any Class of
Mezzanine Certificates, (x) the sum of (i) any Realized Losses allocated
to such
Class of Certificates on such Distribution Date and (ii) the amount of any
Allocated Realized Loss Amount for such Class of Certificates remaining unpaid
from the immediately preceding Distribution Date minus (y) the amount of
any
increase in the Certificate Principal Balance of such Class due to the receipt
of Subsequent Recoveries as provided in Section 4.01.
“American
Home Mortgage Loans”: The Mortgage Loans originated by American Home Mortgage
Corp.
“Ameriquest”:
Ameriquest Mortgage Company, or its successor in interest.
“Ameriquest
Mortgage Loans”: The Mortgage Loans originated by Ameriquest Mortgage
Company.
“Assignment”:
An assignment of Mortgage, notice of transfer or equivalent instrument, in
recordable form, which is sufficient under the laws of the jurisdiction wherein
the related Mortgaged Property is located to reflect the record of sale of
the
Mortgage.
“Available
Distribution Amount”: With respect to any Distribution Date, an amount equal to
the excess of (i) the sum attributable to the Mortgage Loans of (a) the
aggregate of the Monthly Payments due on or before the Due Date relating
to such
Distribution Date and received by the Master Servicer (or a Sub-Servicer
on its
behalf) on or prior to the related Determination Date, after deduction of
the
applicable Servicing Fees and any applicable lender-paid primary mortgage
insurance premium, (b) Liquidation Proceeds, Insurance Proceeds, Principal
Prepayments, proceeds from repurchases of and substitutions for the Mortgage
Loans, Subsequent Recoveries and other unscheduled collections of principal
and
interest in respect of the Mortgage Loans or related REO Properties received
by
the Master Servicer (or a Sub-Servicer on its behalf) during the related
Prepayment Period (exclusive of any prepayment charges, penalties or premiums),
(c) the aggregate of any amounts on deposit in the Distribution Account
representing Compensating Interest Payment paid by the Master Servicer in
respect of related Prepayment Interest Shortfalls relating to Principal
Prepayments that occurred during the related Prepayment Period and (d) the
aggregate of any P&I Advances made by the Master Servicer for such
Distribution Date over (ii) the sum attributable to or allocable to the Mortgage
Loans of (a) amounts reimbursable to the Depositor, the Master Servicer,
the
Trustee, the Trust Administrator, Citibank or a Custodian pursuant to Section
6.03 or Section 8.05 or otherwise payable in respect of Extraordinary Trust
Fund
Expenses, (b) amounts in respect of the items set forth in clauses (i)(a)
through (i)(d) above deposited in the Collection Account or the Distribution
Account in respect of the items set forth in clauses (i)(a) through (i)(d)
above
in error, (c) without duplication, any amounts in respect of the items set
forth
in clauses (i)(a) and (i)(b) permitted hereunder to be retained by the Master
Servicer or to be withdrawn by the Master Servicer from the Collection Account
pursuant to Section 3.18.
Notwithstanding
the foregoing, in the event that the amount received during a Due Period
in
connection with the foreclosure of a Mortgage Loan exceeds the outstanding
principal balance of such Mortgage Loan, such amounts shall be included in
the
Available Distribution Amount only to the extent of Realized Losses incurred
during the related Due Period with respect to Mortgage Loans and the remainder
will be held in a reserve fund established by or on behalf of the Trust
Administrator in order to offset any future Realized Losses incurred.
“Authenticating
Agent”: Citibank, or its successor in interest, or any successor authenticating
agent appointed as herein provided.
“Back-up
Certification”: If the Master Servicer is not an affiliate of the Trust
Administrator, a written certification, substantially in the form attached
hereto as Exhibit I, signed by an officer of the Trust
Administrator.
“Bankruptcy
Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Bankruptcy
Loss”: With respect to any Mortgage Loan, a Realized Loss resulting from a
Deficient Valuation or Debt Service Reduction.
“Book-Entry
Certificate”: Any Certificate registered in the name of the Depository or its
nominee. Initially, the Book-Entry Certificates will be all Classes of the
Certificates other than the Residual Certificates, the Class P Certificates
and
the Class CE Certificates.
“Book-Entry
Custodian”: The custodian appointed pursuant to Section 5.01.
“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking or
savings and loan institutions in the State of New York, each state in which
any
Initial Sub-Servicer conducts its business, the State of Missouri, the State
of
Texas, the city in which the Corporate Trust Office of the Trustee or the
Corporate Trust Office of the Paying Agent is located are authorized or
obligated by law or executive order to be closed.
“Cap
Account”: The account or accounts created and maintained pursuant to Section
4.08. The Cap Account must be an Eligible Account.
“Cap
Administration Agreement”: The cap administration agreement, dated as of January
31, 2007 among the Cap Trustee, the Trust Administrator and Citigroup Global
Markets Realty Corp.
“Cap
Administrator”: Citibank, N.A.
“Cap
Trust”: The cap trust established by the Cap Administration Agreement whereby
the Cap
Trustee shall deposit the Cap Contract. The cap trust shall be maintained
by the
Cap Trustee and administered on its behalf by the Cap Administrator. The
sole
assets of the cap trust shall be the Cap Contract and the Cap Trust
Account.
“Cap
Trustee”: Citibank, N.A.
“Cash-out
Refinancing”: A Refinanced Mortgage Loan the proceeds of which were in excess of
the principal balance of any existing first mortgage on the related Mortgaged
Property and related closing costs, and were used to pay any such existing
first
mortgage, related closing costs and subordinate mortgages on the related
Mortgaged Property.
“Certificate”:
Any one of the Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through
Certificates, Series 2007-AR1, issued under this Agreement.
“Certificate
Factor”: With respect to any Class of Certificates as of any Distribution Date,
a fraction, expressed as a decimal carried to six places, the numerator of
which
is the aggregate Certificate Principal Balance or Notional Amount of such
Class
of Certificates on such Distribution Date (after giving effect to any
distributions of principal and allocations of Realized Losses and Extraordinary
Trust Fund Expenses in reduction of the Certificate Principal Balance of
such
Class of Certificates to be made on such Distribution Date), and the denominator
of which is the initial aggregate Certificate Principal Balance or Notional
Amount of such Class of Certificates as of the Closing Date.
“Certificate
Margin”: With respect to the Offered Certificates and for purposes of the Marker
Rate and the Maximum LTZZ Uncertificated Interest Deferral Amount, the specified
REMIC I Regular Interest as follows:
|
Class
|
REMIC
I Regular Interest
|
Certificate
Margin
|
|
|
(1)
(%)
|
(2)
(%)
|
||
|
A1
|
LTA1
|
0.080%
|
0.160%
|
|
A2
|
LTA2
|
0.160%
|
0.320%
|
|
A3
|
LTA3
|
0.220%
|
0.440%
|
|
A4
|
LTA4
|
0.210%
|
0.420%
|
|
M1
|
LTM1
|
0.310%
|
0.465%
|
|
M2
|
LTM1
|
0.430%
|
0.645%
|
|
M3
|
LTM3
|
1.100%
|
1.650%
|
|
M4
|
LTM4
|
2.000%
|
3.000%
|
__________
(1)
For
each Interest Accrual Period for each Distribution Date on or prior to the
Optional Termination Date.
(2)
For
each other Interest Accrual Period.
“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the
Certificate Register, except that a Disqualified Organization or a Non-United
States Person shall not be a Holder of a Residual Certificate for any purposes
hereof and, solely for the purposes of giving any consent pursuant to this
Agreement, any Certificate registered in the name of the Depositor or the
Master
Servicer or any Affiliate thereof shall be deemed not to be outstanding and
the
Voting Rights to which it is entitled shall not be taken into account in
determining whether the requisite percentage of Voting Rights necessary to
effect any such consent has been obtained, except as otherwise provided in
Section 11.01. The Trustee and the Trust Administrator may conclusively rely
upon a certificate of the Depositor or the Master Servicer in determining
whether a Certificate is held by an Affiliate thereof. All references herein
to
“Holders” or “Certificateholders” shall reflect the rights of Certificate Owners
as they may indirectly exercise such rights through the Depository and
participating members thereof, except as otherwise specified herein; provided,
however, that the Trustee and the Trust Administrator shall be required to
recognize as a “Holder” or “Certificateholder” only the Person in whose name a
Certificate is registered in the Certificate Register.
“Certificate
Owner”: With respect to a Book-Entry Certificate, the Person who is the
beneficial owner of such Certificate as reflected on the books of the Depository
or on the books of a Depository Participant or on the books of an indirect
participating brokerage firm for which a Depository Participant acts as
agent.
“Certificate
Principal Balance”: With respect to any Offered Certificate or Class P
Certificate as of any date of determination, the Certificate Principal Balance
of such Offered Certificate on the Distribution Date immediately prior to
such
date of determination plus any Subsequent Recoveries added to the Certificate
Principal Balance of such Offered Certificate pursuant to Section 4.01, minus
all distributions allocable to principal made thereon and, in the case of
the
Mezzanine Certificates, Realized Losses allocated thereto on such immediately
prior Distribution Date (or, in the case of any date of determination up
to and
including the first Distribution Date, the initial Certificate Principal
Balance
of such Certificate, as stated on the face thereof). With respect to the
Class
CE Certificates as of any date of determination, an amount equal to the
Percentage Interest evidenced by such Certificate times the excess, if any,
of
(A) the then aggregate Uncertificated Balance of the REMIC I Regular Interests
over (B) the then aggregate Certificate Principal Balance of the other Classes
of Certificates then outstanding. The Certificate Principal Balance of any
Class
of Certificates as of any date of determination is equal to the aggregate
of the
Certificate Principal Balances of the Certificates of such Class.
“Certificate
Register”: The register maintained pursuant to Section 5.02.
“Certificate
Registrar”: Citibank, or its successor in interest, or any successor certificate
registrar appointed as herein provided.
“Citibank”:
Citibank, N.A., or its successor in interest.
“CitiMortgage”:
CitiMortgage, Inc., or its successor in interest.
“CitiMortgage
Mortgage Loans”: Certain of the Mortgage Loans originated by American
Home Mortgage Corp., MortgageIT, Inc. and Greenpoint Mortgage Funding, Inc.
and
all of the Mortgage Loans originated by Community Lending Corp., LoanCity,
Residential
Financial Corporation and
Silver State Mortgage and serviced by CitiMortgage pursuant to the Initial
Sub-Servicing Agreement to which CitiMortgage is a party.
“Class”:
Collectively, all of the Certificates bearing the same class
designation.
“Class
A
Certificates”: The Class A1 Certificates, Class A2 Certificates, Class A3
Certificates and Class A4 Certificates.
“Class
A1
Certificate”: Any one of the Class A1 Certificates executed by the Paying Agent
and authenticated and delivered by the Authenticating Agent, substantially
in
the form annexed hereto as Exhibit A-1 and evidencing a Regular Interest
in
REMIC II for purposes of the REMIC Provisions.
“Class
A2
Certificate”: Any one of the Class A2 Certificates executed by the Paying Agent
and authenticated and delivered by the Authenticating Agent, substantially
in
the form annexed hereto as Exhibit A-2 and evidencing a Regular Interest
in
REMIC II for purposes of the REMIC Provisions.
“Class
A3
Certificate”: Any one of the Class A3 Certificates executed by the Paying Agent
and authenticated and delivered by the Authenticating Agent, substantially
in
the form annexed hereto as Exhibit A-3 and evidencing a Regular Interest
in
REMIC II for purposes of the REMIC Provisions.
“Class
A4
Certificate”: Any one of the Class A4 Certificates executed by the Paying Agent
and authenticated and delivered by the Authenticating Agent, substantially
in
the form annexed hereto as Exhibit A-4 and evidencing a Regular Interest
in
REMIC II for purposes of the REMIC Provisions.
“Class
CE
Certificate”: Any one of the Class CE Certificates executed by the Paying Agent
and authenticated and delivered by the Authenticating Agent, substantially
in
the form annexed hereto as Exhibit A-9 and evidencing a Regular Interest
in
REMIC II for purposes of the REMIC Provisions.
“Class
M1
Certificate”: Any one of the Class M1 Certificates executed by the Paying Agent
and authenticated and delivered by the Authenticating Agent, substantially
in
the form annexed hereto as Exhibit A-5 and evidencing a Regular Interest
in
REMIC II for purposes of the REMIC Provisions.
“Class
M1
Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance
of the
Class A Certificates (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date) and (ii) the
Certificate Principal Balance of the Class M1 Certificates immediately prior
to
such Distribution Date over (y) the lesser of (A) the product of (i) 93.30%
and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the
last
day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the excess, if any, of (i) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) over (ii) 0.50%
of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date.
“Class
M2
Certificate”: Any one of the Class M2 Certificates executed by the Paying Agent
and authenticated and delivered by the Authenticating Agent, substantially
in
the form annexed hereto as Exhibit A-6 and evidencing a Regular Interest
in
REMIC II for purposes of the REMIC Provisions.
“Class
M2
Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance
of the
Class A Certificates (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M1 Certificates (after taking into account
the
distribution of the Class M1 Principal Distribution Amount on such Distribution
Date) and (iii) the Certificate Principal Balance of the Class M2 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 96.20% and (ii) the aggregate Stated Principal Balance of
the
Mortgage Loans as of the last day of the related Due Period (after giving
effect
to scheduled payments of principal due during the related Due Period, to
the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the excess, if any, of (i)
the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) over (ii) 0.50% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date.
“Class
M3
Certificate”: Any one of the Class M3 Certificates executed by the Paying Agent
and authenticated and delivered by the Authenticating Agent, substantially
in
the form annexed hereto as Exhibit A-7 and evidencing a Regular Interest
in
REMIC II for purposes of the REMIC Provisions.
“Class
M3
Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance
of the
Class A Certificates (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M1 Certificates (after taking into account
the
distribution of the Class M1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M2 Certificates
(after taking into account the distribution of the Class M2 Principal
Distribution Amount on such Distribution Date) and (iv) the Certificate
Principal Balance of the Class M3 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 97.60% and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the excess, if any, of (i) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) over (ii) 0.50%
of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date.
“Class
M4
Certificate”: Any one of the Class M4 Certificates executed by the Paying Agent
and authenticated and delivered by the Authenticating Agent, substantially
in
the form annexed hereto as Exhibit A-8 and evidencing a Regular Interest
in
REMIC II for purposes of the REMIC Provisions.
“Class
M4
Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance
of the
Class A Certificates (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M1 Certificates (after taking into account
the
distribution of the Class M1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M2 Certificates
(after taking into account the distribution of the Class M2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M3 Certificates (after taking into account the distribution
of the Class M3 Principal Distribution Amount on such Distribution Date)
and (v)
the Certificate Principal Balance of the Class M4 Certificates immediately
prior
to such Distribution Date over (y) the lesser of (A) the product of (i) 98.60%
and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the excess, if any, of (i) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) over (ii) 0.50%
of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date.
“Class
P
Certificate”: Any one of the Class P Certificates executed, authenticated and
delivered by the Trust Administrator, substantially in the form annexed hereto
as Exhibit A-11.
“Class
R
Certificate”: Any
one
of the Class R Certificates executed by the Paying Agent and authenticated
and
delivered by the Authenticating Agent, substantially in the form annexed
hereto
as Exhibit A-10 and evidencing the ownership of the Class R-I Interest and
the
Class R-II Interest.
“Class
R-I Interest”: The uncertificated Residual Interest in REMIC I.
“Class
R-II Interest”: The uncertificated Residual Interest in REMIC II.
“Closing
Date”: January 31, 2007.
“Code”:
The Internal Revenue Code of 1986, as amended.
“Collection
Account”: The account or accounts created and maintained by the Master Servicer
pursuant to Section 3.10(a), which shall be entitled, “CitiMortgage, Inc., as
Master Servicer for U.S. Bank National Association, as Trustee, in trust
for the
registered holders of Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through
Certificates, Series 2007-AR1.” The Collection Account must be an Eligible
Account.
“Commission”:
The Securities and Exchange Commission.
“Community
Lending Mortgage Loans”: The Mortgage Loans originated by Community Lending
Corp.
“Compensating
Interest Payment”: With respect to any Principal Prepayments in full or in part,
any payments made by a Servicer (or the Master Servicer, if applicable) from
its
own funds to cover Prepayment Interest Shortfalls as described
herein.
“Corporate
Trust Office”: The principal corporate trust office of the Trustee, the Paying
Agent, the Certificate Registrar or the Authenticating Agent, as the case
may
be, at which at any particular time its corporate trust business in connection
with this Agreement shall be administered, which office at the date of the
execution of this instrument is located at (i) with respect to the Trustee,
U.S.
Bank National Association, Xxx Xxxxxxx Xxxxxx, 0xx
Xxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Corporate Trust Services, or at such
other address as the Trustee may designate from time to time by notice to
the
Certificateholders, the Depositor, the Master Servicer, the Paying Agent,
the
Certificate Registrar, the Authenticating Agent and the Trust Administrator
and
(ii) with respect to the Paying Agent, the Certificate Registrar and the
Authenticating Agent, Citibank, N.A., as Paying Agent, as Certificate Registrar
or as Authenticating Agent, as the case may be, 000 Xxxxxxxxx Xxxxxx,
00xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, or at such other address as the Paying Agent, the
Certificate Registrar and the Authenticating Agent may designate from time
to
time by notice to the Certificateholders, the Depositor, the Master Servicer,
the Trust Administrator and the Trustee.
“Corresponding
Certificate”: With respect to each indicated REMIC I Regular Interest, the Class
of Certificates listed below:
|
REMIC
I Regular Interest
|
Class
|
|
|
XXX0
|
X0
|
|
|
XXX0
|
X0
|
|
|
XXX0
|
X0
|
|
|
XXX0
|
A4
|
|
|
LTM1
|
M1
|
|
|
LTM2
|
M2
|
|
|
LTM3
|
M3
|
|
|
LTM4
|
M4
|
“Countrywide”:
Countrywide Home Loans, Inc., or its successor in interest.
“Countrywide
Mortgage Loans”: The Mortgage Loans originated by Countrywide and serviced by
Countrywide Servicing pursuant to the Initial Sub-Servicing Agreement to
which
it is a party.
“Countrywide
Servicing”: Countrywide Home Loans Servicing LP, or its successor in
interest.
“Credit
Risk Manager”: Xxxxxxx Fixed Income Services Inc., formerly known as The
Murrayhill Company, a Colorado corporation, and its successors and
assigns.
“Credit
Risk Management Agreement”: The respective agreements between the Credit Risk
Manager and the related Initial Sub-Servicer regarding the loss mitigation
and
advisory services to be provided by the Credit Risk Manager with respect
to the
Mortgage Loans.
“Custodian”:
A document custodian appointed by the Trustee to perform (or in the case
of the
initial Custodian otherwise engaged to perform) custodial duties with respect
to
the Mortgage Files. The initial Custodian is Citibank, N.A. a national banking
association. A Custodian may be the Trustee, any Affiliate of the Trustee
or an
independent entity.
“Custodial
Agreement”: An agreement pursuant to which a Custodian performs custodial duties
with respect to the Mortgage Files. With respect to the initial Custodian,
the
applicable agreement pursuant to which the initial Custodian performs its
custodial duties with respect to the Mortgage Files.
“Cut-off
Date”: With respect to each Original Mortgage Loan, January 1, 2007. With
respect to all Qualified Substitute Mortgage Loans, their respective dates
of
substitution. References herein to the “Cut-off Date,” when used with respect to
more than one Mortgage Loan, shall be to the respective Cut-off Dates for
such
Mortgage Loans.
“Debt
Service Reduction”: With respect to any Mortgage Loan, a reduction in the
scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
resulting from a Deficient Valuation.
“Deficient
Valuation”: With respect to any Mortgage Loan, a valuation of the related
Mortgaged Property by a court of competent jurisdiction in an amount less
than
the then outstanding principal balance of the Mortgage Loan, which valuation
results from a proceeding initiated under the Bankruptcy Code.
“Definitive
Certificates”: As defined in Section 5.01(b).
“Deleted
Mortgage Loan”: A Mortgage Loan replaced or to be replaced by a Qualified
Substitute Mortgage Loan.
“Delinquency
Percentage”: As of the last day of the related Due Period, the percentage
equivalent of a fraction, the numerator of which is the aggregate Stated
Principal Balance of the Mortgage Loans that, as of the last day of the previous
calendar month, are 60 or more days delinquent, are in foreclosure, have
been
converted to REO Properties or in bankruptcy (and delinquent 60 days or more),
and the denominator of which is the aggregate Stated Principal Balance of
the
Mortgage Loans and related REO Properties as of the last day of the previous
calendar month.
“Depositor”:
Citigroup Mortgage Loan Trust Inc., a Delaware corporation, or its successor
in
interest.
“Depository”:
The Depository Trust Company or any successor Depository hereafter named.
The
nominee of the initial Depository, for purposes of registering those
Certificates that are to be Book-Entry Certificates, is Cede & Co. The
Depository shall at all times be a “clearing corporation” as defined in Section
8-102(3) of the Uniform Commercial Code of the State of New York and a “clearing
agency” registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended.
“Depository
Institution”: Any depository institution or trust company, including the Trustee
and the Paying Agent, that (a) is incorporated under the laws of the United
States of America or any State thereof, (b) is subject to supervision and
examination by federal or state banking authorities and (c) has, or is a
subsidiary of a holding company that has, an outstanding unsecured commercial
paper or other short-term unsecured debt obligations that are rated in the
highest rating category by at least two of the Rating Agencies (or a comparable
rating if S&P and Xxxxx’x are not the Rating Agencies).
“Depository
Participant”: A broker, dealer, bank or other financial institution or other
Person for whom from time to time a Depository effects book-entry transfers
and
pledges of securities deposited with the Depository.
“Determination
Date”: With respect to each Distribution Date, the 18th day of the calendar
month in which such Distribution Date occurs or, if such 18th day is not
a
Business Day, the Business Day immediately following such 18th
day;
provided, however, that with respect to each Distribution Date and any Mortgage
Loans subject to an Initial Sub-Servicing Agreement, the Determination Date
shall be the date, relating to such Distribution Date, after which any Monthly
Payments received are not reported by the related Sub-Servicer as having
been
received for inclusion in the amounts remitted by such Sub-Servicer on the
related remittance date under the applicable Sub-Servicing Agreement in respect
of Monthly Payments on the related Mortgage Loans.
“Directly
Operate”: With respect to any REO Property, the furnishing or rendering of
services to the tenants thereof, the management or operation of such REO
Property, the holding of such REO Property primarily for sale to customers,
the
performance of any construction work thereon or any use of such REO Property
in
a trade or business conducted by REMIC I, other than through an Independent
Contractor; provided, however, that the Trustee (or the Master Servicer on
behalf of the Trustee) shall not be considered to Directly Operate an REO
Property solely because the Trustee (or the Master Servicer on behalf of
the
Trustee) establishes rental terms, chooses tenants, enters into or renews
leases, deals with taxes and insurance, or makes decisions as to repairs
or
capital expenditures with respect to such REO Property.
“Disqualified
Organization”: Any of the following: (i) the United States, any State or
political subdivision thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and, except
for Xxxxxxx Mac, a majority of its board of directors is not selected by
such
governmental unit), (ii) any foreign government, any international organization,
or any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers’ cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (including
the tax
imposed by Section 511 of the Code on unrelated business taxable income),
(iv)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C)
of
the Code, (v) an “electing large partnership” within the meaning of Section 775
of the Code and (vi) any other Person so designated by the Trustee based
upon an
Opinion of Counsel that the holding of an Ownership Interest in a Residual
Certificate by such Person may cause any REMIC or any Person having an Ownership
Interest in any Class of Certificates (other than such Person) to incur a
liability for any federal tax imposed under the Code that would not otherwise
be
imposed but for the Transfer of an Ownership Interest in a Residual Certificate
to such Person. The terms “United States,” “State” and “international
organization” shall have the meanings set forth in Section 7701 of the Code or
successor provisions.
“Distribution
Account”: The trust account or accounts created and maintained by the Paying
Agent pursuant to Section 3.10(b) which shall be entitled “Citibank, N.A., as
Paying Agent, in trust for the registered holders of Citigroup Mortgage Loan
Trust Inc., Mortgage Pass- Through Certificates, Series 2007-AR1.” The
Distribution Account must be an Eligible Account.
“Distribution
Date”: The 25th day of any month, or if such 25th day is not a Business Day, the
Business Day immediately following such 25th day, commencing in February
2007.
“DOL”:
The United States Department of Labor or any successor in interest.
“DOL
Regulations”: The regulations promulgated by the DOL at 29
C.F.R.ss.2510.3-101.
“Due
Date”: With respect to each Distribution Date, the first day of the calendar
month in which such Distribution Date occurs, which is the day of the month
on
which the Monthly Payment is due on a Mortgage Loan, exclusive of any days
of
grace.
“Due
Period”: With respect to any Distribution Date, the period commencing on the
second day of the calendar month preceding the calendar month in which such
Distribution Date occurs and ending on the related Due Date.
“Eligible
Account”: Any of (i) an account or accounts maintained with a Depository
Institution, (ii) an account or accounts the deposits in which are fully
insured
by the FDIC or (iii) a trust account or accounts maintained with the corporate
trust department of a federal or state chartered depository institution or
trust
company acting in its fiduciary capacity. Eligible Accounts may bear
interest.
“Equity
Mortgage Loans”: The Mortgage Loans originated by Equity Now, Inc.
“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.
“Estate
in Real Property”: A fee simple estate in a parcel of land.
“Excess
Overcollateralized Amount”: With respect to any Distribution Date, the excess,
if any, of (i) the Overcollateralized Amount for such Distribution Date
(calculated for this purpose only after assuming that 100% of the Principal
Remittance Amount on such Distribution Date has been distributed) over (ii)
the
Overcollateralization Target Amount for such Distribution Date.
“Exchange
Act”: The Securities Exchange Act of 1934, as amended.
“Expense
Adjusted Maximum Mortgage Rate”: With respect to any Mortgage Loan (or the
related REO Property) as of any date of determination, a per annum rate of
interest equal to the then applicable Maximum Mortgage Rate (or Mortgage
Rate,
in the case of any fixed-rate Mortgage Loan) for such Mortgage Loan minus
the
applicable Servicing Fee Rate and,
if such
Mortgage Loan has lender-paid primary mortgage insurance, the applicable
premium
rate.
“Expense
Adjusted Mortgage Rate”: With respect to any Mortgage Loan (or the related REO
Property) as of any date of determination, a per annum rate of interest equal
to
the then applicable Mortgage Rate for such Mortgage Loan minus the applicable
Servicing Fee Rate and, if such Mortgage Loan has lender-paid primary mortgage
insurance, the applicable premium rate.
“Extraordinary
Trust Fund Expenses”: Any amounts reimbursable to the Master Servicer or the
Depositor pursuant to Section 6.03, any amounts payable from the Distribution
Account in respect of taxes pursuant to Section 10.01(g)(iii), any amounts
reimbursable to the Trustee, the Trust Administrator, Citibank or a Custodian
from the Trust Fund pursuant to Section 2.01 or Section 8.05 and any other
costs, expenses, liabilities and losses borne by the Trust Fund (exclusive
of
any cost, expense, liability or loss that is specific to a particular Mortgage
Loan or REO Property and is taken into account in calculating a Realized
Loss in
respect thereof) for which the Trust Fund has not and, in the reasonable
good
faith judgment of the Trust Administrator, shall not, obtain reimbursement
or
indemnification from any other Person.
“Xxxxxx
Xxx”: Xxxxxx Xxx, formerly known as the Federal National Mortgage Association,
or any successor thereto.
“FDIC”:
Federal Deposit Insurance Corporation or any successor thereto.
“Fifth
Third”: Fifth Third Bank, or its successor in interest.
“Fifth
Third Mortgage Loans”: The Mortgage Loans originated by Fifth
Third.
“Final
Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO
Property (other than a Mortgage Loan or REO Property purchased by the Seller,
the Depositor or the Master Servicer pursuant to or as contemplated by Section
2.03, Section 3.16(c) or Section 9.01), a determination made by the Master
Servicer that all Liquidation Proceeds have been recovered. The Master Servicer
shall maintain records of each Final Recovery Determination made
thereby.
“Fitch”:
Fitch Ratings, or its successor in interest.
“Formula
Rate”: With
respect to any Distribution Date and each Class of Offered Certificates,
the
lesser of (i) One-Month LIBOR plus the related Certificate Margin and (ii)
the
Maximum Cap Rate.
“Xxxxxxx
Mac”: Xxxxxxx Mac, formally known as the Federal Home Loan Mortgage Corporation,
or any successor thereto.
“GMAC”:
GMAC Mortgage Corporation, or its successor in interest.
“Greenpoint”:
Greenpoint Mortgage Funding, Inc., or its successor in interest.
“Greenpoint
Mortgage Loans”: The Mortgage Loans originated by Greenpoint.
“Gross
Margin”: With respect to each Adjustable-Rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note that is added to the Index
on
each Adjustment Date in accordance with the terms of the related Mortgage
Note
used to determine the Mortgage Rate for such Mortgage Loan.
“Highest
Priority”: As of any date of determination, the Class of Mezzanine Certificates
then outstanding with a Certificate Principal Balance greater than zero,
with
the highest priority for payments pursuant to Section 4.01, in the following
order: Class M1, Class M2, Class M3 and Class M4 Certificates.
“HomeBanc”:
HomeBanc Mortgage Corporation, or its successor in interest.
“HomeBanc
Mortgage Loans”: The Mortgage Loans originated by HomeBanc and serviced by
HomeBanc pursuant to the Initial Sub-Servicing Agreement to which HomeBanc
is a
party.
“Indenture”:
An indenture relating to the issuance of notes secured by the Class CE
Certificates, Class P Certificates and/or the Residual Certificates (or any
portion thereof).
“Independent”:
When used with respect to any specified Person, any such Person who (a) is
in
fact independent of the Depositor, the Master Servicer and their respective
Affiliates, (b) does not have any direct financial interest in or any material
indirect financial interest in the Depositor, the Master Servicer or any
Affiliate thereof, and (c) is not connected with the Depositor, the Master
Servicer or any Affiliate thereof as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions;
provided, however, that a Person shall not fail to be Independent of the
Depositor, the Master Servicer or any Affiliate thereof merely because such
Person is the beneficial owner of 1% or less of any class of securities issued
by the Depositor or the Master Servicer or any Affiliate thereof, as the
case
may be.
“Independent
Contractor”: Either (i) any Person (other than the Master Servicer) that would
be an “independent contractor” with respect to any REMIC within the meaning of
Section 856(d)(3) of the Code if any REMIC were a real estate investment
trust
(except that the ownership tests set forth in that section shall be considered
to be met by any Person that owns, directly or indirectly, 35% or more of
any
Class of Certificates), so long as any REMIC does not receive or derive any
income from such Person and provided that the relationship between such Person
and any REMIC is at arm’s length, all within the meaning of Treasury Regulation
Section 1.856-4(b)(5), or (ii) any other Person (including the Master Servicer)
if the Trust Administrator has received an Opinion of Counsel for the benefit
of
the Trustee and the Trust Administrator to the effect that the taking of
any
action in respect of any REO Property by such Person, subject to any conditions
therein specified, that is otherwise herein contemplated to be taken by an
Independent Contractor will not cause such REO Property to cease to qualify
as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code
(determined without regard to the exception applicable for purposes of Section
860D(a) of the Code), or cause any income realized in respect of such REO
Property to fail to qualify as Rents from Real Property.
“Index”:
With respect to any Adjustable-Rate Mortgage Loan, the index for the adjustment
of the Mortgage Rate set forth as such on the related Mortgage
Note.
“Initial
Sub-Servicer”: Each of CitiMortgage, Countrywide, Fifth Third, GMAC, Greenpoint,
HomeBanc, PHH, Suntrust and Xxxxx
Fargo.
“Initial
Sub-Servicing Agreement”: With respect to the Mortgage Loans, (i) Master
Mortgage Loan Purchase and Servicing Agreement, dated as of February 1, 2005,
between the Seller and CitiMortgage, as amended; (ii) Amended and Restated
Master Mortgage Loan Purchase and Servicing Agreement, dated as of December
15,
2003, between the Seller and Countrywide, as amended; (iii) Master Mortgage
Loan
Purchase and Servicing Agreement, dated as of June 1, 2006, between the Seller
and Fifth Third, as amended; (iv) Servicing Agreement, dated as of October
1,
2004, between the Seller and GMAC; (v) Master Mortgage Loan Purchase and
Servicing Agreement, dated as of April 1, 2005, between the Seller and
Greenpoint, as amended; (vi) Master Mortgage Loan Purchase and Servicing
Agreement, dated as of June 1, 2006, between the Seller and HomeBanc; (vii)
Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of
February 24, 2005, among the Seller, PHH and Xxxxxx’x Gate Residential Mortgage
Trust (formerly known as Cendant Residential Mortgage Trust), as amended;
(viii)
Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement,
dated as of July 1, 2005, between the Seller and SunTrust, as amended and
(ix)
the Amended and Restated Flow Servicing Agreement, dated as of March 1, 2006,
between Xxxxx Fargo and the Seller, as amended, in each case as modified
as of
the date hereof.
“Insurance
Proceeds”: Proceeds of any Primary Mortgage Insurance Policy, title policy,
hazard policy or other insurance policy covering a Mortgage Loan, to the
extent
such proceeds are not to be applied to the restoration of the related Mortgaged
Property or released to the Mortgagor in accordance with the procedures that
the
Master Servicer would follow in servicing mortgage loans held for its own
account, subject to the terms and conditions of the related Mortgage Note
and
Mortgage.
“Interest
Accrual Period”: With respect to any Distribution Date and any Class of Offered
Certificates, the period commencing on the Distribution Date of the month
immediately preceding the month in which such Distribution Date occurs (or,
in
the case of the first Distribution Date, commencing on the Closing Date)
and
ending on the day preceding such Distribution Date. With respect to any
Distribution Date and the Class CE Certificates and the REMIC Regular Interests,
the one-month period ending on the last day of the calendar month preceding
the
month in which such Distribution Date occurs. All distributions of interest
on
the Offered Certificates shall be calculated on the basis of a 360-day year
and
the actual number of days in the applicable Interest Accrual Period.
“Interest
Carry Forward Amount”: With respect to any Distribution Date and any Class of
Certificates, the sum of (i) the amount, if any, by which (a) the Interest
Distribution Amount for such Class of Certificates for the immediately preceding
Distribution Date exceeded (b) the actual amount distributed on such Class
of
Certificates in respect of such interest on such immediately preceding
Distribution Date, (ii) the amount of any Interest Carry Forward Amount for
such
Class of Certificates for such immediately preceding Distribution Date remaining
unpaid on such immediately preceding Distribution Date and (iii) accrued
interest on the sum of (i) and (ii) above calculated at the related Pass-Through
Rate for the most recently ended Interest Accrual Period.
“Interest
Determination Date”: With respect to the Offered Certificates and for purposes
of the definition of Marker Rate and Maximum LTZZ Uncertificated Interest
Deferral Amount, REMIC I Regular Interest LTA1, REMIC I Regular Interest
LTA2,
REMIC I Regular Interest LTA3, REMIC I Regular Interest LTA4, REMIC I Regular
Interest LTM1, REMIC I Regular Interest LTM2, REMIC I Regular Interest LTM3,
REMIC I Regular Interest LTM4, and any Interest Accrual Period therefor,
the
second London Business Day preceding the commencement of such Interest Accrual
Period.
“Interest
Distribution Amount”: With respect to any Class of Certificates for any
Distribution Date, an amount equal to one month’s interest accrued during the
most recently ended Interest Accrual Period at the applicable Pass-Through
Rate
on the Certificate Principal Balance or Notional Amount (in the case of the
Class CE Certificates) of such Class of Certificates immediately prior to
such
Distribution Date. The Interest Distribution Amount for any such Class of
Certificates will be reduced, in the case of any Distribution Date, by the
amount of any Prepayment Interest Shortfalls (to the extent not covered by
Compensating Interest Payments paid by related Sub-Servicer or by the Master
Servicer) and Relief Act Interest Shortfalls that were allocated to such
Class
on such Distribution Date pursuant to Section 1.02. The Interest Distribution
Amount for any Class of Offered Certificates will be based on a 360 day year
and
the actual number of days in the applicable Interest Accrual Period. The
Interest Distribution Amount for any Class of Class CE Certificates will
be
based on a 360 day year consisting of twelve 30-day Interest Accrual Periods.
“Interest
Rate Cap Agreement:” The interest rate cap agreement, dated as of January 31,
2007 between the Cap Trustee and the Interest Rate Cap Provider, including
any
schedule, confirmations, credit support annex or other credit support document
relating thereto, and attached hereto as Exhibit J.
“Interest
Rate Cap Credit Support Annex:” The credit support annex, dated as of January
31, 2007 between the Cap Trustee and the Interest Rate Cap Provider, which
is
annexed to and forms part of the Cap Agreement.
“Interest
Rate Cap Provider:” The cap provider under the Interest Rate Cap Agreement.
Initially, the Interest Rate Cap Provider shall be Swiss Re Financial Products
Corporation.
“Interest
Remittance Amount”: For any Distribution Date, that portion of the Available
Distribution Amount for the related Distribution Date that represents interest
received or advanced on the Mortgage Loans and Compensating Interest Payments
on
the Mortgage Loans (net of Servicing Fees and, if such Mortgage Loan has
lender-paid primary mortgage insurance, the applicable premium
rate).
“Late
Collections”: With respect to any Mortgage Loan, all amounts received subsequent
to the Determination Date immediately following any Due Period, whether as
late
payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds
or
otherwise, which represent late payments or collections of principal and/or
interest due (without regard to any acceleration of payments under the related
Mortgage and Mortgage Note) but delinquent for such Due Period and not
previously recovered.
“Liquidation
Event”: With respect to any Mortgage Loan, any of the following events: (i) such
Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made
as to
such Mortgage Loan; or (iii) such Mortgage Loan is removed from the applicable
Trust REMIC by reason of its being purchased, sold or replaced pursuant to
or as
contemplated by Section 2.03 or Section 3.16(c). With respect to any REO
Property, either of the following events: (i) a Final Recovery Determination
is
made as to such REO Property; or (ii) such REO Property is removed from the
applicable Trust REMIC by reason of its being purchased pursuant to Section
9.01.
“Liquidation
Proceeds”: The amount (including any Insurance Proceeds or amounts received in
respect of the rental of any REO Property prior to REO Disposition) received
by
the Master Servicer in connection with (i) the taking of all or a part of
a
Mortgaged Property by exercise of the power of eminent domain or condemnation,
(ii) the liquidation of a defaulted Mortgage Loan through a trustee’s sale,
foreclosure sale or otherwise, or (iii) the repurchase, substitution or sale
of
a Mortgage Loan or an REO Property pursuant to or as contemplated by Section
2.03, Section 3.16(c), Section 3.23 or Section 9.01.
“LoanCity
Mortgage Loans”: The Mortgage Loans originated by LoanCity.
“Loan-to-Value
Ratio”: As of any date of determination, the fraction, expressed as a
percentage, the numerator of which is the principal balance of the related
Mortgage Loan at such date and the denominator of which is the Value of the
related Mortgaged Property.
“Marker
Rate”: With respect to the Class CE Certificates and any Distribution Date, a
per annum rate equal to two (2) times the weighted average of the REMIC I
Remittance Rate for REMIC I Regular Interest LTA1, REMIC I Regular Interest
LTA2, REMIC I Regular Interest LTA3, REMIC I Regular Interest LTA4, REMIC
I
Regular Interest LTM1, REMIC I Regular Interest LTM2, REMIC I Regular Interest
LTM3, REMIC I Regular Interest LTM4 and REMIC I Regular Interest LTZZ, with
the
rate on each such REMIC I Regular Interest (other than REMIC I Regular Interest
LTZZ) subject to a cap equal to the lesser of (i) One-Month LIBOR plus the
related Certificate Margin for the related Corresponding Certificate and
(ii)
the Net WAC Rate for the related Corresponding Certificate for the purpose
of
this calculation for such Distribution Date and with the rate on REMIC I
Regular
Interest LTZZ subject to a cap of zero for the purpose of this calculation;
provided, however, each such cap shall be multiplied by a fraction, the
numerator of which is the actual number of days elapsed in the related Interest
Accrual Period and the denominator of which is 30.
“Master
Servicer”: CitiMortgage, Inc. or any successor master servicer appointed as
herein provided, in its capacity as Master Servicer hereunder.
“Master
Servicer Certification”: A written certification, substantially in the form
attached hereto as Exhibit H, signed by an officer of the Master
Servicer.
“Master
Servicer Event of Default”: One or more of the events described in Section
7.01.
“Master
Servicer Remittance Date”: With respect to any Distribution Date, 12:00 p.m. New
York time on the Business Day preceding the Distribution Date or if the
Collection Account is held at Citibank (for so long as Citibank is the Paying
Agent), 12:00 p.m. New York time on the Distribution Date.
“Maximum
Cap Rate”: For any Distribution Date, a per annum rate equal to the product of
(x) the weighted average of the Expense Adjusted Maximum Mortgage Rates of
the
Mortgage Loans, weighted on the basis of the outstanding Stated Principal
Balances of the Mortgage Loans as of the first day of the related Due Period
(after giving effect to scheduled payments of principal due during Due Period
including such first day, to the extent received or advanced, and unscheduled
collections of principal distributed on the prior Distribution Date) plus
an
amount, expressed as a per annum rate, equal to the product of 12 and a
fraction, the numerator of which is the sum of any payment made by the Interest
Rate Cap Provider for such Distribution Date and the denominator of which
is the
aggregate of the outstanding Stated Principal Balances of the Mortgage Loans
as
of the first day of the related Due Period (after giving effect to scheduled
payments of principal due during the Due Period including such first day,
to the
extent received or advanced, and unscheduled collections of principal received
during the Prepayment Period) and (y) a fraction, the numerator of which
is 30
and the denominator of which is the actual number of days elapsed in the
related
Interest Accrual Period.
“Maximum
LTZZ Uncertificated Interest Deferral Amount”: With respect to any Distribution
Date, the excess of (i) accrued interest at the REMIC I Remittance Rate
applicable to REMIC I Regular Interest LTZZ for such Distribution Date on
a
balance equal to the Uncertificated Balance of REMIC I Regular Interest LTZZ
minus the REMIC I Overcollateralized Amount, in each case for such Distribution
Date, over (ii) Uncertificated Interest on REMIC I Regular Interest LTA1,
REMIC
I Regular Interest LTA2, REMIC I Regular Interest LTA3, REMIC I Regular Interest
LTA4, REMIC I Regular Interest LTM1, REMIC I Regular Interest LTM2, REMIC
I
Regular Interest LTM3 and REMIC I Regular Interest LTM4 for such Distribution
Date, with the rate on each such REMIC I Regular Interest subject to a cap
equal
to the lesser of (i) One-Month LIBOR plus the related Certificate Margin
for the
related Corresponding Certificate and (ii) the Net WAC Rate for the related
Corresponding Certificate; provided, however, each cap shall be multiplied
by a
fraction, the numerator of which is the actual number of days elapsed in
the
related Interest Accrual Period and the denominator of which is 30.
“Maximum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the maximum Mortgage
Rate
thereunder.
“Mezzanine
Certificates”: The Class M1 Certificates, the Class M2 Certificates, the Class
M3 Certificates and the Class M4 Certificates.
“Minimum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the minimum Mortgage
Rate
thereunder.
“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.
“MOM
Loan”: With respect to any Mortgage Loans registered with MERS on the MERS®
System, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee
for the originator of such Mortgage Loan and its successors and assigns,
at the
origination thereof.
“Monthly
Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
principal and interest on such Mortgage Loan which is payable by the related
Mortgagor from time to time under the related Mortgage Note, determined:
(a)
after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction
with respect to such Mortgage Loan and (ii) any reduction in the amount of
interest collectible from the related Mortgagor pursuant to the Relief Act;
(b)
without giving effect to any extension granted or agreed to by the Master
Servicer pursuant to Section 3.07; and (c) on the assumption that all other
amounts, if any, due under such Mortgage Loan are paid when due.
“Moody’s”:
Xxxxx’x Investors Service, Inc., or its successor in interest.
“Mortgage”:
The mortgage, deed of trust or other instrument creating a first lien on,
or
first priority security interest in, a Mortgaged Property securing a Mortgage
Note.
“Mortgage
File”: The mortgage documents listed in Section 2.01 pertaining to a particular
Mortgage Loan and any additional documents required to be added to the Mortgage
File pursuant to this Agreement.
“Mortgage
Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to
Section 2.01 or Section 2.03 of this Agreement, as from time to time held
as a
part of REMIC I the Mortgage Loans so held being identified in the Mortgage
Loan
Schedule.
“Mortgage
Loan Purchase Agreement”: The agreement between the Depositor and the Seller
regarding the transfer of the Mortgage Loans by the Seller to or at the
direction of the Depositor, substantially in the form of Exhibit D annexed
hereto.
“Mortgage
Loan Remittance Rate”: With respect to any Mortgage Loan or REO Property, as of
any date of determination, the then applicable Expense Adjusted Mortgage
Rate in
respect thereof.
“Mortgage
Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC I
on such date, attached hereto as Schedule 1. The Mortgage Loan Schedule shall
set forth, but is not limited to, the following information with respect
to each
Mortgage Loan:
(i) the
Master Servicer’s Mortgage Loan identifying number;
(ii) a
code
indicating whether the Mortgaged Property is owner-occupied;
(iii) the
type
of Residential Dwelling constituting the Mortgaged Property;
(iv) the
original months to maturity;
(v) the
original date of the mortgage;
(vi) the
Loan-to-Value Ratio at origination;
(vii) the
Mortgage Rate in effect immediately following the Cut-off Date;
(viii) the
date
on which the first Monthly Payment was due on the Mortgage Loan;
(ix) the
stated maturity date;
(x) the
amount of the Monthly Payment at origination;
(xi) the
amount of the Monthly Payment as of the Cut-off Date;
(xii) the
last
Due Date on which a Monthly Payment was actually applied to the unpaid Stated
Principal Balance;
(xiii) the
original principal amount of the Mortgage Loan;
(xiv) the
Scheduled Principal Balance of the Mortgage Loan as of the close of business
on
the Cut-off Date;
(xv) a
code
indicating the purpose of the Mortgage Loan (i.e., purchase financing, Rate/Term
Refinancing, Cash-Out Refinancing);
(xvi) a
code
indicating the documentation style (i.e., full, alternative or
reduced);
(xvii) a
code
indicating if the Mortgage Loan is subject to a Primary Mortgage Insurance
Policy;
(xviii) the
Value
of the Mortgaged Property;
(xix) the
sale
price of the Mortgaged Property, if applicable;
(xx) the
actual unpaid principal balance of the Mortgage Loan as of the Cut-off Date;
(xxi) the
Servicing Fee Rate and whether the Servicing Fee Rate steps up on the initial
Adjustment Date;
(xxii) if
such
Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Maximum Mortgage Rate,
Minimum Mortgage Rate, Gross Margin, Index and Periodic Rate Cap;
(xxiii) whether
such Mortgage Loan has an interest-only period, and if so, the first Due
Date on
which Monthly Payments are scheduled to include principal amortization;
(xxiv)
reserved;
(xxv)
the
percentage of the principal balance covered by lender paid mortgage insurance,
if any;
(xxvi) the
originator of such Mortgage Loan and the Initial Sub-Servicer of such Mortgage
Loan; and
(xxvii) a
code
indicating if such Mortgage Loan is covered by lender-paid primary mortgage
insurance.
The
Mortgage Loan Schedule shall set forth the following information with respect
to
the Mortgage Loans in the aggregate as of the Cut-off Date: (1) the number
of
Mortgage Loans; (2) the current principal balance of such Mortgage Loans;
(3)
the weighted average Mortgage Rate of such Mortgage Loans; (4) the weighted
average maturity of such Mortgage Loans; (5) the Scheduled Principal Balance
of
such Mortgage Loans as of the close of business on the Cut-off Date (not
taking
into account any Principal Prepayments received on the Cut-off Date); and
(6)
the amount of the Monthly Payment as of the Cut-off Date. The Mortgage Loan
Schedule shall be amended from time to time by the Master Servicer in accordance
with the provisions of this Agreement. With respect to any Qualified Substitute
Mortgage Loan, Cut-off Date shall refer to the related Cut-off Date for such
Mortgage Loan, determined in accordance with the definition of Cut-off Date
herein.
“Mortgage
Note”: The original executed note or other evidence of the indebtedness of a
Mortgagor under a Mortgage Loan.
“Mortgage
Pool”: The pool of Mortgage Loans, identified on Schedule 1 from time to time,
and any REO Properties acquired in respect thereof.
“Mortgage
Rate”: With respect to each Mortgage Loan, the annual rate at which interest
accrues on such Mortgage Loan from time to time in accordance with the
provisions of the related Mortgage Note, without regard to any reduction
thereof
as a result of a Debt Service Reduction or operation of the Relief Act. With
respect to each Mortgage Loan that becomes an REO Property, as of any date
of
determination, the annual rate determined in accordance with the immediately
preceding sentence as of the date such Mortgage Loan became an REO
Property.
“Mortgaged
Property”: The underlying property securing a Mortgage Loan, including any REO
Property, consisting of an Estate in Real Property improved by a Residential
Dwelling.
“MortgageIT”:
MortgageIT, Inc., or its successor in interest.
“MortgageIT
Mortgage Loans”: The Mortgage Loans originated by MortgageIT, Inc.
“Mortgagor”:
The obligor on a Mortgage Note.
“Net
Monthly Excess Cashflow”: With respect to any Distribution Date, the sum of (i)
any Overcollateralization Reduction Amount and (ii) the excess of (x) the
Available Distribution Amount for such Distribution Date over (y) the sum
for
such Distribution Date of (A) the Senior Interest Distribution Amounts
distributable to the Holders of the Class A Certificates and the Interest
Distribution Amounts distributable to the Holders of the Mezzanine Certificates
and (B) the Principal Remittance Amount.
“New
Lease”: Any lease of REO Property entered into on behalf of REMIC I, including
any lease renewed or extended on behalf of REMIC I, if REMIC I has the right
to
renegotiate the terms of such lease.
“Net
WAC
Rate”: The Net WAC Rate for any Distribution Date, a per annum rate equal to the
product of (x) the weighted average of the Expense Adjusted Mortgage Rates
of
the Mortgage Loans, weighted on the basis of the outstanding Stated Principal
Balances of the Mortgage Loans as of the first day of the related Due Period
(after giving effect to scheduled payments of principal due during the Due
Period including such first day, to the extent received or advanced, and
unscheduled collections of principal distributed on the prior Distribution
Date)
and (y) a fraction, the numerator of which is 30 and the denominator of which
is
the actual number of days elapsed in the related Interest Accrual Period.
For
federal income tax purposes, the equivalent of the foregoing shall be expressed
as the weighted average of the REMIC I Remittance Rate on the REMIC I Regular
Interests, weighted on the basis of the Uncertificated Balance of each such
REMIC I Regular Interest.
“Net
WAC
Rate Carryover Reserve Account”: The Net WAC Rate Carryover Reserve Account
established and maintained pursuant to Section 4.07.
“Net
WAC
Rate Carryover Amount”: With respect to any Distribution Date and any Class of
Offered Certificates, the sum of (A) the positive excess, if any, of (i)
the
amount of interest that would have accrued on such Class of Offered Certificates
for such Distribution Date if the Pass-Through Rate for such Class of
Certificates for such Distribution Date were calculated at the related Formula
Rate over (ii) the amount of interest accrued on such Class of Offered
Certificates at the Net WAC Rate for such Distribution Date and (B) the related
Net WAC Rate Carryover Amount for the immediately preceding Distribution
Date
not distributed on such immediately preceding Distribution Date together
with
interest accrued on such unpaid amount for the most recently ended Interest
Accrual Period at the Formula Rate for such Class of Certificates and the
current Distribution Date.
“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in
respect of a Mortgage Loan or REO Property that, in the good faith business
judgment of the Master Servicer, will not or, in the case of a proposed P&I
Advance, would not be ultimately recoverable from related late payments,
Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property
as provided herein.
“Non-United
States Person”: Any Person other than a United States Person.
“Notional
Amount”: For any Distribution Date and the Class CE Certificates, the aggregate
Uncertificated Balance of the REMIC I Regular Interests (other than REMIC
I
Regular Interest LTP) for such Distribution Date.
“Offered
Certificates”: The Class A Certificates and the Mezzanine
Certificates.
“Officers’
Certificate”: A certificate signed by the Chairman of the Board, the Vice
Chairman of the Board, the President or a vice president (however denominated),
and by the Treasurer, the Secretary, or one of the assistant treasurers or
assistant secretaries of the Seller or the Depositor, as applicable; with
respect to the Master Servicer, any officer who is authorized to act for
the
Master Servicer in matters relating to this Agreement, and whose action is
binding upon the Master Servicer, initially including those individuals whose
names appear on the list of authorized officers delivered at the
closing.
“One-Month
LIBOR”: With respect to the Offered Certificates and for purposes of the Marker
Rate and Maximum LTZZ Uncertificated Interest Deferral Amount, REMIC I
Remittance Rate for REMIC
I
Regular Interest LTA1, REMIC I Regular Interest LTA2, REMIC I Regular Interest
LTA3, REMIC I Regular Interest LTA4, REMIC I Regular Interest LTM1, REMIC
I
Regular Interest LTM2, REMIC I Regular Interest LTM3, REMIC I Regular Interest
LTM4 and
any
Interest Accrual Period therefor, the rate determined by the Trust Administrator
on the related Interest Determination Date on the basis of the offered rate
for
one-month U.S. dollar deposits, as such rate appears on Telerate Page 3750,
Bloomberg Page BBAM or another page of these or any other financial reporting
service in general use in the financial services industry, as of 11:00 a.m.
(London time) on such Interest Determination Date; provided that if such
rate
does not appear on Telerate Page 3750, the rate for such date will be determined
on the basis of the offered rates of the Reference Banks for one-month U.S.
dollar deposits, as of 11:00 a.m. (London time) on such Interest Determination
Date. In such event, the Trust Administrator will request the principal London
office of each of the Reference Banks to provide a quotation of its rate.
If on
such Interest Determination Date, two or more Reference Banks provide such
offered quotations, One-Month LIBOR for the related Interest Accrual Period
shall be the arithmetic mean of such offered quotations (rounded upwards
if
necessary to the nearest whole multiple of 1/16%). If on such Interest
Determination Date, fewer than two Reference Banks provide such offered
quotations, One-Month LIBOR for the related Interest Accrual Period shall
be the
higher of (i) LIBOR as determined on the previous Interest Determination
Date
and (ii) the Reserve Interest Rate. Notwithstanding the foregoing, if, under
the
priorities described above, LIBOR for an Interest Determination Date would
be
based on LIBOR for the previous Interest Determination Date for the third
consecutive Interest Determination Date, the Trust Administrator, after
consultation with the Depositor, shall select an alternative comparable index
(over which the Trust Administrator has no control), used for determining
one-month Eurodollar lending rates that is calculated and published (or
otherwise made available) by an independent party.
“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be
salaried counsel for the Depositor, the Master Servicer or the Trust
Administrator acceptable to the Trustee, if such opinion is delivered to
the
Trustee, or reasonably acceptable to the Trust Administrator, if such opinion
is
delivered to the Trust Administrator, except that any opinion of counsel
relating to (a) the qualification of any Trust REMIC as a REMIC or (b)
compliance with the REMIC Provisions must be an opinion of Independent
counsel.
“Original
Mortgage Loan”: Any Mortgage Loan included in the Trust Fund as of the Closing
Date.
“Originator”:
American Home Mortgage Corp., Ameriquest Mortgage Company, Community Lending
Corp., Countrywide Home Loans, Inc., Equity Now Inc., Fifth Third Bank,
GreenPoint Mortgage Funding, Inc., HomeBanc Mortgage Corporation, LoanCity,
MortgageIT, Inc., PHH Mortgage Corporation, Residential Financial Corporation,
Secured Bankers Mortgage Company, Silver State Mortgage Company, SunTrust
Mortgage, Inc., Xxxxxx, Xxxx & Xxxxxxxx Mortgage Corp., Weichert Financial
Services and Xxxxx
Fargo Bank, N.A.,
as
applicable.
“Ownership
Interest”: As to any Certificate, any ownership or security interest in such
Certificate, including any interest in such Certificate as the Holder thereof
and any other interest therein, whether direct or indirect, legal or beneficial,
as owner or as pledgee.
“Overcollateralization
Deficiency Amount”: With respect to any Distribution Date, the excess, if any,
of (a) the Overcollateralization Target Amount applicable to such Distribution
Date over (b) the Overcollateralized Amount applicable to such Distribution
Date
(calculated for this purpose only after assuming that 100% of the Principal
Remittance Amount on such Distribution Date has been distributed).
“Overcollateralization
Increase Amount”: With respect to any Distribution Date, the lesser of (a) the
sum of (i) the Net Monthly Excess Cashflow for such Distribution Date and
(ii)
any amounts received under the Interest Rate Cap Agreement and (b) the
Overcollateralization Deficiency Amount for such Distribution Date (calculated
for this purpose only after assuming that 100% of the Principal Remittance
Amount on such Distribution Date has been distributed).
“Overcollateralization
Reduction Amount”: With respect to any Distribution Date, an amount equal to the
lesser of (a) the Principal Remittance Amount for such Distribution Date
and (b)
the Excess Overcollateralized Amount.
“Overcollateralization
Target Amount”: With respect to any Distribution Date, (i) prior to the Stepdown
Date, an amount equal to 0.70% of the aggregate outstanding Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, (ii) on or after the
Stepdown Date provided a Trigger Event is not in effect, the greater (but
not
more than the amount described in clause (i) above) of (x) 1.40% of the then
current aggregate outstanding Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (y) 0.50% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, or (iii) on or after
the
Stepdown Date and if a Trigger Event is in effect, the Overcollateralization
Target Amount for the immediately preceding Distribution Date. Notwithstanding
the foregoing, on and after any Distribution Date following the reduction
of the
aggregate Certificate Principal Balance of the Offered Certificates to zero,
the
Overcollateralization Target Amount shall be zero.
“Overcollateralized
Amount”: With respect to any Distribution Date, the excess, if any, of (a) the
aggregate Stated Principal Balances of the Mortgage Loans and related REO
Properties as of the last day of the related Due Period (after giving effect
to
scheduled payments of principal due during the related Due Period, to the
extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) over (b) the aggregate Certificate Principal
Balance of the Offered Certificates and the Class P Certificates after giving
effect to distributions to be made on such Distribution Date.
“Pass-Through
Rate”: With respect to each Class of the Offered Certificates and any
Distribution Date, the Pass-Through Rate for such Class shall be the lesser
of
(x) the related Formula Rate for such Distribution Date and (y) the Net WAC
Rate
for such Distribution Date.
With
respect to the Class CE Certificates and any Distribution Date, a per annum
rate
equal to the percentage equivalent of a fraction, the numerator of which
is (x)
the sum of (i) 100% of the interest on REMIC I Regular Interest LTP and (ii)
interest on the Uncertificated Balance of each REMIC I Regular Interest listed
in clause (y) below at a rate equal to the related REMIC I Remittance Rate
minus
the Marker Rate and the denominator of which is (y) the aggregate Uncertificated
Balance of REMIC I Regular Interest LTAA, REMIC I Regular Interest LTA1,
REMIC I
Regular Interest LTA2, REMIC I Regular Interest LTA3, REMIC I Regular Interest
LTA4, REMIC I Regular Interest LTM1, REMIC I Regular Interest LTM2, REMIC
I
Regular Interest LTM3, REMIC I Regular Interest LTM4 and REMIC I Regular
Interest LTZZ.
“Paying
Agent”: Citibank, or its successor in interest, or any successor paying agent
appointed as herein provided.
“Percentage
Interest”: With respect to any Class of Certificates, the portion of the
respective Class evidenced by such Certificate, expressed as a percentage,
the
numerator of which is the initial Certificate Principal Balance or Notional
Amount represented by such Certificate, and the denominator of which is the
initial aggregate Certificate Principal Balance or Notional Amount of all
of the
Certificates of such Class. The Book-Entry Certificates are issuable only
in
Percentage Interests corresponding to initial Certificate Principal Balances
of
$100,000 and integral multiples of $1.00 in excess thereof. The Class CE
Certificates are issuable only in minimum Percentage Interests corresponding
to
minimum initial Notional Amounts of $100,000 and integral multiples of $1.00
in
excess thereof; provided, however, that a single Certificate of such Class
of
Certificates may be issued having a Percentage Interest corresponding to
the
remainder of the aggregate initial Certificate Principal Balance or Notional
Amount of such Class or to an otherwise authorized denomination for such
Class
plus such remainder. The Class P Certificates and the Residual Certificates
are
issuable only in Percentage Interests of 20% and multiples thereof.
“Periodic
Rate Cap”: With respect to each Adjustable-Rate Mortgage Loan and any Adjustment
Date therefor, the fixed percentage set forth in the related Mortgage Note,
which is the maximum amount by which the Mortgage Rate for such Mortgage
Loan
may increase or decrease (without regard to the Maximum Mortgage Rate or
the
Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in
effect
immediately prior to such Adjustment Date.
“Permitted
Investments”: Any one or more of the following obligations or securities
acquired at a purchase price of not greater than par, regardless of whether
issued by the Depositor, the Master Servicer, the Trustee, the Paying Agent,
the
Authenticating Agent, the Certificate Registrar, the Trust Administrator
or any
of their respective Affiliates:
(i) direct
obligations of, or obligations fully guaranteed as to timely payment of
principal and interest by, the United States or any agency or instrumentality
thereof, provided such obligations are backed by the full faith and credit
of
the United States;
(ii) demand
and time deposits in, certificates of deposit of, or bankers’ acceptances (which
shall each have an original maturity of not more than 90 days and, in the
case
of bankers’ acceptances, shall in no event have an original maturity of more
than 365 days or a remaining maturity of more than 30 days) denominated in
United States dollars and issued by, any Depository Institution;
(iii) repurchase
obligations with respect to any security described in clause (i) above entered
into with a Depository Institution (acting as principal);
(iv) securities
bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America or any state
thereof
and that are rated by the Rating Agencies in its highest long-term unsecured
rating category at the time of such investment or contractual commitment
providing for such investment;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not
more
than 30 days after the date of acquisition thereof) that is rated by the
Rating
Agencies in its highest short-term unsecured debt rating available at the
time
of such investment;
(vi) units
of
money market funds, including money market funds advised by the Trustee,
the
Trust Administrator or an Affiliate of either of them, that have been rated
“AAA” by S&P and “Aaa” by Moody’s; and
(vii) if
previously confirmed in writing to the Master Servicer, the Trustee and the
Trust Administrator, any other demand, money market or time deposit, or any
other obligation, security or investment, as may be acceptable to the Rating
Agencies as a permitted investment of funds backing securities having ratings
equivalent to its highest initial rating of the Senior
Certificates;
provided,
however, that no instrument described hereunder shall evidence either the
right
to receive (a) only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from obligations
underlying such instrument and the interest and principal payments with respect
to such instrument provide a yield to maturity at par greater than 120% of
the
yield to maturity at par of the underlying obligations.
“Permitted
Transferee”: Any Transferee of a Residual Certificate other than a Disqualified
Organization or Non-United States Person.
“Person”:
Any individual, corporation, partnership, limited liability company, joint
venture, association, joint-stock company, trust, unincorporated organization
or
government or any agency or political subdivision thereof.
“P&I
Advance”: As to any Mortgage Loan or REO Property, any advance made by the
Master Servicer in respect of any Distribution Date pursuant to Section
4.03.
“PHH”:
PHH Mortgage Corporation, or its successor in interest.
“PHH
Mortgage Loans”: The Mortgage Loans originated by PHH.
“Plan”:
Any employee benefit plan or certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Xxxxx plans and bank
collective investment funds and insurance company general or separate accounts
in which such plans, accounts or arrangements are invested, that are subject
to
ERISA or Section 4975 of the Code.
“Prepayment
Assumption”: A prepayment rate for the Mortgage Loans in of (a) a CPR of 12% per
annum in the first month of the life of such Mortgage 14% in the second month,
15% in the third month, 17% in the fourth month, 19% in the fifth month,
20% in
the sixth month, 22% in the seventh month, 23% in the eighth month, 25% in
the
ninth month, 27% in the tenth month and 28% in the eleventh month of the
life of
such mortgage loans and then (b) beginning in the 12th month and in each
month
thereafter until the 35th month, a CPR of 30% per annum, and then (c) beginning
in the 36th month and in each month thereafter, a CPR of 35% per annum. The
Prepayment Assumption is used solely for determining the accrual of original
issue discount on the Certificates for federal income tax purposes. A CPR
(Constant Prepayment Rate) represents an annualized constant assumed rate
of
prepayment each month of a pool of mortgage loans relative to its outstanding
principal balance for the life of such pool.
“Prepayment
Charge Mortgage Loans”: The Class P Certificates will be entitled to all
prepayment premiums or charges received in respect of the American Home Mortgage
Loans, the Ameriquest Mortgage Loans, the Equity Now Mortgage Loans, the
Greenpoint Mortgage Loans and the Xxxxxx Xxxx Mortgage Loans.
“Prepayment
Interest Shortfall”: With respect to any Distribution Date, for each Mortgage
Loan that was during the related Prepayment Period the subject of a Principal
Prepayment in full or in part occurring between the first day of the related
Prepayment Period and the last day of the calendar month preceding the calendar
month in which such Distribution Date occurs, an amount equal to interest
at the
applicable Mortgage Loan Remittance Rate on the amount of such Principal
Prepayment for the number of days commencing on the date on which the prepayment
is applied and ending on the last day of the calendar month preceding the
calendar month in which such Distribution Date occurs. The obligations of
the
Master Servicer in respect of any Prepayment Interest Shortfall are set forth
in
Section 3.24.
“Prepayment
Period”: The Prepayment Period with respect to mortgage loans originated by
CitiMortgage, by Fifth Third or by HomeBanc and any Distribution Date is,
(i)
with respect to any prepayments in full, liquidations and other unscheduled
collections (other than prepayments in part) on the mortgage loans serviced
by
Xxxxx Fargo, the period commencing on the 14th day of the calendar month
preceding the calendar month in which such Distribution Date occurs (or,
in the
case of the first Distribution Date, commencing on January 1, 2007) and ending
on the 13th day of the calendar month in which such Distribution Date occurs
and
(ii) with respect to any prepayments in part, the calendar month immediately
preceding the month in which such Distribution Date occurs. The Prepayment
Period with respect to mortgage loans originated by Xxxxx Fargo and any
Distribution Date is, with respect to any prepayments in full, prepayments
in
part, liquidations and other unscheduled collections on the mortgage loans
serviced by Xxxxx Fargo, the calendar month immediately preceding the month
in
which such Distribution Date occurs. The Prepayment Period with respect to
mortgage loans originated by Countrywide and any Distribution Date is, with
respect to any prepayments in full, prepayments in part, liquidations and
other
unscheduled collections on the mortgage loans serviced by Countrywide Servicing,
the period that commences on the second day of the month immediately preceding
the month in which the distribution date occurs and ends on the first day
of the
month in which the distribution date occurs.
“Primary
Mortgage Insurance Policy”: Each primary policy of mortgage guaranty insurance
in effect as represented in the Mortgage Loan Purchase Agreement and as so
indicated on the Mortgage Loan Schedule, or any replacement policy therefor
obtained by the Master Servicer or any Sub-Servicer pursuant to Section 3.13.
“Prime
Rate”: The lesser of (i) the per annum rate of interest, publicly announced from
time to time by JPMorgan Chase Bank, N.A. at its principal office in the
City of
New York, as its prime or base lending rate (any change in such rate of interest
to be effective on the date such change is announced by JPMorgan Chase Bank,
N.A.) and (ii) the maximum rate permissible under applicable usury or similar
laws limiting interest rates.
“Principal
Distribution Amount”: With respect to any Distribution Date, the sum of (i) the
principal portion of each Monthly Payment due on the Mortgage Loans during
the
related Due Period, to the extent received on or prior to the related
Determination Date or advanced; (ii) the Stated Principal Balance of any
Mortgage Loan that was purchased during the related Prepayment Period pursuant
to or as contemplated by Section 2.03 or Section 9.01 and the amount of any
shortfall deposited in the Collection Account in connection with the
substitution of a Deleted Mortgage Loan pursuant to Section 2.03 during the
related Prepayment Period; (iii) the principal portion of all other unscheduled
collections (including, without limitation, Principal Prepayments, Insurance
Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO Principal
Amortization) received during the related Prepayment Period, net of any portion
thereof that represents a recovery of principal for which an Advance was
made by
the Servicer pursuant to Section 4.03 in respect of a preceding Distribution
Date and (iv) any Overcollateralization Increase Amount for such Distribution
Date, minus (v) any Overcollateralization Reduction Amount for such Distribution
Date. In no event will the Principal Distribution Amount with respect to
any
Distribution Date be (x) less than zero or (y) greater than the then outstanding
aggregate Certificate Principal Balance of the Offered
Certificates.
“Principal
Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan
which is received in advance of its scheduled Due Date and which is not
accompanied by an amount of interest representing the full amount of scheduled
interest due on any Due Date in any month or months subsequent to the month
of
prepayment.
“Principal
Remittance Amount”: With respect to any Distribution Date, that portion of the
Available Distribution Amount equal to the sum of the amounts set forth in
(i)
through (iii) of the definition of Principal Distribution Amount.
“Private
Certificates”: The Class CE Certificates, the Class P Certificates and the
Residual Certificates.
“Purchase
Price”: With respect to any Mortgage Loan or REO Property to be purchased
pursuant to or as contemplated by Section 2.03, Section 3.16(c) or Section
9.01,
and as confirmed by an Officers’ Certificate from the Master Servicer to the
Trustee and the Trust Administrator, an amount equal to the sum of: (i) 100%
of
the Stated Principal Balance thereof as of the date of purchase (or such
other
price as provided in Section 9.01), (ii) in the case of (x) a Mortgage Loan,
accrued interest on such Stated Principal Balance at the applicable Mortgage
Loan Remittance Rate in effect from time to time from the Due Date as to
which
interest was last covered by a payment by the Mortgagor or an advance by
the
Master Servicer, which payment or advance had as of the date of purchase
been
distributed pursuant to Section 4.01, through the end of the calendar month
in
which the purchase is to be effected, and (y) an REO Property, the sum of
(1)
accrued interest on such Stated Principal Balance at the applicable Mortgage
Loan Remittance Rate in effect from time to time from the Due Date as to
which
interest was last covered by a payment by the Mortgagor or an advance by
the
Master Servicer through the end of the calendar month immediately preceding
the
calendar month in which such REO Property was acquired, plus (2) REO Imputed
Interest for such REO Property for each calendar month commencing with the
calendar month in which such REO Property was acquired and ending with the
calendar month in which such purchase is to be effected, minus the total
of all
net rental income, Insurance Proceeds, Liquidation Proceeds and P&I Advances
that as of the date of purchase had been distributed as or to cover REO Imputed
Interest pursuant to Section 4.01, (iii) any unreimbursed Servicing Advances
and
P&I Advances and any unpaid Servicing Fees allocable to such Mortgage Loan
or REO Property; (iv) any amounts previously withdrawn from the Collection
Account in respect of such Mortgage Loan or REO Property pursuant to Sections
3.11(a)(ix) and Section 3.16(b), and (v) in the case of a Mortgage Loan required
to be purchased pursuant to Section 2.03, expenses incurred or to be incurred
by
the Trust Fund in respect of the breach or defect giving rise to the purchase
obligation including any costs and damages incurred by the Trust Fund in
connection with any violation of any predatory or abusive lending law with
respect to the related Mortgage Loan.
“Qualified
Insurer”: Any insurer which meets the requirements of Xxxxxx Xxx and Xxxxxxx
Mac.
“Qualified
Substitute Mortgage Loan”: A mortgage loan substituted for a Deleted Mortgage
Loan pursuant to the terms of this Agreement which must, on the date of such
substitution, (i) have an outstanding principal balance, after application
of
all scheduled payments of principal and interest due during or prior to the
month of substitution, not in excess of the Scheduled Principal Balance of
the
Deleted Mortgage Loan as of the Due Date in the calendar month during which
the
substitution occurs, (ii) have a Mortgage Rate not less than (and not more
than
one percentage point in excess of) the Mortgage Rate of the Deleted Mortgage
Loan, (iii) have a Maximum Mortgage Rate not less than the Maximum Mortgage
Rate
on the Deleted Mortgage Loan, (iv) have a Minimum Mortgage Rate not less
than
the Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) have a Gross
Margin
equal to the Gross Margin of the Deleted Mortgage Loan, (vi) have a next
Adjustment Date not more than two months later than the next Adjustment Date
on
the Deleted Mortgage Loan, (vii) be covered under a Primary Mortgage Insurance
Policy if such Qualified Substitute Mortgage Loan has a Loan-to-Value Ratio
in
excess of 80% and the Deleted Mortgage Loan was covered by a Primary Mortgage
Insurance Policy, (viii) have a remaining term to maturity not greater than
(and
not more than one year less than) that of the Deleted Mortgage Loan, (ix)
have
the same Due Date as the Due Date on the Deleted Mortgage Loan, (x) have
a
Loan-to-Value Ratio as of the date of substitution equal to or lower than
the
Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, (xi)
[intentionally omitted]; and (xii) conform to each representation and warranty
set forth in Section 6 of the Mortgage Loan Purchase Agreement applicable
to the
Deleted Mortgage Loan. In the event that one or more mortgage loans are
substituted for one or more Deleted Mortgage Loans, the amounts described
in
clause (i) hereof shall be determined on the basis of aggregate principal
balances, the Mortgage Rates described in clause (ii) hereof shall be determined
on the basis of weighted average Mortgage Rates, the terms described in clause
(viii) shall be determined on the basis of weighted average remaining terms
to
maturity, the Loan-to-Value Ratios described in clause (x) hereof shall be
satisfied as to each such mortgage loan and, except to the extent otherwise
provided in this sentence, the representations and warranties described in
clause (xii) hereof must be satisfied as to each Qualified Substitute Mortgage
Loan or in the aggregate, as the case may be.
“Rate/Term
Refinancing”: A Refinanced Mortgage Loan, the proceeds of which are not in
excess of the existing first mortgage loan on the related Mortgaged Property
and
related closing costs, and were used exclusively to satisfy the then existing
first mortgage loan of the Mortgagor on the related Mortgaged Property and
to
pay related closing costs.
“Rating
Agencies”: S&P and Xxxxx’x or their successors. If such agencies or their
successors are no longer in existence, the “Rating Agencies” shall be such
nationally recognized statistical rating agencies, or other comparable Persons,
designated by the Depositor, written notice of which designation shall be
given
to the Trustee, the Trust Administrator, the Paying Agent, the Authenticating
Agent, the Certificate Registrar and the Master Servicer.
“Realized
Loss”: With respect to each Mortgage Loan as to which a Final Recovery
Determination has been made, an amount (not less than zero) equal to (i)
the
unpaid principal balance of such Mortgage Loan as of the commencement of
the
calendar month in which the Final Recovery Determination was made, plus (ii)
accrued interest from the Due Date as to which interest was last paid by
the
Mortgagor through the end of the calendar month in which such Final Recovery
Determination was made, calculated in the case of each calendar month during
such period (A) at an annual rate equal to the annual rate at which interest
was
then accruing on such Mortgage Loan and (B) on a principal amount equal to
the
Stated Principal Balance of such Mortgage Loan as of the close of business
on
the Distribution Date during such calendar month, plus (iii) any amounts
previously withdrawn from the Collection Account in respect of such Mortgage
Loan pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus (iv) the
proceeds, if any, received in respect of such Mortgage Loan prior to the
date
such Final Recovery Determination was made, net of amounts that are payable
therefrom to the Master Servicer with respect to such Mortgage Loan pursuant
to
Section 3.11(a)(iii).
With
respect to any REO Property as to which a Final Recovery Determination has
been
made an amount (not less than zero) equal to (i) the unpaid principal balance
of
the related Mortgage Loan as of the date of acquisition of such REO Property
on
behalf of any REMIC, plus (ii) accrued interest from the Due Date as to which
interest was last paid by the Mortgagor in respect of the related Mortgage
Loan
through the end of the calendar month immediately preceding the calendar
month
in which such REO Property was acquired, calculated in the case of each calendar
month during such period (A) at an annual rate equal to the annual rate at
which
interest was then accruing on the related Mortgage Loan and (B) on a principal
amount equal to the Stated Principal Balance of the related Mortgage Loan
as of
the close of business on the Distribution Date during such calendar month,
plus
(iii) REO Imputed Interest for such REO Property for each calendar month
commencing with the calendar month in which such REO Property was acquired
and
ending with the calendar month that occurs during the Prepayment Period in
which
such Final Recovery Determination was made, plus (iv) any amounts previously
withdrawn from the Collection Account in respect of the related Mortgage
Loan
pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus (v) the aggregate
of
all Servicing Advances made by the Master Servicer in respect of such REO
Property or the related Mortgage Loan (without duplication of amounts netted
out
of the rental income, Insurance Proceeds and Liquidation Proceeds described
in
clause (vi) below) and any unpaid Servicing Fees for which the Master Servicer
has been or, in connection with such Final Recovery Determination, will be
reimbursed pursuant to Section 3.11(a)(iii) or Section 3.23 out of rental
income, Insurance Proceeds and Liquidation Proceeds received in respect of
such
REO Property, minus (v) the total of all net rental income, Insurance Proceeds
and Liquidation Proceeds received in respect of such REO Property that has
been,
or in connection with such Final Recovery Determination, will be transferred
to
the Distribution Account pursuant to Section 3.23.
With
respect to each Mortgage Loan which has become the subject of a Deficient
Valuation, the difference between the principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the principal
balance of the Mortgage Loan as reduced by the Deficient Valuation.
With
respect to each Mortgage Loan which has become the subject of a Debt Service
Reduction, the portion, if any, of the reduction in each affected Monthly
Payment attributable to a reduction in the Mortgage Rate imposed by a court
of
competent jurisdiction. Each such Realized Loss shall be deemed to have been
incurred on the Due Date for each affected Monthly Payment.
“Record
Date”: With respect to each Distribution Date and any Offered Certificate so
long as such Offered Certificate is a Book-Entry Certificate, the Business
Day
immediately preceding such Distribution Date. With respect to each Distribution
Date and any other Certificates, including any Definitive Certificates, the
last
Business Day of the month immediately preceding the month in which such
Distribution Date occurs.
“Refinanced
Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase
the related Mortgaged Property.
“Regular
Certificate”: Any Senior Certificate or Subordinate Certificate.
“Regular
Interest”: A “regular interest” in a REMIC within the meaning of Section
860G(a)(1) of the Code.
“Relief
Act”: The Servicemembers Civil Relief Act, as amended or any state law providing
for similar relief.
“Relief
Act Interest Shortfall”: With respect to any Distribution Date and any Mortgage
Loan, any reduction in the amount of interest collectible on such Mortgage
Loan
for the most recently ended calendar month as a result of the application
of the
Relief Act.
“REMIC”:
A “real estate mortgage investment conduit” within the meaning of Section 860D
of the Code.
“REMIC
I”: As defined in the Preliminary Statement.
“REMIC
I
Overcollateralized Amount”: With respect to any date of determination, (i) 1.00%
of the aggregate Uncertificated Balance of the REMIC I Regular Interests
(other
than REMIC I Regular Interest LTP) minus (ii) the aggregate Uncertificated
Balance of REMIC I Regular Interest LTA1, REMIC I Regular Interest LTA2,
REMIC I
Regular Interest LTA3, REMIC I Regular Interest LTA4, REMIC I Regular Interest
LTM1, REMIC I Regular Interest LTM2, REMIC I Regular Interest LTM3 and REMIC
I
Regular Interest LTM4, in each case as of such date of
determination.
“REMIC
I
Principal Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to the product of (i) 50% of the aggregate Stated Principal
Balance
of the Mortgage Loans and REO Properties then outstanding and (ii) 1 minus
a
fraction, the numerator of which is two times the aggregate Uncertificated
Balance of REMIC I Regular Interest LTA1, REMIC I Regular Interest LTA2,
REMIC I
Regular Interest LTA3, REMIC I Regular Interest LTA4, REMIC I Regular Interest
LTM1, REMIC I Regular Interest LTM2, REMIC I Regular Interest LTM3, REMIC
I
Regular Interest LTM4 and REMIC I Regular Interest LTZZ.
“REMIC
I
Remittance Rate”: With respect to REMIC I Regular Interest LTAA, REMIC I Regular
Interest LTA1, REMIC I Regular Interest LTA2, REMIC I Regular Interest LTA3,
REMIC I Regular Interest LTA4, REMIC I Regular Interest LTM1, REMIC I Regular
Interest LTM2, REMIC I Regular Interest LTM3, REMIC I Regular Interest LTM4,
and
REMIC I Regular Interest I-LTZZ, the weighted average of the Expense Adjusted
Mortgage Rates of the Mortgage Loans.
“REMIC
I
Required Overcollateralized Amount”: 1.00% of the Overcollateralization Target
Amount.
“REMIC
II”: The segregated pool of assets consisting of all of the REMIC I Regular
Interests conveyed in trust to the Trustee, for the benefit of the Regular
Certificates and the Class R-II Interest and all amounts deposited therein,
with
respect to which a separate REMIC election is to be made.
“REMIC
Provisions”: Provisions of the federal income tax law relating to real estate
mortgage investment conduits, which appear at Section 860A through 860G of
the
Code, and related provisions, and proposed, temporary and final regulations
and
published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.
“REMIC
Regular Interests”: The REMIC I Regular Interests.
“Remittance
Report”: A report in form and substance acceptable to the Trust Administrator
and the Trustee prepared by the Master Servicer pursuant to Section 4.03
with
such additions, deletions and modifications as agreed to by the Trustee,
the
Trust Administrator and the Master Servicer.
“Rents
from Real Property”: With respect to any REO Property, gross income of the
character described in Section 856(d) of the Code as being included in the
term
“rents from real property.”
“REO
Account”: The account or accounts maintained by the Master Servicer in respect
of an REO Property pursuant to Section 3.23.
“REO
Disposition”: The sale or other disposition of an REO Property on behalf of any
Trust REMIC.
“REO
Imputed Interest”: As to any REO Property, for any calendar month during which
such REO Property was at any time part of REMIC I, one month’s interest at the
applicable Mortgage Loan Remittance Rate on the Stated Principal Balance
of such
REO Property (or, in the case of the first such calendar month, of the related
Mortgage Loan if appropriate) as of the close of business on the Distribution
Date in such calendar month.
“REO
Property”: A Mortgaged Property acquired by the Master Servicer on behalf of the
Trust Fund through foreclosure or deed-in-lieu of foreclosure, as described
in
Section 3.23.
“Request
for Release”: A release signed by a Servicing Officer, in the form of Exhibit E
attached hereto.
“Reserve
Interest Rate”: With respect to any Interest Determination Date, the rate per
annum that the Trust Administrator determines to be either (i) the arithmetic
mean (rounded upwards if necessary to the nearest whole multiple of 1/16%)
of
the one-month U.S. dollar lending rates which New York City banks selected
by
the Trust Administrator are quoting on the relevant Interest Determination
Date
to the principal London offices of leading banks in the London interbank
market
or (ii) in the event that the Trust Administrator can determine no such
arithmetic mean, the lowest one-month U.S. dollar lending rate which New
York
City banks selected by the Trust Administrator are quoting on such Interest
Determination Date to leading European banks.
“Residential
Dwelling”: Any one of the following: (i) an attached or detached one- family
dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family
dwelling unit in a Xxxxxx Xxx eligible condominium project, or (iv) a detached
one-family dwelling in a planned unit development, none of which is a
co-operative, mobile or manufactured home (as defined in 00 Xxxxxx Xxxxxx
Code,
Section 5402(6)).
“Residential
Financial”: Residential Financial Corporation, or its successor in
interest.
“Residential
Financial Mortgage Loans”: The Mortgage Loans originated by Residential
Financial.
“Residual
Certificate”: The Class R Certificates.
“Residual
Interest”: The sole class of “residual interests” in a REMIC within the meaning
of Section 860G(a)(2) of the Code.
“Responsible
Officer”: When used with respect to the Trust Administrator, the Paying Agent,
the Certificate Registrar or the Authenticating Agent, the President, any
vice
president, any assistant vice president, the Secretary, any assistant secretary,
the Treasurer, any assistant treasurer, any trust officer or assistant trust
officer, the Controller and any assistant controller or any other officer
thereof customarily performing functions similar to those performed by any
of
the above designated officers and, with respect to a particular matter relating
to this Agreement, to whom such matter is referred because of such officer’s
knowledge of and familiarity with the particular subject. When used with
respect
to the Trustee, any officer of the Trustee with direct responsibility for
the
administration of this Agreement and, with respect to a particular matter
relating to this Agreement, to whom such matter is referred because of such
officer’s knowledge of and familiarity with the particular subject.
“SBMC
Mortgage Loans”: The Mortgage Loans originated by Secured Bankers Mortgage
Company.
“Scheduled
Principal Balance”: With respect to any Mortgage Loan: (a) as of the Cut-off
Date, the outstanding principal balance of such Mortgage Loan as of such
date,
net of the principal portion of all unpaid Monthly Payments, if any, due
on or
before such date; (b) as of any Due Date subsequent to the Cut-off Date up
to
and including the Due Date in the calendar month in which a Liquidation Event
occurs with respect to such Mortgage Loan, the Scheduled Principal Balance
of
such Mortgage Loan as of the Cut-off Date, minus the sum of (i) the principal
portion of each Monthly Payment due on or before such Due Date but subsequent
to
the Cut-off Date, whether or not received, (ii) all Principal Prepayments
received before such Due Date but after the Cut-off Date, (iii) the principal
portion of all Liquidation Proceeds and Insurance Proceeds received before
such
Due Date but after the Cut-off Date, net of any portion thereof that represents
principal due (without regard to any acceleration of payments under the related
Mortgage and Mortgage Note) on a Due Date occurring on or before the date
on
which such proceeds were received and (iv) any Realized Loss incurred with
respect thereto as a result of a Deficient Valuation occurring before such
Due
Date, but only to the extent such Realized Loss represents a reduction in
the
portion of principal of such Mortgage Loan not yet due (without regard to
any
acceleration of payments under the related Mortgage and Mortgage Note) as
of the
date of such Deficient Valuation; and (c) as of any Due Date subsequent to
the
occurrence of a Liquidation Event with respect to such Mortgage Loan, zero.
With
respect to any REO Property: (a) as of any Due Date subsequent to the date
of
its acquisition on behalf of the Trust Fund up to and including the Due Date
in
the calendar month in which a Liquidation Event occurs with respect to such
REO
Property, an amount (not less than zero) equal to the Scheduled Principal
Balance of the related Mortgage Loan as of the Due Date in the calendar month
in
which such REO Property was acquired minus the principal portion of each
Monthly
Payment that would have become due on such related Mortgage Loan after such
REO
Property was acquired if such Mortgage Loan had not been converted to an
REO
Property; and (b) as of any Due Date subsequent to the occurrence of a
Liquidation Event with respect to such REO Property, zero.
“Seller”:
Citigroup Global Markets Realty Corp. or its successor in interest, in its
capacity as seller under the Mortgage Loan Purchase Agreement.
“Senior
Certificates”: The Class A Certificates.
“Senior
Enhancement Percentage”: With respect to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the sum of the aggregate
Certificate Principal Balance of the Mezzanine and Class CE Certificates,
calculated after taking into account distribution of the Principal Distribution
Amount to the Certificates then entitled to distributions of principal on
such
Distribution Date, and the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period).
“Senior
Interest Distribution Amount”: On any Distribution Date for any Class of Class A
Certificates, an amount equal to the sum of (i) the Interest Distribution
Amount
for such Class for such Distribution Date and (ii) the Interest Carry Forward
Amount, if any, for such Class for such Distribution Date.
“Senior
Principal Distribution Amount”: With respect to the Senior Certificates and any
Distribution Date, the excess of (x) the aggregate Certificate Principal
Balance
of the Class A Certificates immediately prior to such Distribution Date over
(y)
the lesser of (A) the product of (i) 88.60% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and
(B)
the excess, if any, of (i) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving
effect
to scheduled payments of principal due during the related Due Period, to
the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) over (ii) 0.50% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date.
“Servicing
Account”: The account or accounts created and maintained pursuant to Section
3.09.
“Servicing
Advances”: The reasonable “out-of-pocket” costs and expenses incurred by the
Master Servicer in connection with a default, delinquency or other unanticipated
event by the Master Servicer in the performance of its servicing obligations,
including, but not limited to, the cost of (i) the preservation, restoration
and
protection of a Mortgaged Property, (ii) any enforcement or judicial
proceedings, including foreclosures, in respect of a particular Mortgage
Loan,
including any expenses incurred in relation to any such proceedings that
result
from the Mortgage Loan being registered on the MERS System, (iii) the management
(including reasonable fees in connection therewith) and liquidation of any
REO
Property, and (iv) the performance of its obligations under Section 3.01,
Section 3.09, Section 3.13, Section 3.14, Section 3.16 and Section 3.23.
The
Master Servicer shall not be required to make any Servicing Advance in respect
of a Mortgage Loan or REO Property that, in the good faith business judgment
of
the Master Servicer, would not be ultimately recoverable from related Insurance
Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property as
provided herein.
“Servicing
Fee”: With respect to each Mortgage Loan and for any calendar month, an amount
equal to one month’s interest (or in the event of any payment of interest which
accompanies a Principal Prepayment in full made by the Mortgagor during such
calendar month, interest for the number of days covered by such payment of
interest) at the applicable Servicing Fee Rate on the same principal amount
on
which interest on such Mortgage Loan accrues for such calendar month. A portion
of such Servicing Fee may be retained by any Sub-Servicer as its servicing
compensation.
“Servicing
Fee Rate”: The
Servicing Fee Rate on the Mortgage Loans will range from 0.175% per annum
to
0.375% per annum; and the Servicing Fee Rate on certain Mortgage Loans serviced
by Countrywide Servicing will step-up from 0.250% to 0.375% per annum on
the
initial Adjustment Date. The Servicing Fee Rate for each Mortgage Loan shall
be
as indicated in the Mortgage Loan Schedule.
“Servicing
Officer”: Any employee of the Master Servicer involved in, or responsible for,
the administration and servicing of the Mortgage Loans, whose name appear
on a
list of Servicing Officers furnished by the Master Servicer to the Trustee,
the
Trust Administrator and the Depositor on the Closing Date, as such list may
from
time to time be amended.
“Significance
Percentage”: With respect to the Interest Rate Cap Agreement, the percentage
equivalent of a fraction, the numerator of which is (I) the present value
(such
calculation of present value using the two-year swaps rate made available
at
Bloomberg Financial Markets, L.P.) of the aggregate amount payable under
the
Interest Rate Cap Agreement (assuming that one-month LIBOR for each remaining
Calculation Period (as defined in the Interest Rate Cap Agreement) beginning
with the Calculation Period immediately following the related Distribution
Date
is equal to the sum of (a) the one-month LIBOR rate for each remaining
Calculation Period made available at Bloomberg Financial Markets, L.P. by
taking
the following steps: (1) typing in the following keystrokes: fwcv <go>, us
<go>, 3 <go>; (2) the Forwards shall be set to “Mo”; (3) the
Intervals shall be set to “Mo”; and (4) the Points shall be set to equal the
remaining term of the Interest Rate Cap Agreement in months and the Trust
Administrator shall click <go> (provided that the Depositor shall notify
the Trust Administrator in writing of any changes to such keystrokes), (b)
the
percentage equivalent of a fraction, the numerator of which is 2.00% and
the
denominator of which is the initial number of Distribution Dates on which
the
Paying Agent is entitled to receive payments under the Interest Rate Cap
Agreement (the “Add-On Amount”) and (c) the Add-On Amount for each previous
period) and the denominator of which is (II) the aggregate Certificate Principal
Balance of the Offered Certificates on such Distribution Date (after giving
effect to all distributions on such Distribution Date).
“Silver
State Mortgage Loans”: The Mortgage Loans originated by Silver State Mortgage.
“Single
Certificate”: With respect to any Class of Certificates (other than any Class of
Residual Certificates), a hypothetical Certificate of such Class evidencing
a
Percentage Interest for such Class corresponding to an initial Certificate
Principal Balance or initial Notional Amount, as applicable, of $1,000. With
respect to the Residual Certificates, a hypothetical Certificate of such
Class
evidencing a 20% Percentage Interest in such Class.
“Sponsor”:
Citigroup Global Markets Realty Corp., or its successor in interest.
“S&P”:
Standard & Poor’s Ratings Services, a division of the XxXxxx-Xxxx Companies,
Inc., or its successor in interest.
“Startup
Day”: With respect to any Trust REMIC, the day designated as such pursuant to
Section 10.01(b) hereof.
“Stated
Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of
determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
would be distributed, the Scheduled Principal Balance of such Mortgage Loan
as
of the Cut-off Date, as shown in the Mortgage Loan Schedule, minus the sum
of
(i) the principal portion of each Monthly Payment due on a Due Date subsequent
to the Cut-off Date, to the extent received from the Mortgagor or advanced
by
the Master Servicer and distributed pursuant to Section 4.01 on or before
such
date of determination, (ii) all Principal Prepayments received after the
Cut-off
Date, to the extent distributed pursuant to Section 4.01 on or before such
date
of determination, (iii) all Liquidation Proceeds and Insurance Proceeds applied
by the Master Servicer as recoveries of principal in accordance with the
provisions of Section 3.16, to the extent distributed pursuant to Section
4.01
on or before such date of determination, and (iv) any Realized Loss incurred
with respect thereto as a result of a Deficient Valuation made during or
prior
to the Prepayment Period for the most recent Distribution Date coinciding
with
or preceding such date of determination; and (b) as of any date of determination
coinciding with or subsequent to the Distribution Date on which the proceeds,
if
any, of a Liquidation Event with respect to such Mortgage Loan would be
distributed, zero. With respect to any REO Property: (a) as of any date of
determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such REO Property
would
be distributed, an amount (not less than zero) equal to the Stated Principal
Balance of the related Mortgage Loan as of the date on which such REO Property
was acquired on behalf of the Trust Fund, minus, the principal portion of
Monthly Payments that would have become due on such related Mortgage Loan
after
such REO Property was acquired if such Mortgage Loan had not been converted
to
an REO Property, to the extent advanced by the Master Servicer and distributed
pursuant to Section 4.01 on or before such date of determination; and (b)
as of
any date of determination coinciding with or subsequent to the Distribution
Date
on which the proceeds, if any, of a Liquidation Event with respect to such
REO
Property would be distributed, zero.
“Stayed
Funds”: If the Master Servicer is the subject of a proceeding under the federal
Bankruptcy Code and the making of a any payment required to be made under
the
terms of the Certificates and this Agreement is prohibited by Section 362
of the
federal Bankruptcy Code, funds which are in the custody of the Master Servicer,
a trustee in bankruptcy or a federal bankruptcy court and should have been
the
subject of such Remittance absent such prohibition.
“Stepdown
Date”: The earlier to occur of (i) the Distribution Date immediately following
the Distribution Date on which the aggregate Certificate Principal Balance
of
the Class A Certificates has been reduced to zero and (ii) the later to occur
of
(a) the Distribution Date occurring in February 2010 and (b) the first
Distribution Date on which the Senior Enhancement Percentage (calculated
for
this purpose only after taking into account distributions of principal on
the
Mortgage Loans but prior to any distribution of the Principal Distribution
Amount to the Certificates then entitled to distributions of principal on
such
Distribution Date) is equal to or greater than 11.40%.
“Subordinate
Certificates”: The Mezzanine Certificates and the Class CE
Certificates.
“Sub-Servicer”:
Any Person (i) with which the Master Servicer has entered into a Sub-Servicing
Agreement and which meets the qualifications of a Sub-Servicer pursuant to
Section 3.02 or (ii) in the case of each Initial Sub-Servicing Agreement,
the
related servicer thereunder.
“Sub-Servicing
Account”: An account established by a Sub-Servicer which meets the requirements
set forth in Section 3.08 and is otherwise acceptable to the Master
Servicer.
“Sub-Servicing
Agreement”: Either (i) the written contract between the Master Servicer and a
Sub-Servicer relating to servicing and administration of certain Mortgage
Loans
as provided in Section 3.02 or (ii) any Initial Sub Servicing
Agreement.
“Subsequent
Recoveries”: As of any Distribution Date, amounts received by the Trust
Fund
(net of any related expenses permitted to be reimbursed to the related
Sub-Servicer or the Master Servicer from such amounts under the related
Sub-Servicing Agreement or hereunder) specifically related to a Mortgage
Loan
that was the subject of a liquidation or an REO Disposition prior to the
related
Prepayment Period that resulted in a Realized Loss.
“Substitution
Shortfall Amount”: As defined in Section 2.03 hereof.
“SunTrust”:
SunTrust Mortgage, Inc., or its successor in interest.
“SunTrust
Mortgage Loans”: The Mortgage Loans originated by SunTrust.
“Tax
Returns”: The federal income tax return on Internal Revenue Service Form 1066,
U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on
behalf of any Trust REMIC due to its classification as a REMIC under the
REMIC
Provisions, together with any and all other information reports or returns
that
may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under
any
applicable provisions of federal, state or local tax laws.
“TBW
Mortgage Loans”: The Mortgage Loans originated by Xxxxxx, Bean & Xxxxxxxx
Mortgage Corp.
“Telerate
Page 3750”: The display designated as page “3750” on the Dow Xxxxx Telerate
Capital Markets Report (or such other page as may replace page 3750 on that
report for the purpose of displaying London interbank offered rates of major
banks).
“Termination
Price”: As defined in Section 9.01.
“Terminator”:
With respect to the termination of REMIC I the Seller (provided that the
Seller
may at any time sell, assign or otherwise dispose of its right to be Terminator
of REMIC I).
“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form
of
assignment of any Ownership Interest in a Certificate.
“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a
Certificate.
“Transferor”:
Any Person who is disposing by Transfer of any Ownership Interest in a
Certificate.
“Trigger
Event”: A Trigger Event is in effect on any Distribution Date on or after the
Stepdown Date if:
(a) the
Delinquency Percentage exceeds 40% of the Senior Enhancement Percentage for
the
prior Distribution Date; or
(b) the
aggregate amount of Realized Losses incurred since the Cut-off Date through
the
last day of the related Prepayment Period (reduced by the aggregate amount
of
Subsequent Recoveries received since the Cut-off Date through the last day
of
the related Prepayment Period) divided by aggregate Stated Principal Balance
of
the Mortgage Loans as of the Cut-off Date exceeds the applicable percentages
set
forth below with respect to such Distribution Date:
|
Distribution
Date Occurring In
|
Percentage
|
|
February
2009 through January 2010
|
0.20%
|
|
February
2010 through January 2011
|
0.50%
|
|
February
2011 through January 2012
|
0.85%
|
|
February
2012 through January 2013
|
1.20%
|
|
February
2013 and thereafter
|
1.45%
|
“Trust
Administrator”: CitiMortgage, Inc., or its successor in interest, or any
successor trust administrator appointed as herein provided.
“Trust
Fund”: Collectively, all of the assets of each REMIC, the Net WAC Rate Carryover
Reserve Account, distributions made to the Paying Agent by the Cap Administrator
under the Cap Administration Agreement and the Cap Account.
“Trustee”:
U.S. Bank National Association, or its successor in interest, or any successor
trustee appointed as herein provided.
“Trust
REMIC”: Each of REMIC I and REMIC II.
“Uncertificated
Balance”: The amount of any REMIC Regular Interest outstanding as of any date of
determination. As of the Closing Date, the Uncertificated Balance of each
REMIC
Regular Interest shall equal the amount set forth in the Preliminary Statement
hereto as its initial Uncertificated Balance. On each Distribution Date,
the
Uncertificated Balance of each REMIC Regular Interest shall be reduced by
all
distributions of principal made on such REMIC Regular Interest on such
Distribution Date pursuant to Section 4.01 and, if and to the extent necessary
and appropriate, shall be further reduced on such Distribution Date by Realized
Losses as provided in Section 4.04. The Uncertificated Balance of REMIC I
Regular Interest LTZZ shall be increased by interest deferrals as provided
in
Section 4.01.
“Uncertificated
Interest”: With respect to any REMIC Regular Interest for any Distribution Date,
one month’s interest at the related REMIC Remittance Rate applicable to such
REMIC Regular Interest for such Distribution Date, accrued on the Uncertificated
Balance thereof immediately prior to such Distribution Date. Uncertificated
Interest in respect of any REMIC Regular Interest shall accrue on the basis
of a
360-day year consisting of twelve 30-day months. Uncertificated Interest
with
respect to each Distribution Date, as to any such REMIC Regular Interest,
shall
be reduced by an amount equal to the sum of (a) the aggregate Prepayment
Interest Shortfall, if any, for such Distribution Date to the extent not
covered
by payments pursuant to Section 3.24 and (b) the aggregate amount of any
Relief
Act Interest Shortfall, if any allocated, in each case, to such REMIC Regular
Interest pursuant to Section 1.02. In addition, Uncertificated Interest with
respect to each Distribution Date, as to any REMIC Regular Interest shall
be
reduced by Realized Losses, if any, allocated to such REMIC Regular Interest
pursuant to Section 1.02 and Section 4.04.
“Uninsured
Cause”: Any cause of damage to a Mortgaged Property such that the complete
restoration of such property is not fully reimbursable by the hazard insurance
policies required to be maintained pursuant to Section 3.14.
“United
States Person”: A citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of,
the
United States, any State thereof or the District of Columbia (except, in
the
case of a partnership, to the extent provided in regulations); provided that,
for purposes solely of the restrictions on the transfer of the Class R
Certificates, no partnership or other entity treated as a partnership for
United
States federal income tax purposes shall be treated as a United States Person
unless all persons that own an interest in such partnership either directly
or
through any entity that is not a corporation for United States federal income
tax purposes are required by the applicable operative agreement to be United
States Persons, or an estate whose income is subject to United States federal
income tax regardless of its source, or a trust if a court within the United
States is able to exercise primary supervision over the administration of
the
trust and one or more United States Persons have the authority to control
all
substantial decisions of the trust. To the extent prescribed in regulations
by
the Secretary of the Treasury, a trust which was in existence on August 20,
1996
(other than a trust treated as owned by the grantor under subpart E of part
I of
subchapter J of chapter 1 of the Code), and which was treated as a United
States
person on August 20, 1996 may elect to continue to be treated as a United
States
person notwithstanding the previous sentence. The term “United States” shall
have the meaning set forth in Section 7701 of the Code.
“Value”:
With respect to any Mortgaged Property, the value thereof as determined by
an
appraisal made for the originator of the Mortgage Loan at the time of
origination of the Mortgage Loan or such other value assigned to such Mortgaged
Property by the originator at the time of origination of the Mortgage
Loan.
“Voting
Rights”: The
portion of the voting rights of all of the Certificates which is allocated
to
any Certificate.
At all
times during the term of this Agreement, (i) 99% of all of the Voting Rights
shall be allocated to the Holders of the related Classes of Regular Certificates
in proportion to their then outstanding Certificate Principal Balances and
(ii)
1% of all Voting Rights will be allocated among the Holders of the related
Residual Certificates. All Voting Rights allocated to any Holders of any
Class
of Certificates shall be allocated among the Holders of the Certificates
of such
Class pro
rata
in
accordance with the respective Percentage Interests evidenced thereby.
“Weichert
Mortgage Loans”: The Mortgage Loans originated by Weichert Financial
Services.
“Xxxxx
Fargo”: Xxxxx Fargo Bank, N.A., as successor in interest to Xxxxx Fargo Home
Mortgage, Inc., or
its
successor in interest.
“Xxxxx
Fargo Mortgage Loans”: The Mortgage Loans originated by Xxxxx
Fargo.
| SECTION 1.02 |
Allocation
of Certain Interest Shortfalls.
|
The
aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Master Servicer pursuant to Section 3.24) and
any
Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans
for any
Distribution Date shall be allocated first, to the Class CE Certificates
based
on, and to the extent of, one month’s interest at the then applicable Pass
Through Rate on the Notional Amount of the Class CE Certificates and,
thereafter, among the Offered Certificates on a pro
rata
basis
based on, and to the extent of one month’s interest at the then applicable
respective Pass Through Rate on the respective Certificate Principal Balances
of
such Certificates immediately prior to such Distribution Date.
For
purposes of calculating the amount of Uncertificated Interest for the REMIC
I
Regular Interests for any Distribution Date, the aggregate amount of any
Prepayment Interest Shortfalls (to the extent not covered by payments by
the
Servicer pursuant to Section 3.24) and any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date shall
be
allocated among REMIC I Regular Interest LTAA, REMIC I Regular Interest LTA1,
REMIC I Regular Interest LTA2, REMIC I Regular Interest LTA3, REMIC I Regular
Interest LTA4, REMIC I Regular Interest LTM1, REMIC I Regular Interest LTM2,
REMIC I Regular Interest LTM3, REMIC I Regular Interest LTM4 and REMIC I
Regular
Interest LTZZ pro
rata
based
on, and to the extent of, one month’s interest at the then applicable respective
REMIC I Remittance Rate on the respective Uncertificated Balance of each
such
REMIC I Regular Interest.
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS;
ORIGINAL
ISSUANCE OF CERTIFICATES
| SECTION 2.01 |
Conveyance
of Mortgage Loans.
|
The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey to the Trustee without recourse
for the benefit of the Certificateholders all the right, title and interest
of
the Depositor, including any security interest therein for the benefit of
the
Depositor, in and to the Mortgage Loans identified on the Mortgage Loan
Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement
(except Section 18 thereof), and all other assets included or to be included
in
REMIC I. Such assignment includes all interest and principal received by
the
Depositor or the Master Servicer on or with respect to the Mortgage Loans
(other
than payments of principal and interest due on such Mortgage Loans on or
before
the Cut-off Date). The Depositor herewith delivers to the Trustee an executed
copy of the Mortgage Loan Purchase Agreement, and the Trustee, on behalf
of the
Certificateholders, acknowledges receipt of the same.
In
connection with such transfer and assignment, the Depositor does hereby deliver
to, and deposit with, the Trustee or a Custodian on its behalf, the following
documents or instruments (a “Mortgage File”) with respect to each Mortgage Loan
so transferred and assigned:
(i) The
Mortgage Note, endorsed by manual or facsimile signature without recourse
by the
Originator or an Affiliate of the Originator in blank or to the Trustee showing
a complete chain of endorsements from the named payee to the Trustee or from
the
named payee to the Affiliate of the Originator and from such Affiliate to
the
Trustee;
(ii) The
original recorded 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 thereon or a copy of the Mortgage
certified by the public recording office in those jurisdictions where the
public
recording office retains the original;
(iii) Unless
the Mortgage Loan is registered on the MERS® System, an assignment to the
Trustee in recordable form of the Mortgage which may be included, where
permitted by local law, in a blanket assignment or assignments of the Mortgage
to the Trustee, including any intervening assignments and showing a complete
chain of title from the original mortgagee named under the Mortgage to the
Person assigning the Mortgage Loan to the Trustee (or to MERS, noting the
presence of the MIN, if the Mortgage Loan is registered on the MERS®
System);
(iv) Any
original assumption, modification, buydown or conversion-to- fixed-interest-rate
agreement applicable to the Mortgage Loan;
(v) With
respect to any Mortgage Loan listed on the Mortgage Loan Schedule as subject
to
a Primary Mortgage Insurance Policy, the original Primary Mortgage Insurance
Policy or certificate or a copy thereof; and
(vi) The
original or a copy of the title insurance policy (which may be a certificate
or
a short form policy relating to a master policy of title insurance) pertaining
to the Mortgaged Property, or in the event such original title policy is
unavailable, a copy of the preliminary title report and the lender’s recording
instructions, with the original to be delivered within 180 days of the Closing
Date or an attorney’s opinion of title in jurisdictions where such is the
customary evidence of title.
In
instances where an original recorded Mortgage cannot be delivered by the
Depositor to the Trustee (or a Custodian on behalf of the Trustee) prior
to or
concurrently with the execution and delivery of this Agreement, due to a
delay
in connection with the recording of such Mortgage, the Depositor may, (a)
in
lieu of delivering such original recorded Mortgage referred to in clause
(ii)
above, deliver to the Trustee (or a Custodian on behalf of the Trustee) a
copy
thereof, provided that the Depositor certifies that the original Mortgage
has
been delivered to a title insurance company for recordation after receipt
of its
policy of title insurance or binder therefor (which may be a certificate
relating to a master policy of title insurance), and (b) in lieu of delivering
the completed assignment in recordable form referred to in clause (iii) above
to
the Trustee (or a Custodian on behalf of the Trustee), deliver such assignment
to the Trustee (or a Custodian on behalf of the Trustee) completed except
for
recording information. In all such instances, the Depositor will deliver
the
original recorded Mortgage and completed assignment (if applicable) to the
Trustee (or a Custodian on behalf of the Trustee) promptly upon receipt of
such
Mortgage. In instances where an original recorded Mortgage has been lost
or
misplaced, the Depositor or the related title insurance company may deliver,
in
lieu of such Mortgage, a copy of such Mortgage bearing recordation information
and certified as true and correct by the office in which recordation thereof
was
made. In instances where the original or a copy of the title insurance policy
referred to in clause (vi) above (which may be a certificate relating to
a
master policy of title insurance) pertaining to the Mortgaged Property relating
to a Mortgage Loan cannot be delivered by the Depositor to the Trustee (or
a
Custodian on behalf of the Trustee) prior to or concurrently with the execution
and delivery of this Agreement because such policy is not yet available,
the
Depositor may, in lieu of delivering the original or a copy of such title
insurance referred to in clause (vi) above, deliver to the Trustee (or a
Custodian on behalf of the Trustee) a binder with respect to such policy
(which
may be a certificate relating to a master policy of title insurance) and
deliver
the original or a copy of such policy (which may be a certificate relating
to a
master policy of title insurance) to the Trustee (or a Custodian on behalf
of
the Trustee) within 180 days of the Closing Date, in instances where an original
assumption, modification, buydown or conversion-to-fixed-interest-rate agreement
cannot be delivered by the Depositor to the Trustee (or a Custodian on behalf
of
the Trustee) prior to or concurrently with the execution and delivery of
this
Agreement, the Depositor may, in lieu of delivering the original of such
agreement referred to in clause (iv) above, deliver a certified copy
thereof.
To
the
extent not already recorded, except with respect to any Mortgage Loan for
which
MERS is identified on the Mortgage or on a properly recorded assignment of
the
Mortgage as the mortgagee of record, the Master Servicer, at the expense
of the
Seller shall promptly (and in no event later than five Business Days following
the later of the Closing Date and the date of receipt by the Master Servicer
of
the recording information for a Mortgage) submit or cause to be submitted
for
recording, at no expense to any Trust REMIC, in the appropriate public office
for real property records, each Assignment delivered to it pursuant to (iii)
above. In the event that any such Assignment is lost or returned unrecorded
because of a defect therein, the Master Servicer, at the expense of the Seller,
shall promptly prepare or cause to be prepared a substitute Assignment or
cure
or cause to be cured such defect, as the case may be, and thereafter cause
each
such Assignment to be duly recorded. Notwithstanding the foregoing, but without
limiting the requirement that such Assignments be in recordable form, neither
the Master Servicer nor the Trustee shall be required to submit or cause
to be
submitted for recording any Assignment delivered to it or a Custodian pursuant
to (iii) above if such recordation shall not, as of the Closing Date, be
required by the Rating Agencies, as a condition to their assignment on the
Closing Date of their initial ratings to the Certificates, as evidenced by
the
delivery by the Rating Agencies of their ratings letters on the Closing Date;
provided, however, notwithstanding the foregoing, the Master Servicer shall
submit each Assignment for recording, at no expense to the Trust Fund or
the
Master Servicer, upon the earliest to occur of: (A) reasonable direction
by
Holders of Certificates entitled to at least 25% of the Voting Rights, (B)
the
occurrence of a Master Servicer Event of Termination, (C) the occurrence
of a
bankruptcy, insolvency or foreclosure relating to the Seller, (D) the occurrence
of a servicing transfer as described in Section 7.02 of this Agreement and
(E)
with respect to any one Assignment the occurrence of a foreclosure relating
to
the Mortgagor under the related Mortgage. Notwithstanding the foregoing,
if the
Seller fails to pay the cost of recording the Assignments, such expense will
be
paid by the Master Servicer and the Master Servicer shall be reimbursed for
such
expenses by the Trust as set forth herein.
In
connection with the assignment of any Mortgage Loan registered on the MERS
System, the Depositor further agrees that it will cause, within 30 Business
Days
after the Closing Date, the MERS System to indicate that such Mortgage Loans
have been assigned by the Depositor to the Trustee in accordance with this
Agreement for the benefit of the Certificateholders by including in such
computer files (a) the code in the field which identifies the specific Trustee
and (b) the code in the field “Pool Field” which identifies the series of the
Certificates issued in connection with such Mortgage Loans. The Depositor
further agrees that it will not, and will not permit the Master Servicer
to, and
the Master Servicer agrees that it will not and will not permit a Sub-Servicer
to, alter the codes referenced in this paragraph with respect to any Mortgage
Loan during the term of this Agreement unless and until such Mortgage Loan
is
repurchased in accordance with the terms of this Agreement.
With
respect to a maximum of approximately 5.00% of the Original Mortgage Loans,
by
outstanding principal balance of the Original Mortgage Loans as of the Cut-off
Date, if any original Mortgage Note referred to in (i) above cannot be located,
the obligations of the Depositor to deliver such documents shall be deemed
to be
satisfied upon delivery to the Trustee (or a Custodian on behalf of the Trustee)
of a photocopy of such Mortgage Note, if available, with a lost note affidavit.
If any of the original Mortgage Notes for which a lost note affidavit was
delivered to the Trustee (or a Custodian on behalf of the Trustee) is
subsequently located, such original Mortgage Note shall be delivered to the
Trustee (or a Custodian on behalf of the Trustee) within three Business
Days.
The
Depositor shall deliver or cause to be delivered to the Trustee (or a Custodian
on behalf of the Trustee) promptly upon receipt thereof any other original
documents constituting a part of a Mortgage File received with respect to
any
Mortgage Loan, including, but not limited to, any original documents evidencing
an assumption, modification, consolidation or extension of any Mortgage
Loan.
All
original documents relating to the Mortgage Loans that are not delivered
to the
Trustee (or a Custodian on behalf of the Trustee) are and shall be held by
or on
behalf of the Seller, the Depositor or the Master Servicer, as the case may
be,
in trust for the benefit of the Trustee on behalf of the Certificateholders. In
the event that any such original document is required pursuant to the terms
of
this Section to be a part of a Mortgage File, such document shall be delivered
promptly to the Trustee (or a Custodian on behalf of the Trustee). Any such
original document delivered to or held by the Depositor that is not required
pursuant to the terms of this Section to be a part of a Mortgage File, shall
be
delivered promptly to the Master Servicer.
Wherever
it is provided in this Section 2.01 that any document, evidence or information
relating to a Mortgage Loan be delivered or supplied to the Trustee, the
Depositor shall do so by delivery thereof to the Trustee or Custodian on
behalf
of the Trustee.
It
is
agreed and understood by the parties hereto that it is not intended that
any
Mortgage Loan to be included in the Trust Fund be (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 Loan Practices Act effective November 7,
2004
or (iv) a “High Cost Home Loan” as defined in the Indiana Home Loan Practices
Act effective January 1, 2005. It is agreed and understood by the parties
hereto
that it is not intended that any Mortgage Loan to be included in the Trust
Fund
not comply in all material respects with applicable local, state and federal
laws, including, but not limited to, all applicable predatory and abusive
lending laws.
| SECTION 2.02 |
Acceptance
of the Trust Fund by the Trustee.
|
Subject
to the provisions of Section 2.01 and subject to any exceptions noted on
an
exception report delivered by or on behalf of the Trustee, the Trustee
acknowledges receipt of the documents referred to in Section 2.01 (other
than
such documents described in Section 2.01(iv)) and all other assets included
in
the definition of “Trust Fund” and declares that it holds and will hold such
documents and the other documents delivered to it constituting the Mortgage
File, and that it holds or will hold all such assets and such other assets
included in the definition of “Trust Fund” in trust for the exclusive use and
benefit of all present and future Certificateholders.
The
Trustee, by execution and delivery hereof, acknowledges receipt, subject
to the
review described in the succeeding sentence, of the documents and other property
referred to in Section 2.01 and declares that the Trustee (or a Custodian
on
behalf of the Trustee) holds and will hold such documents and other property,
including property yet to be received in the Trust Fund, in trust, upon the
trusts herein set forth, for the benefit of all present and future
Certificateholders. The Trustee or a Custodian on its behalf shall, for the
benefit of the Trustee and the Certificateholders, review each Mortgage File
within 90 days after execution and delivery of this Agreement, to ascertain
that
all required documents have been executed, received and recorded, if applicable,
and that such documents relate to the Mortgage Loans. If in the course of
such
review the Trustee or a Custodian on its behalf finds a document or documents
constituting a part of a Mortgage File to be defective in any material respect,
the Trustee or a Custodian on its behalf shall promptly so notify the Depositor,
the Trust Administrator, the Paying Agent, the Seller, the Master Servicer
and,
if such notice is from a Custodian on the Trustee’s behalf, the Trustee. In
addition, upon the discovery by the Depositor, the Master Servicer, the Trust
Administrator, the Paying Agent or the Trustee of a breach of any of the
representations and warranties made by the Seller in the Mortgage Loan Purchase
Agreement in respect of any Mortgage Loan which materially adversely affects
such Mortgage Loan or the interests of the related Certificateholders in
such
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties.
The
Depositor and the Trustee intend that the assignment and transfer herein
contemplated constitute a sale of the Mortgage Loans, the related Mortgage
Notes
and the related documents, conveying good title thereto free and clear of
any
liens and encumbrances, from the Depositor to the Trustee in trust for the
benefit of the Certificateholders and that such property not be part of the
Depositor’s estate or property of the Depositor in the event of any insolvency
by the Depositor. In the event that such conveyance is deemed to be, or to
be
made as security for, a loan, the parties intend that the Depositor shall
be
deemed to have granted and does hereby grant to the Trustee a first priority
perfected security interest in all of the Depositor’s right, title and interest
in and to the Mortgage Loans, the related Mortgage Notes and the related
documents, and that this Agreement shall constitute a security agreement
under
applicable law.
The
Trustee may, concurrently with the execution and delivery hereof or at any
time
thereafter, enter into a custodial agreement with a Custodian pursuant to
which
the Trustee appoints a Custodian to hold the Mortgage Files on behalf of
the
Trustee for the benefit of the Trustee and all present and future
Certificateholders, which may provide that the Custodian shall, on behalf
of the
Trustee, conduct the review of each Mortgage File required under the first
paragraph of this Section 2.02. Initially, Citibank, N.A., is appointed as
Custodian with respect to the Mortgage Files of all the Mortgage Loans and,
notwithstanding anything to the contrary herein, it is understood that such
initial Custodian shall be responsible for the review contemplated in the
second
paragraph of this Section 2.02 and for all other functions relating to the
receipt, review, reporting and certification provided for herein with respect
to
the Mortgage Files (other than ownership thereof for the benefit of the
Certificateholders and related duties and obligations set forth herein).
| SECTION 2.03 |
Repurchase
or Substitution of Mortgage Loans by the Seller or the
Depositor.
|
(a) Upon
discovery or receipt of notice by the Depositor, the Master Servicer, the
Trust
Administrator or the Trustee of any materially defective document in, or
that a
document is missing from, a Mortgage File or of the breach by the Seller
of any
representation, warranty or covenant under the Mortgage Loan Purchase Agreement
in respect of any Mortgage Loan which materially adversely affects the value
of
such Mortgage Loan or the interest therein of the Certificateholders, the
party
so discovering or receiving notice shall promptly notify the other parties
to
this Agreement, and the Trustee thereupon shall promptly notify the Seller
of
such defect, missing document or breach and request that the Seller deliver
such
missing document or cure such defect or breach within 90 days from the date
the
Seller was notified of such missing document, defect or breach, and if the
Seller does not deliver such missing document or cure such defect or breach
in
all material respects during such period, the Trustee shall enforce the
obligations of the Seller under the Mortgage Loan Purchase Agreement (i)
to
repurchase such Mortgage Loan from REMIC I at the Purchase Price within 90
days
after the date on which the Seller was notified (subject to Section 2.03(e))
of
such missing document, defect or breach, and (ii) to indemnify the Trust
Fund in
respect of such missing document, defect or breach, in the case of each of
(i)
and (ii), if and to the extent that the Seller is obligated to do so under
the
Mortgage Loan Purchase Agreement. The Purchase Price for the repurchased
Mortgage Loan and any indemnification shall be remitted by the Seller to
the
Master Servicer for deposit into the Collection Account, and the Trust
Administrator, upon receipt of written notice from the Master Servicer of
such
deposit, shall give written notice to the Trustee that such deposit has taken
place and the Trustee shall release (or cause a Custodian to release on its
behalf) to the Seller the related Mortgage File, and
the
Trustee and the Trust Administrator shall execute and deliver such instruments
of transfer or assignment, in each case without recourse, as the Seller shall
furnish to it and as shall be necessary to vest in the Seller any Mortgage
Loan
released pursuant hereto, and the Trustee and the Trust Administrator shall
have
no further responsibility with regard to such Mortgage File. In
furtherance of the foregoing, if the Seller is not a member of MERS and
repurchases a Mortgage Loan which is registered on the MERS System, the Seller
pursuant to the Mortgage Loan Purchase Agreement at its own expense and without
any right of reimbursement, shall cause MERS to execute and deliver an
assignment of the Mortgage in recordable form to transfer the Mortgage from
MERS
to the Seller and shall cause such Mortgage to be removed from registration
on
the MERS System in accordance with MERS rules and regulations. In lieu of
repurchasing any such Mortgage Loan as provided above, if so provided in
the
Mortgage Loan Purchase Agreement the Seller may cause such Mortgage Loan
to be
removed from REMIC I (in which case it shall become a Deleted Mortgage Loan)
and
substitute one or more Qualified Substitute Mortgage Loans in the manner
and
subject to the limitations set forth in Section 2.03(d). It is understood
and
agreed that the obligation of the Seller to cure or to repurchase (or to
substitute for) any Mortgage Loan as to which a document is missing, a material
defect in a constituent document exists or as to which such a breach has
occurred and is continuing, and if and to the extent provided in the Mortgage
Loan Purchase Agreement to perform any applicable indemnification obligations
with respect to any such omission, defect or breach, as provided in the Mortgage
Loan Purchase Agreement, shall constitute the only remedies respecting such
omission, defect or breach available to the Trustee or the Trust Administrator
on behalf of the Certificateholders.
(b) Reserved.
(c) Within
90
days of the earlier of discovery by the Master Servicer or receipt of notice
by
the Master Servicer of the breach of any representation, warranty or covenant
of
the Master Servicer set forth in Section 2.05 which materially and adversely
affects the interests of the Certificateholders in any Mortgage Loan, the
Master
Servicer shall cure such breach in all material respects.
(d) Any
substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage
Loans
made pursuant to Section 2.03(a) must be effected prior to the date which
is two
years after the Startup Day for REMIC I.
As
to any
Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute
Mortgage Loan or Loans, such substitution shall be effected by the Seller
delivering to the Trustee (or to a Custodian on behalf of the Trustee, as
applicable), for such Qualified Substitute Mortgage Loan or Loans, the Mortgage
Note, the Mortgage, the Assignment in blank or to the Trustee, and such other
documents and agreements, with all necessary endorsements thereon, as are
required by Section 2.01, together with an Officers’ Certificate providing that
each such Qualified Substitute Mortgage Loan satisfies the definition thereof
and specifying the Substitution Shortfall Amount (as described below), if
any,
in connection with such substitution. A Custodian on its behalf and on behalf
of
the Trustee shall, for the benefit of the Certificateholders, review each
Mortgage File within 90 days after execution and delivery of this Agreement,
to
ascertain that all required documents have been executed, received and recorded,
if applicable, and that such documents relate to the Mortgage Loans. If in
the
course of such review the Trustee or a Custodian on its behalf finds a document
or documents constituting a part of a Mortgage File to be defective in any
material respect, the Trustee or a Custodian on its behalf shall promptly
so
notify the Depositor, the Trust Administrator, the Seller and the Master
Servicer. Monthly Payments due with respect to Qualified Substitute Mortgage
Loans in the month of substitution are not part of the Trust Fund and will
be
retained by the Seller. For the month of substitution, distributions to
Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage
Loan on or before the Due Date in the month of substitution, and the Seller
shall thereafter be entitled to retain all amounts subsequently received
in
respect of such Deleted Mortgage Loan. The Trust Administrator shall give
or
cause to be given written notice to the Trustee and the Certificateholders
that
such substitution has taken place, and the Trust Administrator shall amend
or
cause the Custodian to amend the Mortgage Loan Schedule to reflect the removal
of such Deleted Mortgage Loan from the terms of this Agreement and the
substitution of the Qualified Substitute Mortgage Loan or Loans and, upon
receipt thereof, shall deliver a copy of such amended Mortgage Loan Schedule
to
the Master Servicer. Upon such substitution, such Qualified Substitute Mortgage
Loan or Loans shall constitute part of the Mortgage Pool and shall be subject
in
all respects to the terms of this Agreement and the Mortgage Loan Purchase
Agreement (including all applicable representations and warranties thereof
included in the Mortgage Loan Purchase Agreement), in each case as of the
date
of substitution.
For
any
month in which the Seller substitutes one or more Qualified Substitute Mortgage
Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine
the amount (the “Substitution Shortfall Amount”), if any, by which the aggregate
Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate of,
as
to each such Qualified Substitute Mortgage Loan, the Scheduled Principal
Balance
thereof as of the date of substitution, together with one month’s interest on
such Scheduled Principal Balance at the applicable Mortgage Loan Remittance
Rate. On the date of such substitution, the Trustee will monitor the obligation
of the Seller to deliver or cause to be delivered, and shall request that
such
delivery be to the Master Servicer for deposit in the Collection Account,
an
amount equal to the Substitution Shortfall Amount, if any, and the Trustee
(or a
Custodian on behalf of the Trustee, as applicable), upon receipt of the related
Qualified Substitute Mortgage Loan or Loans and written notice given by the
Master Servicer of such deposit, shall release to the Seller the related
Mortgage File or Files and the Trustee and the Trust Administrator shall
execute
and deliver such instruments of transfer or assignment, in each case without
recourse, as the Seller shall deliver to it and as shall be necessary to
vest
therein any Deleted Mortgage Loan released pursuant hereto.
In
addition, the Seller shall obtain at its own expense and deliver to the Trustee
and the Trust Administrator an Opinion of Counsel to the effect that such
substitution will not cause (a) any federal tax to be imposed on any Trust
REMIC, including without limitation, any federal tax imposed on “prohibited
transactions” under Section 860F(a)(1) of the Code or on “contributions after
the startup date” under Section 860G(d)(1) of the Code, or (b) any Trust REMIC
to fail to qualify as a REMIC at any time that any Certificate is
outstanding.
(e) Upon
discovery by the Depositor, the Master Servicer, the Trust Administrator
or the
Trustee that any Mortgage Loan does not constitute a “qualified mortgage” within
the meaning of Section 860G(a)(3) of the Code, the party discovering such
fact
shall within two Business Days give written notice thereof to the other parties
to this Agreement, and the Trustee shall give written notice thereof to the
Seller. In connection therewith, the Seller pursuant to the Mortgage Loan
Purchase Agreement or the Depositor pursuant to this Agreement shall repurchase
or, subject to the limitations set forth in Section 2.03(d), substitute one
or
more Qualified Substitute Mortgage Loans for the affected Mortgage Loan within
90 days of the earlier of discovery or receipt of such notice with respect
to
such affected Mortgage Loan. Such repurchase or substitution shall be made
by
(i) the Seller if the affected Mortgage Loan’s status as a non-qualified
mortgage is or results from a breach of any representation, warranty or covenant
made by the Seller under the Mortgage Loan Purchase Agreement or (ii) the
Depositor, if the affected Mortgage Loan’s status as a non-qualified mortgage is
a breach of no representation or warranty. Any such repurchase or substitution
shall be made in the same manner as set forth in Sections 2.03(a) and 2.03(d).
The Trustee shall reconvey to the Depositor or the Seller, as the case may
be,
the Mortgage Loan to be released pursuant hereto in the same manner, and
on the
same terms and conditions, as it would a Mortgage Loan repurchased by the
Seller
for breach of a representation or warranty.
| SECTION 2.04 |
Reserved.
|
| SECTION 2.05 |
Representations,
Warranties and Covenants of the Master
Servicer.
|
The
Master Servicer hereby represents, warrants and covenants to the Trust
Administrator and the Trustee, for the benefit of each of the Trustee, the
Trust
Administrator, the Certificateholders and to the Depositor that as of the
Closing Date or as of such date specifically provided herein:
(i) The
Master Servicer is a corporation duly organized, validly existing and in
good
standing under the laws of the State of New York and is duly authorized and
qualified to transact any and all business contemplated by this Agreement
to be
conducted by the Master Servicer in any state in which a Mortgaged Property
is
located or is otherwise not required under applicable law to effect such
qualification and, in any event, is in compliance with the doing business
laws
of any such State, to the extent necessary to ensure its ability to enforce
each
Mortgage Loan and to service the Mortgage Loans in accordance with the terms
of
this Agreement;
(ii) The
Master Servicer has the full corporate power and authority to service each
Mortgage Loan, and to execute, deliver and perform, and to enter into and
consummate the transactions contemplated by this Agreement and has duly
authorized by all necessary corporate action on the part of the Master Servicer
the execution, delivery and performance of this Agreement; and this Agreement,
assuming the due authorization, execution and delivery thereof by the other
parties hereto, constitutes a legal, valid and binding obligation of the
Master
Servicer, enforceable against the Master Servicer in accordance with its
terms,
except to the extent that (a) the enforceability thereof may be limited by
bankruptcy, insolvency, moratorium, receivership and other similar laws relating
to creditors’ rights generally and (b) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought;
(iii) The
execution and delivery of this Agreement by the Master Servicer, the servicing
of the Mortgage Loans by the Master Servicer hereunder, the consummation
of any
other of the transactions herein contemplated, and the fulfillment of or
compliance with the terms hereof are in the ordinary course of business of
the
Master Servicer and will not (A) result in a breach of any term or provision
of
the charter or by-laws of the Master Servicer or (B) conflict with, result
in a
breach, violation or acceleration of, or result in a default under, the terms
of
any other material agreement or instrument to which the Master Servicer is
a
party or by which it may be bound, or any statute, order or regulation
applicable to the Master Servicer of any court, regulatory body, administrative
agency or governmental body having jurisdiction over the Master Servicer;
and
the Master Servicer is not a party to, bound by, or in breach or violation
of
any indenture or other agreement or instrument, or subject to or in violation
of
any statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it, which materially
and
adversely affects or, to the Master Servicer’s knowledge, would in the future
materially and adversely affect, (x) the ability of the Master Servicer to
perform its obligations under this Agreement or (y) the business, operations,
financial condition, properties or assets of the Master Servicer taken as
a
whole;
(iv) The
Master Servicer is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx
Mac in
good standing and is a HUD approved mortgagee pursuant to Section 203 of
the
National Housing Act;
(v) No
litigation is pending against the Master Servicer that would materially and
adversely affect the execution, delivery or enforceability of this Agreement
or
the ability of the Master Servicer to service the Mortgage Loans or to perform
any of its other obligations hereunder in accordance with the terms
hereof;
(vi) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Master
Servicer of, or compliance by the Master Servicer with, this Agreement or
the
consummation of the transactions contemplated by this Agreement, except for
such
consents, approvals, authorizations or orders, if any, that have been obtained
prior to the Closing Date;
(vii) The
Master Servicer covenants that its computer and other systems used in servicing
the Mortgage Loans operate in a manner such that the Master Servicer can
service
the Mortgage Loans in accordance with the terms of this Agreement;
and
(viii) The
Master Servicer (or a Sub-Servicer servicing the Mortgage Loans on its behalf)
is a member of MERS in good standing, and will comply in all material respects
with the rules and procedures of MERS in connection with the servicing of
the
Mortgage Loans that are registered with MERS.
It
is
understood and agreed that the representations, warranties and covenants
set
forth in this Section 2.05 shall survive delivery of the Mortgage Files to
the
Trustee or to a Custodian on its behalf and shall inure to the benefit of
the
Trustee, the Trust Administrator, the Depositor and the Certificateholders.
Upon
discovery by any of the Depositor, the Master Servicer, the Trust Administrator
or the Trustee of a breach of any of the foregoing representations, warranties
and covenants which materially and adversely affects the value of any Mortgage
Loan or the interests therein of the Certificateholders, the party discovering
such breach shall give prompt written notice (but in no event later than
two
Business Days following such discovery) to the Trustee. Subject to Section
7.01,
the obligation of the Master Servicer set forth in Section 2.03(c) to cure
breaches shall constitute the sole remedies against the Master Servicer
available to the Certificateholders, the Depositor, the Trust Administrator
or
the Trustee on behalf of the Certificateholders respecting a breach of the
representations, warranties and covenants contained in this Section
2.05.
| SECTION 2.06 |
Issuance
of the Certificates.
|
The
Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
to it or to a Custodian on its behalf, of the Mortgage Files, subject to
the
provisions of Section 2.01 and Section 2.02, together with the assignment
to it
of all other assets included in REMIC I delivered on the date hereof, receipt
of
which is hereby acknowledged. Concurrently with such assignment and delivery
of
such assets delivered on the date hereof and in exchange therefor, the Paying
Agent, pursuant to the written request of the Depositor executed by an officer
of the Depositor, has executed, and the Authenticating Agent has authenticated
and delivered, to or upon the order of the Depositor, the Certificates in
authorized denominations. The interests evidenced by the Certificates constitute
the entire beneficial ownership interest in REMIC I and REMIC II.
| SECTION 2.07 |
Conveyance
of the REMIC Regular Interests; Acceptance of the Trust REMICs
by the
Trustee.
|
(a) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in Trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the
assets
described in the definition of REMIC I for the benefit of the holders of
the
REMIC I Regular Interests (which are uncertificated) and the Class R
Certificates (in respect of the Class R-I Interest). The Trustee acknowledges
receipt of the assets described in the definition of REMIC I and declares
that
it holds and will hold the same in trust for the exclusive use and benefit
of
the holders of the REMIC I Regular Interests and the Class R Certificates
(in
respect of the Class R-I Interest). The interests evidenced by the Class
R-I
Interest, together with the REMIC I Regular Interests, constitute the entire
beneficial ownership interest in REMIC I.
(b) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the
REMIC
I Regular Interests (which are uncertificated) for the benefit of the Holders
of
the Regular Certificates and the Class R Certificates (in respect of the
Class
R-II Interest). The Trustee acknowledges receipt of the REMIC I Regular
Interests and declares that it holds and will hold the same in trust for
the
exclusive use and benefit of the Holders of the Regular Certificates and
the
Class R Certificates (in respect of the Class R-I Interest). The interests
evidenced by the Class R-II Interest, together with the Regular Certificates,
constitute the entire beneficial ownership interest in REMIC II.
(c) [Reserved].
(d) [Reserved].
(e) Concurrently
with (i) the assignment and delivery to the Trustee of REMIC I and the
acceptance by the Trustee thereof, pursuant to Section 2.01, Section 2.02
and
subsection (a) hereof and, (ii) the assignment and delivery to the Trustee
of
REMIC II (including the Residual Interest therein represented by the Class
R-II
Interest) and the acceptance by the Trustee thereof, pursuant to Section
2.01,
Section 2.02 and subsection (b) hereof the Trustee, pursuant to the written
request of the Depositor executed by an officer of the Depositor, has executed,
authenticated and delivered to or upon the order of the Depositor, the Class
R
Certificates in authorized denominations evidencing the Class R-I Interest
and
the Class R-II Interest.
| SECTION 2.08 |
Authorization
to Enter into the Interest Rate Cap Agreement
|
Citibank,
N.A. is hereby directed to execute and deliver the Interest Rate Cap Agreement
as Cap Trustee on behalf of Party B (as defined therein) and to exercise
the
rights, perform the obligations, and make the representations of Party B
thereunder, solely in its capacity as Cap Trustee on behalf of Party B (as
defined therein) and not in its individual capacity. The Master Servicer,
the
Trust Administrator, the Depositor and the Certificateholders (by acceptance
of
their Certificates) acknowledge and agree that (i) the Cap Trustee shall
execute
and deliver the Interest Rate Cap Agreement on behalf of Party B (as defined
therein) and (ii) the Cap Trustee shall exercise the rights, perform the
obligations, and make the representations of Party B thereunder, solely in
its
capacity as Cap Trustee on behalf of Party B (as defined therein) and not
in its
individual capacity. Every provision of this Agreement relating to the conduct
or affecting the liability of or affording protection to the Cap Trustee
shall
apply to the Cap Trustee’s execution of the Interest Rate Cap Agreement, and the
performance of its duties and satisfaction of its obligations thereunder.
ARTICLE
III
ADMINISTRATION
AND SERVICING
OF
THE
MORTGAGE LOANS
| SECTION 3.01 |
Master
Servicer to Act as Master Servicer.
|
The
Master Servicer shall service and administer the Mortgage Loans on behalf
of the
Trustee and in the best interests of and for the benefit of the
Certificateholders (as determined by the Master Servicer in its reasonable
judgment) in accordance with the terms of this Agreement and the respective
Mortgage Loans and, to the extent consistent with such terms, in the same
manner
in which it services and administers similar mortgage loans for its own
portfolio, giving due consideration to customary and usual standards of practice
of prudent mortgage lenders and loan servicers administering similar mortgage
loans but without regard to:
(i) any
relationship that the Master Servicer, any Sub-Servicer or any Affiliate
of the
Master Servicer or any Sub-Servicer may have with the related
Mortgagor;
(ii) the
ownership of any Certificate by the Master Servicer or any Affiliate of the
Master Servicer;
(iii) the
Master Servicer’s obligation to make P&I Advances or Servicing Advances;
or
(iv) the
Master Servicer’s or any Sub-Servicer’s right to receive compensation for its
services hereunder or with respect to any particular transaction.
To
the
extent consistent with the foregoing, the Master Servicer shall also seek
to
maximize the timely and complete recovery of principal and interest on the
Mortgage Notes. Subject only to the above-described servicing standards and
the
terms of this Agreement and of the respective Mortgage Loans, the Master
Servicer shall have full power and authority, acting alone or through
Sub-Servicers as provided in Section 3.02, to do or cause to be done any
and all
things in connection with such servicing and administration which it may
deem
necessary or desirable. Without limiting the generality of the foregoing,
the
Master Servicer in its own name or in the name of a Sub-Servicer is hereby
authorized and empowered by the Trustee when the Master Servicer believes
it
appropriate in its best judgment in accordance with the servicing standards
set
forth above, to execute and deliver, on behalf of the Certificateholders
and the
Trustee, and upon notice to the Trustee, any and all instruments of satisfaction
or cancellation, or of partial or full release or discharge, and all other
comparable instruments, with respect to the Mortgage Loans and the Mortgaged
Properties and to institute foreclosure proceedings or obtain a deed-in-lieu
of
foreclosure so as to convert the ownership of such properties, and to hold
or
cause to be held title to such properties, on behalf of the Trustee and
Certificateholders. The Master Servicer shall service and administer the
Mortgage Loans in accordance with applicable state and federal law and shall
provide to the Mortgagors any reports required to be provided to them thereby.
The Master Servicer shall also comply in the performance of this Agreement
with
all reasonable rules and requirements of each insurer under each Primary
Mortgage Insurance Policy and any standard hazard insurance policy. Subject
to
Section 3.17, the Trustee shall execute, at the written request of the Master
Servicer, and furnish to the Master Servicer and any Sub-Servicer such documents
as are necessary or appropriate to enable the Master Servicer or any
Sub-Servicer to carry out their servicing and administrative duties hereunder,
and the Trustee hereby grants to the Master Servicer a power of attorney
to
carry out such duties. The Trustee shall not be liable for the actions of
the
Master Servicer or any Sub-Servicers under such powers of attorney.
In
accordance with the standards of the preceding paragraph, the Master Servicer
shall advance or cause to be advanced funds as necessary for the purpose
of
effecting the timely payment of taxes and assessments on the Mortgaged
Properties, which advances shall be Servicing Advances reimbursable in the
first
instance from related collections from the Mortgagors pursuant to Section
3.09,
and further as provided in Section 3.11. Any cost incurred by the Master
Servicer or by Sub- Servicers in effecting the timely payment of taxes and
assessments on a Mortgaged Property shall not, for the purpose of calculating
distributions to Certificateholders, be added to the unpaid principal balance
of
the related Mortgage Loan, notwithstanding that the terms of such Mortgage
Loan
so permit.
The
Master Servicer further is authorized and empowered by the Trustee, on behalf
of
the Certificateholders and the Trustee, in its own name or in the name of
the
Sub-Servicer, when the Master Servicer or the Sub-Servicer, as the case may
be,
believes it is appropriate in its best judgment to register any Mortgage
Loan on
the MERS System, or cause the removal from the registration of any Mortgage
Loan
on the MERS System, to execute and deliver, on behalf of the Trustee and
the
Certificateholders or any of them, any and all instruments of assignment
and
other comparable instruments with respect to such assignment or re-recording
of
a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns. Any reasonable expenses (i) incurred as a result
of MERS
discontinuing or becoming unable to continue operations in connection with
the
MERS System or (ii) if the affected Mortgage Loan is in default or, in the
judgment of the Master Servicer, such default is reasonably foreseeable,
incurred in connection with the actions described in the preceding sentence,
shall be subject to withdrawal by the Master Servicer from the Collection
Account.
Notwithstanding
anything in this Agreement to the contrary, the Master Servicer may not make
any
future advances with respect to a Mortgage Loan (except as provided in Section
4.03) and the Master Servicer shall not (i) permit any modification with
respect
to any Mortgage Loan (except with respect to a Mortgage Loan that is in default
or, in the judgment of the Master Servicer, such default is reasonably
foreseeable) that would change the Mortgage Rate, reduce or increase the
principal balance (except for reductions resulting from actual payments of
principal) or change the final maturity date on such Mortgage Loan or (ii)
permit any modification, waiver or amendment of any term of any Mortgage
Loan
that would both (A) effect an exchange or reissuance of such Mortgage Loan
under
Section 1001 of the Code (or final, temporary or proposed Treasury regulations
promulgated thereunder) and (B) cause any Trust REMIC to fail to qualify
as a
REMIC under the Code or the imposition of any tax on “prohibited transactions”
or “contributions after the startup date” under the REMIC Provisions. Consistent
with the foregoing, in connection with a partial Principal Prepayment, the
Master Servicer may at its option reduce or permit a Sub-Servicer to reduce
the
scheduled Monthly Payments on the related Mortgage Loan so that the remaining
outstanding principal amount owed under such Mortgage Loan will be paid in
equal
monthly installments of principal and interest by the originally scheduled
maturity date. In addition, in connection with any modification of a Mortgage
Loan that is entered into by a Mortgagor in lieu of refinancing and that
is not
permitted by this paragraph or by Section 3.07, the Master Servicer shall
treat
such modification for remitting and reporting purposes as a Principal Prepayment
in full to the Trust occurring concurrently with the origination of a new
mortgage loan, which is not in the Trust, to the Mortgagor. For any such
Mortgage Loan that has been so deemed the subject of a Principal Prepayment
in
full, that upon written notice from the Master Servicer of the deposit into
the
Collection Account of funds in an amount equal to all amounts that would
be owed
to the Trust by the related Mortgagor if such deemed Principal Prepayment
were
an actual Principal Prepayment in full, the Trustee and the Trust Administrator
shall execute and deliver such instruments of transfer or assignment, in
each
case without recourse, as the Master Servicer or the applicable Sub-Servicer
shall furnish to it and as shall be necessary to vest in the designated
successor owner of such Mortgage Loan specified in such instruments such
Mortgage Loan released pursuant hereto, and the Trustee and the Trust
Administrator shall have no further responsibility with regard to such Mortgage
Loan or the related Mortgage File.
The
Master Servicer may delegate its responsibilities under this Agreement;
provided, however, that no such delegation shall release the Master Servicer
from the responsibilities or liabilities arising under this
Agreement.
The
Master Servicer shall accurately and fully report (or cause each Sub-Servicer
to
accurately and fully report), its borrower credit files to each of the credit
repositories in a timely manner.
| SECTION 3.02 |
Sub-Servicing
Agreements Between the Master Servicer and
Sub-Servicers.
|
(a) The
Master Servicer may enter into Sub-Servicing
Agreements
(provided that such agreements would not result in a withdrawal or a downgrading
by the Rating Agencies of the rating on any Class of Certificates) with
Sub-Servicers, for the servicing and administration of the Mortgage Loans:
(i) As
of the
Cut-Off Date, Xxxxx Fargo is the Sub-Servicer with respect to certain of
the
American Home Mortgage Loans, the Equity Now Mortgage Loans, certain of the
MortgageIT Mortgage Loans, the Xxxxxx, Bean Mortgage Loans, the Weichert
Mortgage Loans and the Xxxxx Fargo Mortgage Loans and in such capacity Xxxxx
Fargo will be primarily responsible for the servicing of such Mortgage Loans.
(ii) As
of the
Cut-Off Date, GMAC is the Sub-Servicer with respect to the Ameriquest Mortgage
Loans and in such capacity GMAC will be primarily responsible for the servicing
of such Mortgage Loans.
(iii) As
of the
Cut-Off Date, Greenpoint is the Sub-Servicer with respect to Greenpoint Mortgage
Loans and in such capacity Greenpoint will be primarily responsible for the
servicing of such Mortgage Loans.
(iv) As
of the
Cut-Off Date, PHH is the Sub-Servicer with respect to the PHH Mortgage Loans
and
in such capacity PHH will be primarily responsible for the servicing of such
Mortgage Loans.
(v) As
of the
Cut-Off Date, Suntrust is the Sub-Servicer with respect to the Suntrust Mortgage
Loans and in such capacity Suntrust will be primarily responsible for the
servicing of such Mortgage Loans.
(vi) As
of the
Cut-Off Date, CitiMortgage is the Sub-Servicer with respect to certain of
the
American Home Mortgage Loans, the Community Lending Mortgage Loans, the
Greenpoint Mortgage Loans, the LoanCity Mortgage Loans, certain of the
MortgageIT Mortgage Loans, the Secured Bankers Mortgage Loans and the Silver
State Mortgage Loans and in such capacity CitiMortgage will be primarily
responsible for the servicing of such Mortgage Loans.
(vii) As
of the
Cut-Off Date, Countrywide is the Sub-Servicer with respect to the Countrywide
Mortgage Loans and in such capacity Countrywide will be primarily responsible
for the servicing of such Mortgage Loans.
(viii) As
of the
Cut-Off Date, Fifth Third is the Sub-Servicer with respect to the Fifth Third
Mortgage Loans and in such capacity Fifth Third will be primarily responsible
for the servicing of such Mortgage Loans.
(ix) As
of the
Cut-Off Date, HomeBanc is the Sub-Servicer with respect to the HomeBanc Mortgage
Loans and in such capacity HomeBanc will be primarily responsible for the
servicing of such Mortgage Loans.
(b) Each
Sub-Servicer shall be (i) authorized to transact business in the state or
states
in which the related Mortgaged Properties it is to service are situated,
if and
to the extent required by applicable law to enable the Sub-Servicer to perform
its obligations hereunder and under the Sub-Servicing Agreement, (ii) an
institution approved as a mortgage loan originator by the Federal Housing
Administration or an institution the deposit accounts of which are insured
by
the FDIC and (iii) a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer.
Each
Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming
to the provisions set forth in Section 3.08 and provide for servicing of
the
Mortgage Loans consistent with the terms of this Agreement. The Master Servicer
will examine each Sub-Servicing Agreement and will be familiar with the terms
thereof. The terms of any Sub-Servicing Agreement will not be inconsistent
with
any of the provisions of this Agreement. The Master Servicer and the
Sub-Servicers may enter into and make amendments to the Sub-Servicing Agreements
or enter into different forms of Sub-Servicing Agreements; provided, however,
that any such amendments or different forms shall be consistent with and
not
violate the provisions of this Agreement, and that no such amendment or
different form shall be made or entered into which could be reasonably expected
to be materially adverse to the interests of the Certificateholders, without
the
consent of the Holders of Certificates entitled to at least 66% of the Voting
Rights. Any variation without the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights from the provisions set forth
in
Section 3.08 relating to insurance or priority requirements of Sub-Servicing
Accounts, or credits and charges to the Sub- Servicing Accounts or the timing
and amount of remittances by the Sub-Servicers to the Master Servicer, are
conclusively deemed to be inconsistent with this Agreement and therefore
prohibited. The Master Servicer shall deliver to the Trustee and the Trust
Administrator copies of all Sub-Servicing Agreements, and any amendments
or
modifications thereof, promptly upon the Master Servicer’s execution and
delivery of such instruments.
(c) As
part
of its servicing activities hereunder, the Master Servicer (except as otherwise
provided in the last sentence of this paragraph), for the benefit of the
Trustee
and the Certificateholders, shall enforce the obligations of each Sub-Servicer
under the related Sub-Servicing Agreement and of the Seller under the Mortgage
Loan Purchase Agreement, including, without limitation, any obligation to
make
advances in respect of delinquent payments as required by a Sub- Servicing
Agreement, or to purchase a Mortgage Loan on account of missing or defective
documentation or on account of a breach of a representation, warranty or
covenant, as described in Section 2.03(a). Such enforcement, including, without
limitation, the legal prosecution of claims, termination of Sub-Servicing
Agreements, and the pursuit of other appropriate remedies, shall be in such
form
and carried out to such an extent and at such time as the Master Servicer,
in
its good faith business judgment, would require were it the owner of the
related
Mortgage Loans. The Master Servicer shall pay the costs of such enforcement
at
its own expense, and shall be reimbursed therefor only (i) from a general
recovery resulting from such enforcement, to the extent, if any, that such
recovery exceeds all amounts due in respect of the related Mortgage Loans,
or
(ii) from a specific recovery of costs, expenses or attorneys’ fees against the
party against whom such enforcement is directed.
| SECTION 3.03 |
Successor
Sub-Servicers.
|
The
Master Servicer shall be entitled to terminate any Sub-Servicing Agreement
and
the rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing
Agreement in accordance with the terms and conditions of such Sub-Servicing
Agreement. In the event of termination of any Sub-Servicer, all servicing
obligations of such Sub-Servicer shall be assumed simultaneously by the Master
Servicer without any act or deed on the part of such Sub-Servicer or the
Master
Servicer, and the Master Servicer either shall service directly the related
Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor
Sub-Servicer which qualifies under Section 3.02.
Any
Sub-Servicing Agreement (other than any Initial Sub-Servicing Agreement)
shall
include the provision that such agreement may be immediately terminated by
the
Trustee or the Trust Administrator without fee, in accordance with the terms
of
this Agreement, in the event that the Master Servicer shall, for any reason,
no
longer be the Master Servicer (including termination due to a Master Servicer
Event of Default).
| SECTION 3.04 |
Liability
of the Master Servicer.
|
Notwithstanding
any Sub-Servicing Agreement, any of the provisions of this Agreement relating
to
agreements or arrangements between the Master Servicer and a Sub-Servicer
or
reference to actions taken through a Sub-Servicer or otherwise, the Master
Servicer shall remain obligated and primarily liable to the Trustee and the
Certificateholders for the servicing and administering of the Mortgage Loans
in
accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Sub-Servicing Agreements or
arrangements or by virtue of indemnification from the Sub-Servicer and to
the
same extent and under the same terms and conditions as if the Master Servicer
alone were servicing and administering the Mortgage Loans. The Master Servicer
shall be entitled to enter into any agreement with a Sub- Servicer for
indemnification of the Master Servicer by such Sub-Servicer and nothing
contained in this Agreement shall be deemed to limit or modify such
indemnification.
| SECTION 3.05 |
No
Contractual Relationship Between Sub-Servicers and Trustee, Trust
Administrator or
Certificateholders.
|
Any
Sub-Servicing Agreement that may be entered into and any transactions or
services relating to the Mortgage Loans involving a Sub-Servicer in its capacity
as such shall be deemed to be between the Sub-Servicer and the Master Servicer
alone, and the Trustee, the Trust Administrator and the Certificateholders
shall
not be deemed parties thereto and shall have no claims, rights, obligations,
duties or liabilities with respect to the Sub-Servicer except as set forth
in
Section 3.06. The Master Servicer shall be solely liable for all fees owed
by it
to any Sub-Servicer, irrespective of whether the Master Servicer’s compensation
pursuant to this Agreement is sufficient to pay such fees.
| SECTION 3.06 |
Assumption
or Termination of Sub-Servicing Agreements by
Trustee.
|
In
the
event the Master Servicer shall for any reason no longer be the master servicer
(including by reason of the occurrence of a Master Servicer Event of Default),
the Trustee or its designee shall thereupon assume all of the rights and
obligations of the Master Servicer under each Sub-Servicing Agreement that
the
Master Servicer may have entered into, unless the Trustee elects to terminate
any Sub-Servicing Agreement in accordance with its terms as provided in Section
3.03. Upon such assumption, the Trustee, its designee or the successor servicer
for the Trustee appointed pursuant to Section 7.02 shall be deemed, subject
to
Section 3.03, to have assumed all of the Master Servicer’s interest therein and
to have replaced the Master Servicer as a party to each Sub-Servicing Agreement
to the same extent as if each Sub-Servicing Agreement had been assigned to
the
assuming party, except that (i) the Master Servicer shall not thereby be
relieved of any liability or obligations under any Sub-Servicing Agreement
and
(ii) none of the Trustee, its designee or any successor Master Servicer shall
be
deemed to have assumed any liability or obligation of the Master Servicer
that
arose before it ceased to be the Master Servicer.
The
Master Servicer at its expense shall, upon request of the Trustee, deliver
to
the assuming party all documents and records relating to each Sub-Servicing
Agreement and the Mortgage Loans then being serviced and an accounting of
amounts collected and held by or on behalf of it, and otherwise use its best
efforts to effect the orderly and efficient transfer of the Sub- Servicing
Agreements to the assuming party.
| SECTION 3.07 |
Collection
of Certain Mortgage Loan Payments.
|
The
Master 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 Mortgage Insurance Policy and any other
applicable insurance policies, follow such collection procedures as it would
follow with respect to mortgage loans comparable to the Mortgage Loans and
held
for its own account. Consistent with the foregoing and the servicing standards
set forth in Section 3.01, the Master Servicer may in its discretion (i)
waive
any late payment charge or, if applicable, penalty interest, only upon
determining that the coverage of such Mortgage Loan by the related Primary
Mortgage Insurance Policy, if any, will not be affected, or (ii) extend the
due
dates for Monthly Payments due on a Mortgage Note for a period of not greater
than 180 days; provided that any extension pursuant to clause (ii) above
shall
not affect the amortization schedule of any Mortgage Loan for purposes of
any
computation hereunder, except as provided below. In the event of any such
arrangement pursuant to clause (ii) above, the Master Servicer shall make
timely
advances on such Mortgage Loan during such extension pursuant to Section
4.03
and in accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements. Notwithstanding the
foregoing, in the event that any Mortgage Loan is in default or, in the judgment
of the Master Servicer, such default is reasonably foreseeable, the Master
Servicer, consistent with the standards set forth in Section 3.01, may waive,
modify or vary any term of such Mortgage Loan (including modifications that
change the Mortgage Rate, forgive the payment of principal or interest or
extend
the final maturity date of such Mortgage Loan), accept payment from the related
Mortgagor of an amount less than the Stated Principal Balance in final
satisfaction of such Mortgage Loan (such payment, a “Short Pay-off”) or consent
to the postponement of strict compliance with any such term or otherwise
grant
indulgence to any Mortgagor, if in the Master Servicer’s determination such
waiver, modification, postponement or indulgence is not materially adverse
to
the interests of the Certificateholders (taking into account any estimated
Realized Loss that might result absent such action).
| SECTION 3.08 |
Sub-Servicing
Accounts.
|
In
those
cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a
Sub-Servicing Agreement, the Sub-Servicer will be required to establish and
maintain one or more accounts (collectively, the “Sub-Servicing Account”). The
Sub-Servicing Account shall be an Eligible Account and shall comply with
all
requirements of this Agreement relating to the Collection Account (provided,
however, that in the case of each Initial Sub-Servicing Agreement, the
applicable Sub-Servicing Account shall comply with all requirements of the
Initial Sub-Servicing Agreement relating to the custodial account provided
for
therein). The Sub-Servicer shall deposit in the clearing account (which account
must be an Eligible Account) in which it customarily deposits payments and
collections on mortgage loans in connection with its mortgage loan servicing
activities on a daily basis, and in no event more than two Business Days
after
the Sub-Servicer’s receipt thereof, all proceeds of Mortgage Loans received by
the Sub-Servicer less its servicing compensation to the extent permitted
by the
Sub-Servicing Agreement, and shall thereafter deposit such amounts in the
Sub-Servicing Account, in no event more than one Business Day after the deposit
of such funds into the clearing account. The Sub-Servicer shall thereafter
remit
such proceeds to the Master Servicer for deposit in the Collection Account
not
later than two Business Days after the deposit of such amounts in the
Sub-Servicing Account (or, in the case of the Initial Sub-Servicing Agreement,
at such time as is required pursuant to the terms of the Initial Sub-Servicing
Agreement). For purposes of this Agreement, the Master Servicer shall be
deemed
to have received payments on the Mortgage Loans when the Sub-Servicer receives
such payments.
| SECTION 3.09 |
Collection
of Taxes, Assessments and Similar Items; Servicing
Accounts.
|
The
Master Servicer shall establish and maintain (or cause a Sub-Servicer to
establish and maintain) one or more accounts (the “Servicing Accounts”), into
which all collections from the Mortgagors (or related advances from
Sub-Servicers) for the payment of ground rents, taxes, assessments, fire
and
hazard insurance premiums, Primary Mortgage Insurance Premiums, water charges,
sewer rents and comparable items for the account of the Mortgagors (“Escrow
Payments”) shall be deposited and retained. Servicing Accounts shall be Eligible
Accounts. The Master Servicer (or the applicable Sub-Servicer) shall deposit
in
the clearing account (which account must be an Eligible Account) in which
it
customarily deposits payments and collections on mortgage loans in connection
with its mortgage loan servicing activities on a daily basis, and in no event
more than two Business Days after the Master Servicer’s (or the applicable
Sub-Servicer’s) receipt thereof, all Escrow Payments collected on account of the
Mortgage Loans and shall thereafter deposit such Escrow Payments in the
Servicing Accounts, in no event more than one Business Day after the deposit
of
such funds in the clearing account, for the purpose of effecting the payment
of
any such items as required under the terms of this Agreement. Withdrawals
of
amounts from a Servicing Account may be made only to (i) effect payment of
Escrow Payments; (ii) reimburse the Master Servicer (or a Sub-Servicer to
the
extent provided in the related Sub-Servicing Agreement) out of related
collections for any advances made pursuant to Section 3.01 (with respect
to
taxes and assessments) and Section 3.14 (with respect to hazard insurance);
(iii) refund to Mortgagors any sums as may be determined to be overages;
(iv)
pay interest, if required and as described below, to Mortgagors on balances
in
the Servicing Account; (v) clear and terminate the Servicing Account at the
termination of the Master Servicer’s obligations and responsibilities in respect
of the Mortgage Loans under this Agreement in accordance with Article IX;
or
(vi) recover amounts deposited in error. As part of its servicing duties,
the
Master Servicer or Sub-Servicers shall pay to the Mortgagors interest on
funds
in Servicing Accounts, to the extent required by law and, to the extent that
interest earned on funds in the Servicing Accounts is insufficient, to pay
such
interest from its or their own funds, without any reimbursement therefor.
To the
extent that a Mortgage does not provide for Escrow Payments, the Master Servicer
shall determine whether any such payments are made by the Mortgagor in a
manner
and at a time that avoids the loss of the Mortgaged Property due to a tax
sale
or the foreclosure of a tax lien. The Master Servicer assumes full
responsibility for the payment of all such bills and shall effect payments
of
all such bills irrespective of the Mortgagor’s faithful performance in the
payment of same or the making of the Escrow Payments and shall make advances
from its own funds to effect such payments.
| SECTION 3.10 |
Collection
Account and Distribution Account.
|
(a) On
behalf
of the Trust Fund, the Master Servicer shall establish and maintain one or
more
separate, segregated trust accounts (such account or accounts, the “Collection
Account”), held in trust for the benefit of the Trustee and the
Certificateholders. On behalf of the Trust Fund, the Master Servicer shall
deposit or cause to be deposited in the clearing account (which account must
be
an Eligible Account) in which it customarily deposits payments and collections
on mortgage loans in connection with its mortgage loan servicing activities
on a
daily basis, and in no event more than two Business Days after the Master
Servicer’s receipt thereof, and shall thereafter deposit in the Collection
Account, in no event more than one Business Day after the deposit of such
funds
into the clearing account, as and when received or as otherwise required
hereunder, the following payments and collections received or made by it
from
and after the Cut-off Date (other than in respect of principal or interest
on
the related Mortgage Loans due on or before the Cut-off Date), or payments
(other than Principal Prepayments) received by it on or prior to the Cut-off
Date but allocable to a Due Period subsequent thereto:
(i) all
payments on account of principal, including Principal Prepayments, on the
Mortgage Loans;
(ii) all
payments on account of interest (net of the related Servicing Fee) on each
Mortgage Loan;
(iii) all
Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds (other
than
proceeds collected in respect of any particular REO Property and amounts
paid by
the Master Servicer in connection with a purchase of Mortgage Loans and REO
Properties pursuant to Section 9.01);
(iv) any
amounts required to be deposited pursuant to Section 3.12 in connection with
any
losses realized on Permitted Investments with respect to funds held in the
Collection Account;
(v) any
amounts required to be deposited by the Master Servicer pursuant to the second
paragraph of Section 3.14(a) in respect of any blanket policy
deductibles;
(vi) all
proceeds of any Mortgage Loan repurchased or purchased in accordance with
Section 2.03 or Section 9.01; and
(vii) all
amounts required to be deposited in connection with shortfalls in principal
amount of Qualified Substitute Mortgage Loans pursuant to Section
2.03.
For
purposes of the immediately preceding sentence, the Cut-off Date with respect
to
any Qualified Substitute Mortgage Loan shall be deemed to be the date of
substitution.
The
foregoing requirements for deposit in the Collection Accounts shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of late payment charges or assumption
fees need not be deposited by the Master Servicer in the Collection Account.
In
the event the Master Servicer shall deposit in the Collection Account any
amount
not required to be deposited therein, it may at any time withdraw such amount
from the Collection Account, any provision herein to the contrary
notwithstanding.
(b) On
behalf
of the Trust Fund, the Paying Agent on behalf of the Trust Administrator
shall
establish and maintain one or more separate, segregated trust accounts (such
account or accounts, the “Distribution Account”), held in trust for the benefit
of the Certificateholders. On behalf of the Trust Fund, the Master Servicer
shall deliver to the Paying Agent in immediately available funds for deposit
in
the Distribution Account on or before 12:00 p.m. New York time (i) on the
Master
Servicer Remittance Date, that portion of the Available Distribution Amount
for
the related Distribution Date then on deposit in the Collection Account and
(ii)
on each Business Day as of the commencement of which the balance on deposit
in
the Collection Account exceeds $75,000 following any withdrawals pursuant
to the
next succeeding sentence, the amount of such excess, but only if the Collection
Account constitutes an Eligible Account solely pursuant to clause (ii) of
the
definition of “Eligible Account.” If the balance on deposit in the Collection
Account exceeds $75,000 as of the commencement of business on any Business
Day
and the Collection Account constitutes an Eligible Account solely pursuant
to
clause (ii) of the definition of “Eligible Account,” the Master Servicer shall,
on or before 12:00 p.m. New York time on such Business Day, withdraw from
the
Collection Account any and all amounts payable or reimbursable to the Depositor,
the Master Servicer, the Trustee, the Trust Administrator, the Seller or
any
Sub-Servicer pursuant to Section 3.11 and shall pay such amounts to the Persons
entitled thereto.
(c) Funds
in
the Collection Account and the Distribution Account may be invested in Permitted
Investments in accordance with the provisions set forth in Section 3.12.
The
Master Servicer shall give notice to the Trustee, the Trust Administrator,
the
Paying Agent and the Depositor of the location of the Collection Account
maintained by it when established and prior to any change thereof. The Paying
Agent shall give notice to the Master Servicer, the Trust Administrator,
the
Paying Agent and the Depositor of the location of the Distribution Account
when
established and prior to any change thereof.
(d) Funds
held in the Collection Account at any time may be delivered by the Master
Servicer to the Paying Agent on behalf of the Trust Administrator for deposit
in
an account (which may be the Distribution Account and must satisfy the standards
for the Distribution Account as set forth in the definition thereof) and
for all
purposes of this Agreement shall be deemed to be a part of the Collection
Account; provided, however, that the Paying Agent shall have the sole authority
to withdraw any funds held pursuant to this subsection (d). In the event
the
Master Servicer shall deliver to the Paying Agent for deposit in the
Distribution Account any amount not required to be deposited therein, it
may at
any time request that the Paying Agent withdraw such amount from the
Distribution Account and remit to it any such amount, any provision herein
to
the contrary notwithstanding. In addition, the Master Servicer shall deliver
to
the Paying Agent from time to time for deposit, and upon written notification
from the Master Servicer, the Paying Agent shall so deposit, in the Distribution
Account:
(i) any
P&I Advances, as required pursuant to Section 4.03;
(ii) any
amounts required to be deposited pursuant to Section 3.23(d) or (f) in
connection with any REO Property;
(iii) any
amounts to be paid by the Master Servicer in connection with a purchase of
Mortgage Loans and REO Properties pursuant to Section 9.01;
(iv) any
amounts required to be deposited pursuant to Section 3.24 in connection with
any
Prepayment Interest Shortfalls; and
(v) any
Stayed Funds, as soon as permitted by the federal bankruptcy court having
jurisdiction in such matters.
(e) Promptly
upon receipt of any Stayed Funds, whether from the Master Servicer, a trustee
in
bankruptcy, or federal bankruptcy court or other source, the Paying Agent
shall
deposit such funds in the Distribution Account, subject to withdrawal thereof
as
permitted hereunder.
(f) The
Master Servicer shall deposit in the Collection Account any amounts required
to
be deposited pursuant to Section 3.12(b) in connection with losses realized
on
Permitted Investments with respect to funds held in the Collection
Account.
| SECTION 3.11 |
Withdrawals
from the Collection Account and Distribution
Account.
|
(a) The
Master Servicer shall, from time to time, make withdrawals from the Collection
Account for any of the following purposes or as described in Section
4.03:
(i) to
remit
to the Paying Agent for deposit in the Distribution Account the amounts required
to be so remitted pursuant to Section 3.10(b) or permitted to be so remitted
pursuant to the first sentence of Section 3.10(d);
(ii) subject
to Section 3.16(d), to reimburse the Master Servicer for P&I Advances, but
only to the extent of amounts received which represent Late Collections (net
of
the related Servicing Fees) of Monthly Payments on Mortgage Loans with respect
to which such P&I Advances were made in accordance with the provisions of
Section 4.03;
(iii) subject
to Section 3.16(d), to pay the Master Servicer or any Sub- Servicer (A) any
unpaid Servicing Fees, (B) any unreimbursed Servicing Advances with respect
to
each Mortgage Loan, but only to the extent of any Liquidation Proceeds,
Insurance Proceeds or other amounts as may be collected by the Master Servicer
from a Mortgagor, or otherwise received with respect to such Mortgage Loan
and
(C) any nonrecoverable Servicing Advances following the final liquidation
of a
Mortgage Loan, but only to the extent that Late Collections, Liquidation
Proceeds and Insurance Proceeds received with respect to such Mortgage Loan
are
insufficient to reimburse the Master Servicer or any Sub-Servicer for such
Servicing Advances;
(iv) to
pay to
the Master Servicer as servicing compensation (in addition to the Servicing
Fee)
on the Master Servicer Remittance Date any interest or investment income
earned
on funds deposited in the Collection Account;
(v) to
pay to
the Master Servicer, the Depositor or the Seller, as the case may be, with
respect to each Mortgage Loan that has previously been purchased or replaced
pursuant to Section 2.03 all amounts received thereon subsequent to the date
of
purchase or substitution, as the case may be;
(vi) to
reimburse the Master Servicer for any P&I Advance previously made which the
Master Servicer has determined to be a Nonrecoverable P&I Advance in
accordance with the provisions of Section 4.03;
(vii) to
reimburse the Master Servicer or the Depositor for expenses incurred by or
reimbursable to the Master Servicer or the Depositor, as the case may be,
pursuant to Section 6.03;
(viii) to
reimburse the Master Servicer, the Trust Administrator or the Trustee, as
the
case may be, for expenses reasonably incurred in respect of the breach or
defect
giving rise to the purchase obligation under Section 2.03 or Section 2.04
of
this Agreement that were included in the Purchase Price of the Mortgage Loan,
including any expenses arising out of the enforcement of the purchase
obligation;
(ix) to
pay,
or to reimburse the Master Servicer for advances in respect of expenses incurred
in connection with any Mortgage Loan pursuant to Section 3.16(b);
(x) reserved;
and
(xi) to
clear
and terminate the Collection Account pursuant to Section 9.01.
The
Master Servicer shall keep and maintain separate accounting, on a Mortgage
Loan
by Mortgage Loan basis, for the purpose of justifying any withdrawal from
the
Collection Account, to the extent held by or on behalf of it, pursuant to
subclauses (ii), (iii), (iv), (v), (vi), (viii) and (ix) above. The Master
Servicer shall provide written notification to the Trustee, the Trust
Administrator and the Paying Agent, on or prior to the next succeeding Master
Servicer Remittance Date, upon making any withdrawals from the Collection
Account pursuant to subclause (vii) above.
(b) The
Paying Agent shall, from time to time, make withdrawals from the Distribution
Account, for any of the following purposes, without priority:
(i) to
make
distributions to Certificateholders in accordance with Section
4.01;
(ii) to
pay to
itself any interest income earned on funds deposited in the Distribution
Account
pursuant to Section 3.12(c);
(iii) to
reimburse the Trust Administrator or the Trustee pursuant to Section
7.02;
(iv) to
pay
any amounts in respect of taxes pursuant to 10.01(g)(iii);
(v) to
pay
any Extraordinary Trust Fund Expenses;
(vi) to
reimburse the Paying Agent or the Trustee for any P&I Advance made by it
under Section 7.01 (if not reimbursed by the Master Servicer) to the same
extent
the Master Servicer would be entitled to reimbursement under Section 3.11(a);
and
(vii) to
clear
and terminate the Distribution Account pursuant to Section 9.01.
| SECTION 3.12 |
Investment
of Funds in the Collection Account and the Distribution
Account.
|
(a) The
Master Servicer may direct any depository institution maintaining the Collection
Account (for purposes of this Section 3.12, an “Investment Account”), and the
Paying Agent may direct any depository institution maintaining the Distribution
Account (for purposes of this Section 3.12, also an “Investment Account”), to
hold the funds in such Investment Account uninvested or to invest the funds
in
such Investment Account in one or more Permitted Investments specified in
such
instruction bearing interest or sold at a discount, and maturing, unless
payable
on demand, (i) no later than the Business Day immediately preceding the date
on
which such funds are required to be withdrawn from such account pursuant
to this
Agreement, if a Person other than the Paying Agent is the obligor thereon,
and
(ii) no later than the date on which such funds are required to be withdrawn
from such account pursuant to this Agreement, if the Paying Agent is the
obligor
thereon. All such Permitted Investments shall be held to maturity, unless
payable on demand. Any investment of funds in an Investment Account shall
be
made in the name of the Trust Administrator (in its capacity as such) or
in the
name of a nominee of the Trust Administrator. The Trust Administrator shall
be
entitled to sole possession (except with respect to investment direction
of
funds held in the Collection Account and the Distribution Account and any
income
and gain realized thereon) over each such investment, and any certificate
or
other instrument evidencing any such investment shall be delivered directly
to
the Trust Administrator or its agent, together with any document of transfer
necessary to transfer title to such investment to the Trust Administrator
or its
nominee. In the event amounts on deposit in an Investment Account are at
any
time invested in a Permitted Investment payable on demand, the Trust
Administrator shall:
|
(x)
|
consistent
with any notice required to be given thereunder, demand that payment
thereon be made on the last day such Permitted Investment may otherwise
mature hereunder in an amount equal to the lesser of (1) all amounts
then
payable thereunder and (2) the amount required to be withdrawn
on such
date; and
|
|
(y)
|
demand
payment of all amounts due thereunder promptly upon determination
by a
Responsible Officer of the Trust Administrator that such Permitted
Investment would not constitute a Permitted Investment in respect
of funds
thereafter on deposit in the Investment
Account.
|
(b) All
income and gain realized from the investment of funds deposited in the
Collection Account held by or on behalf of the Master Servicer, shall be
for the
benefit of the Master Servicer and shall be subject to its withdrawal in
accordance with Section 3.11. The Master Servicer shall deposit in the
Collection Account the amount of any loss of principal incurred in respect
of
any such Permitted Investment made with funds in such accounts immediately
upon
realization of such loss.
(c) All
income and gain realized from the investment of funds deposited in the
Distribution Account held by or on behalf of the Paying Agent, shall be for
the
benefit of the Paying Agent and shall be subject to its withdrawal at any
time.
The Paying Agent shall deposit in the Distribution Account the amount of
any
loss of principal incurred in respect of any such Permitted Investment made
with
funds in such accounts immediately upon realization of such loss.
(d) Except
as
otherwise expressly provided in this Agreement, if any default occurs in
the
making of a payment due under any Permitted Investment, or if a default occurs
in any other performance required under any Permitted Investment, the Trustee
may and, subject to Section 8.01 and Section 8.02(a)(v), upon the request
of the
Holders of Certificates representing more than 50% of the Voting Rights
allocated to any Class of Certificates, shall take such action as may be
appropriate to enforce such payment or performance, including the institution
and prosecution of appropriate proceedings.
| SECTION 3.13 |
Maintenance
of the Primary Mortgage Insurance Policies; Collections
Thereunder.
|
The
Master Servicer will maintain or cause the related Sub-Servicer, if any,
to
maintain in full force and effect, if required under the Mortgage Loan Purchase
Agreement and to the extent available, a Primary Mortgage Insurance Policy
with
respect to each Mortgage Loan so insured as of the Closing Date (or, in the
case
of a Qualified Substitute Mortgage Loan, on the date of substitution). Such
coverage will be maintained with respect to each such Mortgage Loan for so
long
as it is outstanding, subject to any applicable laws or until the related
Loan-to-Value Ratio is reduced to less than or equal to 80% based on Mortgagor
payments. The Master Servicer shall cause the premium for each Primary Mortgage
Insurance Policy to be paid on a timely basis and shall pay such premium
out of
its own funds if it is not otherwise paid. The Master Servicer or the related
Sub-Servicer, if any, will not cancel or refuse to renew any such Primary
Mortgage Insurance Policy in effect on the Closing Date (or, in the case
of a
Qualified Substitute Mortgage Loan, on the date of substitution) that is
required to be kept in force under this Agreement unless a replacement Primary
Mortgage Insurance Policy for such canceled or non-renewed policy is obtained
from and maintained with a Qualified Insurer.
The
Master Servicer shall not take, or permit any Sub-Servicer to take, any action
which would result in non-coverage under any applicable Primary Mortgage
Insurance Policy of any loss which, but for the actions of the Master Servicer
or Sub-Servicer, would have been covered thereunder. The Master Servicer
will
comply in the performance of this Agreement with all reasonable rules and
requirements of each insurer under each Primary Mortgage Insurance Policy.
In
connection with any assumption and modification agreement or substitution
of
liability agreement entered into or to be entered into pursuant to Section
3.15,
the Master Servicer shall promptly notify the insurer under the related Primary
Mortgage Insurance Policy, if any, of such assumption in accordance with
the
terms of such policies and shall take all actions which may be required by
such
insurer as a condition to the continuation of coverage under the Primary
Mortgage Insurance Policy. If any such Primary Mortgage Insurance Policy
is
terminated as a result of such assumption, the Master Servicer or the related
Sub-Servicer shall obtain a replacement Primary Mortgage Insurance Policy
as
provided above.
In
connection with its activities as administrator and servicer of the Mortgage
Loans, the Master Servicer agrees to prepare and present, on behalf of itself,
the Trustee and the Certificateholders, claims to the insurer under any Primary
Mortgage Insurance Policy in a timely fashion in accordance with the terms
of
such policies and, in this regard, to take such action as shall be necessary
to
permit recovery under any Primary Mortgage Insurance Policy respecting a
defaulted Mortgage Loan. Any amounts collected by the Master Servicer under
any
Primary Mortgage Insurance Policy shall be deposited in the Collection Account,
subject to withdrawal pursuant to Section 3.11; and any amounts collected
by the
Master Servicer under any Primary Mortgage Insurance Policy in respect of
any
REO Property shall be deposited in the Collection Account, subject to withdrawal
pursuant to Section 3.23. In those cases in which a Mortgage Loan is serviced
by
a Sub-Servicer, the Sub-Servicer, on behalf of itself, the Trustee, and the
Certificateholders, will present claims to the insurer under any Primary
Mortgage Insurance Policy and all collections thereunder shall be deposited
initially in the Sub-Servicing Account.
| SECTION 3.14 |
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.
|
(a) The
Master Servicer shall cause to be maintained for each Mortgage Loan fire
insurance with extended coverage on the related Mortgaged Property in an
amount
which is at least equal to the least of (i) the current principal balance
of
such Mortgage Loan, (ii) the amount necessary to fully compensate for any
damage
or loss to the improvements that are a part of such property on a replacement
cost basis and (iii) the maximum insurable value of the improvements which
are a
part of such Mortgaged Property, in each case in an amount not less than
such
amount as is necessary to avoid the application of any coinsurance clause
contained in the related hazard insurance policy. The Master Servicer shall
also
cause to be maintained fire insurance with extended coverage on each REO
Property in an amount which is at least equal to the lesser of (i) the maximum
insurable value of the improvements which are a part of such property and
(ii)
the outstanding principal balance of the related Mortgage Loan at the time
it
became an REO Property, plus accrued interest at the Mortgage Rate and related
Servicing Advances. The Master Servicer will comply in the performance of
this
Agreement with all reasonable rules and requirements of each insurer under
any
such hazard policies. Any amounts to be collected by the Master Servicer
under
any such policies (other than amounts to be applied to the restoration or
repair
of the property subject to the related Mortgage or amounts to be released
to the
Mortgagor in accordance with the procedures that the Master Servicer would
follow in servicing loans held for its own account, subject to the terms
and
conditions of the related Mortgage and Mortgage Note) shall be deposited
in the
Collection Account, subject to withdrawal pursuant to Section 3.11, if received
in respect of a Mortgage Loan, or in the REO Account, subject to withdrawal
pursuant to Section 3.23, if received in respect of an REO Property. Any
cost
incurred by the Master Servicer in maintaining any such insurance shall not,
for
the purpose of calculating distributions to Certificateholders, be added
to the
unpaid principal balance of the related Mortgage Loan, notwithstanding that
the
terms of such Mortgage Loan so permit. It is understood and agreed that no
earthquake or other additional insurance is to be required of any Mortgagor
other than pursuant to such applicable laws and regulations as shall at any
time
be in force and as shall require such additional insurance. If the Mortgaged
Property or REO Property is at any time in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special flood
hazards, the Master Servicer will cause to be maintained a flood insurance
policy in respect thereof. Such flood insurance shall be in an amount equal
to
the lesser of (i) the unpaid principal balance of the related Mortgage Loan
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 Master Servicer shall obtain and maintain a blanket policy
with
an insurer having a General Policy Rating of A:X or better in Best’s Key Rating
Guide (or such other rating that is comparable to such rating) 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 two sentences of
this
Section 3.14, it being understood and agreed that such policy may contain
a
deductible clause, in which case the Master Servicer shall, in the event
that
there shall not have been maintained on the related Mortgaged Property or
REO
Property a policy complying with the first two sentences of this Section
3.14,
and there shall have been one or more losses which would have been covered
by
such policy, deposit to the Collection Account from its own funds the amount
not
otherwise payable under the blanket policy because of such deductible clause.
In
connection with its activities as administrator and servicer of the Mortgage
Loans, the Master Servicer agrees to prepare and present, on behalf of itself,
the Trustee and the Certificateholders, claims under any such blanket policy
in
a timely fashion in accordance with the terms of such policy.
(b) The
Master Servicer shall keep in force during the term of this Agreement a policy
or policies of insurance covering errors and omissions for failure in the
performance of the Master Servicer’s obligations under this Agreement, which
policy or policies shall be in such form and amount that would meet the
requirements of Xxxxxx Xxx or Xxxxxxx Mac if it were the purchaser of the
Mortgage Loans, unless the Master Servicer has obtained a waiver of such
requirements from Xxxxxx Mae or Xxxxxxx Mac. The Master Servicer shall also
maintain a fidelity bond in the form and amount that would meet the requirements
of Xxxxxx Mae or Xxxxxxx Mac, unless the Master Servicer has obtained a waiver
of such requirements from Xxxxxx Mae or Xxxxxxx Mac. The Master Servicer
shall
provide the Trustee and the Paying Agent (upon the Trustee’s or Paying Agent’s
reasonable request) with copies of any such insurance policies and fidelity
bond. The Master Servicer shall be deemed to have complied with this provision
if an Affiliate of the Master Servicer has such errors and omissions and
fidelity bond coverage and, by the terms of such insurance policy or fidelity
bond, the coverage afforded thereunder extends to the Master Servicer. Any
such
errors and omissions policy and fidelity bond shall by its terms not be
cancelable without thirty days’ prior written notice to the Trustee. The Master
Servicer shall also cause each Sub-Servicer to maintain a policy of insurance
covering errors and omissions and a fidelity bond which would meet such
requirements.
| SECTION 3.15 |
Enforcement
of Due-On-Sale Clauses; Assumption
Agreements.
|
The
Master Servicer will, to the extent it has knowledge of any conveyance or
prospective conveyance of any Mortgaged Property by any Mortgagor (whether
by
absolute conveyance or by contract of sale, and whether or not the Mortgagor
remains or is to remain liable under the Mortgage Note and/or the Mortgage),
exercise its rights to accelerate the maturity of such Mortgage Loan under
the
“due-on-sale” clause, if any, applicable thereto; provided, however, that the
Master Servicer shall not exercise any such rights if prohibited by law from
doing so or if the exercise of such rights would impair or threaten to impair
any recovery under the related Primary Mortgage Insurance Policy, if any.
If the
Master Servicer reasonably believes it is unable under applicable law to
enforce
such “due-on-sale” clause, or if any of the other conditions set forth in the
proviso to the preceding sentence apply, the Master Servicer will enter into
an
assumption and modification agreement from or with the person to whom such
property has been conveyed or is proposed to be conveyed, pursuant to which
such
person becomes liable under the Mortgage Note and, to the extent permitted
by
applicable state law, the Mortgagor remains liable thereon. The Master Servicer
is also authorized to enter into a substitution of liability agreement with
such
person, pursuant to which the original Mortgagor is released from liability
and
such person is substituted as the Mortgagor and becomes liable under the
Mortgage Note, provided that no such substitution shall be effective unless
such
person satisfies the underwriting criteria of the Master Servicer. In connection
with any assumption or substitution, the Master Servicer shall apply such
underwriting standards and follow such practices and procedures as shall
be
normal and usual in its general mortgage servicing activities and as it applies
to other mortgage loans owned solely by it. The Master Servicer shall not
take
or enter into any assumption and modification agreement, however, unless
(to the
extent practicable in the circumstances) it shall have received confirmation,
in
writing, of the continued effectiveness of any applicable Primary Mortgage
Insurance Policy or hazard insurance policy, or a new policy meeting the
requirements of this Section is obtained. Any fee collected by the Master
Servicer in respect of an assumption or substitution of liability agreement
will
be retained by the Master Servicer as additional servicing compensation.
In
connection with any such assumption, no material term of the Mortgage Note
(including but not limited to the related Mortgage Rate and the amount of
the
Monthly Payment) may be amended or modified, except as otherwise required
pursuant to the terms thereof. The Master Servicer shall notify the Trustee
that
any such substitution or assumption agreement has been completed by forwarding
to the Custodian (with a copy to the Trustee) the executed original of such
substitution or assumption agreement, which document shall be added to the
related Mortgage File and shall, for all purposes, be considered a part of
such
Mortgage File to the same extent as all other documents and instruments
constituting a part thereof.
Notwithstanding
the foregoing paragraph or any other provision of this Agreement, the Master
Servicer shall not be deemed to be in default, breach or any other violation
of
its obligations hereunder by reason of any assumption of a Mortgage Loan
by
operation of law or by the terms of the Mortgage Note or any assumption which
the Master Servicer may be restricted by law from preventing, for any reason
whatever. For purposes of this Section 3.15, the term “assumption” is deemed to
also include a sale (of the Mortgaged Property) subject to the Mortgage that
is
not accompanied by an assumption or substitution of liability
agreement.
| SECTION 3.16 |
Realization
Upon Defaulted Mortgage Loans.
|
(a) The
Master Servicer shall, consistent with the servicing standard set forth in
Section 3.01, foreclose upon or otherwise comparably convert 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. The Master Servicer shall
be
responsible for all costs and expenses incurred by it in any such proceedings;
provided, however, that such costs and expenses will be recoverable as Servicing
Advances by the Master Servicer as contemplated in Section 3.11 and Section
3.23. The foregoing is subject to the provision that, in any case in which
Mortgaged Property shall have suffered damage from an Uninsured Cause, the
Master Servicer shall not be required to expend its own funds toward the
restoration of such property unless it shall determine in its discretion
that
such restoration will increase the proceeds of liquidation of the related
Mortgage Loan after reimbursement to itself for such expenses.
(b) Notwithstanding
the foregoing provisions of this Section 3.16 or any other provision of this
Agreement, with respect to any Mortgage Loan as to which the Master Servicer
has
received actual notice of, or has actual knowledge of, the presence of any
toxic
or hazardous substance on the related Mortgaged Property, the Master Servicer
shall not, on behalf of the Trustee, either (i) obtain title to such Mortgaged
Property as a result of or in lieu of foreclosure or otherwise, or (ii)
otherwise acquire possession of, or take any other action with respect to,
such
Mortgaged Property, if, as a result of any such action, the Trustee, the
Trust
Fund, the Trust Administrator, the Master Servicer or the Certificateholders
would be considered to hold title to, to be a “mortgagee-in- possession” of, or
to be an “owner” or “operator” of such Mortgaged Property within the meaning of
the Comprehensive Environmental Response, Compensation and Liability Act
of
1980, as amended from time to time, or any comparable law, unless the Master
Servicer has also previously determined, based on its reasonable judgment
and a
report prepared by a Person who regularly conducts environmental audits using
customary industry standards, that:
(1) such
Mortgaged Property is in compliance with applicable environmental laws or,
if
not, that it would be in the best economic interest of the Trust Fund to
take
such actions as are necessary to bring the Mortgaged Property into compliance
therewith; and
(2) there
are
no circumstances present at such Mortgaged Property relating to the use,
management or disposal of any hazardous substances, hazardous materials,
hazardous wastes, or petroleum-based materials for which investigation, testing,
monitoring, containment, clean-up or remediation could be required under
any
federal, state or local law or regulation, or that if any such materials
are
present for which such action could be required, that it would be in the
best
economic interest of the Trust Fund to take such actions with respect to
the
affected Mortgaged Property.
The
cost
of the environmental audit report contemplated by this Section 3.23 shall
be
advanced by the Master Servicer, subject to the Master Servicer’s right to be
reimbursed therefor from the Collection Account as provided in Section
3.11(a)(ix), such right of reimbursement being prior to the rights of
Certificateholders to receive any amount in the Collection Account received
in
respect of the affected Mortgage Loan or other Mortgage Loans.
If
the
Master Servicer determines, as described above, that it is in the best economic
interest of the Trust Fund to take such actions as are necessary to bring
any
such Mortgaged Property into compliance with applicable environmental laws,
or
to take such action with respect to the containment, clean-up or remediation
of
hazardous substances, hazardous materials, hazardous wastes or petroleum-based
materials affecting any such Mortgaged Property, then the Master Servicer
shall
take such action as it deems to be in the best economic interest of the Trust
Fund. The cost of any such compliance, containment, cleanup or remediation
shall
be advanced by the Master Servicer, subject to the Master Servicer’s right to be
reimbursed therefor from the Collection Account as provided in Section
3.11(a)(ix), such right of reimbursement being prior to the rights of
Certificateholders to receive any amount in the Collection Account received
in
respect of the affected Mortgage Loan or other Mortgage Loans.
(c) The
Master Servicer shall have the right to purchase from the Trust Fund any
defaulted Mortgage Loan that is 90 days or more delinquent, which the Master
Servicer determines in good faith will otherwise become subject to foreclosure
proceedings (evidence of such determination to be delivered in writing to
the
Trustee and the Trust Administrator, in form and substance satisfactory to
the
Trustee and the Trust Administrator prior to purchase), at a price equal
to the
Purchase Price. The Purchase Price for any Mortgage Loan purchased hereunder
shall be deposited in the Collection Account, and the Trustee (or a Custodian
on
behalf of the Trustee), upon receipt of written certification from the Master
Servicer of such deposit, shall release or cause to be released to the Master
Servicer the related Mortgage File and the Trustee (or a Custodian on behalf
of
the Trustee), upon receipt of written certification from the Master Servicer
of
such deposit, shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as the Master Servicer shall furnish
and as shall be necessary to vest in the Master Servicer title to any Mortgage
Loan released pursuant hereto.
(d) Proceeds
received in connection with any Final Recovery Determination, as well as
any
recovery resulting from a partial collection of Insurance Proceeds or
Liquidation Proceeds, in respect of any Mortgage Loan, will be applied in
the
following order of priority: first, to reimburse the Master Servicer or any
Sub-Servicer for any related unreimbursed Servicing Advances and P&I
Advances, pursuant to Section 3.11(a)(ii) or (a)(iii)(B); second, to accrued
and
unpaid interest on the Mortgage Loan, to the date of the Final Recovery
Determination, or to the Due Date prior to the Distribution Date on which
such
amounts are to be distributed if not in connection with a Final Recovery
Determination; and third, as a recovery of principal of the Mortgage Loan.
If
the amount of the recovery so allocated to interest is less than the full
amount
of accrued and unpaid interest due on such Mortgage Loan, the amount of such
recovery will be allocated by the Master Servicer as follows: first, to unpaid
Servicing Fees; and second, to the balance of the interest then due and owing.
The portion of the recovery so allocated to unpaid Servicing Fees shall be
reimbursed to the Master Servicer or any Sub-Servicer pursuant to Section
3.11(a)(iii)(A).
| SECTION 3.17 |
Trustee
to Cooperate; Release of Mortgage
Files.
|
(a) Upon
the
payment in full of any Mortgage Loan, or the receipt by the Master Servicer
of a
notification that payment in full shall be escrowed in a manner customary
for
such purposes, the Master Servicer will immediately notify the Custodian,
on
behalf of the Trustee, by a certification in the form of Exhibit E (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 Collection Account pursuant to Section 3.10 have been or
will
be so deposited) of a Servicing Officer and shall request that the Custodian,
on
behalf of the Trustee, deliver to it the Mortgage File. Upon receipt of such
certification and request, the Custodian, on behalf of the Trustee, shall
promptly release the related Mortgage File to the Master Servicer, and the
Master Servicer is authorized to cause the removal from the registration
on the
MERS® System of any such Mortgage, if applicable, 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.
No
expenses incurred in connection with any instrument of satisfaction or deed
of
reconveyance shall be chargeable to the Collection Account or the Distribution
Account.
The
Trustee (or a Custodian on its behalf) shall, at the written request and
expense
of any Certificateholder, provide a written report to such Certificateholder
of
all Mortgage Files released to the Master Servicer for servicing
purposes.
(b) From
time
to time and as appropriate for the servicing or foreclosure of any Mortgage
Loan, including, for this purpose, collection under any Primary Mortgage
Insurance Policy or any other insurance policy relating to the Mortgage Loans,
the Custodian, on behalf of the Trustee, shall, upon request of the Master
Servicer and delivery to the Custodian and the Trustee of a Request for Release
in the form of Exhibit E-l, release the related Mortgage File to the Master
Servicer, and the Custodian, on behalf of the Trustee, shall, at the direction
of the Master Servicer, execute such documents as shall be necessary to the
prosecution of any such proceedings. Such Request for Release shall obligate
the
Master Servicer to return each and every document previously requested from the
Mortgage File to the Custodian when the need therefor by the Master Servicer
no
longer exists, unless the Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the Collection
Account or the Mortgage File or such document has been delivered 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 Master
Servicer has delivered to the Custodian, on behalf of 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. Upon receipt of a certificate of a Servicing Officer
stating that such Mortgage Loan was liquidated and that all amounts received
or
to be received in connection with such liquidation that are required to be
deposited into the Collection Account have been so deposited, or that such
Mortgage Loan has become an REO Property, a copy of the Request for Release
shall be released by the Custodian, on behalf of the Trustee, to the Master
Servicer.
(c) Upon
written certification of a Servicing Officer, the Trustee shall execute and
deliver to the Master Servicer any court pleadings, requests for trustee’s sale
or other documents reasonably 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. Each
such
certification shall include a request that such pleadings or documents be
executed by the Trustee and a statement as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not 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 3.18 |
Servicing
Compensation.
|
As
compensation for the activities of the Master Servicer hereunder, the Master
Servicer shall be entitled to the Servicing Fee with respect to each Mortgage
Loan payable solely from payments of interest in respect of such Mortgage
Loan,
subject to Section 3.24. In addition, the Master Servicer shall be entitled
to
recover unpaid Servicing Fees out of Insurance Proceeds or Liquidation Proceeds
to the extent permitted by Section 3.11(a)(iii)(A) and out of amounts derived
from the operation and sale of an REO Property to the extent permitted by
Section 3.23. The right to receive the Servicing Fee may not be transferred
in
whole or in part except in connection with the transfer of all of the Master
Servicer’s responsibilities and obligations under this Agreement.
Additional
servicing compensation in the form of assumption fees, late payment charges
and
other similar fees and charges shall be retained by the Master Servicer (subject
to Section 3.24) only to the extent such fees or charges are received by
the
Master Servicer. The Master Servicer shall also be entitled pursuant to Section
3.11(a)(iv) to withdraw from the Collection Account, and pursuant to Section
3.23(b) to withdraw from any REO Account, as additional servicing compensation,
interest or other income earned on deposits therein, subject to Section 3.12
and
Section 3.24. The Master Servicer shall be required to pay all expenses incurred
by it in connection with its servicing activities hereunder (including premiums
due under any Primary Insurance Policies, if applicable, premiums for the
insurance required by Section 3.14, to the extent such premiums are not paid
by
the related Mortgagors or by a Sub-Servicer, servicing compensation of each
Sub-Servicer, and to the extent provided herein in Section 8.05, the fees
and
expenses of the Trustee and the Trust Administrator) and shall not be entitled
to reimbursement therefor except as specifically provided herein.
| SECTION 3.19 |
Reports
to the Trust Administrator; Collection Account
Statements.
|
Not
later
than fifteen days after each Distribution Date, the Master Servicer shall
forward to the Trust Administrator and the Trustee, upon the request of the
Trust Administrator or the Trustee, a statement prepared by the Master Servicer
setting forth the status of the Collection Account as of the close of business
on the last day of the calendar month relating to such Distribution Date
and
showing, for the period covered by such statement, the aggregate amount of
deposits into and withdrawals from the Collection Account of each category
of
deposit specified in Section 3.10(a) and each category of withdrawal specified
in Section 3.11. Such statement may be in the form of the then current Xxxxxx
Mae Monthly Accounting Report for its Guaranteed Mortgage Pass-Through Program
with appropriate additions and changes, and shall also include information
as to
the aggregate of the outstanding principal balances of all of the Mortgage
Loans
as of the last day of the calendar month immediately preceding such Distribution
Date. Copies of such statement shall be provided by the Trust Administrator
to
the Certificates Registrar, and the Certificate Registrar shall provide the
same
to any Certificateholder and to any Person identified to the Certificate
Registrar as a prospective transferee of a Certificate, upon the request
and at
the expense of the requesting party, provided such statement is delivered
by the
Master Servicer to the Trust Administrator and by the Trust Administrator
to the
Certificate Registrar.
| SECTION 3.20 |
Statement
as to Compliance.
|
The
Master Servicer shall deliver to the Depositor and the Trust Administrator,
on
or before March 15th
of each
calendar year beginning in 2008, an Officers’ Certificate (an “Annual Statement
of Compliance”) stating, as to each signatory thereof, that (i) a review of the
activities of the Master Servicer during the preceding calendar year and
of
performance under this Agreement has been made under such officers’ supervision
and (ii) to the best of such officers’ knowledge, based on such review, the
Master Servicer has fulfilled all of its obligations under this Agreement
in all
material respects throughout such year, 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 of cure provisions
thereof. The Master Servicer shall deliver, or cause any Sub-Servicer to
deliver, a similar Annual Statement of Compliance by any Sub-Servicer to
which
any servicing responsibilities have been delegated with respect to the Mortgage
Loans, to the Depositor and the Trust Administrator as described above as
and
when required with respect to the Master Servicer.
If
the
Master Servicer cannot deliver the related Annual Statement of Compliance
by
March 15th
of such
year, the Trustee, at the direction of the Depositor, may permit a cure period
for the Master Servicer to deliver such Annual Statement of Compliance, but
in
no event later than March 18th
of such
year.
Failure
of the Master Servicer to comply with this Section 3.20 shall be deemed a
Master
Servicer Event of Default and the Trustee at the direction of the Depositor
shall, in addition to whatever rights the Trustee may have under this Agreement
and at law or equity or to damages, including injunctive relief and specific
performance, upon notice immediately terminate all of the rights and obligations
of the Master Servicer under this Agreement and in and to the Mortgage Loans
and
the proceeds thereof without compensating the Master Servicer for the same.
This
paragraph shall supersede any other provision in this Agreement or any other
agreement to the contrary.
The
Master Servicer shall indemnify and hold harmless the Depositor and its
officers, directors and Affiliates from and against any actual losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses that such Person may sustain
based
upon a breach of the Master Servicer’s obligations under this Section
3.20.
| SECTION 3.21 |
Assessments
of Compliance and Attestation
Reports.
|
(a) The
Master Servicer shall service and administer the Mortgage Loans in accordance
with all applicable requirements of the Servicing Criteria (as set forth
in
Exhibit C hereto). The Master Servicer shall deliver to the Depositor and
the
Trust Administrator or cause to be delivered to the Depositor and the Trust
Administrator, on or before March 1st
of each
calendar year beginning in 2008, the following:
(i) a
report
(an “Assessment of Compliance”) regarding the Master Servicer’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 signed by an authorized officer
of
the Master Servicer, and shall address each of the Servicing Criteria set
forth
in Exhibit C hereto;
(ii) a
report
(an “Attestation 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 Master Servicer 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;
(iii) from
each
Sub-Servicer, and each subcontractor determined by the Master Servicer to
be
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB, an Assessment of Compliance and Attestation Report as and
when
provided in paragraphs (i) and (ii) of this Section 3.21(a); and
(iv) a
statement as to which of the Servicing Criteria, if any, are not applicable
to
the Master Servicer, which statement shall be based on the activities it
performs with respect to asset-backed securities transactions taken as a
whole
involving the Master Servicer, that are backed by the same asset type as
the
Mortgage Loans.
(b) As
provided in 3.21(a)(iii) above, the Master Servicer shall, or shall cause
any
Sub-Servicer and each subcontractor determined by the Master Servicer to
be
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB to, deliver to the Trust Administrator and the Depositor an
Assessment of Compliance and Attestation Report as and when provided
above.
Such
Assessment of Compliance, as to any Sub-Servicer, shall at a minimum address
each of the Servicing Criteria specified on Exhibit C hereto which are indicated
as applicable to any “primary servicer.” Notwithstanding the foregoing, as to
any subcontractor, an Assessment of Compliance is not required to be delivered
unless it is required as part of a Form 10-K with respect to the Trust
Fund.
If
the
Master Servicer cannot deliver any Assessment of Compliance or Attestation
Report by March 1st
of such
year, the Trustee, at the direction of the Depositor, may permit a cure period
for the Master Servicer to deliver such Assessment of Compliance or Attestation
Report, but in no event later than March 15th
of such
year.
Failure
of the Master Servicer to timely comply with this Section 3.21 shall be deemed
a
Master Servicer Event of Default, and upon the receipt of written notice
from
the Trustee of such Event of Default, the Trustee at the direction of the
Depositor may, in addition to whatever rights the Trustee may have under
this
Agreement and at law or equity or to damages, including injunctive relief
and
specific performance, upon notice immediately terminate all the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof without compensating the Master Servicer
for the same. This paragraph shall supersede any other provision in this
Agreement or any other agreement to the contrary.
The
Trust
Administrator shall also provide an Assessment of Compliance and Attestation
Report, as and when provided above, which shall at a minimum address each
of the
Servicing Criteria specified on Exhibit C hereto which are indicated as
applicable to the Trust Administrator. The Paying Agent, Certificate Registrar
and Authenticating Agent shall also provide an Assessment of Compliance and
Attestation Report, as and when provided above, which shall at a minimum
address
each of the Servicing Criteria specified on Exhibit C hereto which are indicated
as applicable to the Paying Agent, Certificate Registrar and Authenticating
Agent. The Master Servicer shall on behalf of the Trustee enforce the
obligations of the Custodian under the Custodial Agreement to provide an
Assessment of Compliance and Attestation Report, as, when and to the extent
set
forth in the Custodial Agreement.
The
Master Servicer shall indemnify and hold harmless the Depositor and its
officers, directors and Affiliates from and against any actual losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses that such Person may sustain
based
upon a breach of the Master Servicer’s obligations, as applicable, under this
Section 3.21. The Trust Administrator shall indemnify and hold harmless the
Depositor and its officers, directors and Affiliates from and against any
actual
losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal
fees and related costs, judgments and other costs and expenses that such
Person
may sustain based upon any failure of the Trust Administrator to deliver
when
required its Assessment of Compliance and Attestation Report. The Paying
Agent,
Certificate Registrar and Authenticating Agent shall indemnify and hold harmless
the Depositor and its officers, directors and Affiliates from and against
any
actual losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and related costs, judgments and other costs and expenses that
such
Person may sustain based upon any failure of the Paying Agent, Certificate
Registrar and Authenticating Agent to deliver when required its Assessment
of
Compliance.
| SECTION 3.22 |
Access
to Certain Documentation.
|
The
Master Servicer shall provide to the Office of the Controller of the Currency,
the Office of Thrift Supervision, the FDIC, and any other federal or state
banking or insurance regulatory authority that may exercise authority over
any
Certificateholder, access to the documentation regarding the Mortgage Loans
required by applicable laws and regulations. Such access shall be afforded
without charge, but only upon reasonable request and during normal business
hours at the offices of the Master Servicer designated by it. In addition,
access to the documentation regarding the Mortgage Loans required by applicable
laws and regulations will be provided to such Certificateholder, the Trustee,
the Trust Administrator and to any Person identified to the Master Servicer
as a
prospective transferee of a Certificate, upon reasonable request during normal
business hours at the offices of the Master Servicer designated by it at
the
expense of the Person requesting such access.
| SECTION 3.23 |
Title,
Management and Disposition of REO
Property.
|
(a) The
deed
or certificate of sale of any REO Property shall be taken in the name of
the
Trustee, or its nominee, in trust for the benefit of the Certificateholders.
The
Master Servicer, on behalf of the Trust Fund, shall either sell any REO Property
before the close of the third taxable year following the year the Trust Fund
acquires ownership of such REO Property for purposes of Section 860G(a)(8)
of
the Code or request from the Internal Revenue Service, no later than 60 days
before the day on which the above three-year grace period would otherwise
expire, an extension of the above three-year grace period, unless the Master
Servicer shall have delivered to the Trustee, the Trust Administrator and
the
Depositor an Opinion of Counsel, addressed to the Trustee, the Trust
Administrator and the Depositor, to the effect that the holding by the Trust
Fund of such REO Property subsequent to the close of the third taxable year
after its acquisition will not result in the imposition on the Trust Fund
of
taxes on “prohibited transactions” thereof, as defined in Section 860F of the
Code, or cause any Trust REMIC to fail to qualify as a REMIC under Federal
law
at any time that any Certificates are outstanding. The Master Servicer shall
manage, conserve, protect and operate each REO Property for the
Certificateholders solely for the purpose of its prompt disposition and sale
in
a manner which does not cause such REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code or
result in the receipt by any Trust REMIC of any “income from non-permitted
assets” within the meaning of Section 860F(a)(2)(B) of the Code, or any “net
income from foreclosure property” which is subject to taxation under the REMIC
Provisions.
(b) The
Master Servicer shall segregate and hold all funds collected and received
in
connection with the operation of any REO Property separate and apart from
its
own funds and general assets and shall establish and maintain with respect
to
REO Properties an account held in trust for the Trustee for the benefit of
the
Certificateholders (the “REO Account”), which shall be an Eligible Account. The
Master Servicer shall be permitted to allow the Collection Account to serve
as
the REO Account, subject to separate ledgers for each REO Property. The Master
Servicer shall be entitled to retain or withdraw any interest income paid
on
funds deposited in the REO Account.
(c) The
Master Servicer shall have full power and authority, subject only to the
specific requirements and prohibitions of this Agreement, to do any and all
things in connection with any REO Property as are consistent with the manner
in
which the Master Servicer manages and operates similar property owned by
the
Master Servicer or any of its Affiliates, all on such terms and for such
period
as the Master Servicer deems to be in the best interests of Certificateholders.
In connection therewith, the Master Servicer shall deposit, or cause to be
deposited in the clearing account (which account must be an Eligible Account)
in
which it customarily deposits payments and collections on mortgage loans
in
connection with its mortgage loan servicing activities on a daily basis,
and in
no event more than two Business Days after the Master Servicer’s receipt
thereof, and shall thereafter deposit in the REO Account, in no event more
than
one Business Day after the deposit of such funds into the clearing account,
all
revenues received by it with respect to an REO Property and shall withdraw
therefrom funds necessary for the proper operation, management and maintenance
of such REO Property including, without limitation:
(i) all
insurance premiums due and payable in respect of such REO Property;
(ii) all
real
estate taxes and assessments in respect of such REO Property that may result
in
the imposition of a lien thereon; and
(iii) all
costs
and expenses necessary to maintain such REO Property.
To
the
extent that amounts on deposit in the REO Account with respect to an REO
Property are insufficient for the purposes set forth in clauses (i) through
(iii) above with respect to such REO Property, the Master Servicer shall
advance
from its own funds such amount as is necessary for such purposes if, but
only
if, the Master Servicer would make such advances if the Master Servicer owned
the REO Property and if in the Master Servicer’s judgment, the payment of such
amounts will be recoverable from the rental or sale of the REO
Property.
Notwithstanding
the foregoing, none of the Master Servicer, the Trust Administrator or the
Trustee shall:
(i) authorize
the Trust Fund to enter into, renew or extend any New Lease with respect
to any
REO Property, if the New Lease by its terms will give rise to any income
that
does not constitute Rents from Real Property;
(ii) authorize
any amount to be received or accrued under any New Lease other than amounts
that
will constitute Rents from Real Property;
(iii) authorize
any construction on any REO Property, other than the completion of a building
or
other improvement thereon, and then only if more than ten percent of the
construction of such building or other improvement was completed before default
on the related Mortgage Loan became imminent, all within the meaning of Section
856(e)(4)(B) of the Code; or
(iv) authorize
any Person to Directly Operate any REO Property on any date more than 90
days
after its date of acquisition by the Trust Fund;
unless,
in any such case, the Master Servicer has obtained an Opinion of Counsel,
provided to the Trust Administrator and the Trustee, to the effect that such
action will not cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code at any time that
it is held by the Trust Fund, in which case the Master Servicer may take
such
actions as are specified in such Opinion of Counsel.
The
Master Servicer may contract with any Independent Contractor for the operation
and management of any REO Property, provided that:
(i) the
terms
and conditions of any such contract shall not be inconsistent
herewith;
(ii) any
such
contract shall require, or shall be administered to require, that the
Independent Contractor pay all costs and expenses incurred in connection
with
the operation and management of such REO Property, including those listed
above
and remit all related revenues (net of such costs and expenses) to the Master
Servicer as soon as practicable, but in no event later than thirty days
following the receipt thereof by such Independent Contractor;
(iii) none
of
the provisions of this Section 3.23(c) relating to any such contract or to
actions taken through any such Independent Contractor shall be deemed to
relieve
the Master Servicer of any of its duties and obligations to the Trustee on
behalf of the Certificateholders with respect to the operation and management
of
any such REO Property; and
(iv) the
Master Servicer shall be obligated with respect thereto to the same extent
as if
it alone were performing all duties and obligations in connection with the
operation and management of such REO Property.
The
Master Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Master Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to
limit
or modify such indemnification. The Master Servicer shall be solely liable
for
all fees owed by it to any such Independent Contractor, irrespective of whether
the Master Servicer’s compensation pursuant to Section 3.18 is sufficient to pay
such fees.
(d) In
addition to the withdrawals permitted under Section 3.23(c), the Master Servicer
may from time to time make withdrawals from the REO Account for any REO
Property: (i) to pay itself or any Sub-Servicer unpaid Servicing Fees in
respect
of the related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer
for unreimbursed Servicing Advances and P&I Advances made in respect of such
REO Property or the related Mortgage Loan. Any income from the related REO
Property received during any calendar months prior to a Final Recovery
Determination, net of any withdrawals made pursuant to Section 3.23(c) or
this
Section 3.23(d), shall be withdrawn by the Master Servicer from each REO
Account
maintained by it and remitted to the Paying Agent for deposit into the
Distribution Account in accordance with Section 3.10(d)(ii) on the Master
Servicer Remittance Date relating to a Final Recovery Determination with
respect
to such Mortgage Loan, for distribution on the related Distribution Date
in
accordance with Section 4.01.
(e) Subject
to the time constraints set forth in Section 3.23(a), and further subject
to
obtaining the approval of the insurer under any related Primary Mortgage
Insurance Policy (if and to the extent that such approvals are necessary
to make
claims under such policies in respect of the affected REO Property), each
REO
Disposition shall be carried out by the Master Servicer at such price and
upon
such terms and conditions as the Master Servicer shall deem necessary or
advisable, as shall be normal and usual in its general servicing activities
for
similar properties.
(f) The
proceeds from the REO Disposition, net of any amount required by law to be
remitted to the Mortgagor under the related Mortgage Loan and net of any
payment
or reimbursement to the Master Servicer or any Sub-Servicer as provided above,
shall be remitted to the Paying Agent for deposit in the Distribution Account
in
accordance with Section 3.10(d)(ii) on the Master Servicer Remittance Date
in
the month following the receipt thereof for distribution on the related
Distribution Date in accordance with Section 4.01. Any REO Disposition shall
be
for cash only (unless changes in the REMIC Provisions made subsequent to
the
Startup Day allow a sale for other consideration).
(g) The
Master Servicer shall file information returns with respect to the receipt
of
mortgage interest received in a trade or business, reports of foreclosures
and
abandonments of any Mortgaged Property and cancellation of indebtedness income
with respect to any Mortgaged Property as required by Sections 6050H, 6050J
and
6050P of the Code, respectively. 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 3.24 |
Obligations
of the Master Servicer in Respect of Prepayment Interest
Shortfalls.
|
The
Master Servicer shall deliver to the Paying Agent for deposit into the
Distribution Account on or before 12:00 p.m. New York time on the Master
Servicer Remittance Date from its own funds (or from a Sub-Servicer’s own funds
received by the Master Servicer in respect of Compensating Interest) an amount
equal to the lesser of (i) the aggregate of the Prepayment Interest Shortfalls
for the related Distribution Date resulting from full or partial Principal
Prepayments during the related Prepayment Period of Mortgage Loans and (ii)
the
applicable Compensating Interest Payment.
| SECTION 3.25 |
Obligations
of the Master Servicer in Respect of Monthly
Payments.
|
In
the
event that a shortfall in any collection on or liability with respect to
any
Mortgage Loan results from or is attributable to adjustments to Stated Principal
Balances that were made by the Master Servicer in a manner not consistent
with
the terms of the related Mortgage Note and this Agreement, the Master Servicer,
upon discovery or receipt of notice thereof, immediately shall deliver to
the
Paying Agent for deposit in the Distribution Account from its own funds the
amount of any such shortfall and shall indemnify and hold harmless the Trust
Fund, the Trustee, the Trust Administrator, the Depositor and any successor
master servicer in respect of any such liability. Such indemnities shall
survive
the termination or discharge of this Agreement. If amounts paid by the Master
Servicer with respect to any Mortgage Loan pursuant to this Section 3.25
are
subsequently recovered from the related Mortgagor, the Master Servicer shall
be
permitted to reimburse itself for such amounts paid by it pursuant to this
Section 3.25 from such recoveries.
ARTICLE
IV
PAYMENTS
TO CERTIFICATEHOLDERS
| SECTION 4.01 |
Distributions.
|
(a) (1)On
each
Distribution Date, the Paying Agent, in accordance with calculations and
determinations made by the Trust Administrator as reflected in the statement
to
Certificateholders prepared by the Trust Administrator pursuant to Section
4.02,
shall withdraw from the Distribution Account an amount equal to the Available
Distribution Amount for such Distribution Date and shall distribute the
following amounts, in the following order of priority:
(A) On
each
Distribution Date, the Interest Remittance Amount shall be distributed to
the
Certificateholders in the following order of priority:
(i) concurrently,
to the Holders of each Class of the Class A Certificates, on a pro
rata
basis
based on the entitlement of each such Class, the Senior Interest Distribution
Amount for each such Class; and
(ii) sequentially
to the Holders of the Class M1, Class M2, Class M3 and Class M4 Certificates,
in
that order, in an amount equal to the Interest Distribution Amount for each
such
Class.
(B)(I) On
each
Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
Event
is in effect, the Principal Distribution Amount shall be distributed in the
following order of priority:
(i) to
the
Holders of the Class A Certificates (allocated among the Classes of Class
A
Certificates in the priority described in Section 4.01(a)(2) below), until
the
Certificate Principal Balances of such Classes have been reduced to zero;
and
(ii) sequentially,
to the Holders of the Class M1, Class M2, Class M3 and Class M4 Certificates,
in
that order, in each case, until the Certificate Principal Balance of such
Class
has been reduced to zero.
(II)
On
each
Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
Event is not in effect, the Principal Distribution Amount shall be distributed
in the following order of priority:
(i) to
the
Holders of the Class A Certificates (allocated among the Classes of Class
A
Certificates in the priority described in Section 4.01(a)(2) below), the
Senior
Principal Distribution Amount, until the Certificate Principal Balances of
such
Classes have been reduced to zero;
(ii) to
the
Holders of the Class M1 Certificates, the Class M1 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced
to
zero;
(iii) to
the
Holders of the Class M2 Certificates, the Class M2 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced
to
zero;
(iv) to
the
Holders of the Class M3 Certificates, the Class M3 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced
to
zero; and
(v) to
the
Holders of the Class M4 Certificates, the Class M4 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced
to
zero.
(C) On
each
Distribution Date, the Net Monthly Excess Cashflow shall be distributed by
the
Paying Agent as follows:
(i) to
the
Holders of the Class or Classes of Offered Certificates then entitled to
receive
distributions in respect of principal, in an amount equal to the
Overcollateralization Increase Amount, distributable as part of the Principal
Distribution Amount;
(ii) sequentially,
to the Holders of the Class M1, Class M2, Class M3 and Class M4 Certificates,
in
that order, in each case, in an amount equal to the Interest Carry Forward
Amount allocable to such Class of Certificates;
(iii) sequentially
to the Holders of the Class M1, Class M2, Class M3 and Class M4 Certificates,
in
that order, in each case up to the related Allocated Realized Loss Amount
related to each such Class of Certificates for such Distribution
Date;
(iv) to
the
Net WAC Rate Carryover Reserve Account, any Net WAC Rate Carryover Amounts
for
the Offered Certificates for such Distribution Date;
(v) to
the
Holders of the Class CE Certificates, (a) the Interest Distribution Amount
for
such Class for such Distribution Date and any Overcollateralization Reduction
Amount for such Distribution Date and (b) on any Distribution Date on which
the
aggregate Certificate Principal Balance of the Offered Certificates have
been
reduced to zero, any remaining amounts in reduction of the Certificate Principal
Balance of the Class CE Certificates, until the Certificate Principal Balance
thereof has been reduced to zero;
(vi) if
such
Distribution Date follows the expiration of the latest expiring prepayment
charge, penalty or premium on any Prepayment Charge Mortgage Loan remaining,
to
the Holders of the Class P Certificates, until the Certificate Principal
Balance
thereof has been reduced to zero; and
(vii) to
the
Holders of the Residual Certificates, any remaining amounts.
(2) With
respect to the Class A Certificates, all principal distributions will be
distributed concurrently, to (a) the Class A1 Certificates, the Class A2
Certificates and the Class A3 Certificates and (b) the Class A4 Certificates,
on
a pro
rata
basis
based on the aggregate certificate principal balance of such Classes, until
the
Certificate Principal Balance of each such Class has been reduced to zero.
Principal distributions pursuant to clause (a) of this paragraph will be
distributed, sequentially, to the Class A1, Class A2 and Class A3 Certificates,
in that order, until their respective Certificate Principal Balances have
been
reduced to zero. Notwithstanding the foregoing, on any Distribution Date
on
which the aggregate Certificate Principal Balance of the Subordinate
Certificates has been reduced to zero, principal will be allocated first,
concurrently, to the Class A1, Class A2 and Class A3 Certificates, on a
pro
rata
basis
based on the Certificate Principal Balance of each such Class, until their
respective Certificate Principal Balances have been reduced to zero and second,
to the Class A4 Certificates, until its Certificate Principal Balance has
been
reduced to zero.
(3) On
each
Distribution Date, all amounts representing prepayment charges, penalties
or
premiums in respect of the Prepayment Charge Mortgage Loans received during
the
related Prepayment Period will be withdrawn from the Distribution Account
and
distributed by the Paying Agent to the Holders of the Class P Certificates
and
shall not be available for distribution to the Holders of any other Class
of
Certificates. The payment of the foregoing amounts to the Holders of the
Class P
Certificates shall not reduce the Certificate Principal Balance
thereof.
(4) On
each
Distribution Date, after making the distributions of the Available Distribution
Amount as set forth above, the Paying Agent will withdraw from the Net WAC
Rate
Carryover Reserve Account, to the extent of amounts remaining on deposit
therein, the amount of any Net WAC Rate Carryover Amount for such Distribution
Date and distribute such amount in the following order of priority:
(viii) concurrently,
to the Holders of the Class A Certificates, on a pro
rata
basis
based on the Certificate Principal Balance for each such Class prior to any
distributions of principal on such Distribution Date and then on a pro
rata
basis
based on any remaining Net WAC Rate Carryover Amount for each such Class;
and
(ix) sequentially,
to the Holders of the Class M1, Class M2, Class M3 and Class M4 Certificates,
in
that order, the related Net WAC Rate Carryover Amount.
(5) On
each
Distribution Date, after making the distributions of the Available Distribution
Amount, Net Monthly Excess Cashflow and amounts on the deposit in the Net
WAC
Rate Carryover Reserve Account as set forth above, the Paying Agent shall
distribute the amount on deposit in the Cap Account as follows:
(i) concurrently,
to the Holders of each Class of Class A Certificates, the related Senior
Interest Distribution Amount remaining undistributed, on a pro
rata
basis
based on such respective remaining Senior Interest Distribution
Amount;
(ii) sequentially,
to the Holders of the Class M1, Class M2, Class M3 and Class M4 Certificates,
in
that order, the related Interest Distribution Amount and Interest Carry Forward
Amount, to the extent remaining undistributed;
(iii) sequentially
to the Holders of the Class M1, Class M2, Class M3 and Class M4 Certificates,
in
that order, in each case up to the related Allocated Realized Loss Amount
related to such Certificates for such Distribution Date remaining
undistributed;
(iv) to
the
Holders of the Class or Classes of Offered Certificates then entitled to
receive
distributions in respect of principal, in an amount equal to the
Overcollateralization Increase Amount, distributable as part of the Principal
Distribution Amount;
(v) concurrently,
to the Holders of each Class of Class A Certificates, the Net WAC Rate Carryover
Amount remaining undistributed, on a pro
rata
basis
based on the Certificate Principal Balance for each such Class prior to any
distributions of principal on such Distribution Date and then on a pro
rata
basis
based on such respective remaining Net WAC Rate Carryover Amounts;
(vi) sequentially,
to the Holders of the Class M1, Class M2, Class M3 and Class M4 Certificates,
in
that order, the related Net WAC Rate Carryover Amount remaining undistributed;
and
(vii) any
remaining amounts, to the Holders of the Class CE Certificates.
(6)
On
each
Distribution Date, the following amounts, in the following order of priority,
shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular
Interests or withdrawn from the Distribution Account and distributed to the
holders of the Class R-I Interest, as the case may be:
(i) to
Holders of REMIC I Regular Interest LTAA, REMIC I Regular Interest LTA1,
REMIC I
Regular Interest LTA2, REMIC I Regular Interest LTA3, REMIC I Regular Interest
LTA4, REMIC I Regular Interest LTM1, REMIC I Regular Interest LTM2, REMIC
I
Regular Interest LTM3, REMIC I Regular Interest LTM4, REMIC I Regular Interest
LTZZ and REMIC I Regular Interest LTP, in an amount equal to (A) the
Uncertificated Interest for such Distribution Date, plus (B) any amounts
in
respect thereof remaining unpaid from previous Distribution Dates. Amounts
payable as Uncertificated Interest in respect of REMIC I Regular Interest
LTZZ
shall be reduced when the sum of the REMIC I Overcollateralized Amount is
less
than the REMIC I Required Overcollateralized Amount, by the lesser of (x)
the
amount of such difference and (y) the Maximum LTZZ Uncertificated Interest
Deferral Amount and such amounts will be payable to the Holders of REMIC
I
Regular Interest LTA1, REMIC I Regular Interest LTA2, REMIC I Regular Interest
LTA3, REMIC I Regular Interest LTA4, REMIC I Regular Interest LTM1, REMIC
I
Regular Interest LTM2, REMIC I Regular Interest LTM3 and REMIC I Regular
Interest LTM4, in the same proportion as the Overcollateralization Increase
Amount is allocated to the Corresponding Certificates and the Uncertificated
Balance of REMIC I Regular Interest LTZZ shall be increased by such amount;
and
(ii) to
the
Holders of REMIC I Regular Interests, in an amount equal to the remainder
of the
Available Distribution Amount for such Distribution Date after the distributions
made pursuant to clause (i) above, allocated as follows:
(a) 98.00%
of
such remainder to the Holders of REMIC I Regular Interest LTAA, until the
Uncertificated Balance of such REMIC I Regular Interest is reduced to
zero;
(b) 2.00%
of
such remainder first, to the Holders of REMIC I Regular Interest LTA1, REMIC
I
Regular Interest LTA2, REMIC I Regular Interest LTA3, REMIC I Regular Interest
LTA4, REMIC I Regular Interest LTM1, REMIC I Regular Interest LTM2, REMIC
I
Regular Interest LTM3 and REMIC I Regular Interest LTM4, and in the same
proportion as principal payments are allocated to the Corresponding
Certificates, until the Uncertificated Balances of such REMIC I Regular
Interests are reduced to zero and second, to the Holders of REMIC I Regular
Interest LTZZ, until the Uncertificated Balance of such REMIC I Regular Interest
is reduced to zero;
(c) to
the
Holders of REMIC I Regular Interest LTP, on the Distribution Date immediately
following the expiration of the latest Prepayment Charge as identified on
the
Prepayment Charge Schedule or any Distribution Date thereafter until $100
has
been distributed pursuant to this clause; and
(d) any
remaining amount to the Holders of the Class R Certificates (as Holder of
the
Class R-I Interest);
provided,
however, that 98.00% and 2.00% of any principal payments that are attributable
to an Overcollateralization Reduction Amount shall be allocated to Holders
of
REMIC I Regular Interest LTAA and REMIC I Regular Interest LTZZ,
respectively.
(b) Following
the foregoing distributions, an amount equal to the amount of Subsequent
Recoveries shall be applied to increase the Certificate Principal Balance
of the
Class of Offered Certificates remaining outstanding with the Highest Priority
up
to the extent of such Realized Losses previously allocated to that Class
of
Offered Certificates pursuant to Section 4.04. An amount equal to the amount
of
any remaining Subsequent Recoveries shall be applied to increase the Certificate
Principal Balance of the Class of Offered Certificates remaining outstanding
with the next Highest Priority, up to the amount of such Realized Losses
previously allocated to that Class of Offered Certificates pursuant to Section
4.04. Holders of such Offered Certificates will not be entitled to any
distribution in respect of interest on the amount of such increases for any
Interest Accrual Period preceding the Distribution Date on which such increase
occurs. Any such increases shall be applied to the Certificate Principal
Balance
of each Offered Certificate of such Class in accordance with its respective
Percentage Interest.
(c) Notwithstanding
anything to the contrary herein, (i) in no event shall the Certificate Principal
Balance of a Class A Certificate or a Mezzanine Certificate be reduced more
than
once in respect of any particular amount allocated to such Certificate in
respect of Realized Losses pursuant to Section 4.04 and (ii) in no event
shall
the Uncertificated Balance of a REMIC Regular Interest be reduced more than
once
in respect of any particular amount both (a) allocated to such REMIC Regular
Interest in respect of Realized Losses pursuant to Section 4.04 and (b)
distributed on such REMIC Regular Interest in reduction of the Uncertificated
Balance thereof pursuant to this Section 4.01.
(d)
All
distributions made with respect to each Class of Certificates on each
Distribution Date shall be allocated pro
rata
among
the outstanding Certificates in such Class based on their respective Percentage
Interests. Payments in respect of each Class of Certificates on each
Distribution Date will be made to the Holders of the respective Class of
record
on the related Record Date (except as otherwise provided in Section 4.01(f)
or
Section 9.01 respecting the final distribution on such Class), based on the
aggregate Percentage Interest represented by their respective Certificates,
and
shall be made by wire transfer of immediately available funds to the account
of
any such Holder at a bank or other entity having appropriate facilities
therefor, if such Holder shall have so notified the Paying Agent in writing
at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date and with respect to any Class of Certificates other than
the
Residual Certificates is the registered owner of Certificates having an initial
aggregate Certificate Principal Balance that is in excess of the lesser of
(i)
$5,000,000 or (ii) two-thirds of the initial Certificate Principal Balance
of
such Class of Certificates, or otherwise by check mailed by first class mail
to
the address of such Holder appearing in the Certificate Register. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the Corporate Trust Office
of
the Certificate Registrar or such other location specified in the notice
to
Certificateholders of such final distribution.
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 Trust
Administrator, the Paying Agent, the Certificate Registrar, the Authenticating
Agent, the Depositor or the Master Servicer shall have any responsibility
therefor except as otherwise provided by this Agreement or applicable
law.
(e) The
rights of the Certificateholders to receive distributions in respect of the
Certificates, and all interests of the Certificateholders in such distributions,
shall be as set forth in this Agreement. None of the Holders of any Class
of
Certificates, the Depositor, the Trustee, the Trust Administrator, the
Authenticating Agent, the Paying Agent, the Certificate Registrar or the
Master
Servicer shall in any way be responsible or liable to the Holders of any
other
Class of Certificates in respect of amounts properly previously distributed
on
the Certificates.
(f) Except
as
otherwise provided in Section 9.01, whenever the Trust Administrator expects
that the final distribution with respect to any Class of Certificates will
be
made on the next Distribution Date, the Trust Administrator shall so timely
advise the Paying Agent and the Paying Agent shall, no later than five days
after the latest related Determination Date, mail on such date to each Holder
of
such Class of Certificates a notice to the effect that:
(i) the
Paying Agent expects 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 Certificate Registrar
therein specified,
(ii) no
interest shall accrue on such Certificates from and after the end of the
related
Interest Accrual Period, and
any
funds
not distributed to any Holder or Holders of Certificates of such Class on
such
Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held in trust by
the
Paying Agent and credited to the account of the appropriate non-tendering
Holder
or Holders. If any Certificates as to which notice has been given pursuant
to
this Section 4.01(f) shall not have been surrendered for cancellation within
six
months after the time specified in such notice, the Paying Agent shall mail
a
second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution
with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Paying
Agent
shall, directly or through an agent, mail a final notice to remaining
non-tendering Certificateholders concerning surrender of their Certificates
and
shall continue to hold any remaining funds for the benefit of non-tendering
Certificateholders. The costs and expenses of maintaining the funds in trust
and
of contacting such Certificateholders shall be paid out of the assets remaining
in such trust fund. If within one year after the final notice any such
Certificates shall not have been surrendered for cancellation, the Paying
Agent
shall pay to the Citigroup Global Markets Inc. all such amounts, and all
rights
of non-tendering Certificateholders in or to such amounts shall thereupon
cease.
No interest shall accrue or be payable to any Certificateholder on any amount
held in trust by the Paying Agent as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 4.01(f).
| SECTION 4.02 |
Statements
to Certificateholders.
|
On
each
Distribution Date, the Trust Administrator shall prepare and make available
to
the Paying Agent, and the Paying Agent shall make available on its website
to
each Holder of the Regular Certificates, a statement as to the distributions
made on such Distribution Date setting forth:
(i) the
amount of the distribution made on such Distribution Date to the Holders
of
Certificates of each such Class allocable to principal;
(ii) the
amount of the distribution made on such Distribution Date to the Holders
of
Certificates of each such Class allocable to interest;
(iii) the
aggregate amount of servicing compensation received by the Master Servicer
for
the related Due Period and such other customary information as the Trust
Administrator deems necessary or desirable, or which a Certificateholder
reasonably requests, to enable Certificateholders to prepare their tax
returns;
(iv) the
aggregate amount of P&I Advances for such Distribution Date;
(v) the
aggregate Stated Principal Balance of the related Mortgage Loans and any
related
REO Properties at the close of business on such Distribution Date;
(vi) the
number, aggregate principal balance, weighted average remaining term to maturity
and weighted average Mortgage Rate of the related Mortgage Loans as of the
related Due Date;
(vii) the
number and aggregate unpaid principal balance of related Mortgage Loans that
are
(a) delinquent 30 to 59 days, (b) delinquent 60 to 89 days, (c) delinquent
90 or
more days in each case, as of the last day of the preceding calendar month,
(d)
as to which foreclosure proceedings have been commenced and (e) with respect
to
which the related Mortgagor has filed for protection under applicable bankruptcy
laws, with respect to whom bankruptcy proceedings are pending or with respect
to
whom bankruptcy protection is in force (such delinquencies for all purposes
in
this Agreement as calculated using the MBA method);
(viii) for
any
related Mortgage Loan that became an REO Property during the preceding calendar
month, the unpaid principal balance and the Stated Principal Balance of such
Mortgage Loan as of the date it became an REO Property;
(ix) the
book
value and the Stated Principal Balance of any related REO Property as of
the
close of business on the last Business Day of the calendar month preceding
the
Distribution Date;
(x) the
aggregate amount of Principal Prepayments made during the related Prepayment
Period;
(xi) the
aggregate amount of Realized Losses incurred during the related Prepayment
Period (or, in the case of Bankruptcy Losses allocable to interest, during
the
related Due Period), the aggregate amount of Realized Losses incurred since
the
Cut-off Date and the aggregate amount of Subsequent Recoveries received during
the Prepayment Period and the cumulative amount of Subsequent Recoveries
received since the Cut-off Date;
(xii) the
aggregate amount of Extraordinary Trust Fund Expenses withdrawn from the
Collection Account or the Distribution Account for such Distribution Date
and to
whom such Extraordinary Trust Expenses were paid and for what
purpose;
(xiii) the
aggregate Certificate Principal Balance or Notional Amount, as applicable,
of
each such Class of Certificates (other than the Class R Certificates)
immediately prior to such Distribution Date and after giving effect to the
distributions, and allocations of Realized Losses and Extraordinary Trust
Fund
Expenses made on such Distribution Date, separately identifying any reduction
thereof due to allocations of Realized Losses and Extraordinary Trust Fund
Expenses;
(xiv) the
aggregate Servicing Fees accrued with respect to the servicing of the Mortgage
Loans during such calendar month;
(xv) the
Pass-Through Rate Amount in respect of each such Class of Certificates (other
than the Class P Certificates and the Class R Certificates) for such
Distribution Date and the Interest Distribution Amount in respect of each
such
Class of Certificates (other
than the Class P Certificates and the Class R Certificates) for such
Distribution Date and the respective portions thereof, if any, remaining
unpaid
following the distributions made in respect of such Certificates on such
Distribution Date;
(xvi) the
aggregate amount of any Prepayment Interest Shortfalls for such Distribution
Date, to the extent not covered by payments by the Master Servicer pursuant
to
Section 3.24;
(xvii) the
aggregate amount of Relief Act Interest Shortfalls for such Distribution
Date;
(xviii) reserved;
(xix) the
applicable Record Date for each Class for such Distribution Date;
(xx) for
any
related Mortgage Loan as to which foreclosure proceedings have been concluded,
the unpaid principal balance of such Mortgage Loan as of the date of such
conclusion of foreclosure proceedings;
(xxi) for
related Mortgage Loans as to which a Final Liquidation has occurred, the
number
of Mortgage Loans, the unpaid principal balance of such Mortgage Loans as
of the
date of such Final Liquidation and the amount of proceeds (including Liquidation
Proceeds and Insurance Proceeds) collected in respect of such Mortgage Loans;
(xxii) if
applicable, material modifications, extensions or waivers to mortgage loan
terms, fees, penalties or payments during the preceding calendar month or
that
have become material over time;
(xxiii) reserved;
(xxiv) deposits,
if any, made into and payments, if any, made from, each of the Net WAC Rate
Carryover Reserve Account and the Cap Account and the amount distributed
to the
Offered Certificates from such payments from each such account;
(xxv) the
Net
Monthly Excess Cashflow, the Overcollateralization Target Amount, the
Overcollateralized Amount, the Overcollateralization Reduction Amount, the
Overcollateralization Increase Amount and the Credit Enhancement
Percentage;
(xxvi) whether
a
Stepdown Date or Trigger Event is in effect;
(xxvii) the
total
cashflows received and the general sources thereof; and
(xxviii) whether
any material breaches of loan-level representations and warranties made by
the
Seller under the Mortgage Loan Purchase Agreement have been discovered by
or
reported to the Master Servicer, and the dollar amount of any repurchases
or
substitutions in connection with any such breaches.
In
the
case of information furnished pursuant to subclauses (i) through (iii) above,
the amounts shall also be expressed as a dollar amount per Single Certificate
of
the relevant Class.
Within
a
reasonable period of time after the end of each calendar year, the Paying
Agent
shall forward to each Person (with a copy to the Trust Administrator and
the
Trustee) who at any time during the calendar year was a Holder of a Regular
Certificate a statement containing the information set forth in subclauses
(i)
through (iii) above, aggregated for such calendar year or applicable portion
thereof during which such person was a Certificateholder. Such obligation
of the
Paying Agent shall be deemed to have been satisfied to the extent that
substantially comparable information shall be prepared by the Trust
Administrator and provided by the Paying Agent pursuant to any requirements
of
the Code as from time to time are in force.
On
each
Distribution Date, the Paying Agent shall make available to the Depositor,
each
Holder of a Residual Certificate, the Trust Administrator, the Credit Risk
Manager and the Master Servicer, a copy of the reports forwarded to the Regular
Certificateholders on such Distribution Date and a statement setting forth
the
amounts, if any, actually distributed with respect to the Residual Certificates,
respectively, on such Distribution Date.
Within
a
reasonable period of time after the end of each calendar year, the Paying
Agent
shall forward to each Person (with a copy to the Trust Administrator and
the
Trustee) who at any time during the calendar year was a Holder of a Residual
Certificate a statement setting forth the amount, if any, actually distributed
with respect to the Residual Certificates, as appropriate, aggregated for
such
calendar year or applicable portion thereof during which such Person was
a
Certificateholder. Such obligation of the Paying Agent shall be deemed to
have
been satisfied to the extent that substantially comparable information shall
be
prepared by the Trust Administrator and furnished by the Paying Agent to
such
Holders pursuant to the rules and regulations of the Code as are in force
from
time to time.
Upon
request, the Paying Agent shall forward to each Certificateholder, during
the
term of this Agreement, such periodic, special, or other reports or information,
whether or not provided for herein, as shall be reasonable with respect to
the
Certificateholder, or otherwise with respect to the purposes of this Agreement,
all such reports or information to be provided at the expense of the
Certificateholder in accordance with such reasonable and explicit instructions
and directions as the Certificateholder may provide. For purposes of this
Section 4.02, the Paying Agent’s duties are limited to the extent that the
Paying Agent receives timely reports as required from the Trust Administrator
and the Master Servicer and that the Trust Administrator receives timely
reports
as required from the Master Servicer.
On
each
Distribution Date, the Trust Administrator shall provide Bloomberg Financial
Markets, L.P. (“Bloomberg”) (1) CUSIP level factors for each class of
Certificates as of such Distribution Date and (2) the number and aggregate
unpaid principal balance of Mortgage Loans that are (a) delinquent 30 to
59
days, (b) delinquent 60 to 89 days, (c) delinquent 90 or more days in each
case,
as of the last day of the preceding calendar month, (d) as to which foreclosure
proceedings have been commenced and (e) with respect to which the related
Mortgagor has filed for protection under applicable bankruptcy laws, with
respect to whom bankruptcy proceedings are pending or with respect to whom
bankruptcy protection is in force, in each case using a format and media
mutually acceptable to the Trust Administrator and Bloomberg.
At
the
request of and at the expense of the Class CE Certificateholder, the Master
Servicer shall make available any loan-level information with respect to
the
Mortgage Loans in the possession of the Master Servicer from time to time,
at
such times and in such format as the Master Servicer and such Holder may
agree.
| SECTION 4.03 |
Remittance
Reports; P&I Advances.
|
(a) On
the
second Business Day prior to the related Distribution Date, the Master Servicer
shall deliver to the Trust Administrator, the Paying Agent, the Credit Risk
Manager and the Trustee by telecopy (or by such other means as the Master
Servicer, the Paying Agent and the Trust Administrator and the Trustee may
agree
from time to time) a Remittance Report with respect to the related Distribution
Date. Such Remittance Report will include (i) the amount of P&I Advances to
be made by the Master Servicer in respect of the related Distribution Date,
the
aggregate amount of P&I Advances outstanding after giving effect to such
P&I Advances, and the aggregate amount of Nonrecoverable P&I Advances in
respect of such Distribution Date and (ii) such other information with respect
to the Mortgage Loans as the Trust Administrator or the Paying Agent may
reasonably require to perform the calculations necessary for the Paying Agent
to
make the distributions contemplated by Section 4.01 and for the Trust
Administrator to prepare the statements to Certificateholders contemplated
by
Section 4.02; provided, however, that if the Master Servicer is not the Trust
Administrator, the Master Servicer will forward to the successor Trust
Administrator the information set forth in clause (i) above on the next Business
Day following the latest related Determination Date and the information set
forth in clause (ii) above on the fifth Business Day following the last day
of
the related calendar month. Neither the Trustee, the Paying Agent nor the
Trust
Administrator shall be responsible to recompute, recalculate or verify any
information provided to it by the Master Servicer.
(b) The
amount of P&I Advances to be made by the Master Servicer for any
Distribution Date shall equal, subject to Section 4.03(d), the sum of (i)
the
aggregate amount of Monthly Payments (with each interest portion thereof
net of
the related Servicing Fee), due on the related Due Date in respect of the
Mortgage Loans, which Monthly Payments were delinquent as of the close of
business on the related Determination Date and (ii) with respect to each
REO
Property, which REO Property was acquired during or prior to the related
Prepayment Period and as to which such REO Property an REO Disposition did
not
occur during the related Prepayment Period, an amount equal to the Monthly
Payments (with each interest portion thereof net of the related Servicing
Fee)
that would have been due on the related Due Date in respect of the related
Mortgage Loans.
On
or
before 12:00 p.m. New York time on the Master Servicer Remittance Date, the
Master Servicer shall remit in immediately available funds to the Paying
Agent
for deposit in the Distribution Account an amount equal to the aggregate
amount
of P&I Advances, if any, to be made in respect of the Mortgage Loans and REO
Properties for the related Distribution Date either (i) from its own funds
or,
if received from a Sub-Servicer, from funds remitted by a Sub-Servicer in
payment of required P&I Advances or (ii) from the Collection Account, to the
extent of funds held therein for future distribution (in which case, it will
cause to be made an appropriate entry in the records of Collection Account
that
amounts held for future distribution have been, as permitted by this Section
4.03, used by the Master Servicer in discharge of any such P&I Advance) or
(iii) in the form of any combination of (i) and (ii) aggregating the total
amount of P&I Advances to be made by the Master Servicer with respect to the
Mortgage Loans and REO Properties. Any amounts held for future distribution
and
so used shall be appropriately reflected in the Master Servicer’s records and
replaced by the Master Servicer by deposit in the Collection Account on or
before any future Master Servicer Remittance Date to the extent that the
Available Distribution Amount for the related Distribution Date (determined
without regard to P&I Advances to be made on the Master Servicer Remittance
Date) shall be less than the total amount that would be distributed to the
Classes of Certificateholders pursuant to Section 4.01 on such Distribution
Date
if such amounts held for future distributions had not been so used to make
P&I Advances. The Trust Administrator will provide notice to the Master
Servicer by telecopy by the close of business on the Master Servicer Remittance
Date in the event that the amount remitted by the Master Servicer to the
Trust
Administrator on such Master Servicer Remittance Date is less than the P&I
Advances required to be made by the Master Servicer for the related Distribution
Date.
(c) The
obligation of the Master Servicer to make such P&I Advances is mandatory,
notwithstanding any other provision of this Agreement but subject to (d)
below,
and, with respect to any Mortgage Loan or REO Property, shall continue until
a
Final Recovery Determination in connection therewith or the removal thereof
from
REMIC I pursuant to any applicable provision of this Agreement, except as
otherwise provided in this Section.
(d) Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made
hereunder by the Master Servicer if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. The determination by the Master
Servicer that it has made a Nonrecoverable P&I Advance or that any proposed
P&I Advance, if made, would constitute a Nonrecoverable P&I Advance,
shall be evidenced by an Officers’ Certificate of the Master Servicer delivered
to the Depositor, the Trust Administrator, the Credit Risk Manager, the Paying
Agent and the Trustee.
(e) If
the
Master Servicer shall fail to make any P&I Advance on any Master Servicer
Remittance Date required to be made from its own funds pursuant to this Section
4.03, then the Paying Agent, by not later than 1:00 p.m. on the related
Distribution Date, shall make such P&I advance from its own funds by
depositing the amount of such advance into the Distribution Account, and
the
Trust Administrator and the Paying Agent shall include the amount so advanced
by
the Paying Agent in the Available Distribution Amount distributed on such
Distribution Date.
| SECTION 4.04 |
Allocation
of Extraordinary Trust Fund Expenses and Realized
Losses.
|
(a) Prior
to
each Distribution Date, the Master Servicer shall determine as to each Mortgage
Loan and REO Property: (i) the total amount of Realized Losses, if any, incurred
in connection with any Final Recovery Determinations made during the related
Prepayment Period; (ii) whether and the extent to which such Realized Losses
constituted Bankruptcy Losses; and (iii) the respective portions of such
Realized Losses allocable to interest and allocable to principal. Prior to
each
Distribution Date, the Master Servicer shall also determine as to each Mortgage
Loan: (A) the total amount of Realized Losses, if any, incurred in connection
with any Deficient Valuations made during the related Prepayment Period;
and (B)
the total amount of Realized Losses, if any, incurred in connection with
Debt
Service Reductions in respect of Monthly Payments due during the related
Due
Period. The information described in the two preceding sentences that is
to be
supplied by the Master Servicer shall be either included in the related
Remittance Report or evidenced by an Officers’ Certificate delivered to the
Trust Administrator, the Paying Agent and the Trustee by the Master Servicer
prior to the Determination Date immediately following the end of (x) in the
case
of Bankruptcy Losses allocable to interest, the Due Period during which any
such
Realized Loss was incurred, and (y) in the case of all other Realized Losses,
the Prepayment Period during which any such Realized Loss was
incurred.
(b) Following
all distributions to be made pursuant to Section 4.01 on a Distribution Date,
all Realized Losses on the Mortgage Loans determined by the Master Servicer
as
described in Section 4.04(a) above shall be allocated on each Distribution
Date
as follows: first, to the Interest Distribution Amount for the Class CE
Certificates for the related Interest Accrual Period; second, to payments
received under the Interest Rate Cap Agreement third, to the Class CE
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; fourth, to each class of Mezzanine Certificates in reverse numerical
order until the Certificate Principal Balance thereof has been reduced to
zero.
All
Realized Losses to be allocated to the Certificate Principal Balances of
all
Classes on any Distribution Date shall be so allocated after the actual
distributions to be made on such date as provided above. All references above
to
the Certificate Principal Balance of any Class of Certificates shall be to
the
Certificate Principal Balance of such Class immediately prior to the relevant
Distribution Date, before reduction thereof by any Realized Losses, in each
case
to be allocated to such Class of Certificates, on such Distribution
Date.
Any
allocation of Realized Losses to a Mezzanine Certificate on any Distribution
Date shall be made by reducing the Certificate Principal Balance thereof
by the
amount so allocated and any allocation of Realized Losses to a Class CE
Certificates shall be made by reducing the amount otherwise payable in respect
thereof pursuant to Section 4.01(a)(1)(C)(v). No allocations of any Realized
Losses shall be made to the Certificate Principal Balances of the Class A
Certificates or the Class P Certificates.
(c) All
Realized Losses on the Mortgage Loans shall be allocated by the Trust
Administrator on each Distribution Date to the following REMIC I Regular
Interests in the specified percentages, as follows: first, to Uncertificated
Interest payable to the REMIC I Regular Interest LTAA and REMIC I Regular
Interest LTZZ up to an aggregate amount equal to the REMIC I Interest Loss
Allocation Amount, 98% and 2%, respectively; second, to the Uncertificated
Balances of the REMIC I Regular Interest LTAA and REMIC I Regular Interest
LTZZ
up to an aggregate amount equal to the REMIC I Principal Loss Allocation
Amount,
98% and 2%, respectively; third, to the Uncertificated Balances of REMIC
I
Regular Interest LTAA, REMIC I Regular Interest LTM4 and REMIC I Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of
REMIC I Regular Interest LTM4 has been reduced to zero; fourth, to the
Uncertificated Balances of REMIC I Regular Interest LTAA, REMIC I Regular
Interest LTM3 and REMIC I Regular Interest LTZZ, 98%, 1% and 1%, respectively,
until the Uncertificated Balance of REMIC I Regular Interest LTM3 has been
reduced to zero; fifth, to the Uncertificated Balances of REMIC I Regular
Interest LTAA, REMIC I Regular Interest LTM2 and REMIC I Regular Interest
LTZZ,
98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC I
Regular Interest LTM2 has been reduced to zero and sixth, to the Uncertificated
Balances of REMIC I Regular Interest LTAA, REMIC I Regular Interest LTM1
and
REMIC I Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC I Regular Interest LTM1 has been reduced
to
zero.
Notwithstanding
the method of allocation of Realized Losses and Extraordinary Trust Fund
Expenses above, if any Overcollateralization of all of the Certificates,
including the Class CE Certificates, by the Mortgage Pool exists when Realized
Losses or Extraordinary Trust Fund Expenses are to be allocated, such Realized
Losses or Extraordinary Trust Fund Expenses will be allocated first to such
overcollateralization, until the overcollateralization is reduced to zero,
prior
to allocating such Realized Losses or Extraordinary Trust Fund Expenses to
the
Certificates in accordance with the priorities set forth above.
As
used
herein, an allocation of a Realized Loss or Extraordinary Trust Fund Expense
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. 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. Any allocation of a Realized
Loss
of Extraordinary Trust Fund Expense to a Certificate shall be made by reducing
the Certificate Principal Balance thereof by the amount so allocated as of
the
Distribution Date following the Prepayment Period in which such Realized
Loss
was incurred.
| SECTION 4.05 |
Compliance
with Withholding Requirements.
|
Notwithstanding
any other provision of this Agreement, the Paying Agent shall comply with
all
federal withholding requirements respecting payments to Certificateholders
of
interest or original issue discount that the Paying Agent reasonably believes
are applicable under the Code. The consent of Certificateholders shall not
be
required for such withholding. In the event the Paying Agent does withhold
any
amount from interest or original issue discount payments or advances thereof
to
any Certificateholder pursuant to federal withholding requirements, the Paying
Agent shall indicate the amount withheld to such
Certificateholders.
| SECTION 4.06 |
Commission
Reporting.
|
(a) (i)
Within 15 calendar days after each Distribution Date, the Trust Administrator
shall, in accordance with industry standards, file with the Commission via
the
Electronic Data Gathering and Retrieval System (“XXXXX”), a distribution report
on Form 10-D, signed by the Master Servicer, with a copy of the monthly
statement to be furnished by the Trust Administrator to the Certificateholders
for such Distribution Date. Any disclosure in addition to the monthly statement
required to be included on the Form 10-D (“Additional Form 10-D Disclosure”)
shall be determined and prepared by the entity that is indicated in Exhibit
B as
the responsible party for providing that information, and shall be reported
by
such entity to the Depositor and the Trust Administrator and approved by
the
Depositor. The
Trust
Administrator shall have no duty or liability for any failure hereunder to
determine or prepare any Additional Form 10-D Disclosure absent such reporting
(other than in the case where the Trust Administrator is the reporting party
as
set forth in Exhibit B) and approval,
and the
Trust Administrator will have no duty or liability to verify the accuracy
or
sufficiency of any such Additional Form 10-D Disclosure (except in any case
where the Trust Administrator is the responsible party for providing that
information pursuant to Exhibit B).
Within
5
calendar days after the related Distribution Date (or if not a Business Day,
the
immediately preceding Business Day), each entity that is indicated in Exhibit
B
as the responsible party for providing Additional Form 10-D Disclosure shall
be
required to provide to the Trust Administrator and the Depositor, to the
extent
known, in XXXXX-compatible format, or in such other form as otherwise agreed
upon by the Trust Administrator and the Depositor and such party, and clearly
identifying which item of Form 10-D the information relates to, any Additional
Form 10-D Disclosure, if applicable. The Trust Administrator shall compile
the
information provided to it, prepare the Form 10-D and forward the Form 10-D
to
the Depositor. The Depositor will approve, as to form and substance, or
disapprove, as the case may be, the Additional Form 10-D Disclosure.
After
preparing the Form 10-D, the Trust Administrator shall forward electronically
a
copy of the Form 10-D to the Depositor (in every case where the Form 10-D
includes Additional 10-D Disclosure and otherwise if requested by the Depositor)
and the Master Servicer for review. Within two Business Days after receipt
of
such copy, but no later than the 12th calendar day after the Distribution
Date
(provided that, the Trust Administrator shall have forwarded a copy of the
Form
10-D no later than the 10th calendar after the Distribution Date), the Depositor
shall notify the Trust Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-D. In the absence
of receipt of any written changes or approval, the Trust Administrator shall
be
entitled to assume that such Form 10-D is in final form and the Trust
Administrator may proceed with arrangements for the execution of, and filing
of,
the Form 10-D. No later than 2 Business Days prior to the 15th calendar day
after the related Distribution Date, a duly authorized officer of the Master
Servicer shall sign the Form 10-D and return an electronic or fax copy of
such
signed Form 10-D (with an original executed hard copy to follow by overnight
mail) to the Trust Administrator. If a Form 10-D cannot be filed on time
or if a
previously filed Form 10-D needs to be amended, the Trust Administrator shall
follow the procedures set forth in Section 4.06(a)(v). Once the Form 10-D
has
been filed with the Commission it will be available through XXXXX at
xxx.xxx.xxx. The Trust Administrator will provide copies of the report to
investors, free of charge, upon request. The parties to this Agreement
acknowledge that the performance by the Master Servicer and the Trust
Administrator of their respective duties under Sections 4.06(a)(i) and (v)
related to the timely preparation, execution and filing of Form 10-D is
contingent upon such parties strictly observing all applicable deadlines
in the
performance of their duties under such Sections. Neither the Master Servicer
nor
the Trust Administrator shall have any liability for any loss, expense, damage,
claim arising out of or with respect to any failure to properly prepare,
execute
and/or timely file such Form 10-D, where such failure results from the Master
Servicer’s or the Trust Administrator’s inability or failure to receive, on a
timely basis, any information from any other party hereto needed to prepare,
arrange for execution or file such Form 10-D, not resulting from its own
negligence, bad faith or willful misconduct.
(ii) Within
4
Business Days after the occurrence of an event requiring disclosure on Form
8-K
(each such event, a “Reportable Event”), the Trust Administrator shall prepare
and file, at the direction of the Depositor, on behalf of the Trust, any
Form
8-K, as required by the Exchange Act; provided that, the Depositor shall
file
the initial Form 8-K in connection with the issuance of the Certificates.
Any
disclosure or information related to a Reportable Event or that is otherwise
required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall
be, pursuant to the paragraph immediately below, reported by the responsible
parties set forth on Exhibit B to the Trust Administrator and the Depositor
and
approved by the Depositor, and the Trust Administrator will have no duty
or
liability for any failure hereunder to determine or prepare any Form 8-K
absent
such reporting (other than in the case where the Trust Administrator is the
reporting party as set forth in Exhibit B) and approval.
For
so
long as the Trust is subject to the Exchange Act reporting requirements,
no
later than 5:00 p.m. New York City time on the 2nd Business Day after the
occurrence of a Reportable Event (i) the responsible parties set forth in
Exhibit B shall be required pursuant to Section 4.06(a)(iv) below to provide
to
the Trust Administrator and the Depositor, to the extent known by a responsible
officer thereof, in XXXXX-compatible format, or in such other form as otherwise
agreed upon by the Trust Administrator and the Depositor and such party,
the
form and substance of any Form 8-K Disclosure Information, if applicable,
and
(ii) the Depositor shall approve, as to form and substance, or disapprove,
as
the case may be, the inclusion of the Form 8-K Disclosure Information on
Form
8-K.
After
preparing the Form 8-K, the Trust Administrator shall forward electronically
a
copy of the Form 8-K to the Depositor and the Master Servicer for review.
No
later than the close of business New York City time on the 3rd Business Day
after the Reportable Event, an officer of the Master Servicer shall sign
the
Form 8-K and, return an electronic or fax copy of such signed Form 8-K (with
an
original executed hard copy to follow by overnight mail) to the Trust
Administrator. Promptly, but no later than the close of business on the 3rd
Business Day after the Reportable Event (provided that, the Trust Administrator
shall have forwarded a copy of the Form 8-K no later than the 2nd Business
Day
after the Reportable Event), the Depositor shall notify the Trust Administrator
in writing (which may be furnished electronically) of any changes to or approval
of such Form 8-K. In the absence of receipt of any written changes or approval,
the Trust Administrator shall be entitled to assume that such Form 8-K is
in
final form and the Trust Administrator may proceed with arrangements for
the
execution of, and filing of, the Form 8-K. If a Form 8-K cannot be filed
on time
or if a previously filed Form 8-K needs to be amended, the Trust Administrator
shall follow the procedures set forth in Section 4.06(a)(v). Once the Form
8-K
has been filed with the Commission it will be available through XXXXX at
xxx.xxx.xxx. The Trust Administrator will provide copies of the report to
investors, free of charge, upon request. The parties to this Agreement
acknowledge that the performance by Master Servicer and the Trust Administrator
of their respective duties under this Section 4.06(a)(ii) related to the
timely
preparation, execution and filing of Form 8-K is contingent upon such parties
strictly observing all applicable deadlines in the performance of their duties
under this Section 4.06(a)(ii). Neither the Master Servicer nor the Trust
Administrator shall have any liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare, execute
and/or timely file such Form 8-K, where such failure results from the Master
Servicer’s or the Trust Administrator’s inability or failure to receive, on a
timely basis, any information from any other party hereto needed to prepare,
arrange for execution or file such Form 8-K, not resulting from its own
negligence, bad faith or willful misconduct.
(iii) Within
90
days after the end of each fiscal year of the Trust or such earlier date
as may
be required by the Exchange Act (the “10-K Filing Deadline”) (it being
understood that the fiscal year for the Trust ends on December 31st of each
year), commencing in March 2008, the Trust Administrator shall prepare and
file
on behalf of the Trust a Form 10-K, in form and substance as required by
the
Exchange Act. Each such Form 10-K shall include the following items, in each
case to the extent they have been delivered to the Trust Administrator within
the applicable time frames set forth in this Agreement, (I) an Annual Statement
of Compliance for the Master Servicer and any Sub-servicer, as provided under
Section 3.20, (II)(A) the Assessments of Compliance for the Master Servicer,
each Sub-servicer and subcontractor participating in the servicing function,
the
Trust Administrator, the Paying Agent and the Custodian, as provided under
Section 3.21, and (B) if the Master Servicer’s, any Sub-servicer’s or
subcontractor’s participating in the servicing function, the Trust
Administrator’s, the Paying Agent’s or the Custodian’s Assessments of Compliance
identifies any material instance of noncompliance, disclosure identifying
such
instance of noncompliance, or if the Master Servicer’s, any Sub-servicer’s or
subcontractor’s participating in the servicing function, the Trust
Administrator’s, the Paying Agent’s or the Custodian’s Assessments of Compliance
is not included as an exhibit to such Form 10-K, disclosure that such report
is
not included and an explanation why such report is not included, (III)(A)
the
Attestation Report for the Master Servicer, each Sub-servicer and subcontractor
participating in the servicing function, the Trust Administrator, the Paying
Agent and the Custodian, as provided under Section 3.21, and (B) if any
Attestation Report rendered as contemplated under Section 3.21 identifies
any
material instance of noncompliance, disclosure identifying such instance
of
noncompliance, or if any such Attestation Report is not included as an exhibit
to such Form 10-K, disclosure that such report is not included and an
explanation why such report is not included, and (IV) a Master Servicer
Certification in the form prescribed by Exhibit H (provided, however, that
the
Trust Administrator, at its discretion, may omit from the Form 10-K any annual
compliance statement, assessment of compliance or attestation report that
is not
required to be filed with such Form 10-K pursuant to Regulation AB). Any
disclosure or information in addition to (I) through (IV) above that is required
to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be,
pursuant to the paragraph immediately below, reported by the responsible
parties
set forth on Exhibit B to the Trust Administrator and the Depositor and approved
by the Depositor, and the Trust Administrator will have no duty or liability
for
any failure hereunder to determine or prepare any Additional Form 10-K
Disclosure absent such reporting (other than in the case where the Trust
Administrator is the reporting party as set forth in Exhibit B) and
approval.
No
later
than March 15th of each year that the Trust is subject to the Exchange Act
reporting requirements, commencing in 2008, (A) the responsible parties set
forth in Exhibit B shall be required to provide pursuant to Section 4.06(a)(iv)
below to the Trust Administrator and the Depositor, to the extent known by
a
responsible officer thereof, in XXXXX-compatible format, or in such other
form
as otherwise agreed upon by the Trust Administrator and the Depositor and
such
party, the form and substance of any Additional Form 10-K Disclosure, if
applicable, and (ii) the Depositor will approve, as to form and substance,
or
disapprove, as the case may be, the inclusion of the Additional Form 10-K
Disclosure on Form 10-K.
After
preparing the Form 10-K, the Trust Administrator shall forward electronically
a
copy of the Form 10-K to the Depositor and the Master Servicer for review.
Within 3 Business Days after receipt of such copy, but no later than March
25th
(provided that, the Trust Administrator forwards a copy of the Form 10-K
no
later than the 3rd Business Day prior to March 25th), the Depositor shall
notify
the Trust Administrator in writing (which may be furnished electronically)
of
any changes to or approval of such Form 10-K. In the absence of receipt of
any
written changes or approval, the Trust Administrator shall be entitled to
assume
that such Form 10-K is in final form and the Trust Administrator may proceed
with the execution and filing of the Form 10-K. No later than 12:00 p.m.
Eastern
Standard time on the 4th Business Day prior to the 10-K Filing Deadline,
an
officer of the Master Servicer in charge of the master servicing function
shall
sign the Form 10-K and return an electronic or fax copy of such signed Form
10-K
(with an original executed hard copy to follow by overnight mail) to the
Trust
Administrator. If a Form 10-K cannot be filed on time or if a previously
filed
Form 10-K needs to be amended, the Trust Administrator will follow the
procedures set forth in Section 4.06(a)(v). Once the Form 10-K has been filed
with the Commission it will be available through XXXXX at xxx.xxx.xxx. The
Trust
Administrator will provide copies of the report to investors, free of charge,
upon request. The parties to this Agreement acknowledge that the performance
by
the Master Servicer and the Trust Administrator of their respective duties
under
Sections 4.06(a)(iii) through (v) related to the timely preparation, execution
and filing of Form 10-K is contingent upon such parties strictly observing
all
applicable deadlines in the performance of their duties under such Sections
and
under Section 3.20 and Section 3.21. Neither the Master Servicer nor the
Trust
Administrator shall have any liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare, execute
and/or timely file such Form 10-K, where such failure results from the Master
Servicer’s or the Trust Administrator’s inability or failure to receive, on a
timely basis, any information from any other party hereto needed to prepare,
arrange for execution or file such Form 10-K, not resulting from its own
negligence, bad faith or willful misconduct.
The
Master Servicer shall deliver the Master Servicer Certification, executed
by an
officer of the Master Servicer in charge of the master servicing function,
to
the Trust Administrator not later than March 15th of each year in which the
Trust is subject to the reporting requirements of the Exchange Act. In
connection with the filing of any 10-K hereunder, in the case where the Master
Servicer and Trust Administrator are not affiliated, the Trust Administrator
shall sign a Back-Up Certification substantially in the form of Exhibit I;
provided, however, that the Trust Administrator shall not be required to
undertake an analysis of any accountant’s report attached as an exhibit to the
Form 10-K.
(iv) With
respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
or any Form 8-K Disclosure Information (collectively, the “Additional
Disclosure”) relating to the Trust Fund, the Trust Administrator’s obligation to
include such Additional Disclosure in the applicable Exchange Act report
is
subject to receipt from the entity that is indicated in Exhibit B as the
responsible party for providing that information, if other than the Trust
Administrator, as and when required as described in Section 4.06(a)(i) through
(iii) above. Each of the Master Servicer, Sponsor, Trust Administrator and
Depositor hereby agrees to notify and provide to the extent known to the
Master
Servicer, the Sponsor, the Trust Administrator and the Depositor all Additional
Disclosure relating to the Trust Fund, with respect to which such party is
indicated in Exhibit B as the responsible party for providing that information.
So
long
as the Depositor is subject to the filing requirements of the Exchange Act
with
respect to the Trust Fund, the Trustee shall notify the Trust Administrator
and
the Depositor of any bankruptcy or receivership with respect to the Trustee
or
of any proceedings of the type described under Item 1117 of Regulation AB
that
have occurred as of the related Due Period, together with a description thereof,
no later than the date on which such information is required of other parties
hereto as set forth under this Section 4.06. In addition, the Trustee shall
notify the Trust Administrator and the Depositor of any affiliations or
relationships that develop after the Closing Date between the Trustee and
the
Depositor, the Sponsor, the Trust Administrator, the Master Servicer, the
Servicer or the Custodian of the type described under Item 1119 of Regulation
AB, together with a description thereof, no later than the date on which
such
information is required of other parties hereto as set forth under this Section
4.06.
The
Master Servicer shall be responsible for determining the pool concentration
applicable to any Sub-Servicer to which any of the Master Servicer’s
responsibilities with respect to the Mortgage Loans have been delegated at
any
time, for purposes of disclosure as required by Items 1117 and 1119 of
Regulation AB. The Trust Administrator will provide electronic or paper copies
of all Form 10-D, 8-K and 10-K filings free of charge to any Certificateholder
upon written request. Any expenses incurred by the Trust Administrator in
connection with the previous sentence shall be reimbursable to the Trust
Administrator out of the Trust Fund.
(v) (A)On
or
prior to January 30th of the first year in which the Trust Administrator
is able
to do so under applicable law, the Trust Administrator shall prepare and
file a
Form 15 relating to the automatic suspension of reporting in respect of the
Trust under the Exchange Act.
(B) In
the
event that the Trust Administrator is unable to timely file with the Commission
all or any required portion of any Form 8-K, 10-D or 10-K required to be
filed
by this Agreement because required disclosure information was either not
delivered to it or delivered to it after the delivery deadlines set forth
in
this Agreement or for any other reason, the Trust Administrator shall promptly
notify the Depositor and the Master Servicer. In the case of Form 10-D and
10-K,
the Depositor, the Master Servicer and the Trust Administrator shall cooperate
to prepare and file a Form 12b-25 and a 10-DA and 10-KA as applicable, pursuant
to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Trust
Administrator will, upon receipt of all required Form 8-K Disclosure Information
and upon the approval and direction of the Depositor, include such disclosure
information on the next Form 10-D. In the event that any previously filed
Form
8-K, 10-D or 10-K needs to be amended, and such amendment relates to any
Additional Disclosure, the Trust Administrator shall notify the Depositor
and
the parties affected thereby and such parties will cooperate to prepare any
necessary Form 8-KA, 10-DA or 10-KA. Any Form 15, Form 12b-25 or any amendment
to Form 8-K, 10-D or 10-K shall be signed by a duly authorized officer of
the
Master Servicer. The parties hereto acknowledge that the performance by the
Master Servicer and the Trust Administrator of their respective duties under
this Section 4.06(a)(v) related to the timely preparation, execution and
filing
of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is
contingent upon the Master Servicer and the Depositor timely performing their
duties under this Section. Neither the Master Servicer nor the Trust
Administrator shall have any liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare, execute
and/or timely file any such Form 15, Form 12b-25 or any amendments to Form
8-K,
10-D or 10-K, where such failure results from the Master Servicer’s or the Trust
Administrator’s inability or failure to receive, on a timely basis, any
information from any other party hereto needed to prepare, arrange for execution
or file such Form 15, Form 12b-25 or any amendments to Form 8-K, 10-D or
10-K,
not resulting from its own negligence, bad faith or willful
misconduct.
The
Depositor agrees to promptly furnish to the Trust Administrator, from time
to
time upon request, such further information, reports and financial statements
within its control related to this Agreement or the Mortgage Loans as the
Trust
Administrator reasonably deems appropriate to prepare and file all necessary
reports with the Commission. The Trust Administrator shall have no
responsibility to file any items other than those specified in this Section
4.06; provided, however, the Trust Administrator shall cooperate with the
Depositor in connection with any additional filings with respect to the Trust
Fund as the Depositor deems necessary under the Exchange Act. Fees and expenses
incurred by the Trust Administrator in connection with this Section 4.06
shall
not be reimbursable from the Trust Fund.
(b) Without
limiting any other indemnification provided pursuant to any other Section
of
this Agreement, the Trust Administrator shall indemnify and hold harmless,
the
Depositor and the Master Servicer and each of their respective officers,
directors and affiliates from and against any losses, damages, penalties,
fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon a breach of the
Trust
Administrator’s obligations under Sections 3.21 or 4.06 or the Trust
Administrator’s negligence, bad faith or willful misconduct in connection
therewith. In addition, the Trust Administrator shall indemnify and hold
harmless the Depositor and each of its officers, directors and affiliates
and
the Master Servicer from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses that (i) arise out of or are based upon any
untrue
statement or alleged untrue statement of any material fact contained in any
Back-Up Certification, the Assessment of Compliance, any Additional Disclosure
or other information provided by the Trust Administrator pursuant to Section
3.21 or 4.06 (the “Trust Administrator Information”), or (ii) arise out of or
are based upon the omission or alleged omission to state therein a material
fact
required to be stated therein or necessary to make the statements therein,
in
light of the circumstances in which they were made, not misleading; provided,
by
way of clarification, that clause (ii) of this paragraph shall be construed
solely by reference to the Trust Administrator Information and not to any
other
information communicated in connection with the Certificates, without regard
to
whether the Trust Administrator Information or any portion thereof is presented
together with or separately from such other information.
Without
limiting any other indemnification provided pursuant to any other Section
of
this Agreement, the Master Servicer shall indemnify and hold harmless the
Trust
Administrator and the Depositor and each of its respective officers, directors
and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon a breach of the
obligations of the Master Servicer under
Sections 3.20, 3.21 and 4.06 or
the
Master Servicer’s negligence, bad faith or willful misconduct in connection
therewith In addition, the Master Servicer shall indemnify and hold harmless
the
Depositor and each of its officers, directors and affiliates from and against
any losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and related costs, judgments and other costs and expenses arising
out
of or based upon (i) arise out of or are based upon any untrue statement
or
alleged untrue statement of any material fact contained in the Master Servicer
Certification, the Annual Statement of Compliance, the Assessment of Compliance,
any Additional Disclosure or other information provided by the Master Servicer
pursuant to Section 3.20, 3.21 or 4.06 (the “Master Servicer Information”), or
(ii) arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the
statements therein, in light of the circumstances in which they were made,
not
misleading; provided, by way of clarification, that clause (ii) of this
paragraph shall be construed solely by reference to the Master Servicer
Information and not to any other information communicated in connection with
the
Certificates, without regard to whether the Master Servicer Information or
any
portion thereof is presented together with or separately from such other
information.
In
addition, without limiting any other indemnification provided pursuant to
any
other Section of this Agreement, the Paying Agent shall indemnify and hold
harmless the Depositor and its officers, directors and Affiliates from and
against any actual losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments and other costs and
expenses arising out of third party claims based upon a breach of the Paying
Agent’s obligations under Section 4.06. If the indemnification provided for
under this paragraph is unavailable or insufficient to hold harmless the
Depositor, then the Paying Agent agrees that it shall contribute to the amount
paid or payable by the Depositor as a result of the losses, claims, damages
or
liabilities of the Depositor in such proportion as is appropriate to reflect
the
relative fault of the Depositor on the one hand and the Paying Agent on the
other. Notwithstanding the foregoing, in no event shall the Paying Agent
be
liable under this paragraph for any consequential, indirect or punitive
damages.
| SECTION 4.07 |
Net
WAC Rate Carryover Reserve Account.
|
(a) No
later
than the Closing Date, the Paying Agent shall establish and maintain a separate,
segregated trust account titled, “Net WAC Rate Carryover Reserve Account,
Citibank, N.A., as Paying Agent, in trust for the registered holders of
Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series
2007-AR1.” The Net WAC Rate Carryover Reserve Account will be an “outside
reserve fund” within the meaning of Treasury Regulation Section
1.860G-2(h).
(b) On
each
Distribution Date, the Paying Agent has been directed by the Class CE
Certificateholders to, and therefore shall, deposit into the Net WAC Rate
Carryover Reserve Account, any Net WAC Rate Carryover Amounts for such
Distribution Date, rather than distributing such amounts to the Class CE
Certificateholders. On each such Distribution Date, the Paying Agent shall
hold
all such amounts for the benefit of the Holders of the Offered Certificates,
and
shall distribute the aggregate Net WAC Rate Carryover Amount, if any, for
such
Distribution Date from the Net WAC Rate Carryover Reserve Account to the
Holders
of the Offered Certificates in the amounts and priorities set forth in Section
4.01(a)(4).
On
each
Distribution Date, after the payment of any Net WAC Rate Carryover Amounts
on
the Offered Certificates, any amounts remaining in the Net WAC Rate Carryover
Reserve Account, shall be payable to the Paying Agent as additional compensation
to it, subject to the immediately following paragraph.
(c) It
is the
intention of the parties hereto that, for federal and state income and state
and
local franchise tax purposes, the Net WAC Rate Carryover Reserve Account
be
disregarded as an entity separate from the Holder of the Class CE Certificates
unless and until the date when either (a) there is more than one Class CE
Certificateholder or (b) any Class of Certificates in addition to the Class
CE
Certificates is recharacterized as an equity interest in the Net WAC Rate
Carryover Reserve Account for federal income tax purposes, in which case
it is
the intention of the parties hereto that, for federal and state income and
state
and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account
be
treated as a partnership. All amounts deposited into the Net WAC Rate Carryover
Reserve Account shall be treated as amounts distributed by REMIC II to the
Holder of the Class CE Certificates. Upon the termination of the Trust Fund,
or
the payment in full of the Offered Certificates, all amounts remaining on
deposit in the Net WAC Rate Carryover Reserve Account shall be released by
the
Trust Fund and distributed to the Class CE Certificateholders or their
designees. The Net WAC Rate Carryover Reserve Account shall be part of the
Trust
Fund but not part of any Trust REMIC and any payments to the Holders of the
Offered Certificates of Net WAC Rate Carryover Amounts will not be payments
with
respect to a “regular interest” in a REMIC within the meaning of Code Section
860(G)(a)(1).
(d) By
accepting a Class CE Certificate, each Class CE Certificateholder hereby
agrees
to direct the Paying Agent, and the Paying Agent is hereby is directed, to
deposit into the Net WAC Rate Carryover Reserve Account the amounts described
above on each Distribution Date rather than distributing such amounts to
the
Class CE Certificateholders. By accepting a Class CE Certificate, each Class
CE
Certificateholder further agrees that such direction is given for good and
valuable consideration, the receipt and sufficiency of which is acknowledged
by
such acceptance.
(e) All
amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain
uninvested.
(f) For
federal tax return and information reporting, the right of the Holders of
the
Offered Certificates to receive payments from the Net WAC Rate Carryover
Reserve
Account in respect of any Net WAC Rate Carryover Amount shall be assigned
a
value of zero.
| SECTION 4.08 |
Cap
Account
|
(a) No
later
than the Closing Date, the Cap Trustee shall establish and maintain with
itself
or the Cap Administrator, a separate, segregated trust account titled,
“Citibank,
N.A., as Cap Trustee, in trust for the registered holders of Citigroup Mortgage
Loan Trust 2007-AR1, Mortgage-Pass Through Certificates, Series 2007-AR1—Cap
Account.” Such
account shall be an Eligible Account and amounts therein shall be held
uninvested.
(b) Prior
to
each Distribution Date, pursuant to the Cap Administration Agreement, prior
to
any distribution to any Offered Certificate, the Cap Administrator on behalf
of
the Cap Trustee shall deposit into the Cap Account amounts received by it
under
the Interest Rate Cap Agreement, for distribution in accordance with Section
4.01(a)(4) above.
(c) It
is the
intention of the parties hereto that, for federal and state income and state
and
local franchise tax purposes, the Cap Account be disregarded as an entity
separate from the Holder of the Class CE Certificates unless and until the
date
when either (a) there is more than one Class CE Certificateholder or (b)
any
Class of Certificates in addition to the Class CE Certificates is
recharacterized as an equity interest in the Cap Account for federal income
tax
purposes, in which case it is the intention of the parties hereto that, for
federal and state income and state and local franchise tax purposes, the
Cap
Account be treated as a partnership. Upon the termination of the Trust Fund,
or
the payment in full of the Offered Certificates, all amounts remaining on
deposit in the Cap Account shall be released by the Trust Fund and distributed
to the Class CE Certificateholders or their designees. The Cap Account shall
be
part of the Trust Fund but not part of any Trust REMIC and any payments to
the
Holders of the Offered Certificates of Net WAC Rate Carryover Amounts will
not
be payments with respect to a “regular interest” in a REMIC within the meaning
of Code Section 860(G)(a)(1).
By
accepting a Class CE Certificate, each Class CE Certificateholder hereby
agrees
to direct the Paying Agent, and the Paying Agent is hereby directed, to deposit
into the Cap Account the amounts described above on each Distribution
Date.
Upon
an
early termination of the Interest Rate Cap Agreement other than in connection
with the optional termination of the Trust pursuant to Section 9.01 of the
Agreement, the Cap Trustee will use reasonable efforts to appoint a successor
Interest Rate Cap Provider. The Cap Administrator on behalf of the Cap Trustee
will apply any Interest Rate Cap Agreement termination payment received from
the
original Interest Rate Cap Provider in connection with such early termination
of
the Interest Rate Cap Agreement to the upfront payment required to appoint
the
successor Interest Rate Cap Provider. If the Cap Trustee is unable to appoint
a
successor Interest Rate Cap Provider within 30 days of the Interest Rate
Cap
Agreement early termination, then the Cap Trustee will establish, and will
deposit any cap termination payment received from the original Interest Rate
Cap
Provider into, a separate, non-interest bearing reserve account (a “Cap
Termination Reserve Account”) and will, on each subsequent Distribution Date,
withdraw from the amount then remaining on deposit in such reserve account
an
amount equal to the payment, if any, that would have been paid to the Cap
Trustee by the original Interest Rate Cap Provider calculated in accordance
with
the terms of the original Interest Rate Cap Agreement, and distribute such
amount in accordance with Section 3(a) of the Cap Administration Agreement.
Upon
an
Interest Rate Cap Agreement early termination in connection with the optional
termination of the trust, if the Cap Trustee or the Cap Administrator on
its
behalf receives an Interest Rate Cap Agreement termination payment from the
Interest Rate Cap Provider, such Interest Rate Cap Agreement termination
payment
will be distributed in accordance with the terms of the Cap Administration
Agreement.
For
federal tax return and information reporting, the right of the Holders of
the
Offered Certificates to receive payments from the Cap Account in respect
of any
Net WAC Rate Carryover Amount shall be assigned a value of zero.
| SECTION 4.09 |
Interest
Rate Cap Collateral Account.
|
The
Paying Agent (in its capacity as Cap Trustee) is hereby directed to perform
the
obligations of the Custodian as defined under the Interest Rate Cap Credit
Support Annex (the “Interest Rate Cap Custodian”). On or before the Closing
Date, the Interest Rate Cap Custodian shall establish an Interest Rate Cap
Collateral Account. The Interest Rate Cap Collateral Account shall be held
in
the name of the Interest Rate Cap Custodian in trust for the benefit of the
Certificateholders. The Interest Rate Cap Collateral Account must be an Eligible
Account and shall be titled “Interest Rate Cap Collateral Account, Citibank,
N.A., as Interest Rate Cap Custodian for registered Certificateholders of
Citigroup Mortgage Loan Trust 2007-AR1, Mortgage Pass-Through Certificates,
Series 2007-AR1.”
The
Interest Rate Cap Custodian shall credit to Interest Rate Cap Collateral
Account
all collateral (whether in the form of cash or securities) posted by the
Interest Rate Cap Provider to secure the obligations of the Interest Rate
Cap
Provider in accordance with the terms of the Interest Rate Cap Agreement.
Except
for investment earnings, the Interest Rate Cap Provider shall not have any
legal, equitable or beneficial interest in the Interest Rate Cap Collateral
Account other than in accordance with this Agreement, the Interest Rate Cap
Agreement and applicable law. The Interest Rate Cap Custodian shall maintain
and
apply all collateral and earnings thereon on deposit in the Interest Rate
Cap
Collateral Account in accordance with Interest Rate Cap Credit Support
Annex.
Cash
collateral posted by the Interest Rate Cap Provider in accordance with the
Interest Rate Cap Credit Support Annex shall be invested at the direction
of the
Interest Rate Cap Provider in Permitted Investments in accordance with the
requirements of the Interest Rate Cap Credit Support Annex. All amounts earned
on amounts on deposit in the Interest Rate Cap Collateral Account (whether
cash
collateral or securities) shall be for the account of and taxable to the
Interest Rate Cap Provider. If
no
investment direction is provided, such amounts shall remain
uninvested.
Upon
the
occurrence of an Event of Default, a Termination Event, or an Additional
Termination Event (each as defined in the Interest Rate Cap Agreement), with
respect to the Interest Rate Cap Provider or upon occurrence or designation
of
an Early Termination Date (as defined in the Interest Rate Cap Agreement)
as a
result of any such Event of Default, Termination Event, or Additional
Termination Event with respect to the Interest Rate Cap Provider, and, in
either
such case, unless the Interest Rate Cap Provider has paid in full all of
its
Obligations (as defined in the Interest Rate Cap Credit Support Annex) that
are
then due, then any collateral posted by the Interest Rate Cap Provider in
accordance with the Interest Rate Cap Credit Support Annex shall be applied
to
the payment of any Obligations due to Party B (as defined in the Interest
Rate
Cap Agreement) in accordance with the Interest Rate Cap Credit Support Annex.
Any excess amounts held in such Interest Rate Cap Collateral Account after
payment of all amounts owing to Party B under the Interest Rate Cap Agreement
shall be withdrawn from the Interest Rate Cap Collateral Account and paid
to the
Interest Rate Cap Provider in accordance with the Interest Rate Cap Credit
Support Annex.
For
federal tax return and information reporting, the right of the Holders of
the
Offered Certificates to receive payments from the Interest Rate Cap Collateral
Account in respect of any Net WAC Rate Carryover Amount shall be assigned
a
value of zero.
ARTICLE
V
THE
CERTIFICATES
| SECTION 5.01 |
The
Certificates.
|
(a) The
Certificates in the aggregate will represent the entire beneficial ownership
interest in the Mortgage Loans and all other assets included in the Trust
Fund.
At the Closing Date, the aggregate Certificate Principal Balance of the
Certificates will equal the aggregate Stated Principal Balance of the Mortgage
Loans.
The
Certificates will be substantially in the forms annexed hereto as Exhibits
A-1
through A-11. The Certificates of each Class will be issuable in registered
form
only, in denominations of authorized Percentage Interests as described in
the
definition thereof. Each Certificate will share ratably in all rights of
the
related Class.
Upon
original issue, the Certificates shall be executed by the Paying Agent and
delivered by the Authenticating Agent to or upon the order of the Depositor.
The
Certificates shall be executed and attested by manual or facsimile signature
on
behalf of the Paying Agent by an authorized signatory. Certificates bearing
the
manual or facsimile signatures of individuals who were at any time the proper
officers of the Paying Agent shall bind the Paying Agent, notwithstanding
that
such individuals or any of them have ceased to hold such offices prior to
the
execution, authentication and delivery of such Certificates 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 herein executed by the Authenticating Agent by manual signature,
and such certificate of authentication 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
Book-Entry Certificates shall initially be issued as one or more Certificates
held by Book-Entry Custodian or, if appointed to hold such Certificates as
provided below, the Depository and 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 Certificate Registrar 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 such Certificates through the book-entry
facilities of the Depository and, except as provided below, shall not be
entitled to definitive, fully registered Certificates (“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 only transfer the Ownership Interests 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 Paying Agent is hereby initially appointed as the Book-Entry
Custodian and hereby agrees to act as such in accordance herewith and in
accordance with the agreement that it has with the Depository authorizing
it to
act as such. The Book-Entry Custodian may, and if it is no longer qualified
to
act as such, the Book-Entry Custodian shall, appoint, by a written instrument
delivered to the Depositor, the Master Servicer and the Trust Administrator
and
any other transfer agent (including the Depository or any successor Depository)
to act as Book-Entry Custodian under such conditions as the predecessor
Book-Entry Custodian and the Depository or any successor Depository may
prescribe, provided that the predecessor Book-Entry Custodian shall not be
relieved of any of its duties or responsibilities by reason of any such
appointment of other than the Depository. If the Paying Agent resigns or
is
removed in accordance with the terms hereof, the successor Paying Agent or,
if
it so elects, the Depository shall immediately succeed to its predecessor’s
duties as Book-Entry Custodian. The Depositor shall have the right to inspect,
and to obtain copies of, any Certificates held as Book-Entry Certificates
by the
Book-Entry Custodian.
The
Trustee, the Trust Administrator, the Master Servicer, the Paying Agent,
the
Authenticating Agent, the Certificate Registrar and the Depositor may for
all
purposes (including the making of payments due on the Book-Entry Certificates)
deal with the Depository as the authorized representative of the Certificate
Owners with respect to the Book-Entry Certificates for the purposes of
exercising the rights of Certificateholders hereunder. The rights of Certificate
Owners with respect to the 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 the 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 Paying Agent 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
(i)(A)
the Depositor advises the Trust Administrator, the Paying Agent and the
Certificate Registrar in writing that the Depository is no longer willing
or
able to properly discharge its responsibilities as Depository, and (B) the
Depositor is unable to locate a qualified successor or (ii) after the occurrence
of a Master Servicer Event of Default, Certificate Owners representing in
the
aggregate not less than 51% of the Ownership Interests of the Book-Entry
Certificates advise the Trust Administrator, the Paying Agent and the
Certificate Registrar through the Depository, in writing, that the continuation
of a book-entry system through the Depository is no longer in the best interests
of the Certificate Owners, the Certificate Registrar shall notify all
Certificate Owners, 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 Certificate Registrar of the Book-
Entry Certificates by the Book-Entry Custodian or the Depository, as applicable,
accompanied by registration instructions from the Depository for registration
of
transfer, the Paying Agent shall issue the Definitive Certificates. Such
Definitive Certificates will be issued in minimum denominations of $100,000,
except that any beneficial ownership that was represented by a Book-Entry
Certificate in an amount less than $100,000 immediately prior to the issuance
of
a Definitive Certificate shall be issued in a minimum denomination equal
to the
amount represented by such Book-Entry Certificate. None of the Depositor,
the
Master Servicer, the Trust Administrator, the Authenticating Agent, the Paying
Agent, the Certificate Registrar nor the Trustee shall be liable for any
delay
in the delivery of such instructions 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 Depository shall be deemed to be imposed upon and performed
by
the Certificate Registrar and the Paying Agent, to the extent applicable
with
respect to such Definitive Certificates, and the Certificate Registrar and
the
Paying Agent shall recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.
| SECTION 5.02 |
Registration
of Transfer and Exchange of
Certificates.
|
(a) The
Certificate Registrar shall cause to be kept at one of the offices or agencies
to be appointed by the Trust Administrator in accordance with the provisions
of
Section 8.12 a Certificate Register for the Certificates in which, subject
to
such reasonable regulations as it may prescribe, the Certificate Registrar
shall
provide for the registration of Certificates and of transfers and exchanges
of
Certificates as herein provided.
(b) No
transfer of any Private Certificate or Ownership Interest therein shall be
made
unless that transfer is made pursuant to an effective registration statement
under the Securities Act of 1933, as amended (the “1933 Act”), and an effective
registration or qualification under applicable state securities laws, or
is made
in a transaction that does not require such registration or qualification.
In
the event that such a transfer of a Private Certificate is to be made without
registration or qualification (other than in connection with (i) the initial
transfer of any such Certificate by the Depositor to an Affiliate of the
Depositor or, in the case of the Residual Certificates, the first transfer
by an
Affiliate of the Depositor, (ii) the transfer of any Class CE Certificate
or
Residual Certificate to the issuer under the Indenture or the indenture trustee
or indenture trustee administrator under the Indenture or (iii) a transfer
of
any Class CE Certificate or Residual Certificate from the issuer under the
Indenture or the indenture trustee or indenture trustee administrator under
the
Indenture to the Depositor or an Affiliate of the Depositor), the Certificate
Registrar shall require, receipt of written certifications from the
Certificateholder desiring to effect the transfer and from such
Certificateholder’s prospective transferee, substantially in the forms attached
hereto as Exhibit F-1, or in the case of any Definitive Certificate, an opinion
of Counsel satisfactory to it that such transfer may be made without such
registration (which Opinion of Counsel shall not be an expense of the Trust
Fund
or of the Depositor, the Trustee, the Trust Administrator, the Certificate
Registrar, the Authenticating Agent , the Paying Agent, the Master Servicer
in
its capacity as such or any Sub-Servicer), together with copies of the written
certification(s) of the Certificateholder desiring to effect the transfer
and/or
such Certificateholder’s prospective transferee upon which such Opinion of
Counsel is based, if any.
In
the
event of any such transfer of any Ownership Interest in any Private Certificate
that is a Book-Entry Certificate, except with respect to the initial transfer
of
any such Certificate by the Depositor, such transfer shall be required to
be
made in reliance upon Rule 144A under the 1933 Act, and the transferor will
be
deemed to have made each of the representations and warranties set forth
on
Exhibit F-1 hereto in respect of such interest as if it was evidenced by
a
Definitive Certificate and the transferee will be deemed to have made each
of
the representations and warranties set forth on Exhibit F-1 hereto in respect
of
such interest as if it was evidenced by a Definitive Certificate. None of
the
Depositor or the Trustee is obligated to register or qualify any such
Certificates under the 1933 Act or any other securities laws or to take any
action not otherwise required under this Agreement to permit the transfer
of
such Certificates without registration or qualification. Any Certificateholder
desiring to effect the transfer of any such Certificate or Ownership Interest
therein shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
Agent, the Master Servicer and the Depositor against any liability that may
result if the transfer is not so exempt or is not made in accordance with
such
federal and state laws.
(c) (i)
No
transfer of a Residual Certificate, a Class P Certificate or any interest
therein shall be made to any Plan subject to ERISA or Section 4975 of the
Code,
any Person acting, directly or indirectly, on behalf of any such Plan or
any
Person acquiring such Certificates with “Plan Assets” of a Plan within the
meaning of the DOL Regulations as modified by Section 3(42) of ERISA (“Plan
Assets”) as certified by such transferee in the form of Exhibit G, unless the
Certificate Registrar is provided with an Opinion of Counsel on which the
Certificate Registrar, the Depositor, the Trustee, the Trust Administrator,
the
Paying Agent, the Authenticating Agent and the Master Servicer may rely,
to the
effect that the purchase and holding of such Certificates will be permissible
under applicable law, ERISA and the Code, will not constitute or result in
any
non-exempt prohibited transaction under ERISA or Section 4975 of the Code
and
will not subject the Depositor, the Master Servicer, the Trustee, the Trust
Administrator, the Paying Agent, the Authenticating Agent, the Certificate
Registrar or the Trust Fund 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 Depositor, the Master Servicer, the Trustee, the Trust
Administrator, the Paying Agent, the Authenticating Agent, the Certificate
Registrar or the Trust Fund. In lieu of such Opinion of Counsel, any prospective
Transferee of such Certificates may provide a certification in the form of
Exhibit G to this Agreement (or other form acceptable to the Depositor, the
Trustee, the Trust Administrator, the Certificate Registrar, the Paying Agent,
the Authenticating Agent and the Master Servicer), which the Certificate
Registrar may rely upon without further inquiry or investigation. Neither
a
certification nor an Opinion of Counsel will be required in connection with
the
initial transfer of any such Certificate by the Depositor to an Affiliate
of the
Depositor (in which case, the Depositor or any Affiliate thereof shall have
deemed to have represented that such Affiliate is not a Plan or a Person
investing Plan Assets) and the Certificate Registrar shall be entitled to
conclusively rely upon a representation (which, upon the request of the
Certificate Registrar, shall be a written representation) from the Depositor
of
the status of such transferee as an affiliate of the Depositor.
(ii) Each
beneficial owner of a Mezzanine Certificate or any interest therein shall
be
deemed to have represented, by virtue of its acquisition and holding of such
Certificate or interest therein, that either (A) it is not a Plan or investing
with Plan Assets, (B) it has acquired and is holding such Certificate in
reliance on the Underwriter’s Exemption granted by the Department of Labor on
April 18, 1991 as Prohibited Transaction Exemption (“PTE”) 91-23 at 56 F.R.
15936 and amended on July 21, 1997 as PTE 97-34 at 62 F.R. 39021 and further
amended on November 13, 2000 by PTE 2000-58 at 65 F.R. 67765 and on August
22,
2002 by PTE 2001-41 at 67 F.R. 54487 (“Underwriter’s Exemption”), and that it
understands that there are certain conditions to the availability of the
Underwriter’s Exemption, including that the certificate must be rated, at the
time of purchase, not lower than “BBB-” (or its equivalent) by Fitch, Xxxxx’x or
S&P and it will represent that it is an “accredited investor” as defined in
Rule 501(a)(1) of Regulation D under the Securities Act and will obtain a
representation from any transferee that such transferee is an accredited
investor so long as it is required to obtain a representation regarding
compliance with the Securities Act, or (C) (i) it is an insurance company,
(ii)
the source of funds used to acquire or hold the Certificate or interest therein
is an “insurance company general account,” as defined in Prohibited Transaction
Class Exemption (“PTCE”) 95-60, and (iii) the conditions in Sections I and III
of PTCE 95-60 have been satisfied.
(iii) If
any
Certificate or any interest therein is acquired or held in violation of the
provisions of the preceding two paragraphs, the next preceding permitted
beneficial owner will be treated as the beneficial owner of that Certificate
retroactive to the date of transfer to the purported beneficial owner. Any
purported beneficial owner whose acquisition or holding of any such Certificate
or interest therein was effected in violation of the provisions of the preceding
paragraph shall indemnify and hold harmless the Depositor, the Master Servicer,
the Trustee, the Trust Administrator, the Certificate Registrar, the Paying
Agent, the Authenticating Agent and the Trust Fund from and against any and
all
liabilities, claims, costs or expenses incurred by those parties as a result
of
that acquisition or holding.
(d) (i)
Each
Person who has or who acquires any Ownership Interest in a Residual 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 Paying Agent 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 Residual
Certificate are expressly subject to the following provisions:
(A) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall be a Permitted Transferee and shall promptly notify the Certificate
Registrar 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 Residual
Certificate, the Certificate Registrar shall require delivery to it and shall
not register the Transfer of any Residual Certificate until its receipt of
an
affidavit and agreement (a “Transfer Affidavit and Agreement”), in the form
attached hereto as Exhibit F-2, from the proposed Transferee, in form and
substance satisfactory to the Certificate Registrar, representing and
warranting, among other things, that such Transferee is a Permitted Transferee,
that it is not acquiring its Ownership Interest in the Residual Certificate
that
is the subject of the proposed Transfer as a nominee, trustee or agent for
any
Person that is not a Permitted Transferee, that for so long as it retains
its
Ownership Interest in a Residual Certificate, it will endeavor to remain
a
Permitted Transferee, and that it has reviewed the provisions of this Section
5.02(d) and agrees to be bound by them.
(C) Notwithstanding
the delivery of a Transfer Affidavit and Agreement by a proposed Transferee
under clause (B) above, if a Responsible Officer of the Certificate Registrar
who is assigned to this transaction has actual knowledge that the proposed
Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
in a Residual Certificate to such proposed Transferee shall be
effected.
(D) Each
Person holding or acquiring any Ownership Interest in a Residual 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
Residual Certificate and (y) not to transfer its Ownership Interest unless
it
provides a transferor affidavit (a “Transferor Affidavit”), in the form attached
hereto as Exhibit F-2, to the Certificate Registrar stating that, among other
things, it has no actual knowledge that such other Person is not a Permitted
Transferee.
(E) Each
Person holding or acquiring an Ownership Interest in a Residual Certificate,
by
purchasing an Ownership Interest in such Certificate, agrees to give the
Certificate Registrar written notice that it is a “pass-through interest holder”
within the meaning of temporary Treasury regulation Section 1.67- 3T(a)(2)(i)(A)
immediately upon acquiring an Ownership Interest in a Residual Certificate,
if
it is, or is holding an Ownership Interest in a Residual Certificate on behalf
of, a “pass-through interest holder.”
(ii) The
Certificate Registrar will register the Transfer of any Residual Certificate
only if it shall have received the Transfer Affidavit and Agreement and all
of
such other documents as shall have been reasonably required by the Certificate
Registrar as a condition to such registration. In addition, no Transfer of
a
Residual Certificate shall be made unless the Certificate Registrar shall
have
received a representation letter from the Transferee of such Certificate
to the
effect that such Transferee is a Permitted Transferee.
| (iii) |
(A)
If
any purported Transferee shall become a Holder of a Residual Certificate
in violation of the provisions of this Section 5.02(d), then the
last
preceding Permitted Transferee shall be restored, to the extent
permitted
by law, to all rights as Holder thereof retroactive to the date
of
registration of such Transfer of such Residual Certificate. The
Certificate Registrar shall be under no liability to any Person
for any
registration of Transfer of a Residual Certificate that is in fact
not
permitted by this Section 5.02(d) 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 Residual Certificate in
violation of the restrictions in this Section 5.02(d) and to the extent that
the
retroactive restoration of the rights of the Holder of such Residual Certificate
as described in clause (iii)(A) above shall be invalid, illegal or
unenforceable, then the Certificate Registrar shall have the right, without
notice to the Holder or any prior Holder of such Residual Certificate, to
sell
such Residual Certificate to a purchaser selected by the Certificate Registrar
on such terms as the Certificate Registrar may choose. Such purported Transferee
shall promptly endorse and deliver each Residual Certificate in accordance
with
the instructions of the Certificate Registrar. Such purchaser may be the
Certificate Registrar itself or any Affiliate of the Certificate Registrar.
The
proceeds of such sale, net of the commissions (which may include commissions
payable to the Certificate Registrar or its Affiliates), expenses and taxes
due,
if any, will be remitted by the Certificate Registrar 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 Certificate Registrar,
and the
Certificate Registrar shall not be liable to any Person having an Ownership
Interest in a Residual Certificate as a result of its exercise of such
discretion.
(iv) The
Trust
Administrator and the Certificate Registrar shall make available to the Internal
Revenue Service and those Persons specified by the REMIC Provisions all
information necessary to compute any tax imposed (A) as a result of the Transfer
of an Ownership Interest in a Residual Certificate to any Person who is a
Disqualified Organization, including the information described in Treasury
regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the
“excess inclusions” of such Residual Certificate 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 Residual Certificate having as among
its
record holders at any time any Person which is a Disqualified Organization.
Reasonable compensation for providing such information may be accepted by
the
Trust Administrator and the Certificate Registrar.
(v) The
provisions of this Section 5.02(d) set forth prior to this subsection (v)
may be
modified, added to or eliminated, provided that there shall have been delivered
to the Trust Administrator and the Certificate Registrar at the expense of
the
party seeking to modify, add to or eliminate any such provision the
following:
(A) written
notification from the Rating Agencies to the effect that the modification,
addition to or elimination of such provisions will not cause the Rating Agencies
to downgrade its then-current ratings of any Class of Certificates;
and
(B) an
Opinion of Counsel, in form and substance satisfactory to the Certificate
Registrar and the Trust Administrator, to the effect that such modification
of,
addition to or elimination of such provisions will not cause any Trust REMIC
to
cease to qualify as a REMIC and will not cause (x) any Trust REMIC to be
subject
to an entity-level tax caused by the Transfer of any Residual Certificate
to a
Person that is not a Permitted Transferee or (y) a Person other than the
prospective transferee to be subject to a REMIC-tax caused by the Transfer
of a
Residual Certificate to a Person that is not a Permitted
Transferee.
(e) Subject
to the preceding subsections, upon surrender for registration of transfer
of any
Certificate at any office or agency of the Certificate Registrar maintained
for
such purpose pursuant to Section 8.12, the Certificate Registrar shall give
notice of such surrender to the Paying Agent and the Authenticating Agent.
Upon
receipt of such notice, the Paying Agent shall execute and the Authenticating
Agent shall authenticate and deliver, in the name of the designated Transferee
or Transferees, one or more new Certificates of the same Class of a like
aggregate Percentage Interest.
(f) At
the
option of the Holder thereof, any Certificate may be exchanged for other
Certificates of the same Class with authorized denominations and a like
aggregate Percentage Interest, upon surrender of such Certificate to be
exchanged at any office or agency of the Certificate Registrar maintained
for
such purpose pursuant to Section 8.12. Whenever any Certificates are so
surrendered for exchange, upon notice from the Certificate Registrar, the
Paying
Agent shall execute, and the Authenticating Agent shall authenticate and
deliver, the Certificates 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 Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Certificate Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing. In addition, with respect to
each
Class R Certificate, the Holder thereof may exchange, in the manner described
above, such Class R Certificate for two separate Certificates, each representing
such Holder’s respective Percentage Interest in the Class R-I Interest and the
Class R-II Interest that was evidenced by the Class R Certificate being
exchanged.
(g) No
service charge to the Certificateholders shall be made for any transfer or
exchange of Certificates, but the Certificate Registrar 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 canceled and
destroyed by the Certificate Registrar in accordance with its customary
procedures.
(i) No
transfer of any Class CE Certificate shall be made unless the transferee
of such
Class CE Certificate provides to the Cap Trustee and the Certificate Registrar
the appropriate tax certification form (i.e., IRS Form W-9 or IRS Form X-0XXX,
X-0XXX, X-0XXX or W-8ECI, as applicable (or any successor form thereto)),
as a
condition to such transfer and agrees to update such forms (i) upon expiration
of any such form, (ii) as required under then applicable U.S. Treasury
regulations and (iii) promptly upon learning that any IRS Form W-9 or IRS
Form
X-0XXX, X-0XXX, X-0XXX or W-8ECI, as applicable (or any successor form thereto),
has become obsolete or incorrect. Upon receipt of any such tax certification
form from a transferee of any Class CE Certificate, the Certificate Registrar
shall provide a copy of such tax certification form to the Interest Rate
Cap
Provider.
| SECTION 5.03 |
Mutilated,
Destroyed, Lost or Stolen
Certificates.
|
If
(i)
any mutilated Certificate is surrendered to the Certificate Registrar, or
the
Certificate Registrar receive evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to the Certificate
Registrar, the Trustee and the Trust Administrator such security or indemnity
as
may be required by them to save each of them harmless, then, in the absence
of
actual knowledge by the Certificate Registrar that such Certificate has been
acquired by a bona fide purchaser, the Paying Agent shall execute, and the
Authenticating Agent shall authenticate and deliver, in exchange for or in
lieu
of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
of the same Class and of like denomination and Percentage Interest. Upon
the
issuance of any new Certificate under this Section, the Certificate Registrar
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 Certificate Registrar)
connected therewith. Any replacement Certificate issued pursuant to this
Section
shall constitute complete and indefeasible evidence of ownership in the
applicable REMIC created hereunder, 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.
|
The
Depositor, the Master Servicer, the Trustee, the Trust Administrator, the
Certificate Registrar, the Authenticating Agent, the Paying Agent and any
agent
of any of them 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 4.01 and for all other purposes whatsoever, and none
of the
Depositor, the Master Servicer, the Trustee, the Trust Administrator, the
Certificate Registrar, the Authenticating Agent, the Paying Agent or any
agent
of any of them shall be affected by notice to the contrary.
| SECTION 5.05 |
Certain
Available Information.
|
The
Paying Agent shall maintain at its Corporate Trust Office and shall make
available free of charge during normal business hours for review by any Holder
of a Certificate or any Person identified to the Paying Agent as a prospective
transferee of a Certificate, originals or copies of the following items:
(A)
this Agreement and any amendments hereof entered into pursuant to Section
11.01,
(B) all monthly statements required to be delivered to Certificateholders
of the
relevant Class pursuant to Section 4.02 since the Closing Date, and all other
notices, reports, statements and written communications delivered to the
Certificateholders of the relevant Class pursuant to this Agreement since
the
Closing Date, (C) all certifications delivered by a Responsible Officer of
the
Trust Administrator since the Closing Date pursuant to Section 10.01(h),
(D) any
and all Officers’ Certificates delivered to the Trust Administrator or the
Paying Agent by the Master Servicer since the Closing Date to evidence the
Master Servicer’s determination that any P&I Advance was, or if made, would
be a Nonrecoverable P&I Advance and (E) any and all Officers’ Certificates
delivered to the Trust Administrator or the Paying Agent by the Master Servicer
since the Closing Date pursuant to Section 4.04(a). Copies and mailing of
any
and all of the foregoing items will be available from the Paying Agent upon
request at the expense of the person requesting the same.
ARTICLE
VI
THE
DEPOSITOR AND THE MASTER SERVICER
| SECTION 6.01 |
Liability
of the Depositor and the Master
Servicer.
|
The
Depositor and the Master Servicer each shall be liable in accordance herewith
only to the extent of the obligations specifically imposed by this Agreement
and
undertaken hereunder by the Depositor and the Master Servicer
herein.
| SECTION 6.02 |
Merger
or Consolidation of the Depositor or the Master
Servicer.
|
Subject
to the following paragraph, the Depositor will keep in full effect its
existence, rights and franchises as a corporation under the laws of the
jurisdiction of its incorporation. Subject to the following paragraph, the
Master Servicer will keep in full effect its existence, rights and franchises
as
a corporation under the laws of the jurisdiction of its incorporation and
its
qualification as an approved conventional seller/servicer for Xxxxxx Xxx
or
Xxxxxxx Mac in good standing. The Depositor and the Master Servicer each
will
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.
The
Depositor or the Master Servicer may be merged or consolidated with or into
any
Person, or transfer all or substantially all of its assets to any Person,
in
which case any Person resulting from any merger or consolidation to which
the
Depositor or the Master Servicer shall be a party, or any Person succeeding
to
the business of the Depositor or the Master Servicer, shall be the successor
of
the Depositor or the Master 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 Master Servicer shall
be
qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac;
and
provided further that the Rating Agencies’ ratings of the Certificates rated
thereby and 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 the Rating Agencies).
| SECTION 6.03 |
Limitation
on Liability of the Depositor, the Master Servicer and
Others.
|
None
of
the Depositor, the Master Servicer or any of the directors, officers, employees
or agents of the Depositor or the Master 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 Master Servicer or any such person against
any breach of warranties, representations or covenants made herein, or against
any specific liability imposed on the Master Servicer pursuant hereto, or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of duties or by reason
of reckless disregard of obligations and duties hereunder. The Depositor,
the
Master Servicer and any director, officer, employee or agent of the Depositor
or
the Master Servicer may rely in good faith on any document of any kind which,
PRIMA FACIE, is properly executed and submitted by any Person respecting
any
matters arising hereunder. The Depositor, the Master Servicer and any director,
officer, employee or agent of the Depositor or the Master Servicer shall
be
indemnified and held harmless by the Trust Fund 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 to any specific
Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) or any loss,
liability or expense incurred by reason of willful misfeasance, bad faith
or
negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder. Neither the Depositor nor
the
Master Servicer shall be under any obligation to appear in, prosecute or
defend
any legal action unless such action is related to its respective duties under
this Agreement and, in its opinion, does not involve it in any expense or
liability; provided, however, that each of the Depositor and the Master Servicer
may in its discretion undertake any such action which it may deem necessary
or
desirable with respect to this Agreement and the rights and duties of the
parties hereto and the interests of the Certificateholders hereunder. In
such
event, unless the Depositor or the Master Servicer acts without the consent
of
Holders of Certificates entitled to at least 51% of the Voting Rights (which
consent shall not be necessary in the case of litigation or other legal action
by either to enforce their respective rights or defend themselves hereunder),
the legal expenses and costs of such action and any liability resulting
therefrom (except any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties hereunder
or
by reason of reckless disregard of obligations and duties hereunder) shall
be
expenses, costs and liabilities of the Trust Fund, and the Depositor (subject
to
the limitations set forth above) and the Master Servicer shall be entitled
to be
reimbursed therefor from the Collection Account as and to the extent provided
in
Section 3.11, any such right of reimbursement being prior to the rights of
the
Certificateholders to receive any amount in the Collection Account.
| SECTION 6.04 |
Limitation
on Resignation of the Master
Servicer.
|
The
Master Servicer shall not resign from the obligations and duties hereby imposed
on it except (i) upon determination that its duties hereunder are no longer
permissible under applicable law or (ii) with the written consent of the
Trustee
and the Trust Administrator, which consent may not be unreasonably withheld,
with written confirmation from the Rating Agencies (which confirmation shall
be
furnished to the Depositor, the Trustee and the Trust Administrator) that
such
resignation will not cause the Rating Agencies to reduce the then current
rating
of the Class A Certificates and provided that a qualified successor has agreed
to assume the duties and obligations of the Master Servicer hereunder. Any
such
determination pursuant to clause (i) of the preceding sentence permitting
the
resignation of the Master Servicer shall be evidenced by an Opinion of Counsel
to such effect obtained at the expense of the Master Servicer and delivered
to
the Trustee and the Trust Administrator. No resignation of the Master Servicer
shall become effective until the Trustee or a successor servicer shall have
assumed the Master Servicer’s responsibilities, duties, liabilities (other than
those liabilities arising prior to the appointment of such successor) and
obligations under this Agreement.
Except
as
expressly provided herein, the Master Servicer shall not assign nor transfer
any
of its rights, benefits or privileges hereunder to any other Person, nor
delegate to or subcontract with, nor authorize or appoint any other Person
to
perform any of the duties, covenants or obligations to be performed by the
Master Servicer hereunder. If, pursuant to any provision hereof, the duties
of
the Master Servicer are transferred to a successor master servicer, the entire
amount of the Servicing Fee and other compensation payable to the Master
Servicer pursuant hereto shall thereafter be payable to such successor master
servicer.
| SECTION 6.05 |
Rights
of the Depositor in Respect of the Master
Servicer.
|
The
Master Servicer shall afford (and any Sub-Servicing Agreement shall provide
that
each Sub-Servicer shall afford) the Depositor, the Trustee and the Trust
Administrator, upon reasonable notice, during normal business hours, access
to
all records maintained by the Master Servicer (and any such Sub-Servicer)
in
respect of the Master Servicer’s rights and obligations hereunder and access to
officers of the Master Servicer (and those of any such Sub-Servicer) responsible
for such obligations. Upon request, the Master Servicer shall furnish to
the
Depositor, the Trustee and the Trust Administrator its (and any such
Sub-Servicer’s) most recent financial statements of the parent company of the
Master Servicer and such other information relating to the Master Servicer’s
capacity to perform its obligations under this Agreement that it possesses.
Notwithstanding the foregoing, in the case of each Initial Sub-Servicer,
such
access and information described in the preceding two sentences shall be
required to be provided only to the extent provided in the Sub-Servicing
Agreement. To the extent such information is not otherwise available to the
public, the Depositor, the Trustee and the Trust Administrator shall not
disseminate any information obtained pursuant to the preceding two sentences
without the Master Servicer’s written consent, except as required pursuant to
this Agreement or to the extent that it is appropriate to do so (i) in working
with legal counsel, auditors, taxing authorities or other governmental agencies,
rating agencies or reinsurers or (ii) pursuant to any law, rule, regulation,
order, judgment, writ, injunction or decree of any court or governmental
authority having jurisdiction over the Depositor, the Trustee, the Trust
Administrator or the Trust Fund, and in either case, the Depositor, the Trustee
or the Trust Administrator, as the case may be, shall use its best efforts
to
assure the confidentiality of any such disseminated non-public information.
The
Depositor may, but is not obligated to, enforce the obligations of the Master
Servicer under this Agreement and may, but is not obligated to, perform,
or
cause a designee to perform, any defaulted obligation of the Master Servicer
under this Agreement or exercise the rights of the Master Servicer under
this
Agreement; provided that the Master Servicer shall not be relieved of any
of its
obligations under this Agreement by virtue of such performance by the Depositor
or its designee. The Depositor shall not have any responsibility or liability
for any action or failure to act by the Master Servicer and is not obligated
to
supervise the performance of the Master Servicer under this Agreement or
otherwise.
| SECTION 6.06 |
Duties
of the Credit Risk Manager.
|
For
and
on behalf of the Trust, the Credit Risk Manager will provide reports and
recommendations concerning certain delinquent and defaulted Mortgage Loans.
Such
reports and recommendations will be based upon information provided to the
Credit Risk Manager pursuant to the Credit Risk Management Agreement, and
the
Credit Risk Manager shall look solely to the related Initial Sub-Servicers
and/or the Master Servicer for all information and data (including loss and
delinquency information and data) relating to the servicing of the related
Mortgage Loans. Upon any termination of the Credit Risk Manager or the
appointment of a successor Credit Risk Manager, the Depositor shall give
written
notice thereof to the Initial Sub-Servicers, the Master Servicer, the Trustee,
the Trust Administrator and each Rating Agency. Notwithstanding the foregoing,
the termination of the Credit Risk Manager pursuant to this Section shall
not
become effective until the appointment of a successor Credit Risk
Manager.
| SECTION 6.07 |
Limitation
Upon Liability of the Credit Risk
Manager.
|
Neither
the Credit Risk Manager, nor any of its directors, officers, employees, or
agents shall be under any liability to the Trustee, the Certificateholders,
the
Master Servicer, the Trust Administrator or the Depositor for any action
taken
or for refraining from the taking of any action made in good faith pursuant
to
this Agreement, in reliance upon information provided by the related Initial
Sub-Servicer under the Credit Risk Management Agreement, or for errors in
judgment; provided, however, that this provision shall not protect the Credit
Risk Manager or any such person against liability that would otherwise be
imposed by reason of willful malfeasance or bad faith in its performance
of its
duties. The Credit Risk Manager and any director, officer, employee, or agent
of
the Credit Risk Manager 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,
and may rely in good faith upon the accuracy of information furnished by
the
related Initial Sub-Servicer pursuant to the Credit Risk Management Agreement
in
the performance of its duties thereunder and hereunder.
| SECTION 6.08 |
Removal
of the Credit Risk Manager.
|
The
Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders
holding not less than 66 2/3% of the Voting Rights in the Trust Fund, in
the
exercise of its or their sole discretion. The Certificateholders shall provide
written notice of the Credit Risk Manager’s removal to the Trust Administrator.
Upon receipt of such notice, the Trust Administrator shall provide written
notice to the Credit Risk Manager of its removal, which shall be effective
upon
receipt of such notice by the Credit Risk Manager.
ARTICLE
VII
DEFAULT
| SECTION 7.01 |
Master
Servicer Events of Default.
|
“Master
Servicer Event of Default,” wherever used herein, means any one of the following
events:
(i) (A)
any
failure by the Master Servicer to remit to the Paying Agent for distribution
to
the Certificateholders any payment (other than a P&I Advance required to be
made from its own funds on any Master Servicer Remittance Date pursuant to
Section 4.03) required to be made under the terms of the Certificates and
this
Agreement which continues unremedied for a period of one Business Day after
the
date upon which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer (with a copy to the
Paying Agent ) by the Depositor, the Trust Administrator or the Trustee (in
which case notice shall be provided by telecopy), or to the Master Servicer,
the
Depositor, the Trust Administrator, the Paying Agent and the Trustee by the
Holders of Certificates entitled to at least 25% of the Voting Rights; or
(B)
any deemed Master Servicer Event of Default caused by a failure by the Master
Servicer to timely comply with its obligations under Section 3.19 or Section
3.20 or Section 4.06, taking into account any cure period allowed by the
Trustee
at the direction of the Depositor that may be provided under such sections;
or
(ii) any
failure on the part of the Master Servicer duly to observe or perform in
any
material respect any of the covenants or agreements on the part of the Master
Servicer contained in the Certificates or in this Agreement which continues
unremedied for a period of 30 days after the earlier of (i) the date on which
written notice of such failure, requiring the same to be remedied, shall
have
been given to the Master Servicer by the Depositor, the Trust Administrator
or
the Trustee, or to the Master Servicer, the Depositor, the Trust Administrator
and the Trustee by the Holders of Certificates entitled to at least 25% of
the
Voting Rights and (ii) actual knowledge of such failure by a Servicing Officer
of the Master Servicer; 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 the appointment of a conservator
or
receiver or liquidator in any insolvency, readjustment of debt, marshalling
of
assets and liabilities or similar proceeding, or for the winding-up or
liquidation of its affairs, shall have been entered against the Master Servicer
and if such proceeding is being contested by the Master Servicer in good
faith
such decree or order shall have remained in force undischarged or unstayed
for a
period of 60 consecutive days or results in the entry of an order for relief
or
any such adjudication or appointment; or
(iv) the
Master 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 Master Servicer
or of
or relating to all or substantially all of its property; or
(v) the
Master Servicer shall admit in writing its inability to pay its debts generally
as they become due, file a petition to take advantage of any applicable
insolvency or reorganization statute, make an assignment for the benefit
of its
creditors, or voluntarily suspend payment of its obligations; or
(vi) any
failure of the Master Servicer to make, or of the Paying Agent to make on
behalf
of the Master Servicer, any P&I Advance on any Master Servicer Remittance
Date required to be made from its own funds pursuant to Section
4.03.
If
a
Master Servicer Event of Default described in clauses (i) through (v) of
this
Section shall occur, then, and in each and every such case, so long as such
Master Servicer Event of Default shall not have been remedied, the Depositor
or
the Trustee may, and at the written direction of the Holders of Certificates
entitled to at least 51% of Voting Rights, the Trustee shall, by notice in
writing to the Master 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 Master Servicer in its capacity as a Master Servicer under
this Agreement, to the extent permitted by law, and in and to the Mortgage
Loans
and the proceeds thereof. If a Master Servicer Event of Default described
in
clause (vi) hereof shall occur and shall not have been remedied by 1:00 p.m.
on
the related Distribution Date, the Paying Agent shall notify the Trustee
of the
same, and the Trustee shall be obligated to make such P&I Advance and, then
so long as such Master Servicer Event of Default shall not have been remedied
during the applicable time period set forth in clause (vi) above (including
the
reimbursement to the Trustee by the Master Servicer, with interest thereon
at
the Prime Rate, for any P&I Advance made), the Trustee shall, by notice in
writing to the Master Servicer and the Depositor, terminate all of the rights
and obligations of the Master Servicer in its capacity as a Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof.
On or after the receipt by the Master Servicer of such written notice, all
authority and power of the Master Servicer under this Agreement, whether
with
respect to the Certificates (other than as a Holder of any Certificate) or
the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this Section and, without limitation, the Trustee is hereby
authorized and empowered, as attorney-in-fact or otherwise, to execute and
deliver on behalf of and at the expense of the Master Servicer, 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 Master Servicer agrees, at
its
sole cost and expense, promptly (and in any event no later than ten Business
Days subsequent to such notice) to provide the Trustee with all documents
and
records requested by it to enable it to assume the Master Servicer’s functions
under this Agreement, and to cooperate with the Trustee in effecting the
termination of the Master Servicer’s responsibilities and rights under this
Agreement, including, without limitation, the transfer within one Business
Day
to the Trustee for administration by it of all cash amounts which at the
time
shall be or should have been credited by the Master Servicer to the Collection
Account held by or on behalf of the Master Servicer, the Distribution Account
or
any REO Account or Servicing Account held by or on behalf of the Master Servicer
or thereafter be received with respect to the Mortgage Loans or any REO Property
serviced by the Master Servicer (provided, however, that the Master Servicer
shall continue to be entitled to receive all amounts accrued or owing to
it
under this Agreement on or prior to the date of such termination, whether
in
respect of P&I Advances or otherwise, and shall continue to be entitled to
the benefits of Section 6.03, notwithstanding any such termination, with
respect
to events occurring prior to such termination). For purposes of this Section
7.01, the Trustee shall not be deemed to have knowledge of a Master Servicer
Event of Default unless a Responsible Officer of the Trustee assigned to
and
working in the Trustee’s Corporate Trust Office has actual knowledge thereof or
unless written notice of any event which is in fact such a Master Servicer
Event
of Default is received by the Trustee and such notice references the
Certificates, the Trust Fund or this Agreement.
| SECTION 7.02 |
Trustee
to Act; Appointment of Successor.
|
(a) On
and
after the time the Master Servicer receives a notice of termination, the
Trustee
shall be the successor in all respects to the Master Servicer in its capacity
as
Master Servicer under this Agreement, the Master Servicer shall not have
the
right to withdraw any funds from the Collection Account without the consent
of
the Trustee and the transactions set forth or provided for herein and shall
be
subject to all the responsibilities, duties and liabilities relating thereto
and
arising thereafter placed on the Master Servicer (except for any representations
or warranties of the Master Servicer under this Agreement, the responsibilities,
duties and liabilities contained in Section 2.03(c) and its obligation to
deposit amounts in respect of losses pursuant to Section 3.12) by the terms
and
provisions hereof including, without limitation, the Master Servicer’s
obligations to make P&I Advances pursuant to Section 4.03; provided,
however, that if the Trustee is prohibited by law or regulation from obligating
itself to make advances regarding delinquent mortgage loans, then the Trustee
shall not be obligated to make P&I Advances pursuant to Section 4.03; and
provided further, that any failure to perform such duties or responsibilities
caused by the Master Servicer’s failure to provide information required by
Section 7.01 shall not be considered a default by the Trustee as successor
to
the Master Servicer hereunder. As compensation therefor, the Trustee shall
be
entitled to the Servicing Fees and all funds relating to the Mortgage Loans
to
which the Master Servicer would have been entitled if it had continued to
act
hereunder (other than amounts which were due or would become due to the Master
Servicer prior to its termination or resignation). Notwithstanding the above,
the Trustee may, if it shall be unwilling to so act, or shall, if it is unable
to so act or if it is prohibited by law from making advances regarding
delinquent mortgage loans, or if the Holders of Certificates entitled to
at
least 51% of the Voting Rights so request in writing to the Trustee, promptly
appoint or petition a court of competent jurisdiction to appoint, an established
mortgage loan servicing institution acceptable to the Rating Agencies and
having
a net worth of not less than $15,000,000 as the successor to the Master Servicer
under this Agreement in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer under this
Agreement. No appointment of a successor to the Master Servicer under this
Agreement shall be effective until the assumption by the successor of all
of the
Master Servicer’s responsibilities, duties and liabilities hereunder. In
connection with such appointment and assumption described herein, 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
Master Servicer as such hereunder. The Depositor, the Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary
to
effectuate any such succession. Pending appointment of a successor to the
Master
Servicer under this Agreement, the Trustee shall act in such capacity as
hereinabove provided.
(b) In
connection with the termination or resignation of the Master Servicer hereunder,
either (i) the successor servicer, including the Trustee, if the Trustee
is
acting as successor Master 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 Master Servicer shall cooperate with the successor Master Servicer
in causing MERS to revise its records to reflect the transfer of servicing
to
the successor Master Servicer as necessary under MERS’ rules and regulations, or
(ii) the predecessor Master Servicer shall cooperate with the successor Master
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 Master Servicer. The
predecessor Master Servicer shall file or cause to be filed any such assignment
in the appropriate recording office. The predecessor Master 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 Section 7.02(b).
| SECTION 7.03 |
Notification
to Certificateholders.
|
(a) Upon
any
termination of the Master Servicer pursuant to Section 7.01 above or any
appointment of a successor to the Master Servicer pursuant to Section 7.02
above, the Trustee shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Not
later
than the later of 60 days after the occurrence of any event, which constitutes
or which, with notice or lapse of time or both, would constitute a Master
Servicer Event of Default or five days after a Responsible Officer of the
Trustee becomes aware of the occurrence of such an event, the Trustee shall
transmit by mail to all Holders of Certificates notice of each such occurrence,
unless such default or Master Servicer Event of Default shall have been cured
or
waived.
| SECTION 7.04 |
Waiver
of Master Servicer Events of
Default.
|
Subject
to Section 11.09(d), the Holders representing at least 66% of the Voting
Rights
evidenced by all Classes of Certificates affected by any default or Master
Servicer Event of Default hereunder may waive such default or Master Servicer
Event of Default; provided, however, that a default or Master Servicer Event
of
Default under clause (i) or (vi) of Section 7.01 may be waived only by all
of
the Holders of the Regular Certificates. Upon any such waiver of a default
or
Master Servicer Event of Default, such default or Master Servicer 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 Master Servicer Event of Default or impair any right consequent
thereon except to the extent expressly so waived.
| SECTION 7.05 |
Interest
Rate Cap Provider Event of Default
|
In
the
event that the Interest Rate Cap Provider fails to perform any of its
obligations under the Interest Rate Cap Agreement (including, without
limitation, its obligation to make any payment or transfer collateral), or
breaches any of its representations and warranties thereunder, or in the
event
that any Event of Default, Termination Event, or Additional Termination Event
(each as defined in the Interest Rate Cap Agreement) occurs with respect
to the
Interest Rate Cap Agreement, the Cap Trustee shall, promptly following actual
notice of such failure, breach or event, notify the Depositor and send any
notices and make any demands, on behalf of the Cap Trust, required to enforce
the rights of the Trust Fund under the Interest Rate Cap Agreement.
In
the
event that the Interest Rate Cap Provider’s obligations are guaranteed by a
third party under a guaranty relating to the Interest Rate Cap Agreement
(such
guaranty the “Guaranty” and such third party the “Guarantor”), then to the
extent that the Interest Rate Cap Provider fails to make any payment by the
close of business on the day it is required to make payment under the terms
of
the Interest Rate Cap Agreement, the Cap Trustee shall, promptly following
actual notice of the Interest Rate Cap Provider’s failure to pay, demand that
the Guarantor make any and all payments then required to be made by the
Guarantor pursuant to such Guaranty; provided, that the Cap Trustee shall
in no
event be liable for any failure or delay in the performance by the Interest
Rate
Cap Provider or any Guarantor of its obligations hereunder or pursuant to
the
Interest Rate Cap Agreement and the Guaranty, nor for any special, indirect
or
consequential loss or damage of any kind whatsoever (including but not limited
to lost profits) in connection therewith.
ARTICLE
VIII
CONCERNING
THE TRUSTEE, THE TRUST ADMINISTRATOR, THE PAYING AGENT, THE CERTIFICATE
REGISTRAR AND THE AUTHENTICATING AGENT
| SECTION 8.01 |
Duties
of Trustee, Trust Administrator and
Others.
|
The
Trustee, prior to the occurrence of a Master Servicer Event of Default and
after
the curing of all Master Servicer Events of Default which may have occurred,
and
each of the Trust Administrator, the Paying Agent, the Certificate Registrar
and
the Authenticating Agent, at all times, undertakes to perform such duties
and
only such duties as are specifically set forth in this Agreement. During
a
Master Servicer Event of Default, 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 person would exercise or use under the
circumstances in the conduct of such person’s own affairs. Any permissive right
of the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent enumerated in this Agreement shall
not be
construed as a duty.
Each
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar and the Authenticating Agent, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to it, 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; provided, however,
that none of the Trustee, the Trust Administrator, the Paying Agent, the
Certificate Registrar or the Authenticating Agent will be responsible for
the
accuracy or content of any such resolutions, certificates, statements, opinions,
reports, documents or other instruments. If any such instrument is found
not to
conform to the requirements of this Agreement in a material manner, it shall
take such action as it deems appropriate to have the instrument corrected,
and
if the instrument is not corrected to its satisfaction, it will provide notice
thereof to the Certificateholders.
No
provision of this Agreement shall be construed to relieve the Trustee, the
Trust
Administrator, the
Paying Agent, the Certificate Registrar or the Authenticating Agent
from
liability for its own negligent action, its own negligent failure to act
or its
own misconduct; provided, however, that:
(i) With
respect to the Trustee, prior to the occurrence of a Master Servicer Event
of
Default, and after the curing of all such Master Servicer Events of Default
which may have occurred, and with respect to the Trust Administrator, the
Paying
Agent, the Certificate Registrar and the Authenticating Agent, at all times,
the
duties and obligations of each of the Trustee, the Trust Administrator, the
Paying Agent, the Certificate Registrar and the Authenticating Agent, shall
be
determined solely by the express provisions of this Agreement, none of the
Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
or
the Authenticating Agent shall 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, the Trust Administrator, the Paying Agent, the Certificate Registrar
or
the Authenticating Agent and, in the absence of bad faith on the part of
the
Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
or
the Authenticating Agent, as applicable, the Trustee, the Trust Administrator,
the Paying Agent, the Certificate Registrar or the Authenticating Agent,
as the
case may be, 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, the Trust Administrator, the Paying Agent, the
Certificate Registrar or the Authenticating Agent, as the case may be, that
conform to the requirements of this Agreement;
(ii) None
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent shall be personally liable for any
error
of judgment made in good faith by a Responsible Officer or Responsible Officers
of it unless it shall be proved that it was negligent in ascertaining the
pertinent facts;
(iii) None
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent shall 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 Holders of Certificates entitled to
at
least 25% of the Voting Rights relating to the time, method and place of
conducting any proceeding for any remedy available to the it or exercising
any
trust or power conferred upon it, under this Agreement; and
(iv) The
Trustee shall not be required to take notice or be deemed to have notice
or
knowledge of any default unless a Responsible Officer of the Trustee shall
have
received written notice thereof or a Responsible Officer shall have actual
knowledge thereof. In the absence of receipt of such notice or actual knowledge,
the Trustee may conclusively assume there is no default.
None
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent shall be required to expend or risk
its
own funds or otherwise incur financial liability in the performance of any
of
its duties hereunder, or in the exercise of any of its rights or powers,
in each
case not including expenses, disbursements and advances incurred or made
by the
Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
or
the Authenticating Agent, as applicable, including the compensation and the
expenses and disbursements of its agents and counsel, in the ordinary course
of
the Trustee’s, the Trust Administrator’s the Paying Agent’s, the Certificate
Registrar’s or the Authenticating Agent’s, as the case may be, performance in
accordance with the provisions of this Agreement, if there is reasonable
ground
for believing that the repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. With respect to the
Trustee, none of the provisions contained in this Agreement shall in any
event
require the Trustee to perform, or be responsible for the manner of performance
of, any of the obligations of the Master Servicer under this Agreement, except
during such time, if any, as the Trustee shall be the successor to, and be
vested with the rights, duties, powers and privileges of, the Master Servicer
in
accordance with the terms of this Agreement.
| SECTION 8.02 |
Certain
Matters Affecting the Trustee, the Trust Administrator and
Others.
|
(a) Except
as
otherwise provided in Section 8.01:
(i) Each
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar and the Authenticating Agent and any director, officer, employee
or
agent of the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent, as the case may be, may request and
conclusively rely upon and shall be fully 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 reasonably believed
by it to be genuine and to have been signed or presented by the proper party
or
parties;
(ii) Each
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar and the Authenticating Agent may consult with counsel of its selection
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) None
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent shall be under any 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, the Trust Administrator, the Paying Agent, the Certificate Registrar
or
the Authenticating Agent, as applicable, security or indemnity satisfactory
to
it against the costs, expenses and liabilities which may be incurred therein
or
thereby; the right of the Trustee, the Trust Administrator, the Paying Agent,
the Certificate Registrar or the Authenticating Agent to perform any
discretionary act enumerated in this Agreement shall not be construed as
a duty,
and none of the Trustee, the Trust Administrator, the Paying Agent, the
Certificate Registrar or the Authenticating Agent shall be answerable for
other
than its negligence or willful misconduct in the performance of any such
act;
nothing contained herein shall, however, relieve the Trustee of the obligation,
upon the occurrence of a Master Servicer Event of Default (which has not
been
cured or waived), 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 person would exercise or use under the circumstances in the conduct
of
such person’s own affairs;
(iv) None
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent shall 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) With
respect to the Trustee, prior to the occurrence of a Master Servicer Event
of
Default hereunder, and after the curing of all Master Servicer Events of
Default
which may have occurred, and with respect to the Trust Administrator, the
Paying
Agent, the Certificate Registrar or the Authenticating Agent, at all times,
none
of the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent shall 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 to do so by the Holders
of
Certificates entitled to at least 25% of the Voting Rights; provided, however,
that if the payment within a reasonable time to the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar or the Authenticating
Agent, as applicable, 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, the Trust Administrator, the Paying Agent, the Certificate Registrar
or
the Authenticating Agent, as applicable, not reasonably assured to the Trustee,
the Trust Administrator, the Paying Agent, the Certificate Registrar or the
Authenticating Agent, as applicable, by such Certificateholders, the Trustee,
the Trust Administrator, the Paying Agent, the Certificate Registrar or the
Authenticating Agent, as applicable, may require indemnity satisfactory to
it
against such cost, expense, or liability from such Certificateholders as
a
condition to taking any such action;
(vi) Each
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar and the Authenticating Agent may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and none of the Trustee, the Trust Administrator, the
Paying
Agent, the Certificate Registrar or the Authenticating Agent shall be
responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care;
(vii) None
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent shall be personally liable for any
loss
resulting from the investment of funds held in the Collection Account at
the
direction of the Master Servicer pursuant to Section 3.12; and
(viii) Any
request or direction of the Depositor, the Master Servicer or the
Certificateholders mentioned herein shall be sufficiently evidenced in
writing.
(b) All
rights of action under this Agreement or under any of the Certificates,
enforceable by the Trustee, the Trust Administrator, the Paying Agent, the
Certificate Registrar or the Authenticating Agent, may be enforced by it
without
the possession of any of the Certificates, or the production thereof at the
trial or other proceeding relating thereto, and any such suit, action or
proceeding instituted by the Trustee, the Trust Administrator, the Paying
Agent,
the Certificate Registrar or the Authenticating Agent shall be brought in
its
name for the benefit of all the Holders of such Certificates, subject to
the
provisions of this Agreement.
| SECTION 8.03 |
Trustee,
Trust Administrator and Others not Liable for Certificates or Mortgage
Loans.
|
The
recitals contained herein and in the Certificates (other than the signatures
of
the Trustee, the Trust Administrator and Citibank hereto, the signature of
the
Paying Agent and the authentication of the Authenticating Agent on the
Certificates, the acknowledgments of the Trustee and the Trust Administrator
contained in Article II and the representations and warranties of the Trustee,
the Trust Administrator and Citibank in Section 8.12) shall be taken as the
statements of the Depositor and none of the Trustee, the Trust Administrator,
the Paying Agent, the Certificate Registrar or the Authenticating Agent assumes
any responsibility for their correctness. None of the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar or the Authenticating
Agent makes any representations or warranties as to the validity or sufficiency
of this Agreement (other than as specifically set forth in Section 8.12)
or of
the Certificates (other than the signature of the Paying Agent and
authentication of the Authenticating Agent on the Certificates) or of any
Mortgage Loan or related document or of MERS or the MERS System. None of
the
Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
or
the Authenticating Agent shall be accountable for the use or application
by the
Depositor 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 Master
Servicer in respect of the Mortgage Loans or deposited in or withdrawn from
the
Collection Account by the Master Servicer.
| SECTION 8.04 |
Trustee,
Trust Administrator and Others May Own
Certificates.
|
Each
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar and the Authenticating Agent in its individual capacity or any
other
capacity may become the owner or pledgee of Certificates with the same rights
it
would have if it were not the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar or the Authenticating Agent, as
applicable.
| SECTION 8.05 |
Trustee’s,
Trust Administrator’s, Paying Agent’s, Authenticating Agent’s, Certificate
Registrar’s and Custodians’ Fees and
Expenses.
|
(a) The
compensation to be paid to the Trustee, the Trust Administrator, the Paying
Agent, the Authenticating Agent and the Certificate Registrar in respect
of each
of its obligations under this Agreement or of a Custodian’s obligations under
the applicable Custodial Agreement will be the amounts paid by the Master
Servicer from its own funds or from a portion of the compensation paid to
the
Master Servicer hereunder pursuant to letter agreements between the Master
Servicer and the Trustee, the Trust Administrator, the Paying Agent, the
Authenticating Agent, the Certificate Registrar and such Custodian (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) and no such compensation shall
be
paid from the assets of the Trust. Each of the Trustee, the Trust Administrator,
the Paying Agent, the Certificate Registrar, the Authenticating Agent, a
Custodian and any director, officer, employee or agent of any of them, as
applicable, shall be indemnified by the Trust Fund and held harmless against
any
loss, liability or expense (not including expenses, disbursements and advances
incurred or made by the Trustee, the Trust Administrator, the Paying Agent,
the
Certificate Registrar, the Authenticating Agent or a Custodian, as applicable,
including the compensation and the expenses and disbursements of its agents
and
counsel, in the ordinary course of the Trustee’s, the Trust Administrator’s the
Paying Agent’s, the Certificate Registrar’s, the Authenticating Agent’s or a
Custodian’s, as the case may be, performance in accordance with the provisions
of this Agreement) incurred by the Trustee, the Trust Administrator, the
Paying
Agent, the Certificate Registrar, the Authenticating Agent or a Custodian,
as
applicable, in connection with any claim or legal action or any pending or
threatened claim or legal action arising out of or in connection with the
acceptance or administration of its obligations and duties under this Agreement
(or, in the case of a Custodian, under the applicable Custodial Agreement),
other than any loss, liability or expense (i) resulting from any breach of
the
Master Servicer’s (and in the case of the Trustee, the Trust Administrator’s or
the Paying Agent’s; in the case of the Trust Administrator, the Trustee’s or the
Paying Agent’s; or in the case of the Paying Agent, the Trustee’s or the Trust
Administrator’s) obligations in connection with this Agreement and the Mortgage
Loans, (ii) that constitutes a specific liability of the Trustee, the Trust
Administrator or the Paying Agent, as applicable, pursuant to Section 10.01(g)
or (iii) any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties hereunder
or
by reason of reckless disregard of obligations and duties hereunder (or,
in the
case of a Custodian, under the applicable Custodial Agreement) or as a result
of
a breach of the Trustee’s, the Trust Administrator’s or the Paying Agent’s
obligations under Article X hereof (or, in the case of a Custodian, as a
result
of a breach of such Custodian’s obligations under the related Custodial
Agreement). Any amounts payable to the Trustee, the Trust Administrator,
the
Paying Agent, the Certificate Registrar or the Authenticating Agent, a
Custodian, or any director, officer, employee or agent of any of them in
respect
of the indemnification provided by this paragraph (a), or pursuant to any
other
right of reimbursement from the Trust Fund that the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar, the Authenticating
Agent, a Custodian or any director, officer, employee or agent of any of
them
may have hereunder in its capacity as such, may be withdrawn by the Paying
Agent
for payment to the applicable indemnified Person from the Distribution Account
at any time.
(b) The
Master Servicer agrees to indemnify the Trustee, the Trust Administrator,
the
Paying Agent, the Certificate Registrar, the Authenticating Agent and any
Custodian from, and hold each harmless against, any loss, liability or expense
resulting from a breach of the Master Servicer’s obligations and duties under
this Agreement. Such indemnity shall survive the termination or discharge
of
this Agreement and the resignation or removal of the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar, the Authenticating
Agent or such Custodian, as the case may be. Any payment hereunder made by
the
Master Servicer to the Trustee, the Trust Administrator, the Paying Agent,
the
Certificate Registrar, the Authenticating Agent or such Custodian shall be
from
the Master Servicer’s own funds, without reimbursement from the Trust Fund
therefor.
| SECTION 8.06 |
Eligibility
Requirements for Trustee and Trust
Administrator.
|
Each
of
the Trustee and the Trust Administrator hereunder shall at all times be a
corporation or an association organized and doing business under the laws
of any
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. In case at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee or the Trust Administrator, as the case may be, shall resign immediately
in the manner and with the effect specified in Section 8.07.
| SECTION 8.07 |
Resignation
and Removal of the Trustee and the Trust
Administrator.
|
Either
of
the Trustee or the Trust Administrator may at any time resign and be discharged
from the trust hereby created by giving written notice thereof to the Depositor,
the Master Servicer and the Certificateholders and, if the Trustee is resigning,
to the Trust Administrator, or, if the Trust Administrator is resigning,
to the
Trustee. Upon receiving such notice of resignation, the Depositor shall promptly
appoint a successor trustee or trust administrator (which may be the same
Person
in the event the Trust Administrator resigns or is removed) by written
instrument, in duplicate, which instrument shall be delivered to the resigning
Trustee or Trust Administrator and to the successor trustee or trust
administrator, as applicable. A copy of such instrument shall be delivered
to
the Certificateholders, the Trustee or Trust Administrator, as applicable,
and
the Master Servicer by the Depositor. If no successor trustee or trust
administrator shall have been so appointed and have accepted appointment
within
30 days after the giving of such notice of resignation, the resigning Trustee
or
Trust Administrator, as applicable, may petition any court of competent
jurisdiction for the appointment of a successor trustee or trust administrator,
as applicable.
If
at any
time the Trustee or the Trust Administrator 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 in the case of the Trust
Administrator, the Trustee), or if at any time the Trustee or the Trust
Administrator shall become incapable of acting, or shall be adjudged bankrupt
or
insolvent, or a receiver of the Trustee or the Trust Administrator or of
its
property shall be appointed, or any public officer shall take charge or control
of the Trustee or the Trust Administrator or of its property or affairs for
the
purpose of rehabilitation, conservation or liquidation, then the Depositor
(or
in the case of the Trust Administrator, the Trustee) may remove the Trustee
or
the Trust Administrator, as applicable, and appoint a successor trustee or
trust
administrator (which may be the same Person in the event the Trust Administrator
resigns or is removed) by written instrument, in duplicate, which instrument
shall be delivered to the Trustee or Trust Administrator so removed and to
the
successor trustee or trust administrator. A copy of such instrument shall
be
delivered to the Certificateholders, the Trustee or the Trust Administrator,
as
applicable, and the Master Servicer by the Depositor.
The
Holders of Certificates entitled to at least 51% of the Voting Rights may
at any
time remove the Trustee or the Trust Administrator and appoint a successor
trustee or trust administrator 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 or the Trust Administrator, as the case may be,
so
removed and one complete set to the successor so appointed. A copy of such
instrument shall be delivered to the Certificateholders and the Master Servicer
by the Depositor.
If
no
successor Trust Administrator shall have been appointed and shall have accepted
appointment within 60 days after the Trust Administrator ceases to be the
Trust
Administrator pursuant to this Section 8.07, then the Trustee shall perform
the
duties of the Trust Administrator pursuant to this Agreement. The Trustee
shall
notify the Rating Agencies of any change of Trust Administrator.
Any
resignation or removal of the Trustee or the Trust Administrator and appointment
of a successor trustee or trust administrator, as the case may be, pursuant
to
any of the provisions of this Section shall not become effective until
acceptance of appointment by the successor trustee or trust administrator
as
provided in Section 8.08. Notwithstanding the foregoing, in the event the
Trust
Administrator advises the Trustee that it is unable to continue to perform
its
obligations pursuant to the terms of this Agreement prior to the appointment
of
a successor, the Trustee shall be obligated to perform such obligations until
a
new trust administrator is appointed. Such performance shall be without
prejudice to any claim by a party hereto or beneficiary hereof resulting
from
the Trust Administrator’s breach of its obligations hereunder. As compensation
therefor, the Trustee shall be entitled to all fees the Trust Administrator
would have been entitled to if it had continued to act hereunder.
| SECTION 8.08 |
Successor
Trustee or Trust Administrator.
|
Any
successor trustee or trust administrator appointed as provided in Section
8.07
shall execute, acknowledge and deliver to the Depositor, the Trustee or the
Trust Administrator, as applicable, and to its predecessor trustee or trust
administrator an instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor trustee or trust administrator
shall become effective and such successor trustee or trust administrator,
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 or trust administrator
herein.
The predecessor trustee or trust administrator shall deliver to the successor
trustee or trust administrator all Mortgage Files and related documents and
statements, as well as all moneys, held by it hereunder and the Depositor
and
the predecessor trustee or trust administrator 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 or trust
administrator all such rights, powers, duties and obligations.
No
successor trustee or trust administrator shall accept appointment as provided
in
this Section unless at the time of such acceptance such successor trustee
or
trust administrator shall be eligible under the provisions of Section 8.06
and
the appointment of such successor trustee or trust administrator shall not
result in a downgrading of any Class of Certificates by the Rating Agencies,
as
evidenced by a letter from the Rating Agencies.
Upon
acceptance of appointment by a successor trustee or trust administrator as
provided in this Section, the Depositor shall mail notice of the succession
of
such trustee or trust administrator 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 or trust administrator, the successor trustee or trust administrator
shall cause such notice to be mailed at the expense of the
Depositor.
| SECTION 8.09 |
Merger
or Consolidation of Trustee or Trust
Administrator.
|
Any
corporation or association into which either the Trustee or the Trust
Administrator may be merged or converted or with which it may be consolidated
or
any corporation or association resulting from any merger, conversion or
consolidation to which the Trustee or the Trust Administrator, as the case
may
be, shall be a party, or any corporation or association succeeding to the
business of the Trustee or the Trust Administrator, as applicable, shall
be the
successor of the Trustee or the Trust Administrator, as the case may be,
hereunder, provided such corporation or 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.
| SECTION 8.10 |
Appointment
of Co-Trustee or Separate Trustee.
|
Notwithstanding
any other provisions hereof, at any time, for the purpose of meeting any
legal
requirements of any jurisdiction in which any part of REMIC I or property
securing the same may at the time be located, the Master 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 REMIC I, and to vest in such Person
or
Persons, in such capacity, such title to REMIC I, or any part thereof, and,
subject to the other provisions of this Section 8.10, such powers, duties,
obligations, rights and trusts as the Master Servicer and the Trustee may
consider necessary or desirable. If the Master Servicer shall not have joined
in
such appointment within 15 days after the receipt by it of a request to do
so,
or in case a Master Servicer 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.
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 by the Trustee (whether as Trustee hereunder or
as
successor to the Master 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 REMIC I 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.
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 trust
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.
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 |
[intentionally
omitted]
|
| SECTION 8.12 |
Appointment
of Office or Agency.
|
The
Trust
Administrator or the Paying Agent on its behalf will appoint an office or
agency
in the City of New York where the Certificates may be surrendered for
registration of transfer or exchange, and presented for final distribution,
and
where notices and demands to or upon the Certificate Registrar, the Paying
Agent
or the Trust Administrator in respect of the Certificates and this Agreement
may
be served.
| SECTION 8.13 |
Representations
and Warranties.
|
Each
of
the Trustee, the Trust Administrator and Citibank hereby represents and warrants
to the Master Servicer, the Depositor and the Trustee, the Trust Administrator
and Citibank, as applicable, as of the Closing Date, that:
(i) It
is
duly organized, validly existing and in good standing under the laws of the
State of New York, in the case of the Trust Administrator, and the laws of
the
United States, in the case of the Trustee and Citibank.
(ii) The
execution and delivery of this Agreement by it, and the performance and
compliance with the terms of this Agreement by it, will not violate its articles
of association or bylaws or constitute a default (or an event which, with
notice
or lapse of time, or both, would constitute a default) under, or result in
the
breach of, any material agreement or other instrument to which it is a party
or
which is applicable to it or any of its assets.
(iii) It
has
the full power and authority to enter into and consummate all transactions
contemplated by this Agreement, has duly authorized the execution, delivery
and
performance of this Agreement, and has duly executed and delivered this
Agreement.
(iv) This
Agreement, assuming due authorization, execution and delivery by the other
parties hereto, constitutes a valid, legal and binding obligation of it,
enforceable against it in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, receivership, reorganization, moratorium
and
other laws affecting the enforcement of creditors’ rights generally, and (B)
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.
(v) It
is not
in violation of, and its execution and delivery of this Agreement and its
performance and compliance with the terms of this Agreement will not constitute
a violation of, any law, any order or decree of any court or arbiter, or
any
order, regulation or demand of any federal, state or local governmental or
regulatory authority, which violation, in its good faith and reasonable
judgment, is likely to affect materially and adversely either the ability
of the
it to perform its obligations under this Agreement or the financial condition
of
it.
(vi) No
litigation is pending or, to the best of its knowledge, threatened against
it
which would prohibit it from entering into this Agreement or, in its good
faith
reasonable judgment, is likely to materially and adversely affect either
the
ability of it to perform its obligations under this Agreement or the financial
condition of it.
| SECTION 8.14 |
Appointment
and Removal of Paying Agent, Authenticating Agent and Certificate
Registrar.
|
(a) The
Trust
Administrator hereby appoints Citibank as Paying Agent and Citibank hereby
accepts such appointment. The Paying Agent shall hold all amounts deposited
with
it by the Trust Administrator or the Master Servicer for payment on the
Certificates in trust for the benefit of the Certificateholders until the
amounts are paid to the Certificateholders or otherwise disposed of in
accordance with this Agreement.
Any
corporation or national banking association into which the Paying Agent may
be
merged in 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 such Paying Agent shall be a party, or any corporation
or
national banking association succeeding to the corporate agency or corporate
trust business of the Paying Agent, shall continue to be the Paying Agent,
provided such corporation or national banking association shall be otherwise
eligible under this section 8.14(a), without the execution or filing of any
paper or any further act on the part of the Trustee, the Trust Administrator
or
the Paying Agent.
The
Paying Agent may resign at any time by giving written notice thereof to the
Trustee and the Trust Administrator. The Trust Administrator may at any time
terminate the Paying Agent by giving written notice thereof to the Paying
Agent
and to the Trustee. Upon receiving such a notice of resignation or upon such
a
termination, or in case at any time such Paying Agent shall cease to be eligible
in accordance with the provisions of this section 8.14(a), the Trust
Administrator shall appoint a successor and shall mail written notice of
such
appointment by first-class mail, postage prepaid to all Certificateholders
as
their names and addresses appear in the Certificate Register and to the Rating
Agencies. Following the termination or resignation of the Paying Agent and
prior
to the appointment of a successor Paying Agent, the Trust Administrator shall
act as Paying Agent hereunder. Any successor Paying Agent upon acceptance
of its
appointment hereunder shall become vested with all the rights, powers and
duties
of its predecessor hereunder, with like effect as if originally named as
the
Paying Agent herein. No successor Paying Agent shall be appointed unless
eligible under the provisions of this section 8.14(a).
The
Paying Agent and any successor Paying Agent (i) may not be an Originator,
the
Master Servicer, a subservicer, the Depositor or an affiliate of the Depositor
unless the Paying Agent is an institutional trust department, (ii) must be
authorized to exercise corporate trust powers under the laws of its jurisdiction
of organization, and (iii) must at all times be rated at least “A1” by S&P
if S&P is a Rating Agency and at least “A/F1” by Fitch if Fitch is a rating
agency and the equivalent rating by Moody’s, if Xxxxx’x is a Rating
Agency.
The
Trust
Administrator shall pay to the Paying Agent from its own funds reasonable
compensation for its services hereunder, and such expense of the Trust
Administrator shall not be payable from the Trust Fund and shall not be
recoverable by the Trust Administrator from the assets of the Trust Fund
pursuant to section 8.05 or any other provision of this Agreement.
(b) The
Trust
Administrator hereby appoints Citibank as Authenticating Agent and Citibank
hereby accepts such appointment. The Authenticating Agent shall be authorized
to
authenticate the Certificates, and Certificates so authenticated shall be
entitled to the benefit of this Agreement.
The
Authenticating Agent shall at all times remain a corporation or national
banking
association organized and doing business under the laws of the United States
of
America, any state thereof or the District of Columbia, authorized under
such
laws to act as Authenticating Agent, having a combined capital and surplus
of
not less than $15,000,000, authorized under such laws to conduct a trust
business and subject to supervision or examination by federal or state
authority. If the Authenticating Agent publishes reports of condition at
least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this section 8.14(b), the combined
capital and surplus of the Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this section 8.14(b), such Authenticating
Agent shall resign immediately in the manner and with the effect specified
in
this section 8.14(b).
Any
corporation or national banking association into which the Authenticating
Agent
may be merged in 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 such Authenticating Agent shall be a
party,
or any corporation or national banking association succeeding to the corporate
agency or corporate trust business of the Authenticating Agent, shall continue
to be the Authenticating Agent, provided such corporation or national banking
association shall be otherwise eligible under this section 8.14(b), without
the
execution or filing of any paper or any further act on the part of the Trustee,
the Trust Administrator or the Authenticating Agent.
The
Authenticating Agent may resign at any time by giving written notice thereof
to
the Trustee and the Trust Administrator. The Trust Administrator may at any
time
terminate the Authenticating Agent by giving written notice thereof to the
Authenticating Agent and to the Trustee. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this section 8.14(b), the Trust Administrator shall appoint
a
successor and shall mail written notice of such appointment by first-class
mail,
postage prepaid to all Certificateholders as their names and addresses appear
in
the Certificate Register. Following the termination or resignation of the
Authenticating Agent and prior to the appointment of a successor Authenticating
Agent, the Trust Administrator shall act as Authenticating Agent hereunder.
Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as the Authenticating
Agent
herein. No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this section 8.14(b).
The
Trust
Administrator shall pay to the Authenticating Agent from its own funds
reasonable compensation for its services hereunder, and such expense of the
Trust Administrator shall not be payable from the Trust Fund and shall not
be
recoverable by the Trust Administrator from the assets of the Trust Fund
pursuant to section 8.05 or any other provision of this Agreement.
(c) The
Trust
Administrator hereby appoints Citibank as Certificate Registrar and Citibank
hereby accepts such appointment.
Any
corporation or national banking association into which the Certificate Registrar
may be merged in 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 such Certificate Registrar shall be
a
party, or any corporation or national banking association succeeding to the
corporate agency or corporate trust business of the Certificate Registrar,
shall
continue to be the Certificate Registrar, provided such corporation or national
banking association shall be otherwise eligible under this section 8.14(c),
without the execution or filing of any paper or any further act on the part
of
the Trustee, the Trust Administrator or the Certificate Registrar.
The
Certificate Registrar may resign at any time by giving written notice thereof
to
the Trustee and the Trust Administrator. The Trust Administrator may at any
time
terminate the Certificate Registrar by giving written notice thereof to the
Certificate Registrar and to the Trustee.
Upon
receiving such a notice of resignation or upon such a termination, or in
case at
any time such Certificate Registrar shall cease to be eligible in accordance
with the provisions of this section 8.14(c), the Trust Administrator shall
appoint a successor and shall mail written notice of such appointment by
first-class mail, postage prepaid to all Certificateholders as their names
and
addresses appear in the Certificate Register. Following the termination or
resignation of the Certificate Registrar and prior to the appointment of
a
successor Certificate Registrar, the Trust Administrator shall act as
Certificate Registrar hereunder. Any successor Certificate Registrar upon
acceptance of its appointment hereunder shall become vested with all the
rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as the Certificate Registrar herein. No successor Certificate
Registrar shall be appointed unless eligible under the provisions of this
section 8.14(c).
The
Trust
Administrator shall pay to the Certificate Registrar from its own funds
reasonable compensation for its services hereunder, and such expense of the
Trust Administrator shall not be payable from the Trust Fund and shall not
be
recoverable by the Trust Administrator from the assets of the Trust Fund
pursuant to section 8.05 or any other provision of this Agreement.
(d) Notwithstanding
anything to the contrary herein, in no event shall the Trustee be liable
to any
party hereto or to any third party for the performance of any custody-related
functions with respect to which the applicable Custodian shall fail to take
action on behalf of the Trustee or, with respect to which the performance
of
custody-related functions pursuant to the terms of the custodial agreement
with
the applicable Custodian shall fail to satisfy all the related requirements
under this Agreement.
(e) The
Paying Agent, in its capacity as Cap Trustee, is hereby directed to execute
and
deliver the Interest Rate Cap Agreement on behalf of Party B (as defined
in the
Interest Rate Cap Agreement) and to perform the obligations of Party B
thereunder on the Closing Date and thereafter on behalf of the holders of
the
Offered Certificates. The Master Servicer, the Trust Administrator, the
Depositor and the Certificateholders by acceptance of the Offered Certificates
acknowledge and agree that the Paying Agent, in its capacity as Cap Trustee,
shall execute and deliver the Interest Rate Cap Agreement on behalf of Party
B
(as defined in the Interest Rate Cap Agreement) and to perform the obligations
of Party B thereunder and shall do so solely in its capacity as Cap Trustee
and
not in its individual capacity.
| SECTION 8.15 |
No
Trustee Liability for Actions or Inactions of
Custodians.
|
Notwithstanding
anything to the contrary herein, in no event shall the Trustee be liable
to any
party hereto or to any third party for the performance of any custody-related
functions with respect to which the applicable Custodian shall fail to take
action on behalf of the Trustee or, with respect to which the performance
of
custody-related functions pursuant to the terms of the custodial agreement
with
the applicable Custodian shall fail to satisfy all the related requirements
under this Agreement.
ARTICLE
IX
TERMINATION
| SECTION 9.01 |
Termination
Upon Repurchase or Liquidation of the Mortgage
Loans.
|
(a) Subject
to Section 9.02, the respective obligations and responsibilities under this
Agreement of the Depositor, the Master Servicer, the Trustee, the Paying
Agent,
the Certificate Registrar, the Authenticating Agent and the Trust Administrator
with respect to the Mortgage Loans (other than the obligations of the Master
Servicer to the Trustee and the Trust Administrator pursuant to Section 8.05
and
of the Master Servicer and the Trust Administrator to provide for and the
Paying
Agent to make payments to the Holders of the Certificates as hereinafter
set
forth) shall terminate upon payment to the Holders of the Certificates and
the
deposit of all amounts held by or on behalf of the Trustee or the Trust
Administrator and required hereunder to be so paid or deposited on the
Distribution Date coinciding with or following the earlier to occur of (i)
the
purchase by the applicable Terminator of all Mortgage Loans and each related
REO
Property remaining in REMIC I and (ii) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan or related
REO
Property remaining in REMIC I. The purchase by the applicable Terminator
of all
Mortgage Loans and each related REO Property remaining in REMIC I shall be
at a
price (the “Termination Price”) equal to the Purchase Price of the Mortgage
Loans included in REMIC I, plus the appraised value of each related REO
Property, if any, included in REMIC I, such appraisal to be conducted by
an
appraiser mutually agreed upon by the Master Servicer and the Trustee in
their
reasonable discretion (as determined by the Master Servicer, with the consent
of
the Trustee, as of the close of business on the third Business Day next
preceding the date upon which notice of any such termination is furnished
to
Holders of the Certificates pursuant to Section 9.01(e)), provided, however,
such option may only be exercised if the Termination Price is sufficient
to
result in the payment of all interest accrued on, as well as amounts necessary
to retire the principal balance of, each class of notes issued pursuant to
the
Indenture.
(b) [Reserved].
(c) [Reserved].
(d) The
related Terminator shall have the right to purchase all of the Mortgage Loans
and each REO Property remaining in REMIC I no later than the Determination
Date
in the month immediately preceding the Distribution Date on which the
Certificates will be retired; provided, however, that the related Terminator,
as
provided above, may elect to purchase (i) all of the Mortgage Loans and each
REO
Property remaining in REMIC I pursuant to Section 9.01(a)(i) only if the
aggregate Stated Principal Balance of the Mortgage Loans and each REO Property
remaining in REMIC I at the time of such election is reduced to less than
10% of
the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off
Date. For federal income tax purposes, the purchase by the related Terminator
of
the Mortgage Loans and the REO Properties underlying the Certificates is
intended to facilitate a redemption of such Certificates pursuant to a “cleanup
call” within the meaning of Treasury regulation section 1.860G-2(j).
Notwithstanding the foregoing, the applicable Terminator shall have the right
to
transfer, sell or assign its rights to purchase the Mortgage Loans and each
REO
Property remaining in REMIC I.
(e) Notice
of
the liquidation of any Certificates shall be given promptly by the Paying
Agent
by letter to the related Certificateholders (with a copy to the Trustee and
the
Trust Administrator mailed (a) in the event such notice is given in connection
with the purchase of either the Mortgage Loans and each related REO Property
remaining in REMIC I by the related Terminator, not earlier than the 15th
day
and not later than the 25th day of the month next preceding the month of
the
final distribution on the related Certificates or (b) otherwise during the
month
of such final distribution on or before the Determination Date in such month,
in
each case specifying (i) the Distribution Date upon which REMIC , will terminate
and final payment of the Certificates will be made upon presentation and
surrender of the Certificates at the office of the Certificate Registrar
therein
designated, (ii) the amount of any such final payment, (iii) that no interest
shall accrue in respect of the Certificates from and after the Interest Accrual
Period relating to the final Distribution Date therefor and (iv) that the
Record
Date otherwise applicable to such Distribution Date is not applicable, payments
being made only upon presentation and surrender of the Certificates at the
office of the Certificate Registrar. In the event such notice is given in
connection with the purchase of all of the Mortgage Loans and each related
REO
Property remaining in REMIC I by the related Terminator, the related Terminator
shall deliver to the Paying Agent for deposit in the Distribution Account
(with
notice to the Trustee and the Trust Administrator) not later than the last
Business Day of the month next preceding the month in which such distribution
will be made an amount in immediately available funds equal to the Termination
Price. Upon certification to the Trustee by a Servicing Officer of the making
of
such final deposit, the Trustee shall promptly release or cause to be released
to the related Terminator the Mortgage Files for the remaining Mortgage Loans
and the Trustee shall execute all assignments, endorsements and other
instruments delivered to it which are necessary to effectuate such
transfer.
(f) Upon
receipt of notice by the Paying Agent of the presentation of the Certificates
by
the Certificateholders on the related final Distribution Date to the Certificate
Registrar, the Paying Agent shall distribute to each Certificateholder so
presenting and surrendering its Certificates the amount otherwise distributable
on such Distribution Date in accordance with Section 4.01 in respect of the
Certificates so presented and surrendered. Any funds not distributed to any
Holder or Holders of Certificates being retired on such Distribution Date
because of the failure of such Holder or Holders to tender their Certificates
shall, on such date, be set aside and held in trust by the Paying Agent and
credited to the account of the appropriate non-tendering Holder or Holders.
If
any Certificates as to which notice has been given pursuant to this Section
9.01
shall not have been surrendered for cancellation within six months after
the
time specified in such notice, the Paying Agent shall mail a second notice
to
the remaining non-tendering Certificateholders to surrender their Certificates
for cancellation in order to receive the final distribution with respect
thereto. If within one year after the second notice all such Certificates
shall
not have been surrendered for cancellation, the Paying Agent shall, directly
or
through an agent, mail a final notice to remaining related non-tendering
Certificateholders concerning surrender of their Certificates. The costs
and
expenses of maintaining the funds in trust and of contacting such
Certificateholders shall be paid out of the assets remaining in the trust
funds.
If within one year after the final notice any such Certificates shall not
have
been surrendered for cancellation, the Paying Agent shall pay to Citigroup
Global Markets Inc. all such amounts, and all rights of non-tendering
Certificateholders in or to such amounts shall thereupon cease. No interest
shall accrue or be payable to any Certificateholder on any amount held in
trust
by the Paying Agent as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with this Section
9.01.
Immediately
following the deposit of funds in trust hereunder in respect of each of the
Certificates, the Trust Fund shall terminate. In no event shall the trust
created hereby continue beyond the earlier of (a) the Latest Possible Maturity
Date and (b) 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.
| SECTION 9.02 |
Additional
Termination Requirements.
|
(a) In
the
event that the related Terminator purchases all the Mortgage Loans and each
related REO Property, REMIC I shall be terminated, in accordance with the
following additional requirements (or in connection with the final payment
on or
other liquidation of the last Mortgage Loan or related REO Property remaining
in
REMIC I, the additional requirement specified in clause (i) below):
(i) The
Trust
Administrator shall specify the first day in the 90-day liquidation period
in a
statement attached to REMIC I’s final Tax Return pursuant to Treasury regulation
Section 1.860F-1, and such termination shall satisfy all requirements of
a
qualified liquidation under Section 860F of the Code and any regulations
thereunder, as evidenced by an Opinion of Counsel obtained at the expense
of the
Master Servicer;
(ii) During
such 90-day liquidation period, and at or prior to the time of making of
the
final payment on the Certificates, the Trust Administrator on behalf of the
Trustee shall sell all of the assets of REMIC I to the related Terminator
for
cash; and
(iii) At
the
time of the making of the final payment on the related Certificates, the
Paying
Agent shall distribute or credit, or cause to be distributed or credited,
to the
Holders of the Class R Certificates all cash on hand in REMIC I and either
REMIC
I shall terminate at that time.
(b) At
the
expense of the related Terminator (or in the event of termination under Section
9.01(a)(ii), at the expense of the Trust Administrator), the Trust Administrator
shall prepare or cause to be prepared the documentation required in connection
with the adoption of a plan of liquidation of each REMIC, as applicable,
pursuant to this Section 9.02.
(c) By
their
acceptance of Certificates, the Holders thereof hereby agree to authorize
the
Trust Administrator to specify the 90-day liquidation period for each REMIC,
as
applicable, which authorization shall be binding upon all successor
Certificateholders.
ARTICLE
X
REMIC
PROVISIONS
| SECTION 10.01 |
REMIC
Administration.
|
(a) The
Trust
Administrator shall elect to treat each REMIC created hereunder as a REMIC
under
the Code and, if necessary, under applicable state law. Such election will
be
made by the Trust Administrator on behalf of the Trustee on Form 1066 or
other
appropriate federal tax or information return or any appropriate state return
for the taxable year ending on the last day of the calendar year in which
the
Certificates are issued. For the purposes of the REMIC election in respect
of
REMIC I, the REMIC I Regular Interests shall be designated as the Regular
Interests in REMIC I and the Class R-I Interest shall be designated as the
Residual Interest in REMIC I. The Regular Certificates shall be designated
as
the Regular Interests in REMIC II and the Class R-II Interest shall be
designated as the Residual Interest in REMIC II. Neither the Trustee nor
the
Trust Administrator shall permit the creation of any “interests” in any Trust
REMIC (within the meaning of Section 860G of the Code) other than the REMIC
Regular Interests and the interests represented by the
Certificates.
(b) The
Closing Date is hereby designated as the “Startup Day” of each REMIC created
hereunder within the meaning of Section 860G(a)(9) of the Code.
(c) The
Trust
Administrator shall pay any and all expenses relating to any tax audit of
the
Trust Fund (including, but not limited to, any professional fees or any
administrative or judicial proceedings with respect to any Trust REMIC that
involve the Internal Revenue Service or state tax authorities), and shall
be
entitled to reimbursement from the Trust therefor to the extent permitted
under
Section 8.05. The Trust Administrator, as agent for any Trust REMIC’s tax
matters person, shall (i) act on behalf of the Trust Fund in relation to
any tax
matter or controversy involving any Trust REMIC 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 Holder
of
the largest Percentage Interest of the Residual Certificates shall be
designated, in the manner provided under Treasury regulations section
1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax
matters person of the REMIC created hereunder. By its acceptance thereof,
the
Holder of the largest Percentage Interest of the Residual Certificates hereby
agrees to irrevocably appoint the Trust Administrator or an Affiliate as
its
agent to perform all of the duties of the tax matters person for the Trust
Fund.
(d) The
Trust
Administrator shall prepare and the Trustee at the direction of the Trust
Administrator shall sign and the Trust Administrator shall file all of the
Tax
Returns in respect of the REMIC created hereunder. The expenses of preparing
and
filing such returns shall be borne by the Trust Administrator without any
right
of reimbursement therefor. The Master Servicer shall provide on a timely
basis
to the Trust Administrator or its designee such information with respect
to the
assets of the Trust Fund as is in its possession and reasonably required
by the
Trust Administrator to enable it to perform its obligations under this
Article.
(e) The
Trust
Administrator shall perform on behalf of any Trust REMIC all reporting and
other
tax compliance duties that are the responsibility of the REMIC under the
Code,
the REMIC Provisions or other compliance guidance issued by the Internal
Revenue
Service or any state or local taxing authority including the filing of Form
8811
with the Internal Revenue Service within 30 days following the Closing Date.
Among its other duties, as required by the Code, the REMIC Provisions or
other
such compliance guidance, the Trust Administrator shall provide (i) to any
Transferor of a Residual Certificate such information as is necessary for
the
application of any tax relating to the transfer of a Residual Certificate
to any
Person who is not a Permitted Transferee, (ii) 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 and market
discount or premium (using the Prepayment Assumption as required) and (iii)
to
the Internal Revenue Service the name, title, address and telephone number
of
the person who will serve as the representative of any Trust REMIC. The Master
Servicer shall provide on a timely basis to the Trust Administrator such
information with respect to the assets of the Trust Fund, including, without
limitation, the Mortgage Loans, as is in its possession and reasonably required
by the Trust Administrator to enable it to perform its obligations under
this
subsection. In addition, the Depositor shall provide or cause to be provided
to
the Trust Administrator, within ten (10) days after the Closing Date, all
information or data that the Trust Administrator reasonably determines to
be
relevant for tax purposes as to the valuations and issue prices of the
Certificates, including, without limitation, the price, yield, Prepayment
Assumption and projected cash flow of the Certificates.
(f) The
Master Servicer, the Trustee and the Trust Administrator shall take such
action
and shall cause any Trust REMIC to take such action as shall be necessary
to
create or maintain the status thereof as a REMIC under the REMIC Provisions.
The
Master Servicer, the Trustee and the Trust Administrator shall not take any
action, cause the Trust Fund to take any action or fail to take (or fail
to
cause to be taken) any action that, under the REMIC Provisions, if taken
or not
taken, as the case may be, could (i) endanger the status of any Trust REMIC
as a
REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including
but not limited to the tax on prohibited transactions as defined in Section
860F(a)(2) of the Code and the tax on contributions to a REMIC set forth
in
Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”)
unless the Trustee and the Trust Administrator have received an Opinion of
Counsel, addressed to the Trustee and the Trust Administrator (at the expense
of
the party seeking to take such action but in no event at the expense of the
Trust Administrator or the Trustee) to the effect that the contemplated action
will not, with respect to any Trust REMIC, endanger such status or result
in the
imposition of such a tax, nor shall the Master Servicer take or fail to take
any
action (whether or not authorized hereunder) as to which the Trustee or the
Trust Administrator 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. In addition, prior to taking any action with respect to any
Trust
REMIC or its assets, or causing any Trust REMIC to take any action, which
is not
contemplated under the terms of this Agreement, the Master Servicer will
consult
with the Trustee and the Trust Administrator or their designee, in writing,
with
respect to whether such action could cause an Adverse REMIC Event to occur
with
respect to any Trust REMIC, and the Master Servicer shall not take any such
action or cause any Trust REMIC to take any such action as to which the Trustee
or the Trust Administrator has advised it in writing that an Adverse REMIC
Event
could occur. The Trust Administrator and the Trustee 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 permitted by this Agreement, but in no event
shall such cost be an expense of the Trustee or the Trust Administrator.
At all
times as may be required by the Code, the Trust Administrator, the Trustee
or
the Master Servicer will ensure that substantially all of the assets of any
Trust REMIC will consist of “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 the REMIC created
hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from
foreclosure property” of the REMIC as defined in Section 860G(c) of the Code, on
any contributions to the REMIC after the Startup Day therefor pursuant to
Section 860G(d) of the Code, or any other tax is imposed by the Code or any
applicable provisions of state or local tax laws, such tax shall be charged
(i)
to the Trust Administrator pursuant to Section 10.03 hereof, if such tax
arises
out of or results from a breach by the Trust Administrator of any of its
obligations under this Article X, (ii) to the Trustee pursuant to Section
10.03
hereof, if such tax arises out of or results from a breach by the Trustee
of any
of its obligations under this Article X, (iii) to the Master Servicer pursuant
to Section 10.03 hereof, if such tax arises out of or results from a breach
by
the Master Servicer of any of its obligations under Article III or this Article
X, (iv) to the Paying Agent pursuant to Section 10.03 hereof, if such tax
arises
out of or results from a breach by the Paying Agent of any of its obligations
under this Article X, or otherwise (v) against amounts on deposit in the
Distribution Account and shall be paid by withdrawal therefrom.
(h) [Reserved].
(i) The
Trust
Administrator shall, for federal income tax purposes, maintain books and
records
with respect to any Trust REMIC on a calendar year and on an accrual
basis.
(j) Following
the Startup Day, the Master Servicer, the Trustee and the Trust Administrator
shall not accept any contributions of assets to any Trust REMIC other than
in
connection with any Qualified Substitute Mortgage Loan delivered in accordance
with Section 2.03 unless it shall have received an Opinion of Counsel to
the
effect that the inclusion of such assets in the Trust Fund will not cause
the
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or subject the REMIC to any tax under the REMIC Provisions or
other
applicable provisions of federal, state and local law or
ordinances.
(k) None
of
the Trustee, the Trust Administrator or the Master Servicer shall enter into
any
arrangement by which any Trust REMIC will receive a fee or other compensation
for services nor permit either such REMIC 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.
| SECTION 10.02 |
Prohibited
Transactions and Activities.
|
None
of
the Depositor, the Master Servicer, the Trust Administrator, the Paying Agent
or
the Trustee shall sell, dispose of or substitute for any of the Mortgage
Loans
(except in connection with (i) the 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 any Trust REMIC, (iii) the
termination of any Trust REMIC pursuant to Article IX of this Agreement,
(iv) a
substitution pursuant to Article II of this Agreement or (v) a purchase of
Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire
any
assets for any Trust REMIC (other than REO Property acquired in respect of
a
defaulted Mortgage Loan), nor sell or dispose of any investments in the
Collection Account or the Distribution Account for gain, nor accept any
contributions to any Trust REMIC after the Closing Date (other than a Qualified
Substitute Mortgage Loan delivered in accordance with Section 2.03), unless
it
has received an Opinion of Counsel, addressed to the Trustee and the Trust
Administrator (at the expense of the party seeking to cause such sale,
disposition, substitution, acquisition or contribution but in no event at
the
expense of the Trustee or the Trust Administrator) that such sale, disposition,
substitution, acquisition or contribution will not (a) affect adversely the
status of any Trust REMIC as a REMIC or (b) cause any Trust REMIC to be subject
to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC
Provisions.
| SECTION 10.03 |
Master
Servicer and Trust Administrator
Indemnification.
|
(a) The
Trust
Administrator agrees to indemnify the Trust Fund, the Depositor, the Master
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 Master Servicer or the Trustee as a result of a breach of
the
Trust Administrator’s covenants set forth in this Article X.
(b) The
Master Servicer agrees to indemnify the Trust Fund, the Depositor, the Trust
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 Trust Administrator or the Trustee, as a result
of a
breach of the Master Servicer’s covenants set forth in Article III or this
Article X.
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
| SECTION 11.01 |
Amendment.
|
This
Agreement may be amended from time to time by the Depositor, the Master
Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the
Authenticating Agent and the Trust Administrator without the consent of any
of
the Certificateholders, (i) to cure any ambiguity or defect, (ii) to correct,
modify or supplement any provisions herein (including to give effect to the
expectations of Certificateholders) or (iii) to make any other provisions
with
respect to matters or questions arising under this Agreement which shall
not be
inconsistent with the provisions of this Agreement, provided that such action
shall not, as evidenced by either (a) an Opinion of Counsel delivered to
the
Trustee and the Trust Administrator, adversely affect in any material respect
the interests of any Certificateholder or (b) written notice to the Depositor,
the Servicer, the Trustee and the Trust Administrator from the Rating Agencies
that such action will not result in the reduction or withdrawal of the rating
of
any outstanding Class of Certificates with respect to which it is a Rating
Agency. No amendment shall be deemed to adversely affect in any material
respect
the interests of any Certificateholder who shall have consented thereto,
and no
Opinion of Counsel or Rating Agency confirmation shall be required to address
the effect of any such amendment on any such consenting
Certificateholder.
This
Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the
Authenticating Agent and the Trust Administrator with the consent of the
Holders
of Certificates entitled to at least 66% of the Voting Rights for the purpose
of
adding any provisions to or changing in any manner or eliminating any of
the
provisions of this Agreement or of modifying in any manner the rights of
the
Holders of Certificates; provided, however, that no such amendment shall
(i)
reduce in any manner the amount of, or delay the timing of, payments received
on
Mortgage Loans which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate, (ii) adversely affect in any
material respect the interests of the Holders of any Class of Certificates
in a
manner, other than as described in (i), without the consent of the Holders
of
Certificates of such Class evidencing at least 66% of the Voting Rights
allocated to such Class, or (iii) modify the consents required by the
immediately preceding clauses (i) and (ii) without the consent of the Holders
of
all Certificates then outstanding. Notwithstanding any other provision of
this
Agreement, for purposes of the giving or withholding of consents pursuant
to
this Section 11.01, Certificates registered in the name of the Depositor
or the
Master Servicer or any Affiliate thereof shall be entitled to Voting Rights
with
respect to matters affecting such Certificates.
Notwithstanding
any contrary provision of this Agreement, the Trust Administrator shall not
consent to any amendment to this Agreement unless it shall have first received
an Opinion of Counsel to the effect that such amendment will not result in
the
imposition of any tax on any Trust REMIC pursuant to the REMIC Provisions
or
cause any Trust REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding.
Prior
to
executing any amendment pursuant to this Section, the Trust Administrator
shall
be entitled to receive an Opinion of Counsel (provided by the Person requesting
such amendment) to the effect that such amendment is authorized or permitted
by
this Agreement.
Promptly
after the execution of any such amendment the Trust Administrator shall furnish
a copy 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 Trust Administrator may prescribe.
The
cost
of any Opinion of Counsel to be delivered pursuant to this Section 11.01
shall
be borne by the Person seeking the related amendment, but in no event shall
such
Opinion of Counsel be an expense of the Trustee or the Trust
Administrator.
Notwithstanding
the foregoing, each of the Trustee, the Paying Agent, the Certificate Registrar,
the Authenticating Agent and Trust Administrator may, but shall not be obligated
to enter into any amendment pursuant to this Section that affects its rights,
duties and immunities under this Agreement or otherwise.
| SECTION 11.02 |
Recordation
of Agreement; Counterparts.
|
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 Master Servicer at the
expense of the Certificateholders, but only upon direction of Certificateholders
accompanied by an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of the
Certificateholders.
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.
|
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 the parties hereto
or any of them.
No
Certificateholder shall have any right to vote (except as expressly provided
for
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 any 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.
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 (i) such Holder previously
shall have given to the Trustee a written notice of default and of the
continuance thereof, as hereinbefore provided, and (ii) the Holders of
Certificates entitled to at least 25% of the Voting Rights 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
indemnity satisfactory to it against the costs, expenses and liabilities
to be
incurred therein or thereby, and the Trustee, for 15 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 is understood and intended,
and expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatsoever by virtue of any provision
of this
Agreement to affect, disturb or prejudice the rights of the Holders of any
other
of such Certificates, 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 equal, ratable and common benefit
of
all Certificateholders. For the protection and enforcement of the provisions
of
this Section, 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 shall be 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
directions, demands and notices hereunder shall be sent (i) via facsimile
(with
confirmation of receipt) or (ii) in writing and shall be deemed to have been
duly given when received if personally delivered at or mailed by first class
mail, postage prepaid, or by express delivery service or delivered in any
other
manner specified herein, to (a) in the case of the Depositor, 000 Xxxxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Mortgage Finance Group (telecopy
number (000) 000-0000), or such other address or telecopy number as may
hereafter be furnished to the Master Servicer, the Trust Administrator, the
Paying Agent, the Certificate Registrar, the Authenticating Agent and the
Trustee in writing by the Depositor, (b) in the case of the Master Servicer,
Master Servicing Division - MC: N3B-355M, 0000 Xxxxxx Xxxx., Xxxxxx, XX 00000
(Attention: Compliance Manager), facsimile no.: (000) 000-0000 (with a copy
to,
0000 Xxxxxxxxxx Xxxxx, X’Xxxxxx, XX 00000, Attention: Chief Legal Counsel
(facsimile no.: (000) 000-0000)), or such other address or facsimile number
as
may hereafter be furnished to the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar, the Authenticating Agent and the Depositor
in
writing by the Master Servicer, (c) in the case of the Trust Administrator,
1000
Technology Drive, M.S. 337, O’Xxxxxx, Xxxxxxxx 00000, Attention: Mortgage
Finance (telecopy number (000) 000-0000), or such other address or telecopy
number as may hereafter be furnished to the Trustee, the Trust Administrator,
the Paying Agent, the Certificate Registrar, the Authenticating Agent and
the
Depositor in writing by the Master Servicer (d) in the case of the Paying
Agent,
the Authenticating Agent and the Certificate Registrar, 000 Xxxxxxxxx Xxxxxx,
00xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: Citibank Agency & Trust, CMLTI
2007-AR1, (telephone number (000) 000-0000), or such other address or telecopy
number as may hereafter be furnished to the Master Servicer, the Depositor,
the
Trust Administrator and the Trustee in writing by the Paying Agent, the
Certificate Registrar or the Authenticating Agent and (e) in the case of
the
Trustee, U.S. Bank National Association, Xxx Xxxxxxx Xxxxxx, 0xx
Xxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Corporate Trust Services (telecopy
number (000) 000-0000), or such other address or telecopy number as may
hereafter be furnished to the Master Servicer, the Trust Administrator, the
Paying Agent, the Certificate Registrar, the Authenticating Agent and the
Depositor in writing by the Trustee. Any notice required or permitted to
be
given 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 when mailed, whether or not
the
Certificateholder receives such notice. A copy of any notice required to
be
telecopied hereunder also shall be mailed to the appropriate party in the
manner
set forth above.
| SECTION 11.06 |
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 11.07 |
Notice
to Rating Agencies.
|
The
Trust
Administrator shall use its best efforts promptly to provide notice to the
Rating Agencies, and each of the Master Servicer and the Paying Agent shall
use
its best efforts promptly to provide notice to the Trust Administrator, with
respect to each of the following of which the Trust Administrator, the Master
Servicer or the Paying Agent, as applicable, has actual knowledge:
1. Any
material change or amendment to this Agreement;
2. The
occurrence of any Master Servicer Event of Default that has not been cured
or
waived;
3. The
resignation or termination of the Master Servicer, the Trust Administrator,
the
Paying Agent, the Certificate Registrar, the Authenticating Agent or the
Trustee;
4. The
repurchase or substitution of Mortgage Loans pursuant to or as contemplated
by
Section 2.03;
5. The
final
payment to the Holders of any Class of Certificates;
6. Any
change in the location of the Collection Account or the Distribution
Account;
7. Any
event
that would result in the inability of the Trustee, were it to succeed as
Master
Servicer, to make advances regarding delinquent Mortgage Loans; and
8. The
filing of any claim under the Master Servicer’s blanket bond and errors and
omissions insurance policy required by Section 3.14 or the cancellation or
material modification of coverage under any such instrument.
In
addition, the Trust Administrator shall make available to the Rating Agencies
copies of each report to Certificateholders described in Section 4.02 and
the
Master Servicer shall promptly furnish to the Rating Agencies copies of the
following:
1. Each
Annual Statement of Compliance described in Section 3.20; and
2. Each
Compliance Assessment and Attestation Report described in Section
3.21.
Any
such
notice pursuant to this Section 11.07 shall be in writing and shall be deemed
to
have been duly given if personally delivered at or mailed by first class
mail,
postage prepaid, or by express delivery service to Standard & Poor’s Ratings
Services, a division of the XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx,
Xxx
Xxxx, Xxx Xxxx 00000; and to Moody’s, 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, or such other addresses as the Rating Agencies may designate in writing
to the parties hereto.
| SECTION 11.08 |
Article
and Section References.
|
All
article and section references used in this Agreement, unless otherwise
provided, are to articles and sections in this Agreement.
| SECTION 11.09 |
Grant
of Security Interest.
|
It
is the
express intent of the parties hereto that the conveyance of the Mortgage
Loans
by the Depositor to the Trustee be, and be construed as, a sale of the Mortgage
Loans by the Depositor and not a pledge of the Mortgage Loans by the Depositor
to secure a debt or other obligation of the Depositor. However, in the event
that, notwithstanding the aforementioned intent of the parties, the Mortgage
Loans are held to be property of the Depositor, then, (a) it is the express
intent of the parties that such conveyance be deemed a pledge of the Mortgage
Loans by the Depositor to the Trustee to secure a debt or other obligation
of
the Depositor and (b)(1) this Agreement shall also be deemed to be a security
agreement within the meaning of Articles 8 and 9 of the Uniform Commercial
Code
as in effect from time to time in the State of New York; (2) the conveyance
provided for in Section 2.01 hereof shall be deemed to be a grant by the
Depositor to the Trustee of a security interest in all of the Depositor’s right,
title and interest in and to the Mortgage Loans and all amounts payable to
the
holders of the Mortgage Loans in accordance with the terms thereof and all
proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, including without limitation
all amounts, other than investment earnings, from time to time held or invested
in the Collection Account and the Distribution Account, whether in the form
of
cash, instruments, securities or other property; (3) the obligations secured
by
such security agreement shall be deemed to be all of the Depositor’s obligations
under this Agreement, including the obligation to provide to the
Certificateholders the benefits of this Agreement relating to the Mortgage
Loans
and the Trust Fund; and (4) 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, financial intermediaries, bailees or agents (as applicable) of the
Trustee
for the purpose of perfecting such security interest under applicable law.
Accordingly, the Depositor hereby grants to the Trustee a security interest
in
the Mortgage Loans and all other property described in clause (2) of the
preceding sentence, for the purpose of securing to the Trustee the performance
by the Depositor of the obligations described in clause (3) of the preceding
sentence. Notwithstanding the foregoing, the parties hereto intend the
conveyance pursuant to Section 2.01 to be a true, absolute and unconditional
sale of the Mortgage Loans and assets constituting the Trust Fund by the
Depositor to the Trustee.
| SECTION 11.10 |
Intention
of the Parties and Interpretation.
|
Each
of
the parties acknowledges and agrees that the purpose of Sections 3.20, 3.21
and
4.06 of this Agreement is to facilitate compliance by the Depositor with
the
provisions of Regulation AB promulgated by the Commission under the 1934
Act (17
C.F.R. §§ 229.1100 - 229.1123), as such may be amended from time to time and
subject to clarification and interpretive advice as may be issued by the
staff
of the Commission from time to time. Therefore, each of the parties agrees
that
(a) the obligations of the parties hereunder shall be interpreted in such
a
manner as to accomplish that purpose, (b) the parties’ obligations hereunder
will be supplemented and modified as necessary to be consistent with any
such
amendments, interpretive advice or guidance, convention or consensus among
active participants in the asset-backed securities markets, opinion of counsel,
or otherwise in respect of the requirements of Regulation AB, (c) the parties
shall comply with requests made by the Depositor for delivery of additional
or
different information, to the extent that such information is available or
reasonably attainable, as the Depositor may determine in good faith is necessary
to comply with the provisions of Regulation AB, and (d) no amendment of this
Agreement shall be required to effect any such changes in the parties’
obligations as are necessary to accommodate evolving interpretations of the
provisions of Regulation AB; provided, however, that any such changes shall
require the consent of each of the parties hereto.
All
percentages of Voting Rights referred to herein shall be deemed to mean
percentages of the Voting Rights with respect to such related Certificates.
IN
WITNESS WHEREOF, the Depositor, the Master Servicer, the Trust Administrator,
the Paying Agent, the Authenticating Agent, the Certificate Registrar and
the
Trustee have caused their names to be signed hereto by their respective officers
thereunto duly authorized, in each case as of the day and year first above
written.
|
CITIGROUP
MORTGAGE LOAN TRUST INC.,
as
Depositor
|
|||||||||
|
By:
|
/s/
Xxxxx Xxxxxxxxx
|
||||||||
|
Name:
|
Xxxxx Xxxxxxxxx | ||||||||
|
Title:
|
Vice President
|
||||||||
|
CITIMORTGAGE,
INC.,
as
Master Servicer and Trust Administrator
|
|||||||||
|
By:
|
/s/ Xxxxx Xxxxxx | ||||||||
|
Name:
|
Xxxxx Xxxxxx | ||||||||
|
Title:
|
Senior Vice President | ||||||||
|
CITIBANK,
N.A.,
as
Paying Agent, Certificate Registrar and Authenticating
Agent
|
|||||||||
|
By:
|
/s/ Xxxxxxxx XxXxxxx | ||||||||
|
Name:
|
Xxxxxxxx XxXxxxx | ||||||||
|
Title:
|
Vice President | ||||||||
|
U.S.
BANK NATIONAL ASSOCIATION, not in its individual capacity but solely
as
Trustee
|
|||||||||
|
By:
|
/s/ Xxxxx X'Xxxxx | ||||||||
|
Name:
|
Xxxxx X'Xxxxx | ||||||||
|
Title:
|
Vice President | ||||||||
For
purposes of Sections 6.06, 6.07 and 6.08:
XXXXXXX
FIXED INCOME SERVICES INC.
|
By:
|
/s/ Xxxxx Xxxxxxx | |
|
Name:
|
Xxxxx Xxxxxxx | |
|
Title:
|
President and General Counsel |
|
STATE
OF NEW YORK
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF NEW YORK
|
)
|
On
the
____ day of January 2007, before me, a notary public in and for said State,
personally appeared _____________________, known to me to be an
_____________________ of Citigroup Mortgage Loan Trust 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 January 2007, before me, a notary public in and for said State,
personally appeared _____________________, known to me to be a
_____________________ of CitiMortgage, 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 NEW YORK
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF NEW YORK
|
)
|
On
the
____ day of January 2007, before me, a notary public in and for said State,
personally appeared _____________________, known to me to be an
_____________________ of Citibank, N.A., 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 the
day and
year in this certificate first above written.
|
Notary
Public
|
[Notarial
Seal]
|
STATE
OF_____________
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF___________
|
)
|
On
the
____ day of January 2007, before me, a notary public in and for said State,
personally appeared _____________________, known to me to be a
_____________________ of U.S. Bank National Association, one of the entities
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
entity 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]
EXHIBIT
A-1
FORM
OF
CLASS A1 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
|
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the
Class
A1 Certificates as of the Issue Date:
|
|
Pass-Through
Rate: Variable
|
$351,053,000.00 |
|
Cut-off
Date and date of Pooling and
Servicing
Agreement: January 1, 2007
|
Denomination:
$351,053,000.00
|
|
Master
Servicer: CitiMortgage, Inc.
|
|
|
First
Distribution Date: February 26, 2007
|
|
|
Trust
Administrator: CitiMortgage, Inc.
|
|
|
No.
1
|
|
|
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
|
|
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: January 31, 2007
|
|
|
CUSIP:
00000XXX0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, adjustable-rate and
fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class A1 Certificates as of the Issue
Date)
in that certain beneficial ownership interest evidenced by all the Class A1
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class A1
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of all the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool as
of
the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
January ___, 2007
|
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 0000-XX0
XXXXXXXX,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
||
|
TEN
ENT -
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
||
|
JT
TEN -
|
as
joint tenants with right of survivorship and not as tenants in
common
|
State
|
||
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
Dated:
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-2
FORM
OF
CLASS A2 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
|
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the
Class
A2 Certificates as of the Issue Date:
|
|
Pass-Through
Rate: Variable
|
$193,153,000.00 |
|
Cut-off
Date and date of Pooling and
Servicing
Agreement: January 1, 2007
|
Denomination:
$193,153,000.00
|
|
Master
Servicer: CitiMortgage, Inc.
|
|
|
First
Distribution Date: February 26, 2007
|
|
|
Trust
Administrator: CitiMortgage, Inc.
|
|
|
No.
1
|
|
|
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
|
|
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: January 31, 2007
|
|
|
CUSIP:
00000XXX0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, adjustable-rate and
fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class A2 Certificates as of the Issue
Date)
in that certain beneficial ownership interest evidenced by all the Class A2
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class A2
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of all the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool as
of
the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
January ___, 2007
|
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 0000-XX0
XXXXXXXX,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
||
|
TEN
ENT -
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
||
|
JT
TEN -
|
as
joint tenants with right of survivorship and not as tenants in
common
|
State
|
||
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
Dated:
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-3
FORM
OF
CLASS A3 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
|
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the
Class
A3 Certificates as of the Issue Date:
|
|
Pass-Through
Rate: Variable
|
$129,192,000.00 |
|
Cut-off
Date and date of Pooling and
Servicing
Agreement: January 1, 2007
|
Denomination:
$129,192,000.00
|
|
Master
Servicer: CitiMortgage, Inc.
|
|
|
First
Distribution Date: February 26, 2007
|
|
|
Trust
Administrator: CitiMortgage, Inc.
|
|
|
No.
1
|
|
|
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
|
|
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: January 31, 2007
|
|
|
CUSIP:
00000XXX0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, adjustable-rate and
fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class A3 Certificates as of the Issue
Date)
in that certain beneficial ownership interest evidenced by all the Class A3
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class A3
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of all the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool as
of
the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
January ___, 2007
|
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 0000-XX0
XXXXXXXX,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
||
|
TEN
ENT -
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
||
|
JT
TEN -
|
as
joint tenants with right of survivorship and not as tenants in
common
|
State
|
||
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
Dated:
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-4
FORM
OF
CLASS A4 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
|
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the
Class
A4 Certificates as of the Issue Date:
|
|
Pass-Through
Rate: Variable
|
$74,822,000.00 |
|
Cut-off
Date and date of Pooling and
Servicing
Agreement: January 1, 2007
|
Denomination:
$74,822,000.00
|
|
Master
Servicer: CitiMortgage, Inc.
|
|
|
First
Distribution Date: February 26, 2007
|
|
|
Trust
Administrator: CitiMortgage, Inc.
|
|
|
No.
1
|
|
|
Certificate
Registrar, Paying Agent and Authenticating Agent: Citibank,
N.A.
|
|
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: January 31, 2007
|
|
|
CUSIP:
00000XXX0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, adjustable-rate and
fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class A4 Certificates as of the Issue
Date)
in that certain beneficial ownership interest evidenced by all the Class A4
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class A4
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of all the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool as
of
the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
January ___, 2007
|
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 0000-XX0
XXXXXXXX,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
||
|
TEN
ENT -
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
||
|
JT
TEN -
|
as
joint tenants with right of survivorship and not as tenants in
common
|
State
|
||
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
Dated:
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-5
FORM
OF
CLASS M1 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A1 CERTIFICATES, THE
CLASS
A2 CERTIFICATES, THE CLASS A3 CERTIFICATES AND THE CLASS A4 CERTIFICATES TO
THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
PROCEDURES.
|
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the
Class
M1 Certificates as of the Issue Date:
|
| $18,646,000.00 | |
|
Pass-Through
Rate: Variable
|
Denomination:
$18,646,000.00
|
|
Cut-off
Date and date of Pooling and
Servicing
Agreement: January 1, 2007
|
Master
Servicer and Trust Administrator:
CitiMortgage,
Inc.
|
|
First
Distribution Date: February 26, 2007
|
Certificate
Registrar, Paying Agent &
Authenticating
Agent: Citibank, N.A.
|
|
Issue
Date: January 31, 2007
|
Trustee:
U.S. Bank National Association
|
|
No.
1
|
CUSIP:
00000XXX0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M1 Certificates as of the Issue
Date)
in that certain beneficial ownership interest evidenced by all the Class M1
Certificates in the REMIC created pursuant to a Pooling and Servicing Agreement,
dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust
Inc. (hereinafter called the “Depositor,” which term includes any successor
entity under the Agreement), the Master Servicer, the Trust Administrator,
Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class M1
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency of
such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate to a Plan subject to ERISA or section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using "Plan Assets" to acquire this Certificate shall be made except
in accordance with Section 5.02(c) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of all the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
and all property acquired in respect of any Mortgage Loan in such Collateral
Pool at a price determined as provided in the Agreement. The exercise of such
right will effect early retirement of the Certificates relating to such
Collateral Pool; however, such right to purchase is subject to the aggregate
Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the
time of purchase being less than 10% of the aggregate principal balance of
the
Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
January ___, 2007
|
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 0000-XX0
XXXXXXXX,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-6
FORM
OF
CLASS M2 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A1 CERTIFICATES, THE CLASS A2
CERTIFICATES, THE CLASS A3 CERTIFICATES, THE CLASS A4 CERTIFICATES AND THE
CLASS
M1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
PROCEDURES.
|
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the
Class
M2 Certificates as of the Issue Date:
|
| $11,505,000.00 | |
|
Pass-Through
Rate: Variable
|
Denomination:
$11,505,000.00
|
|
Cut-off Date and date of Pooling and
Servicing
Agreement: January 1, 2007
|
Master
Servicer and Trust Administrator:
CitiMortgage,
Inc.
|
|
First
Distribution Date: February 26, 2007
|
Certificate
Registrar, Paying Agent &
Authenticating
Agent: Citibank, N.A.
|
|
Issue
Date: January 31, 2007
|
Trustee:
U.S. Bank National Association
|
|
No.
1
|
CUSIP:
00000XXX0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M2 Certificates as of the Issue
Date)
in that certain beneficial ownership interest evidenced by all the Class M2
Certificates in the REMIC created pursuant to a Pooling and Servicing Agreement,
dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust
Inc. (hereinafter called the “Depositor,” which term includes any successor
entity under the Agreement), the Master Servicer, the Trust Administrator,
Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class M2
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate to a Plan subject to ERISA or section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using "Plan Assets" to acquire this Certificate shall be made except
in accordance with Section 5.02(c) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of all the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
and all property acquired in respect of any Mortgage Loan in such Collateral
Pool at a price determined as provided in the Agreement. The exercise of such
right will effect early retirement of the Certificates relating to such
Collateral Pool; however, such right to purchase is subject to the aggregate
Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the
time of purchase being less than 10% of the aggregate principal balance of
the
Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
January ___, 2007
|
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 0000-XX0
XXXXXXXX,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-7
FORM
OF
CLASS M3 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A1 CERTIFICATES, THE CLASS A2
CERTIFICATES, THE CLASS A3 CERTIFICATES, THE CLASS A4 CERTIFICATES, THE CLASS
M1
CERTIFICATES AND THE CLASS M2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
PROCEDURES.
|
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the
Class
M3 Certificates as of the Issue Date:
$5,554,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$5,554,000.00
|
|
Cut-off Date and date of Pooling and
Servicing
Agreement: January 1, 2007
|
Master
Servicer and Trust Administrator:
CitiMortgage,
Inc.
|
|
First
Distribution Date: February 26, 2007
|
Certificate
Registrar, Paying Agent &
Authenticating
Agent: Citibank, N.A.
|
|
Issue
Date: January 31, 2007
|
Trustee:
U.S. Bank National Association
|
|
CUSIP:
00000XXX0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M3 Certificates as of the Issue
Date)
in that certain beneficial ownership interest evidenced by all the Class M3
Certificates in the REMIC created pursuant to a Pooling and Servicing Agreement,
dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust
Inc. (hereinafter called the “Depositor,” which term includes any successor
entity under the Agreement), the Master Servicer, the Trust Administrator,
Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class M3
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency of
such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate to a Plan subject to ERISA or section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using "Plan Assets" to acquire this Certificate shall be made except
in accordance with Section 5.02(c) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of all the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
and all property acquired in respect of any Mortgage Loan in such Collateral
Pool at a price determined as provided in the Agreement. The exercise of such
right will effect early retirement of the Certificates relating to such
Collateral Pool; however, such right to purchase is subject to the aggregate
Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the
time of purchase being less than 10% of the aggregate principal balance of
the
Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
January ___, 2007
|
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 0000-XX0
XXXXXXXX,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-8
FORM
OF
CLASS M4 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A1 CERTIFICATES, THE CLASS A2
CERTIFICATES, THE CLASS A3 CERTIFICATES, THE CLASS A4 CERTIFICATES, THE CLASS
M1
CERTIFICATES, THE CLASS M2 CERTIFICATES AND THE CLASS M3 CERTIFICATES TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
PROCEDURES.
|
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the
Class
M4 Certificates as of the Issue Date:
$3,968,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$3,968,000.00
|
|
Cut-off Date and date of Pooling and
Servicing
Agreement: January 1, 2007
|
Master
Servicer and Trust Administrator:
CitiMortgage,
Inc.
|
|
First
Distribution Date: February 26, 2007
|
Certificate
Registrar, Paying Agent &
Authenticating
Agent: Citibank, N.A.
|
|
Issue
Date: January 31, 2007
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Trustee:
U.S. Bank National Association
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|
No.
1
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CUSIP:
00000XXX0
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DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M4 Certificates as of the Issue
Date)
in that certain beneficial ownership interest evidenced by all the Class M4
Certificates in the REMIC created pursuant to a Pooling and Servicing Agreement,
dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust
Inc. (hereinafter called the “Depositor,” which term includes any successor
entity under the Agreement), the Master Servicer, the Trust Administrator,
Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class M4
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Trust Certificate Registrar as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or
transferees.
No
transfer of this Certificate to a Plan subject to ERISA or section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using "Plan Assets" to acquire this Certificate shall be made except
in accordance with Section 5.02(c) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of all the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
and all property acquired in respect of any Mortgage Loan in such Collateral
Pool at a price determined as provided in the Agreement. The exercise of such
right will effect early retirement of the Certificates relating to such
Collateral Pool; however, such right to purchase is subject to the aggregate
Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the
time of purchase being less than 10% of the aggregate principal balance of
the
Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
January ___, 2007
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CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
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|||||||||||||
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By:
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|||||||||||||
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Authorized
Officer
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|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 0000-XX0
XXXXXXXX,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
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|||||||||||||
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By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-9
FORM
OF
CLASS CE CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A1 CERTIFICATES, THE CLASS A2
CERTIFICATES, THE CLASS A3 CERTIFICATES, THE CLASS A4 CERTIFICATES AND THE
MEZZANINE CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
OR
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR
TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
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Series:
0000-XX0
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Xxxxxxxxx
Certificate Principal Balance of the
Class
CE Certificates as of the Issue Date:
$5,554,663.04
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|
Pass-Through
Rate: Variable
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Denomination:
$5,554,663.04
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|
Cut-off
Date and date of Pooling and
Servicing
Agreement: January 1, 2007
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Master
Servicer and Trust Administrator:
CitiMortgage,
Inc.
|
|
First
Distribution Date: February 26, 2007
|
Certificate
Registrar, Paying Agent and Authenticating Agent:
Citibank,
N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Aggregate
Notional Amount of the Class CE
Certificates
as of the Issue Date:
$793,447,663.04
|
Issue
Date: January 31, 2007
|
THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE OR NOTIONAL AMOUNT HEREOF AT ANY
TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OR NOTIONAL AMOUNT, AS THE CASE MAY BE, OF THIS
CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Citigroup Global Markets Realty Corp. is the registered owner
of
a Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class CE Certificates
as
of the Issue Date) in that certain beneficial ownership interest evidenced
by
all the Class CE Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the Master Servicer, the
Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of
the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class CE
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Asset Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933, as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the Trust
Administrator shall require receipt of (i) if such transfer is purportedly
being
made in reliance upon Rule 144A under the 1933 Act, written certifications
from
the Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration
or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee, the Trust Administrator or the Servicer
in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder’s prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor or the Trust Administrator is obligated
to register or qualify the Class of Certificates specified on the face hereof
under the 1933 Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Trust Administrator, the Depositor, the Servicer and any
Sub-Servicer against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using “Plan Assets” to acquire this Certificate shall be made except
in accordance with Section 5.02(c) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of all the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
and all property acquired in respect of any Mortgage Loan in such Collateral
Pool at a price determined as provided in the Agreement. The exercise of such
right will effect early retirement of the Certificates relating to such
Collateral Pool; however, such right to purchase is subject to the aggregate
Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the
time of purchase being less than 10% of the aggregate principal balance of
the
Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
January ___, 2007
|
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 0000-XX0
XXXXXXXX,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-10
FORM
OF
CLASS R CERTIFICATE
THIS
CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986, AS AMENDED (THE “CODE”).
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO
HEREIN.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
OR
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR
TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR THE CODE WILL BE REGISTERED EXCEPT IN
COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF
THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A) SUCH
TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE
OR
POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2)
ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3)
ANY
ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON
DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED
TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED
ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT
OR
COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
PROPOSED
TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF
ANY
TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
SHALL
BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL
NOT
BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT
NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER
OF
THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO
THE
PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE
AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION
IS
PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.
|
Series
0000-XX0
|
Xxxxxxxxx
Percentage Interest of the Class R
Certificates
as of the Issue Date: 100%
|
|
Cut-off
Date and date of Pooling and
Servicing
Agreement: January 1, 2007
|
Master
Servicer and Trust Administrator:
CitiMortgage,
Inc.
|
|
First
Distribution Date: February 26, 2007
|
Certificate
Registrar, Paying Agent and
Authenticating
Agent: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: January 31, 2007
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Citigroup Global Markets Inc. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class R Certificates
as of
the Issue Date) in that certain beneficial ownership interest evidenced by
all
the Class R Certificates created pursuant to a Pooling and Servicing Agreement,
dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust
Inc. (hereinafter called the “Depositor,” which term includes any successor
entity under the Agreement), the Master Servicer, the Trust Administrator,
Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class R Certificates
on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing a Percentage Interest in the
Class of Certificates equal to the denomination specified on the face hereof
divided by the aggregate Certificate Principal Balance of the Class of
Certificates specified on the face hereof.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
Any
resale, transfer or other disposition of this certificate may be made only
in
accordance with the provisions of section 5.02 of the agreement referred to
herein.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933, as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the Trust
Administrator shall require receipt of (i) if such transfer is purportedly
being
made in reliance upon Rule 144A under the 1933 Act, written certifications
from
the Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration
or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee, the Trust Administrator or the Servicer
in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder’s prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor or the Trust Administrator is obligated
to register or qualify the Class of Certificates specified on the face hereof
under the 1933 Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Trust Administrator, the Depositor, the Servicer and any
Sub-Servicer against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
Prior
to
registration of any transfer, sale or other disposition of this Certificate,
the
proposed transferee shall provide to the Trust Administrator (i) an affidavit
to
the effect that such transferee is any Person other than a Disqualified
Organization or the agent (including a broker, nominee or middleman) of a
Disqualified Organization, and (ii) a certificate that acknowledges that (A)
the
Class R Certificates have been designated as a residual interest in REMIC I
and
REMIC II, (B) it will include in its income a pro rata share of the net income
of the Trust Fund and that such income may be an “excess inclusion,” as defined
in the Code, that, with certain exceptions, cannot be offset by other losses
or
benefits from any tax exemption, and (C) it expects to have the financial means
to satisfy all of its tax obligations including those relating to holding the
Class R Certificates. Notwithstanding the registration in the Certificate
Register of any transfer, sale or other disposition of this Certificate to
a
Disqualified Organization or an agent (including a broker, nominee or middleman)
of a Disqualified Organization, such registration shall be deemed to be of
no
legal force or effect whatsoever and such Person shall not be deemed to be
a
Certificateholder for any purpose, including, but not limited to, the receipt
of
distributions in respect of this Certificate.
The
Holder of this Certificate, by its acceptance hereof, shall be deemed to have
consented to the provisions of Section 5.02 of the Agreement and to any
amendment of the Agreement deemed necessary by counsel of the Depositor to
ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause the Trust Fund to cease
to qualify as a REMIC or cause the imposition of a tax upon REMIC I or REMIC
II.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A., or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, the Trustee,
Citibank, N.A., nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of all the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
and all property acquired in respect of any Mortgage Loan in such Collateral
Pool at a price determined as provided in the Agreement. The exercise of such
right will effect early retirement of the Certificates relating to such
Collateral Pool; however, such right to purchase is subject to the aggregate
Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the
time of purchase being less than 10% of the aggregate principal balance of
the
Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor, and
none of the Trustee, Master Servicer or Trust Administrator assume
responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
January ___, 2007
|
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 0000-XX0
XXXXXXXX,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-11
FORM
OF
CLASS P CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
OR
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR
TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
|
Series:
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the
Class
P Certificates as of the Issue Date:
$100.00
|
|
Cut-off
Date and date of Pooling and
Servicing
Agreement: January 1, 2007
|
Denomination:
$100.00
|
|
First
Distribution Date: February 27, 2007
|
Master
Servicer: CitiMortgage, Inc.
|
|
No.
1
|
Trust
Administrator: CitiMortgage, Inc.
|
|
Certificate
Registrar, Paying Agent and
Authenticating
Agent: Citibank, N.A.
|
|
|
Trustee:
U.S. Bank National Association
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET
BACKED PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Citigroup Global Markets Inc. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class P Certificates
as of
the Issue Date) in that certain beneficial ownership interest evidenced by
all
the Class P Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the Master Servicer, the
Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of
the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class P Certificates
on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Asset Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933, as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the Trust
Administrator shall require receipt of (i) if such transfer is purportedly
being
made in reliance upon Rule 144A under the 1933 Act, written certifications
from
the Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration
or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee, the Trust Administrator or the Servicer
in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder’s prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor or the Trustee is obligated to register
or qualify the Class of Certificates specified on the face hereof under the
1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any Holder desiring to effect a transfer of
this
Certificate shall be required to indemnify the Trustee, the Trust Administrator,
the Depositor, the Master Servicer, Citibank, N.A. and any Sub-Servicer against
any liability that may result if the transfer is not so exempt or is not made
in
accordance with such federal and state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using “Plan Assets” to acquire this Certificate shall be made except
in accordance with Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and none
of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee, nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in the
Trust Fund and (ii) the purchase by the party designated in the Agreement at
a
price determined as provided in the Agreement from the Trust Fund of all the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool as
of
the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
January ___, 2007
|
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 0000-XX0
XXXXXXXX,
N.A., not in its individual capacity, but solely as Authenticating
Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
B
FORM
10-D, FORM 8-K AND FORM 10-K
REPORTING
RESPONSIBILITY
As
to
each item described below, the entity indicated as the Responsible Party shall
be primarily responsible for reporting the information to the party identified
as responsible for preparing the Securities Exchange Act Reports pursuant to
Section 3.19.
Under
Item 1 of Form 10-D: a) items marked “6.07 statement” are required to be
included in the periodic Payment Date statement under Section 6.07, provided
by
the Trust Administrator based on information received from the Master Servicer;
and b) items marked “Form 10-D report” are required to be in the Form 10-D
report but not the 6.07 statement, provided by the party indicated. Information
under all other Items of Form 10-D is to be included in the Form 10-D report.
All such information and any other Items on Form 8-K and Form 10-D set forth
in
this Exhibit shall be sent to the Trust Administrator and the
Depositor.
|
Form
|
Item
|
Description
|
Servicer(s)
|
Master
Servicer
|
Trust
Administrator |
Custodian
|
Trustee
|
Depositor
|
Sponsor
|
||
|
10-D
|
Must
be filed within 15 days of the payment date for the asset-backed
securities.
|
(nominal)
|
|||||||||
|
1
|
Distribution
and Pool Performance Information
|
||||||||||
|
Item
1121(a) - Distribution and Pool Performance
Information
|
|||||||||||
|
(1)
Any applicable record dates, accrual dates, determination dates
for
calculating distributions and actual distribution dates for
the
distribution period.
|
X
(6.07
Statement)
|
||||||||||
|
(2)
Cash flows received and the sources thereof for distributions,
fees and
expenses.
|
X
(6.07
Statement)
|
||||||||||
|
(3)
Calculated amounts and distribution of the flow of funds for
the period
itemized by type and priority of payment, including:
|
X
(6.07
Statement)
|
||||||||||
|
(i)
Fees or expenses accrued and paid, with an identification of
the general
purpose of such fees and the party receiving such fees or
expenses.
|
X
(6.07
Statement)
|
||||||||||
|
(ii)
Payments accrued or paid with respect to enhancement or other
support
identified in Item 1114 of Regulation AB (such as insurance
premiums or
other enhancement maintenance fees), with an identification
of the general
purpose of such payments and the party receiving such
payments.
|
X
(6.07
Statement)
|
||||||||||
|
(iii)
Principal, interest and other distributions accrued and paid
on the
asset-backed securities by type and by class or series and
any principal
or interest shortfalls or carryovers.
|
X
(6.07
Statement)
|
||||||||||
|
(iv)
The amount of excess cash flow or excess spread and the disposition
of
excess cash flow.
|
X
(6.07
Statement)
|
||||||||||
|
(4)
Beginning and ending principal balances of the asset-backed
securities.
|
X
(6.07
Statement)
|
||||||||||
|
(5)
Interest rates applicable to the pool assets and the asset-backed
securities, as applicable. Consider providing interest rate
information
for pool assets in appropriate distributional groups or incremental
ranges.
|
X
(6.07
Statement)
|
||||||||||
|
(6)
Beginning and ending balances of transaction accounts, such
as reserve
accounts, and material account activity during the period.
|
X
(6.07
Statement)
|
||||||||||
|
(7)
Any amounts drawn on any credit enhancement or other support
identified in
Item 1114 of Regulation AB, as applicable, and the amount of
coverage
remaining under any such enhancement, if known and
applicable.
|
X
(6.07
Statement)
|
||||||||||
|
(8)
Number and amount of pool assets at the beginning and ending
of each
period, and updated pool composition information, such as weighted
average
coupon, weighted average remaining term, pool factors and prepayment
amounts.
|
X
(6.07
Statement)
|
Updated
pool composition information fields to be as specified by Depositor
from
time to time
|
|||||||||
|
(9)
Delinquency and loss information for the period.
|
X
|
X
|
X
(6.07
Statement)
|
||||||||
|
In
addition, describe any material changes to the information
specified in
Item 1100(b)(5) of Regulation AB regarding the pool assets.
(methodology)
|
X
|
||||||||||
|
(10)
Information on the amount, terms and general purpose of any
advances made
or reimbursed during the period, including the general use
of funds
advanced and the general source of funds for
reimbursements.
|
X
|
X
|
X
(6.07
Statement)
|
||||||||
|
(11)
Any material modifications, extensions or waivers to pool asset
terms,
fees, penalties or payments during the distribution period
or that have
cumulatively become material over time.
|
X
|
X
|
X
(6.07
Statement)
|
||||||||
|
(12)
Material breaches of pool asset representations or warranties
or
transaction covenants.
|
X
|
X
|
X
(if
agreed upon by the parties)
|
X
|
|||||||
|
(13)
Information on ratio, coverage or other tests used for determining
any
early amortization, liquidation or other performance trigger
and whether
the trigger was met.
|
X
(6.07
Statement)
|
||||||||||
|
(14)
Information regarding any new issuance of asset-backed securities
backed
by the same asset pool,
|
X
|
||||||||||
|
information
regarding any pool asset changes (other than in connection
with a pool
asset converting into cash in accordance with its terms), such
as
additions or removals in connection with a prefunding or revolving
period
and pool asset substitutions and repurchases (and purchase
rates, if
applicable), and cash flows available for future purchases,
such as the
balances of any prefunding or revolving accounts, if
applicable.
|
X
|
X
|
X
|
X
|
|||||||
|
Disclose
any material changes in the solicitation, credit-granting,
underwriting,
origination, acquisition or pool selection criteria or procedures,
as
applicable, used to originate, acquire or select the new pool
assets.
|
X
|
X
|
|||||||||
|
Item
1121(b) - Pre-Funding or Revolving Period Information
Updated
pool information as required under Item 1121(b).
|
X
|
||||||||||
|
2
|
Legal
Proceedings
|
||||||||||
|
Item
1117 - Legal proceedings pending against the following entities,
or their
respective property, that is material to Certificateholders,
including
proceedings known to be contemplated by governmental
authorities:
|
|||||||||||
|
Sponsor
(Seller)
|
X
|
||||||||||
|
Depositor
|
X
|
||||||||||
|
Trustee
|
X
|
||||||||||
|
Issuing
entity
|
X
|
||||||||||
|
Master
Servicer, affiliated Servicer, other Servicer servicing 20%
or more of
pool assets at time of report, other material servicers
|
X
|
X
|
|||||||||
|
Trust
Administrator
|
X
|
||||||||||
|
Originator
of 20% or more of pool assets as of the Cut-off Date
|
X
|
||||||||||
|
Custodian
|
X
|
||||||||||
|
3
|
Sales
of Securities and Use of Proceeds
|
||||||||||
|
Information
from Item 2(a) of Part II of Form 10-Q:
With
respect to any sale of securities by the sponsor, depositor
or issuing
entity, that are backed by the same asset pool or are otherwise
issued by
the issuing entity, whether or not registered, provide the
sales and use
of proceeds information in Item 701 of Regulation S-K. Pricing
information
can be omitted if securities were not registered.
|
X
|
||||||||||
|
4
|
Defaults
Upon Senior Securities
|
||||||||||
|
Information
from Item 3 of Part II of Form 10-Q:
Report
the occurrence of any Event of Default (after expiration of
any grace
period and provision of any required notice)
|
X
|
||||||||||
|
5
|
Submission
of Matters to a Vote of Security Holders
|
||||||||||
|
Information
from Item 4 of Part II of Form 10-Q
|
X
|
||||||||||
|
6
|
Significant
Obligors of Pool Assets
|
||||||||||
|
Item
1112(b) - Significant
Obligor Financial Information*
|
X
|
||||||||||
|
*This
information need only be reported on the Form 10-D for the
distribution
period in which updated information is required pursuant to
the
Item.
|
|||||||||||
|
7
|
Significant
Enhancement Provider Information
|
||||||||||
|
Item
1114(b)(2) - Credit Enhancement Provider Financial
Information*
|
|||||||||||
|
Determining
applicable disclosure threshold
|
X
|
||||||||||
|
Requesting
required financial information or effecting incorporation by
reference
|
X
|
||||||||||
|
Item
1115(b) - Derivative Counterparty Financial
Information*
|
|||||||||||
|
Determining
current maximum probable exposure
|
X
|
||||||||||
|
Determining
current significance percentage
|
X
|
||||||||||
|
Requesting
required financial information or effecting incorporation by
reference
|
X
|
||||||||||
|
*This
information need only be reported on the Form 10-D for the
distribution
period in which updated information is required pursuant to
the
Items.
|
|||||||||||
|
8
|
Other
Information
|
||||||||||
|
Disclose
any information required to be reported on Form 8-K during
the period
covered by the Form 10-D but not reported
|
The
Responsible Party for the applicable Form 8-K item as indicated
below.
|
||||||||||
|
9
|
Exhibits
|
||||||||||
|
Distribution
report
|
X
|
||||||||||
|
Exhibits
required by Item 601 of Regulation S-K, such as material
agreements
|
X
|
||||||||||
|
8-K
|
Must
be filed within four business days of an event reportable on
Form
8-K.
|
||||||||||
|
1.01
|
Entry
into a Material Definitive Agreement
|
||||||||||
|
Disclosure
is required regarding entry into or amendment of any definitive
agreement
that is material to the securitization, even if depositor is
not a party.
Examples:
servicing agreement, custodial agreement.
Note:
disclosure not required as to definitive agreements that are
fully
disclosed in the prospectus
|
X
|
X
|
X
|
X
|
X
|
||||||
|
1.02
|
Termination
of a Material Definitive Agreement
|
X
|
X
|
X
|
X
|
X
|
|||||
|
Disclosure
is required regarding termination of any definitive agreement
that is
material to the securitization (other than expiration in accordance
with
its terms), even if depositor is not a party.
Examples:
servicing agreement, custodial agreement.
|
|||||||||||
|
1.03
|
Bankruptcy
or Receivership
|
||||||||||
|
Disclosure
is required regarding the bankruptcy or receivership, if known
to the
Master Servicer, with respect to any of the following:
Sponsor
(Seller), Depositor, Master Servicer, affiliated Servicer,
other Servicer
servicing 20% or more of pool assets at time of report, other
material
servicers, Certificate Administrator, Trustee, significant
obligor, credit
enhancer (10% or more), derivatives counterparty,
Custodian
|
X
|
X
|
X
|
X
|
X
|
X
|
|||||
|
2.04
|
Triggering
Events that Accelerate or Increase a Direct Financial Obligation
or an
Obligation under an Off-Balance Sheet Arrangement
|
||||||||||
|
Includes
an early amortization, performance trigger or other event,
including event
of default, that would materially alter the payment priority/distribution
of cash flows/amortization schedule.
Disclosure
will be made of events other than waterfall triggers which
are disclosed
in the 6.07 statement
|
X
|
X
|
|||||||||
|
3.03
|
Material
Modification to Rights of Security Holders
|
||||||||||
|
Disclosure
is required of any material modification to documents defining
the rights
of Certificateholders, including the Pooling and Servicing
Agreement
|
X
|
X
|
|||||||||
|
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
|
||||||||||
|
Disclosure
is required of any amendment “to the governing documents of the issuing
entity”
|
X
|
||||||||||
|
5.06
|
Change
in Shell Company Status
|
||||||||||
|
[Not
applicable to ABS issuers]
|
X
|
||||||||||
|
6.01
|
· ABS
Informational and Computational Material
|
||||||||||
|
[Not
included in reports to be filed under Section 3.18]
|
X
|
||||||||||
|
6.02
|
Change
of Servicer or Trustee
|
||||||||||
|
Requires
disclosure of any removal, replacement, substitution or addition
of any
master servicer, affiliated servicer, other servicer servicing
10% or more
of pool assets at time of report, other material servicers,
certificate
administrator or trustee.
|
X
|
X
|
X
|
X
|
|||||||
|
Reg
AB disclosure about any new servicer is also required.
|
X
|
||||||||||
|
Reg
AB disclosure about any new trustee is also required.
|
X
(to the extent required by successor trustee
|
||||||||||
|
Reg
AB disclosure about any new Trust Administrator is also
required.
|
X
|
||||||||||
|
6.03
|
Change
in Credit Enhancement or Other External Support
|
||||||||||
|
Covers
termination of any enhancement in manner other than by its
terms, the
addition of an enhancement, or a material change in the enhancement
provided. Applies to external credit enhancements as well as
derivatives.
|
X
|
X
|
|||||||||
|
Reg
AB disclosure about any new enhancement provider is also
required.
|
X
|
X
|
|||||||||
|
6.04
|
Failure
to Make a Required Distribution
|
X
|
|||||||||
|
6.05
|
Securities
Act Updating Disclosure
|
||||||||||
|
If
any material pool characteristic differs by 5% or more at the
time of
issuance of the securities from the description in the final
prospectus,
provide updated Reg AB disclosure about the actual asset
pool.
|
X
|
|
|||||||||
|
If
there are any new servicers or originators required to be disclosed
under
Regulation AB as a result of the foregoing, provide the information
called
for in Items 1108 and 1110 respectively.
|
X
|
||||||||||
|
7.01
|
Regulation
FD Disclosure
|
X
|
X
|
X
|
X
|
X
|
|||||
|
8.01
|
Other
Events
|
||||||||||
|
Any
event, with respect to which information is not otherwise called
for in
Form 8-K, that the registrant deems of importance to security
holders.
|
X
|
||||||||||
|
9.01
|
Financial
Statements and Exhibits
|
The
Responsible Party applicable to reportable
event.
|
|||||||||
|
10-K
|
Must
be filed within 90 days of the fiscal year end for the
registrant.
|
||||||||||
|
9B
|
Other
Information
|
||||||||||
|
Disclose
any information required to be reported on Form 8-K during
the fourth
quarter covered by the Form 10-K but not reported
|
The
Responsible Party for the applicable Form 8-K item as indicated
above.
|
||||||||||
|
15
|
Exhibits
and Financial Statement Schedules
|
||||||||||
|
Item
1112(b) - Significant
Obligor Financial Information
|
X
|
||||||||||
|
Item
1114(b)(2) - Credit Enhancement Provider Financial
Information
|
|||||||||||
|
Determining
applicable disclosure threshold
|
X
|
||||||||||
|
Requesting
required financial information or effecting incorporation by
reference
|
X
|
||||||||||
|
Item
1115(b) - Derivative Counterparty Financial
Information
|
|||||||||||
|
Determining
current maximum probable exposure
|
X
|
||||||||||
|
Determining
current significance percentage
|
X
|
||||||||||
|
Requesting
required financial information or effecting incorporation by
reference
|
X
|
||||||||||
|
Item
1117 - Legal proceedings pending against the following entities,
or their
respective property, that is material to Certificateholders,
including
proceedings known to be contemplated by governmental
authorities:
|
|||||||||||
|
Sponsor
(Seller)
|
X
|
||||||||||
|
Depositor
|
X
|
||||||||||
|
Trustee
|
|||||||||||
|
Issuing
entity
|
X
|
||||||||||
|
Master
Servicer, affiliated Servicer, other Servicer servicing 20%
or more of
pool assets at time of report, other material servicers
|
X
|
X
|
|||||||||
|
Trust
Administrator
|
X
|
||||||||||
|
Originator
of 20% or more of pool assets as of the Cut-off Date
|
X
|
||||||||||
|
Custodian
|
X
|
||||||||||
|
Item
1119 - Affiliations and relationships between the following
entities, or
their respective affiliates, that are material to
Certificateholders:
|
|||||||||||
|
Sponsor
(Seller)
|
X
|
||||||||||
|
Depositor
|
X
|
||||||||||
|
Trustee
|
X
|
||||||||||
|
Master
Servicer, affiliated Servicer, other Servicer servicing 20%
or more of
pool assets at time of report, other material servicers
|
X
|
X
|
|||||||||
|
Trust
Administrator
|
X
|
||||||||||
|
Originator
|
X
|
||||||||||
|
Custodian
|
X
|
||||||||||
|
Credit
Enhancer/Support Provider
|
X
|
||||||||||
|
Significant
Obligor
|
X
|
||||||||||
|
Item
1122 - Assessment of Compliance with Servicing
Criteria
|
X
|
X
|
X
|
X
|
|||||||
|
Item
1123 - Servicer Compliance Statement
|
X
|
X
|
|||||||||
EXHIBIT
C
SERVICING
CRITERIA TO BE ADDRESSED IN
ASSESSMENT
OF COMPLIANCE
Definitions
Primary
Servicer - transaction party having borrower contact
Master
Servicer - aggregator of pool assets
Trust
Administrator - waterfall calculator (may be the Trustee, or may be the Master
Servicer)
Back-up
Servicer - named in the transaction (in the event a Back up Servicer becomes
the
Primary Servicer, follow Primary Servicer obligations)
Custodian
- safe keeper of pool assets
Paying
Agent - distributor of funds to ultimate investor
Trustee
-
fiduciary of the transaction
Note:
The
definitions above describe the essential function that the party performs,
rather than the party’s title. So, for example, in a particular transaction, the
trustee may perform the “paying agent” and “trust administrator” functions,
while in another transaction, the trust administrator may perform these
functions.
Where
there are multiple checks for criteria the attesting party will identify in
their management assertion that they are attesting only to the portion of the
distribution chain they are responsible for in the related transaction
agreements.
Key:
X
-
obligation
|
Reg
AB
Reference
|
Servicing
Criteria
|
Primary
Servicer
|
Master
Servicer
|
Trust
Administrator
|
Paying
Agent
|
|||||||
|
General
Servicing Considerations
|
||||||||||||
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
X
|
|||||||||
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
X
|
|||||||||
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the Pool Assets are maintained.
|
|||||||||||
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance
with the
terms of the transaction agreements.
|
X
|
X
|
|||||||||
|
Cash
Collection and Administration
|
||||||||||||
|
1122(d)(2)(i)
|
Payments
on pool assets are deposited into the appropriate custodial bank
accounts
and related bank clearing accounts no more than two business days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
X
|
|||||||||
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
X
|
X
|
||||||||
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction agreements.
|
X
|
X
|
|||||||||
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of over collateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
X
|
X
|
|||||||||
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
*
|
X
|
X
|
X
|
X
|
|||||||
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized access.
|
X
|
||||||||||
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities
related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling items.
These
reconciling items are resolved within 90 calendar days of their
original
identification, or such other number of days specified in the transaction
agreements.
|
X
|
X
|
X
|
||||||||
|
Investor
Remittances and Reporting
|
||||||||||||
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission,
are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of Pool Assets serviced by the Servicer.
|
X
|
X
|
X
|
||||||||
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with
timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
X
|
X
|
X
|
|||||||
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the
Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
X
|
X
|
X
|
||||||||
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank statements.
|
X
|
X
|
X
|
||||||||
|
Pool
Asset Administration
|
||||||||||||
|
1122(d)(4)(i)
|
Collateral
or security on pool assets is maintained as required by the transaction
agreements or related pool asset documents.
|
X
|
X
|
|||||||||
|
1122(d)(4)(ii)
|
Pool
assets and related documents are safeguarded as required by the
transaction agreements
|
X
|
X
|
|||||||||
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements
in the
transaction agreements.
|
X
|
X
|
|||||||||
|
1122(d)(4)(iv)
|
Payments
on pool assets, including any payoffs, made in accordance with
the related
pool asset documents are posted to the Servicer’s obligor records
maintained no more than two business days after receipt, or such
other
number of days specified in the transaction agreements, and allocated
to
principal, interest or other items (e.g., escrow) in accordance
with the
related pool asset documents.
|
X
|
||||||||||
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the pool assets agree with the Servicer’s
records with respect to an obligor’s unpaid principal balance.
|
X
|
||||||||||
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor's pool assets
(e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
X
|
|||||||||
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
X
|
|||||||||
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period
a pool
asset is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent pool assets including, for
example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or unemployment).
|
X
|
||||||||||
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for pool assets with variable
rates
are computed based on the related pool asset documents.
|
X
|
X
|
|||||||||
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s pool asset documents,
on at least an annual basis, or such other period specified in
the
transaction agreements; (B) interest on such funds is paid, or
credited,
to obligors in accordance with applicable pool asset documents
and state
laws; and (C) such funds are returned to the obligor within 30
calendar
days of full repayment of the related pool assets, or such other
number of
days specified in the transaction agreements.
|
X
|
||||||||||
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
||||||||||
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the Servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
||||||||||
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
X
|
||||||||||
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
||||||||||
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set
forth in
the transaction agreements.
|
X
|
||||||||||
* Subject
to clarification from the SEC.
EXHIBIT
D
MORTGAGE
LOAN PURCHASE AGREEMENT
This
is a
Mortgage Loan Purchase Agreement (the “Agreement”), dated January 30, 2007
between Citigroup Mortgage Loan Trust Inc., a Delaware corporation (the
“Purchaser”) and Citigroup Global Markets Realty Corp., a New York corporation
(the “Seller”).
Preliminary
Statement
The
Seller intends to sell the Mortgage Loans (as hereinafter defined) to the
Purchaser on the terms and subject to the conditions set forth in this
Agreement. The Purchaser intends to deposit the Mortgage Loans into a mortgage
pool comprising the trust fund. The trust fund will be evidenced by a single
series of mortgage pass-through certificates designated as Series 2007-AR1
(the
“Certificates”). The Certificates will consist of ten classes of certificates.
The Certificates will be issued pursuant to a Pooling and Servicing Agreement,
dated as of January 1, 2007 (the “Pooling and Servicing Agreement”), among the
Purchaser as depositor, CitiMortgage, Inc. as master servicer (in such capacity,
the “Master Servicer”) and as trust administrator (in such capacity, the “Trust
Administrator”) Citibank, N.A. as paying agent, certificate registrar and
authenticating agent and U.S. Bank National Association as trustee (the
“Trustee”). Capitalized terms used but not defined herein shall have the
meanings set forth in the Pooling and Servicing Agreement.
The
parties hereto agree as follows:
Section
1. Agreement
to Purchase.
The
Seller agrees to sell, and the Purchaser agrees to purchase, on or before
January 31, 2007 (the “Closing Date”), certain adjustable-rate and fixed rate,
conventional residential mortgage loans (the “Mortgage Loans”) originated by
American Home Mortgage Corp. (“American Home”), Ameriquest Mortgage Company
(“Ameriquest”), Community Lending Corp. (“Community Lending”), Countrywide Home
Loans, Inc. (“Countrywide”), Equity Now Inc. (Equity Now”), Fifth Third Bank
(“Fifth Third”), GreenPoint Mortgage Funding, Inc. (“GreenPoint”), HomeBanc
Mortgage Corporation (“HomeBanc”), LoanCity (“LoanCity”), MortgageIT, Inc.
(“MortgageIT”), PHH Mortgage Corporation (“PHH”), Residential Financial
Corporation (“RFC”), Secured Bankers Mortgage Company (“Secured Bankers”),
Silver State Mortgage (“Silver State”), SunTrust Mortgage, Inc. (“SunTrust”),
Xxxxxx, Xxxx & Xxxxxxxx Mortgage Corp. (“Xxxxxx Xxxx”), Weichert Financial
Services (“Weichert”), and Xxxxx Fargo Bank, N.A. (“Xxxxx Fargo”, each an
“Originator”, and together, the “Originators”), having an aggregate principal
balance as of the close of business on January 1, 2007 (the “Cut-off Date”) of
$824,102,024 (the “Closing Balance”), after giving effect to all payments due on
the Mortgage Loans on or before the Cut-off Date, whether or not
received.
The
Seller, concurrently with the execution and delivery of this Agreement does
hereby sell, and in connection therewith hereby assigns to the Purchase,
effective as of the Closing Date, without recourse, (i) all of its right,
title
and interest in the Cap Contract, dated January 31, 2007 and (ii) all proceeds
of the foregoing.
Notwithstanding
any of the foregoing, the Seller shall retain its rights against each Originator
relating to remedies for breaches of loan-level representations and warranties
and remedies with respect to early payment defaults, if any.
Section
2. Mortgage
Loan Schedule.
The
Purchaser and the Seller have agreed upon which of the mortgage loans owned
by
the Seller are to be purchased by the Purchaser pursuant to this Agreement
and
the Seller will prepare or cause to be prepared on or prior to the Closing
Date
a final schedule (the “Closing Schedule”) that together shall describe such
Mortgage Loans and set forth all of the Mortgage Loans to be purchased under
this Agreement. The Closing Schedule will conform to the requirements set
forth
in this Agreement and to the definition of “Mortgage Loan Schedule” under the
Pooling and Servicing Agreement. The Closing Schedule shall be used as the
Mortgage Loan Schedule under the Pooling and Servicing Agreement and shall
be
prepared by the Seller based on information provided by the
Originators.
Section
3. Consideration.
(a) In
consideration for the Mortgage Loans to be purchased hereunder, the Purchaser
shall, as described in Section 7, pay to or upon the order of the Seller
in
immediately available funds an amount (the “Mortgage Loan Purchase Price”) equal
to the net sale proceeds of the Certificates, plus accrued
interest.
(b) The
Purchaser or any assignee, transferee or designee of the Purchaser shall
be
entitled to all scheduled payments of principal due after the Cut-off Date,
all
other payments of principal due and collected after the Cut-off Date, and
all
payments of interest on the Mortgage Loans allocable to the period after
the
Cut-off Date. All scheduled payments of principal and interest due on or
before
the Cut-off Date and collected after the Cut-off Date shall belong to the
Seller.
(c) Pursuant
to the Pooling and Servicing Agreement, the Purchaser will assign all of
its
right, title and interest in and to the Mortgage Loans, together with its
rights
under this Agreement, to the Trustee for the benefit of the related
Certificateholders.
Section
4. Transfer
of the Mortgage Loans.
(a) Possession
of Mortgage Files.
The
Seller does hereby sell, transfer, assign, set over and convey to the Purchaser,
without recourse but subject to the terms of this Agreement, all of its right,
title and interest in, to and under the Mortgage Loans. The contents of each
Mortgage File not delivered to the Purchaser or to any assignee, transferee
or
designee of the Purchaser on or prior to the Closing Date are and shall be
held
in trust by the Seller for the benefit of the Purchaser or any assignee,
transferee or designee of the Purchaser. Upon the sale of the Mortgage Loans,
the ownership of each Mortgage Note, the related Mortgage and the other contents
of the related Mortgage File is vested in the Purchaser and the ownership
of all
records and documents with respect to each related Mortgage Loan prepared
by or
that come into the possession of the Seller on or after the Closing Date
shall
immediately vest in the Purchaser and shall be delivered immediately to the
Purchaser or as otherwise directed by the Purchaser.
(b) Delivery
of Mortgage Loan Documents.
The
Seller will, on or prior to the Closing Date, deliver or cause to be delivered
to the Purchaser or any assignee, transferee or designee of the Purchaser
each
of the following documents for each Mortgage Loan:
(i) the
original Mortgage Note, endorsed in one of the following forms: (i) in the
name
of the Trustee or (ii) in blank, in each case, with all prior and intervening
endorsements showing a complete chain of endorsement from the originator
to the
Person so endorsing to the Trustee;
(ii) the
original Mortgage with evidence of recording thereon;
(iii) an
original Assignment of the Mortgage in recordable form in blank or to the
Trustee;
(iv) the
original recorded Assignment or Assignments of the Mortgage showing a complete
chain of assignment from the originator to the Person assigning the Mortgage
in
blank or to the Trustee as contemplated by the immediately preceding clause
(iii);
(v) the
original of or a copy of each related assumption, modification, consolidation
or
extension agreement, with evidence of recording thereon, if any;
(vi) with
respect to any Mortgage Loan listed on the Mortgage Loan Schedule as subject
to
a Primary Mortgage Insurance Policy, the original Primary Mortgage Insurance
Policy or certificate;
(vii) the
original mortgagee title insurance policy or an attorney’s opinion of title
where customary; and
(viii) any
of
the following that are in the possession of the Seller or a document custodian
on its behalf: (A) the original of or a copy of any security agreement, chattel
mortgage or equivalent document executed in connection with the Mortgage
or (B)
the original of or a copy of any power of attorney, if applicable.
With
respect to a maximum of approximately 5.00% of the original Mortgage Loans,
by
outstanding principal balance of the original Mortgage Loans as of the Cut-off
Date, if any original Mortgage Note referred to in Section 4(b)(i) above
cannot
be located, the obligations of the Seller to deliver such documents shall
be
deemed to be satisfied upon delivery to the Trust Administrator (as designee
of
the Purchaser) of a photocopy of such Mortgage Note, if available, with a
lost
note affidavit. If any of the original Mortgage Notes for which a lost note
affidavit was delivered to the Trust Administrator is subsequently located,
such
original Mortgage Note shall be delivered to the Trust Administrator within
three Business Days.
If
any of
the documents referred to in Sections 4(b)(ii), (iii) or (iv) above has as
of
the Closing Date been submitted for recording but either (x) has not been
returned from the applicable public recording office or (y) has been lost
or
such public recording office has retained the original of such document,
the
obligations of the Seller to deliver such documents shall be deemed to be
satisfied upon (1) delivery to the Trust Administrator of a copy of each
such
document certified by the Originator in the case of (x) above or the applicable
public recording office in the case of (y) above to be a true and complete
copy
of the original that was submitted for recording and (2) if such copy is
certified by the Originator, delivery to the Trust Administrator promptly
upon
receipt thereof of either the original or a copy of such document certified
by
the applicable public recording office to be a true and complete copy of
the
original.
To
the
extent not already recorded, the Trust Administrator, at the expense of the
Seller shall pursuant to the Pooling and Servicing Agreement promptly (and
in no
event later than three months following the later of the Closing Date and
the
date of receipt by the Trust Administrator of the recording information for
a
Mortgage) submit or cause to be submitted for recording, at no expense to
the
Trust Estate or the Trust Administrator, in the appropriate public office
for
real property records, each Assignment delivered to it pursuant to Sections
4(b)(iii) and (iv) above. In the event that any such Assignment is lost or
returned unrecorded because of a defect therein, the Trust Administrator,
at the
expense of the Seller, shall promptly prepare or cause to be prepared a
substitute Assignment or cure or cause to be cured such defect, as the case
may
be, and thereafter cause each such Assignment to be duly recorded.
Notwithstanding the foregoing, but without limiting the requirement that
such
Assignments be in recordable form, neither the Trust Administrator nor the
Trustee shall be required to submit or cause to be submitted for recording
each
Assignment delivered to it pursuant to Sections 4(b)(iii) and (iv) if such
recordation shall not, as of the Closing Date, be required by the Rating
Agencies, as a condition to their assignment on the Closing Date of their
initial ratings to the Certificates, as evidenced by the delivery by the
Rating
Agencies of their ratings letters on the Closing Date.
The
Seller shall deliver or cause to be delivered to the Trust Administrator
promptly upon receipt thereof any other original documents constituting a
part
of a Mortgage File received with respect to any Mortgage Loan, including,
but
not limited to, any original documents evidencing an assumption, modification,
consolidation or extension of any Mortgage Loan.
All
original documents relating to the Mortgage Loans that are not delivered
to the
Trust Administrator are and shall be held by or on behalf of the Seller,
the
Servicer, the Purchaser or the Master Servicer, as the case may be, in trust
for
the benefit of the Trustee on behalf of the Certificateholders. In the event
that any such original document is required pursuant to the terms of this
Section to be a part of a Mortgage File, such document shall be delivered
promptly to the Trust Administrator. Any such original document delivered
to or
held by the Seller or the Purchaser that is not required pursuant to the
terms
of this Section to be a part of a Mortgage File, shall be delivered promptly
to
the related Servicer.
(c) Acceptance
of Mortgage Loans.
The
documents delivered pursuant to Section 4(b) hereof shall be reviewed by
the
Purchaser or any assignee, transferee or designee of the Purchaser at any
time
before or after the Closing Date (and with respect to each document permitted
to
be delivered after the Closing Date within seven days of its delivery) to
ascertain that all required documents have been executed and received and
that
such documents relate to the Mortgage Loans identified on the Mortgage Loan
Schedule.
(d) Transfer
of Interest in Agreements.
The
Purchaser has the right to assign its interest under this Agreement, in whole
or
in part, to the Trustee, as may be required to effect the purposes of the
Pooling and Servicing Agreement, without the consent of the Seller, and the
assignee shall succeed to the rights and obligations hereunder of the Purchaser.
Any expense reasonably incurred by or on behalf of the Purchaser or the Trustee
in connection with enforcing any obligations of the Seller under this Agreement
will be promptly reimbursed by the Seller.
(e) Examination
of Mortgage Files.
Prior
to the Closing Date, the Seller shall either (i) deliver in escrow to the
Purchaser or to any assignee, transferee or designee of the Purchaser, for
examination, the Mortgage File pertaining to each Mortgage Loan, or (ii)
make
such Mortgage Files available to the Purchaser or to any assignee, transferee
or
designee of the Purchaser for examination. Such examination may be made by
the
Purchaser or the Trustee, and their respective designees, upon reasonable
notice
to the Seller during normal business hours before the Closing Date and within
60
days after the Closing Date. If any such person makes such examination prior
to
the Closing Date and identifies any Mortgage Loans that do not conform to
the
requirements of the Purchaser as described in this Agreement, such Mortgage
Loans shall be deleted from the Closing Schedule. The Purchaser may, at its
option and without notice to the Seller, purchase all or part of the Mortgage
Loans without conducting any partial or complete examination. The fact that
the
Purchaser or any person has conducted or has failed to conduct any partial
or
complete examination of the Mortgage Files shall not affect the rights of
the
Purchaser or any assignee, transferee or designee of the Purchaser to demand
repurchase or other relief as provided herein or under the Pooling and Servicing
Agreement.
Section
5. Representations,
Warranties and Covenants of the Seller.
The
Seller and the Purchaser understand, acknowledge and agree that, the
representations and warranties set forth in this Section 5 are made as of
the
Closing Date or as of the date specifically provided herein.
As
permitted under:
(i) the
Master Mortgage Loan Purchase and Servicing Agreement, dated as of September
1,
2005, and as amended on March 30, 2006, among American Home, American Home
Mortgage Servicing, Inc. and the Seller (the “American Home Purchase
Agreement”),
(ii) the
Mortgage Loan Purchase and Interim Servicing Agreement, dated as of July
27,
2005, between Ameriquest and GMAC Mortgage Corporation (the “Ameriquest Purchase
Agreement”),
(iii) the
Master Mortgage Loan Purchase and Servicing Agreement, dated as of February
1,
2005, between CitiMortgage, Inc. and the Seller (the “CitiMortgage Purchase
Agreement”),
(iv) the
Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement,
dated as of December 15, 2003, and as amended on February 28, 2006, between
Countrywide and the Seller (the “Countrywide Purchase Agreement”),
(v) the
Master Mortgage Loan Purchase and Servicing Agreement, dated as of October
1,
2006, between the Seller and Equity Now (the “Equity Now Purchase Agreement”),
(vi) the
Master Mortgage Loan Purchase and Servicing Agreement, dated as of June 1,
2006,
and as amended on December 12, 2006, between Fifth Third and the Seller (the
“Fifth Third Purchase Agreement”),
(vii) the
Master Mortgage Loan Purchase and Servicing Agreement, dated as of April
1,
2005, and as amended May 1, 2006, between GreenPoint and the Seller (the
“GreenPoint Purchase Agreement”),
(viii) the
Master Mortgage Loan Purchase and Servicing Agreement, dated as of June 1,
2006,
between HomeBanc and the Seller (the “HomeBanc Purchase Agreement”),
(ix) the
Amended and Restated Master Mortgage Loan Purchase and Interim Servicing
Agreement, dated as of March 1, 2005, and as amended and restated November
1,
2005, between MortgageIT and the Seller (the “MortgageIT Purchase Agreement”),
(x) the
Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of
February 24, 2005, and as amended February 15, 2006, among PHH, Xxxxxx’x Gate
Residential Mortgage Trust (formerly known as Cendant Residential Mortgage
Trust) and the Seller (the “PHH Purchase Agreement”),
(xi) the
Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement,
dated as of July 1, 2005, and amended February 22, 2006, between SunTrust
and
the Seller (the “SunTrust Purchase Agreement”),
(xii) the
Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of
April
1, 2006, between Xxxxxx Xxxx and the Seller (the “Xxxxxx Xxxx Purchase
Agreement”),
(xiii) the
Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement,
dated as of August 1, 2005 as amended and restated to and including March
1,
2006, between the Seller and Mortgage Access Corp. d/b/a Weichert Financial
Services (the “Weichert Purchase Agreement”) and
(xiv) the
Amended and Restated Master Mortgage Loan Purchase Agreement, dated as of
March
1, 2006, and as amended October 26, 2006, between Xxxxx Fargo and the Seller
(the “Xxxxx Fargo Purchase Agreement”; and together with the American Home
Purchase Agreement, the Ameriquest Purchase Agreement, the CitiMortgage Purchase
Agreement, the Countrywide Purchase Agreement, the Equity Now Purchase
Agreement, the Fifth Third Purchase Agreement, the GreenPoint Purchase
Agreement, the HomeBanc Purchase Agreement, the MortgageIT Purchase Agreement,
the PHH Purchase Agreement, the SunTrust Purchase Agreement, the Xxxxxx Xxxx
Purchase Agreement and the Weichert Purchase Agreement, the “Purchase
Agreements”),
the
Seller hereby assigns to the Purchaser all of its right, title and interest
under the Purchase Agreements to the extent of the Mortgage Loans set forth
on
the Mortgage Loan Schedule, including, but not limited to, any representations
and warranties of the Originators concerning the Mortgage Loans.
(a) The
Seller hereby represents and warrants, as to each Mortgage Loan, to the
Purchaser, as of the date hereof and as of the Closing Date, and covenants,
that:
(i) Each
Mortgage Loan at the time it was made complied in all material respects with
applicable local, state and federal laws, including, but not limited to,
all
applicable predatory and abusive lending laws.
(ii) None
of
the mortgage loans are (i) “High Cost” as such term is defined in the Home
Ownership Protection Act of 1994 (“HOEPA”) or (ii) a reasonably equivalent
provision as defined by the applicable predatory and abusive lending
laws.
(iii) An
appraisal form 1004 or Form 2055 with an interior inspection for first lien
mortgage loans has been obtained.
(iv) No
Mortgage Loan is a high cost loan or a covered loan, as applicable (as such
terms are defined in the current version of Standard & Poor's LEVELS®
Glossary Revised, Appendix E).
(v) (vi)There
is
no mortgage loan in the trust that was originated on or after October 1,
2002
and before March 7, 2003 which is secured by property located in the State
of
Georgia.
(b) [Reserved].
(c) The
Seller hereby represents and warrants to the Purchaser, as of the date hereof
and as of the Closing Date, and covenants, that:
(i) The
Seller is duly organized, validly existing and in good standing as a corporation
under the laws of the State of New York with full corporate power and authority
to conduct its business as presently conducted by it to the extent material
to
the consummation of the transactions contemplated herein. The Seller has
the
full corporate power and authority to own the Mortgage Loans and to transfer
and
convey the Mortgage Loans to the Purchaser and has the full corporate power
and
authority to execute and deliver, engage in the transactions contemplated
by,
and perform and observe the terms and conditions of this Agreement.
(ii) The
Seller has duly authorized the execution, delivery and performance of this
Agreement, has duly executed and delivered this Agreement, and this Agreement,
assuming due authorization, execution and delivery hereof by the Purchaser,
constitutes a legal, valid and binding obligation of the Seller, enforceable
against it in accordance with its terms except as the enforceability thereof
may
be limited by bankruptcy, insolvency or reorganization or by general principles
of equity.
(iii) The
execution, delivery and performance of this Agreement by the Seller (x) does
not
conflict and will not conflict with, does not breach and will not result
in a
breach of and does not constitute and will not constitute a default (or an
event, which with notice or lapse of time or both, would constitute a default)
under (A) any terms or provisions of the articles of incorporation or by-laws
of
the Seller, (B) any term or provision of any material agreement, contract,
instrument or indenture, to which the Seller is a party or by which the Seller
or any of its property is bound or (C) any law, rule, regulation, order,
judgment, writ, injunction or decree of any court or governmental authority
having jurisdiction over the Seller or any of its property and (y) does not
create or impose and will not result in the creation or imposition of any
lien,
charge or encumbrance which would have a material adverse effect upon the
Mortgage Loans or any documents or instruments evidencing or securing the
Mortgage Loans.
(iv) No
consent, approval, authorization or order of, registration or filing with,
or
notice on behalf of the Seller to any governmental authority or court is
required, under federal laws or the laws of the State of New York, for the
execution, delivery and performance by the Seller of, or compliance by the
Seller with, this Agreement or the consummation by the Seller of any other
transaction contemplated hereby and by the Pooling and Servicing Agreement;
provided, however, that the Seller makes no representation or warranty regarding
federal or state securities laws in connection with the sale or distribution
of
the Certificates.
(v) This
Agreement does not contain any untrue statement of material fact or omit
to
state a material fact necessary to make the statements contained herein not
misleading. The written statements, reports and other documents prepared
and
furnished or to be prepared and furnished by the Seller pursuant to this
Agreement or in connection with the transactions contemplated hereby taken
in
the aggregate do not contain any untrue statement of material fact or omit
to
state a material fact necessary to make the statements contained therein
not
misleading.
(vi) The
Seller is not in violation of, and the execution and delivery of this Agreement
by the Seller and its performance and compliance with the terms of this
Agreement will not constitute a violation with respect to, any order or decree
of any court or any order or regulation of any federal, state, municipal
or
governmental agency having jurisdiction over the Seller or its assets, which
violation might have consequences that would materially and adversely affect
the
condition (financial or otherwise) or the operation of the Seller or its
assets
or might have consequences that would materially and adversely affect the
performance of its obligations and duties hereunder.
(vii) The
Seller does not believe, nor does it have any reason or cause to believe,
that
it cannot perform each and every covenant contained in this
Agreement.
(viii) Immediately
prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated,
the Seller will be the owner of the related Mortgage and the indebtedness
evidenced by the related Mortgage Note, and, upon the payment to the Seller
of
the Purchase Price, in the event that the Seller retains or has retained
record
title, the Seller shall retain such record title to each Mortgage, each related
Mortgage Note and the related Mortgage Files with respect thereto in trust
for
the Purchaser as the owner thereof from and after the date hereof.
(ix) There
are
no actions or proceedings against, or investigations known to it of, the
Seller
before any court, administrative or other tribunal (A) that might prohibit
its
entering into this Agreement, (B) seeking to prevent the sale of the Mortgage
Loans by the Seller or the consummation of the transactions contemplated
by this
Agreement or (C) that might prohibit or materially and adversely affect the
performance by the Seller of its obligations under, or validity or
enforceability of, this Agreement.
(x) The
consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of the Seller, and the transfer, assignment and
conveyance of the Mortgage Notes and the Mortgages by the Seller are not
subject
to the bulk transfer or any similar statutory provisions.
(xi) The
Seller has not dealt with any broker, investment banker, agent or other person,
except for the Purchaser or any of its affiliates, that may be entitled to
any
commission or compensation in connection with the sale of the Mortgage
Loans.
(xii) There
is
no litigation currently pending or, to the best of the Seller’s knowledge
without independent investigation, threatened against the Seller that would
reasonably be expected to adversely affect the transfer of the Mortgage Loans,
the issuance of the Certificates or the execution, delivery, performance
or
enforceability of this Agreement, or that would result in a material adverse
change in the financial condition of the Seller.
(xiii) The
Seller is solvent and will not be rendered insolvent by the consummation
of the
transactions contemplated hereby. The Seller is not transferring any Mortgage
loan with any intent to hinder, delay or defraud any of its
creditors.
(d) With
respect to the American Home Mortgage Loans, the Seller hereby represents
and
warrants, for the benefit of the Purchaser, that the representations and
warranties set forth on Exhibit A hereto are true and correct as of the date
hereof and as of the Closing Date;
(e) With
respect to the Ameriquest Mortgage Loans, the Seller hereby represents and
warrants, for the benefit of the Purchaser, that the representations and
warranties set forth on Exhibit B hereto are true and correct as of the date
hereof and as of the Closing Date;
(f) With
respect to the Community Lending Mortgage Loans, the LoanCity Mortgage Loans,
the RFC Mortgage Loans, the Secured Bankers Mortgage Loans and the Silver
State
Mortgage Loans, the Seller hereby represents and warrants, for the benefit
of
the Purchaser, that the representations and warranties set forth on Exhibit
C
hereto are true and correct as of the date hereof and as of the Closing Date;
(g) With
respect to the Countrywide Mortgage Loans, the Seller hereby represents and
warrants, for the benefit of the Purchaser, that the representations and
warranties set forth on Exhibit D hereto are true and correct as of the date
hereof and as of the Closing Date;
(h) With
respect to the Equity Now Mortgage Loans, the Seller hereby represents and
warrants, for the benefit of the Purchaser, that the representations and
warranties set forth on Exhibit E hereto are true and correct as of the date
hereof and as of the Closing Date;
(i) With
respect to the Fifth Third Mortgage Loans, the Seller hereby represents and
warrants, for the benefit of the Purchaser, that the representations and
warranties set forth on Exhibit F hereto are true and correct as of the date
hereof and as of the Closing Date;
(j) With
respect to the GreenPoint Mortgage Loans, the Seller hereby represents and
warrants, for the benefit of the Purchaser, that the representations and
warranties set forth on Exhibit G hereto are true and correct as of the date
hereof and as of the Closing Date;
(k) With
respect to the HomeBanc Mortgage Loans, the Seller hereby represents and
warrants, for the benefit of the Purchaser, that the representations and
warranties set forth on Exhibit H hereto are true and correct as of the date
hereof and as of the Closing Date;
(l) With
respect to the MortgageIT Mortgage Loans, the Seller hereby represents and
warrants, for the benefit of the Purchaser, that the representations and
warranties set forth on Exhibit I hereto are true and correct as of the date
hereof and as of the Closing Date;
(m) With
respect to the PHH Mortgage Loans, the Seller hereby represents and warrants,
for the benefit of the Purchaser, that the representations and warranties
set
forth on Exhibit J hereto are true and correct as of the date hereof and
as of
the Closing Date;
(n) With
respect to the SunTrust Mortgage Loans, the Seller hereby represents and
warrants, for the benefit of the Purchaser, that the representations and
warranties set forth on Exhibit K hereto are true and correct as of the date
hereof and as of the Closing Date;
(o) With
respect to the Xxxxxx Xxxx Mortgage Loans, the Seller hereby represents and
warrants, for the benefit of the Purchaser, that the representations and
warranties set forth on Exhibit L hereto are true and correct as of the date
hereof and as of the Closing Date;
(p) With
respect to the Weichert Mortgage Loans, the Seller hereby represents and
warrants, for the benefit of the Purchaser, that the representations and
warranties set forth on Exhibit M hereto are true and correct as of the date
hereof and as of the Closing Date; and
(q) With
respect to the Xxxxx Fargo Mortgage Loans, the Seller hereby represents and
warrants, for the benefit of the Purchaser, that the representations and
warranties set forth on Exhibit N hereto are true and correct as of the date
hereof and as of the Closing Date.
| Section 6. |
Repurchase
Obligation for Defective Documentation and for Breach of Representation
and Warranty.
|
It
is
understood and agreed that the representations and warranties set forth in
Section 5 shall survive the sale of the Mortgage Loans to the Purchaser and
shall inure to the benefit of the Purchaser and any assignee, transferee
or
designee of the Purchaser, including the Trustee for the benefit of holders
of
the Mortgage Pass-Through Certificates evidencing an interest in all or a
portion of the Mortgage Loans, notwithstanding any restrictive or qualified
endorsement on any Mortgage Note or Assignment or the examination or lack
of
examination of any Mortgage File. With respect to the representations and
warranties contained herein that are made to the knowledge or the best knowledge
of the Seller, or as to which the Seller has no knowledge, if it is discovered
that the substance of any such representation and warranty is inaccurate
and the
inaccuracy materially and adversely affects the value of the related Mortgage
Loan, or the interest therein of the Purchaser or the Purchaser’s assignee,
designee or transferee, then notwithstanding the Seller’s lack of knowledge with
respect to the substance of such representation and warranty being inaccurate
at
the time the representation and warranty was made, such inaccuracy shall
be
deemed a breach of the applicable representation and warranty and the Seller
shall take such action described in the following paragraphs of this Section
6
in respect of such Mortgage Loan. Upon discovery by either the Seller or
the
Purchaser of a breach of any of the foregoing representations and warranties
made by the Seller that materially and adversely affects the value of the
Mortgage Loans or the interest of the Purchaser (or which materially and
adversely affects the interests of the Purchaser in the related Mortgage
Loan in
the case of a representation and warranty relating to a particular Mortgage
Loan), the party discovering such breach shall give prompt written notice
to the
other.
Within
90
days of the earlier of either discovery by or notice to the Seller of any
breach
of a representation or warranty made by the Seller that materially and adversely
affects the value of a Mortgage Loan or the Mortgage Loans or the interest
therein of the Purchaser, the Seller shall use its best efforts promptly
to cure
such breach in all material respects and, if such breach cannot be cured,
the
Seller shall, at the Purchaser’s option, repurchase such Mortgage Loan at the
Purchase Price. The Seller may, at the request of the Purchaser and assuming
the
Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a
deficient Mortgage Loan as provided above, remove such Mortgage Loan and
substitute in its place a Qualified Substitute Mortgage Loan or Loans. If
the
Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it
shall
repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s)
pursuant to the foregoing provisions of this Section 6 shall occur on a date
designated by the Purchaser and shall be accomplished by deposit in accordance
with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase
or
substitution required by this Section shall be made in a manner consistent
with
Section 2.03 of the Pooling and Servicing Agreement.
At
the
time of substitution or repurchase by the Seller of any deficient Mortgage
Loan,
the Purchaser and the Seller shall arrange for the reassignment of the
repurchased or substituted Mortgage Loan to the Seller and the delivery to
the
Seller of any documents held by the Trustee relating to the deficient or
repurchased Mortgage Loan. In the event the Purchase Price is deposited in
the
Collection Account. The Seller shall, simultaneously with such deposit, give
written notice to the Purchaser that such deposit has taken place. Upon such
repurchase, the Mortgage Loan Schedule shall be amended to reflect the
withdrawal of the repurchased Mortgage Loan from this Agreement.
As
to any
Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute
Mortgage Loan or Loans, the Seller shall effect such substitution by delivering
to the Purchaser or its designee for such Qualified Substitute Mortgage Loan
or
Loans the Mortgage Note, the Mortgage, the Assignment and such other documents
and agreements as are required by the Pooling and Servicing Agreement, with
the
Mortgage Note endorsed as required therein. The Seller shall remit for deposit
in the Collection Account the Monthly Payment due on such Qualified Substitute
Mortgage Loan or Loans in the month following the date of such substitution.
Monthly payments due with respect to Qualified Substitute Mortgage Loans
in the
month of substitution will be retained by the Seller. For the month of
substitution, distributions to the Purchaser will include the Monthly Payment
due on such Deleted Mortgage Loan in the month of substitution, and the Seller
shall thereafter be entitled to retain all amounts subsequently received
by the
Seller in respect of such Deleted Mortgage Loan. Upon such substitution,
the
Qualified Substitute Mortgage Loans shall be subject to the terms of this
Agreement in all respects, and the Seller shall be deemed to have made with
respect to such Qualified Substitute Mortgage Loan or Loans as of the date
of
substitution, the covenants, representations and warranties set forth in
Section
5.
It
is
understood and agreed that the representations and warranties set forth in
Section 5 shall survive delivery of the respective Mortgage Files to the
Trustee
on behalf of the Purchaser.
It
is
understood and agreed that (i) the obligations of the Seller set forth in
this
Section 6 to cure, repurchase and substitute for a defective Mortgage Loan
and
(ii) the obligations of the Seller as provided in the next sentence constitute
the sole remedies of the Purchaser respecting a missing or defective document
or
a breach of the representations and warranties contained in Section 5. The
Seller shall indemnify the Purchaser and hold it harmless against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees
and
related costs, judgments, and other costs and expenses resulting from any
claim,
demand, defense or assertion based on or grounded upon, or resulting from,
a
breach of the representations and warranties contained in Sections 5(a),
(c),
(d) and (e) this Agreement.
Section
7. Closing;
Payment for the Mortgage Loans.
The
closing of the purchase and sale of the Mortgage Loans shall be held at the
New
York City office of Xxxxxxx Xxxxxxxx & Xxxx llp
at 10:00
AM New York City time on the Closing Date.
The
closing shall be subject to each of the following conditions:
(a) All
of
the representations and warranties of the Seller under this Agreement shall
be
true and correct in all material respects as of the date as of which they
are
made and no event shall have occurred which, with notice or the passage of
time,
would constitute a default under this Agreement;
(b) The
Purchaser shall have received, or the attorneys of the Purchaser shall have
received in escrow (to be released from escrow at the time of closing), all
Closing Documents as specified in Section 8 of this Agreement, in such forms
as
are agreed upon and acceptable to the Purchaser, duly executed by all
signatories other than the Purchaser as required pursuant to the respective
terms thereof;
(c) The
Seller shall have delivered or caused to be delivered and released to the
Purchaser or to its designee, all documents (including without limitation,
the
Mortgage Loans) required to be so delivered by the Purchaser; and
(d) All
other
terms and conditions of this Agreement shall have been complied
with.
Subject
to the foregoing conditions, the Purchaser shall deliver or cause to be
delivered to the Seller on the Closing Date, against delivery and release
by the
Seller to the Trustee of all documents required pursuant to the Pooling and
Servicing Agreement, the consideration for the Mortgage Loans as specified
in
Section 3 of this Agreement, by delivery to the Seller of the Mortgage Loan
Purchase Price.
Section
8. Closing
Documents.
Without
limiting the generality of Section 7 hereof, the closing shall be subject
to
delivery of each of the following documents:
(a) An
Officers’ Certificate of the Seller, dated the Closing Date, upon which the
Purchaser and Citigroup Global Markets Inc. (the “Underwriter”) may rely, in a
form acceptable to the Purchaser;
(b) A
Secretary’s Certificate of the Seller, dated the Closing Date, upon which the
Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser,
and attached thereto copies of the certificate of incorporation, by-laws
and
certificate of good standing of the Seller;
(c) An
Opinion of Counsel of the Seller, dated the Closing Date and addressed to
the
Purchaser and the Underwriter, in a form acceptable to the
Purchaser;
(d) An
Officers’ Certificate of American Home and Countrywide (each, a “Disclosure
Originator”), dated the Closing Date, upon which the Purchaser and the
Underwriter may rely, in a form acceptable to the Purchaser;
(e) A
Secretary’s Certificate of each Disclosure Originator, dated the Closing Date,
upon which the Purchaser and the Underwriter may rely, in a form acceptable
to
the Purchaser, and attached thereto copies of the certificate of incorporation,
by-laws and certificate of good standing of the Originator;
(f) Such
opinions of counsel as the Rating Agencies or the Trustee may request in
connection with the sale of the Mortgage Loans by the Seller to the Purchaser
or
the Seller’s execution and delivery of, or performance under, this
Agreement;
(g) A
letter
from Deloitte & Touche L.L.P., certified public accountants, dated the date
hereof and to the effect that they have performed certain specified procedures
as a result of which they determined that certain information of an accounting,
financial or statistical nature set forth in the Purchaser’s Prospectus
Supplement, dated January 30, 2007;
(h) Letters
from certified public accountants for each Disclosure Originator, dated the
date
hereof and to the effect that they have performed certain specified procedures
as a result of which they determined that certain information of an accounting,
financial or statistical nature set forth in the Purchaser’s Prospectus
Supplement, dated January 30, 2007 under the subheading “The Originators”;
and
(i) Such
further information, certificates, opinions and documents as the Purchaser
or
the Underwriter may reasonably request.
Section
9. Costs.
The
Seller shall pay (or shall reimburse the Purchaser or any other Person to
the
extent that the Purchaser or such other Person shall pay) all necessary and
reasonable costs and expenses incurred directly in delivering this Agreement,
the Pooling and Servicing Agreement, the Certificates, the prospectus and
prospectus supplement relating to the Certificates and other related documents,
the initial fees, costs and expenses of the Trust Administrator and the Trustee
set forth in an engagement letter delivered to the Seller by the Trust
Administrator, the fees and expenses of the Purchaser’s counsel in connection
with the preparation of all documents relating to the securitization of the
Mortgage Loans, the filing fee charged by the Securities and Exchange Commission
for registration of the Certificates, the fees charged by any rating agency
to
rate the Certificates and the ongoing expenses of the Rating Agencies. All
other
costs and expenses in connection with the transactions contemplated hereunder
shall be borne by the party incurring such expense.
Section
10. [Reserved].
Section
11. Mandatory
Delivery; Grant of Security Interest.
The
sale and delivery on the Closing Date of the Mortgage Loans described on
the
Mortgage Loan Schedule in accordance with the terms and conditions of this
Agreement is mandatory. It is specifically understood and agreed that each
Mortgage Loan is unique and identifiable on the date hereof and that an award
of
money damages would be insufficient to compensate the Purchaser for the losses
and damages incurred by the Purchaser in the event of the Seller’s failure to
deliver the Mortgage Loans on or before the Closing Date. The Seller hereby
grants to the Purchaser a lien on and a continuing security interest in the
Seller’s interest in each Mortgage Loan and each document and instrument
evidencing each such Mortgage Loan to secure the performance by the Seller
of
its obligation hereunder, and the Seller agrees that it holds such Mortgage
Loans in custody for the Purchaser, subject to the Purchaser’s (i) right, prior
to the Closing Date, to reject any Mortgage Loan to the extent permitted
by this
Agreement and (ii) obligation to deliver or cause to be delivered the
consideration for the Mortgage Loans pursuant to Section 7 hereof. Any Mortgage
Loans rejected by the Purchaser shall concurrently therewith be released
from
the security interest created hereby. The Seller agrees that, upon acceptance
of
the Mortgage Loans by the Purchaser or its designee and delivery of payment
to
the Seller, that its security interest in the Mortgage Loans shall be released.
All rights and remedies of the Purchaser under this Agreement are distinct
from,
and cumulative with, any other rights or remedies under this Agreement or
afforded by law or equity and all such rights and remedies may be exercised
concurrently, independently or successively.
Notwithstanding
the foregoing, if on the Closing Date, each of the conditions set forth in
Section 7 hereof shall have been satisfied and the Purchaser shall not have
paid
or caused to be paid the Mortgage Loan Purchase Price, or any such condition
shall not have been waived or satisfied and the Purchaser determines not
to pay
or cause to be paid the Mortgage Loan Purchase Price, the Purchaser shall
immediately effect the redelivery of the Mortgage Loans, if delivery to the
Purchaser has occurred and the security interest created by this Section
11
shall be deemed to have been released.
Section
12. Notices.
All
demands, notices and communications hereunder shall be in writing and shall
be
deemed to have been duly given if personally delivered to or mailed by
registered mail, postage prepaid, or transmitted by telex or telegraph and
confirmed by a similar mailed writing, if to the Purchaser, addressed to
the
Purchaser at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Mortgage Finance Group, or such other address as may hereafter
be
furnished to the Seller in writing by the Purchaser, and if to the Seller,
addressed to the Seller at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx
Xxxx
00000, Attention: Mortgage Finance Group, or such other address as may hereafter
be furnished to the Purchaser in writing by the Seller.
Section
13. Severability
of Provisions.
Any
part, provision, representation or warranty of this Agreement which is
prohibited or which is held to be void or unenforceable shall be ineffective
to
the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof. Any part, provision, representation or warranty
of
this Agreement which is prohibited or unenforceable or is held to be void
or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating
the
remaining provisions hereof, and any such prohibition or unenforceability
in any
jurisdiction as to any Mortgage Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.
Section
14. Agreement
of Parties.
The
Seller and the Purchaser each agree to execute and deliver such instruments
and
take such actions as either of the others may, from time to time, reasonably
request in order to effectuate the purpose and to carry out the terms of
this
Agreement and the Pooling and Servicing Agreement.
Section
15. Survival.
The
Seller agrees that the representations, warranties and agreements made by
it
herein and in any certificate or other instrument delivered pursuant hereto
shall be deemed to be relied upon by the Purchaser, notwithstanding any
investigation heretofore or hereafter made by the Purchaser or on its behalf,
and that the representations, warranties and agreements made by the Seller
herein or in any such certificate or other instrument shall survive the delivery
of and payment for the Mortgage Loans and shall continue in full force and
effect, notwithstanding any restrictive or qualified endorsement on the Mortgage
Notes and notwithstanding subsequent termination of this Agreement, the Pooling
and Servicing Agreement or the Trust Fund.
Section
16. GOVERNING
LAW.
THIS
AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE
PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS
(INCLUDING THE CHOICE OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW
YORK.
THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK
GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.
Section
17. Miscellaneous.
This
Agreement may be executed in two or more counterparts, each of which when
so
executed and delivered shall be an original, but all of which together shall
constitute one and the same instrument. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and assigns. This Agreement supersedes all prior agreements and
understandings relating to the subject matter hereof. Neither this Agreement
nor
any term hereof may be changed, waived, discharged or terminated orally,
but
only by an instrument in writing signed by the party against whom enforcement
of
the change, waiver, discharge or termination is sought. The headings in this
Agreement are for purposes of reference only and shall not limit or otherwise
affect the meaning hereof.
It
is the
express intent of the parties hereto that the conveyance of the Mortgage
Loans
by the Seller to the Purchaser as provided in Section 4 hereof be, and be
construed as, a sale of the Mortgage Loans by the Seller to the Purchaser
and
not as a pledge of the Mortgage Loans by the Seller to the Purchaser to secure
a
debt or other obligation of the Seller. However, in the event that,
notwithstanding the aforementioned intent of the parties, the Mortgage Loans
are
held to be property of the Seller, then, (a) it is the express intent of
the
parties that such conveyance be deemed a pledge of the Mortgage Loans by
the
Seller to the Purchaser to secure a debt or other obligation of the Seller
and
(b) (1) this Agreement shall also be deemed to be a security agreement within
the meaning of Articles 8 and 9 of the New York Uniform Commercial Code;
(2) the
conveyance provided for in Section 4 hereof shall be deemed to be a grant
by the
Seller to the Purchaser of a security interest in all of the Seller’s right,
title and interest in and to the Mortgage Loans and all amounts payable to
the
holders of the Mortgage Loans in accordance with the terms thereof and all
proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, including without limitation
all amounts, other than investment earnings, from time to time held or invested
in the Collection Account whether in the form of cash, instruments, securities
or other property; (3) the possession by the Purchaser or its agent of Mortgage
Notes, the related Mortgages and such other items of property that constitute
instruments, money, negotiable documents or chattel paper shall be deemed
to be
“possession by the secured party” for purposes of perfecting the security
interest pursuant to Section 9-305 of the New York Uniform Commercial Code;
and
(4) 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, financial
intermediaries, bailees or agents (as applicable) of the Purchaser for the
purpose of perfecting such security interest under applicable law. Any
assignment of the interest of the Purchaser pursuant to Section 4(d) hereof
shall also be deemed to be an assignment of any security interest created
hereby. The Seller and the Purchaser shall, to the extent consistent with
this
Agreement, take such actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Mortgage Loans,
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 and the Pooling and Servicing Agreement.
Section
18. Indemnification.
The
Seller shall indemnify and hold harmless each of (i) the Purchaser, (ii)
Citigroup Global Markets Inc. and (iii) each person, if any, who controls
the
Purchaser within the meaning of Section 15 of the Securities Act of 1933,
as
amended (the “1933 Act”) ((i) through (iii) collectively, the “Indemnified
Party”) against any and all losses, claims, expenses, damages or liabilities to
which the Indemnified Party may become subject, under the 1933 Act or otherwise,
insofar as such losses, claims, expenses, damages or liabilities (or actions
in
respect thereof) arise out of, are based upon, or result from, a breach by
the
Seller of any of the representations and warranties made by the Seller herein,
it being understood that the Purchaser has relied upon such representations
and
warranties.
IN
WITNESS WHEREOF, the Purchaser and the Seller have caused their names to
be
signed by their respective officers thereunto duly authorized as of the date
first above written.
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CITIGROUP
MORTGAGE LOAN
TRUST
INC.
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By:
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Name:
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Title:
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CITIGROUP
GLOBAL MARKETS REALTY
CORP.
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By:
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Name:
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Title:
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EXHIBIT
A
Representation
and Warranties with Respect to the American Mortgage Loans
Except
for “Mortgage Loans”, which shall mean the American Home Mortgage Loans sold by
the Seller to the Purchaser, all capitalized terms in this Exhibit A shall
have
the meanings ascribed to them in the American Home Purchase
Agreement.
(1) The
information set forth in the related Mortgage Loan Schedule and the Mortgage
Loan data delivered to the Purchaser in the Data File is complete, true and
correct;
(2) All
payments required to be made up to the close of business on the Closing Date
for
such Mortgage Loan under the terms of the Mortgage Note have been made; neither
the Seller nor the Servicer has advanced funds, or induced, solicited or
knowingly received any advance of funds from a party other than the owner
of the
related Mortgaged Property, directly or indirectly, for the payment of any
amount required by the Mortgage Note or Mortgage. There has been no delinquency,
exclusive of any period of grace, in any payment by the Mortgagor thereunder
since the origination of the Mortgage Loan;
(3) There
are
no delinquent taxes, ground rents, water charges, sewer rents, assessments,
insurance premiums, leasehold payments, including assessments payable in
future
installments or other outstanding charges affecting the related Mortgaged
Property;
(4) The
Mortgaged Property is located in the state identified in the related Mortgage
Loan Schedule and is improved by a Residential Dwelling;
(5) The
terms
of the Mortgage Note and the Mortgage have not been impaired, waived, altered
or
modified in any respect, except by written instruments, recorded in the
applicable public recording office or registered with the MERS System if
necessary to maintain the lien priority of the Mortgage, and which have been
delivered to the Purchaser; the substance of any such waiver, alteration
or
modification has been approved by the insurer under the Primary Insurance
Policy
or LPMI Policy, if any, and the title insurer, to the extent required by
the
related policy, and is reflected on the related Mortgage Loan Schedule. No
instrument of waiver, alteration or modification has been executed, and no
Mortgagor has been released, in whole or in part, except in connection with
an
assumption agreement approved by the insurer under the Primary Insurance
Policy
or LPMI Policy, if any, the title insurer, to the extent required by the
policy,
and which assumption agreement has been delivered to the Purchaser and the
terms
of which are reflected in the related Mortgage Loan Schedule;
(6) The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set
off, counterclaim or defense, including the defense of usury, nor will the
operation of any of the terms of the Mortgage Note and/or the Mortgage, or
the
exercise of any right thereunder, render the Mortgage unenforceable, in whole
or
in part, or subject to any right of rescission, set off, counterclaim or
defense, including the defense of usury and no such right of rescission,
set
off, counterclaim or defense has been asserted with respect
thereto;
(7) The
Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
of
the Seller in effect at the time the Mortgage Loan was originated; and the
Mortgage Note and Mortgage are on forms acceptable to FNMA and
FHLMC;
(8) All
buildings upon the Mortgaged Property are insured by an insurer acceptable
to
FNMA and FHLMC against loss by fire, hazards of extended coverage and such
other
hazards as are customary in the area where the Mortgaged Property is located,
in
an amount not less than the least of (i) 100% of the replacement cost of
all
improvements to the Mortgaged Property, (ii) either (A) the outstanding
principal balance of the Mortgage Loan with respect to each first lien Mortgage
Loan or (B) with respect to each second lien Mortgage Loan, the sum of the
outstanding principal balance of the related first lien mortgage loan and
the
outstanding principal balance of the second lien Mortgage Loan or (iii) the
amount necessary to fully compensate for any damage or loss to the improvements
that are a part of such property on a replacement cost basis; provided, however,
in no event shall the amount of insurance be less than the amount necessary
to
avoid the operation of any co-insurance provisions with respect to the Mortgaged
Property. All such insurance policies contain a standard mortgagee clause
naming
the Seller, its successors and assigns as mortgagee and all premiums thereon
have been paid. If the Mortgaged Property is in an area identified on a Flood
Hazard Map or Flood Insurance Rate Map issued by the Federal Emergency
Management Agency as having special flood hazards (and such flood insurance
has
been made available) a flood insurance policy meeting the requirements of
the
current guidelines of the Federal Insurance Administration is in effect which
policy conforms to the requirements of FNMA and FHLMC. The Mortgage obligates
the Mortgagor thereunder to maintain all such insurance at the Mortgagor’s cost
and expense, and on the Mortgagor’s failure to do so, authorizes the holder of
the Mortgage to maintain such insurance at the Mortgagor’s cost and expense and
to seek reimbursement therefor from the Mortgagor;
(9) Any
and
all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity, fair housing, disclosure laws
or
all predatory and abusive lending laws applicable to the origination and
servicing of the Mortgage Loans have been complied with and the consummation
of
the transactions contemplated hereby will not involve the violation of any
such
laws;
(10) The
Mortgage has not been satisfied, cancelled, subordinated or rescinded, in
whole
or in part, and the Mortgaged Property has not been released from the lien
of
the Mortgage, in whole or in part, nor has any instrument been executed that
would effect any such satisfaction, cancellation, subordination, rescission
or
release;
(11) The
related Mortgage is properly recorded in the appropriate jurisdiction(s)
wherein
such recordation is necessary to perfect the lien thereof, and is a valid,
existing and enforceable (A) first lien and first priority security interest
with respect to each Mortgage Loan which is indicated by the Seller to be
a
First Lien (as reflected on the Mortgage Loan Schedule), or (B) second lien
and
second priority security interest with respect to each Mortgage Loan which
is
indicated by the Seller to be a Second Lien (as reflected on the Mortgage
Loan
Schedule), in either case, on the Mortgaged Property, including all improvements
on the Mortgaged Property subject only to (a) the lien of current real property
taxes and assessments not yet due and payable, (b) covenants, conditions
and
restrictions, rights of way, easements and other matters of the public record
as
of the date of recording being acceptable to mortgage lending institutions
generally and specifically referred to in the lender’s title insurance policy
delivered to the originator of the Mortgage Loan and which do not adversely
affect the Appraised Value of the Mortgaged Property, (c) other matters to
which
like properties are commonly subject which do not materially interfere with
the
benefits of the security intended to be provided by the Mortgage or the use,
enjoyment, value or marketability of the related Mortgaged Property and (d)
with
respect to each Mortgage Loan which is indicated by the Seller to be a Second
Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) a First Lien
on
the Mortgaged Property. Any security agreement, chattel mortgage or equivalent
document related to and delivered in connection with the Mortgage Loan
establishes and creates a valid, existing and enforceable (A) first lien
and
first priority security interest with respect to each Mortgage Loan which
is
indicated by the Seller to be a First Lien (as reflected on the Mortgage
Loan
Schedule) or (B) second lien and second priority security interest with respect
to each Mortgage Loan which is indicated by the Seller to be a Second Lien
Mortgage Loan (as reflected on the Mortgage Loan Schedule), in either case,
on
the property described therein and the Seller has full right to sell and
assign
the same to the Purchaser. The Mortgaged Property was not, as of the date
of
origination of the Mortgage Loan, subject to a mortgage, deed of trust, deed
to
secure debt or other security instrument creating a lien subordinate to the
lien
of the Mortgage;
(12) The
Mortgage Note and the related Mortgage are genuine and each is the legal,
valid
and binding obligation of the maker thereof, enforceable in accordance with
its
terms;
(13) All
parties to the Mortgage Note and the Mortgage had legal capacity to enter
into
the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage,
and the Mortgage Note and the Mortgage have been duly and properly executed
by
such parties. The Mortgagor is a natural person;
(14) The
proceeds of the Mortgage Loan have been fully disbursed to or for the account
of
the Mortgagor and there is no obligation for the Mortgagee to advance additional
funds thereunder and any and all requirements as to completion of any on-site
or
off-site improvement and as to disbursements of any escrow funds therefor
have
been complied with. All costs, fees and expenses incurred in making or closing
the Mortgage Loan and the recording of the Mortgage have been paid, and the
Mortgagor is not entitled to any refund of any amounts paid or due to the
Mortgagee pursuant to the Mortgage Note or Mortgage;
(15) The
Seller is the sole legal, beneficial and equitable owner of the Mortgage
Note
and the Mortgage. The Seller has full right and authority under all governmental
and regulatory bodies having jurisdiction over such Seller, subject to no
interest or participation of, or agreement with, any party, to transfer and
sell
the Mortgage Loan to the Purchaser pursuant to this Agreement free and clear
of
any encumbrance or right of others, equity, lien, pledge, charge, mortgage,
claim, participation interest or security interest of any nature (collectively,
a “Lien”); and immediately upon the transfers and assignments herein
contemplated, the Seller shall have transferred and sold all of its right,
title
and interest in and to each Mortgage Loan and the Purchaser will hold good,
marketable and indefeasible title to, and be the owner of, each Mortgage
Loan
subject to no Lien;
(16) All
parties which have had any legal or contractual interest in the Mortgage
Loan,
whether as originator, mortgagee, assignee, pledgee or otherwise, are (or,
during the period in which they held and disposed of such interest, were):
(A)
organized under the laws of such state, or (B) qualified to do business in
such
state, or (C) federal savings and loan associations or national banks having
principal offices in such state, or (D) not doing business in such state
so as
to require qualification or licensing, or (E) not otherwise required to be
licensed in such state. All parties which have had any legal or contractual
interest in the Mortgage Loan were in compliance with any and all applicable
“doing business” and licensing requirements of the laws of the state wherein the
Mortgaged Property is located or were not required to be licensed in such
state;
(17) The
Mortgage Loan is covered by an American Land Title Association (“ALTA”) ALTA
lender’s title insurance policy acceptable to FNMA and FHLMC (which, in the case
of an Adjustable Rate Mortgage Loan has an adjustable rate mortgage endorsement
in the form of ALTA 6.0 or 6.1), issued by a title insurer acceptable to
FNMA
and FHLMC and qualified to do business in the jurisdiction where the Mortgaged
Property is located, insuring (subject to the exceptions contained above
in
(xi)(a) and (b) and, with respect to each Mortgage Loan which is indicated
by
the Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage
Loan
Schedule) clause (d)) the Seller, its successors and assigns as to the first
priority lien of the Mortgage in the original principal amount of the Mortgage
Loan and, with respect to any Adjustable Rate Mortgage Loan, against any
loss by
reason of the invalidity or unenforceability of the lien resulting from the
provisions of the Mortgage providing for adjustment in the Mortgage Interest
Rate and Monthly Payment. Additionally, such lender’s title insurance policy
affirmatively insures ingress and egress to and from the Mortgaged Property,
and
against encroachments by or upon the Mortgaged Property or any interest therein.
The Seller is the sole insured of such lender’s title insurance policy, and such
lender’s title insurance policy is in full force and effect and will be in full
force and effect upon the consummation of the transactions contemplated by
this
Agreement. No claims have been made under such lender’s title insurance policy,
and no prior holder of the related Mortgage, including the Seller, has done,
by
act or omission, anything which would impair the coverage of such lender’s title
insurance policy;
(18) Other
than payments due but not yet 30 days or more delinquent, there is no default,
breach, violation or event of acceleration existing under the Mortgage or
the
Mortgage Note and no event which, with the passage of time or with notice
and
the expiration of any grace or cure period, would constitute a default, breach,
violation or event of acceleration, and the Seller has not waived any default,
breach, violation or event of acceleration. With respect to each Mortgage
Loan
which is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected
on the Mortgage Loan Schedule) (i) the First Lien is in full force and effect,
(ii) there is no default, breach, violation or event of acceleration existing
under such First Lien mortgage or the related mortgage note, (iii) no event
which, with the passage of time or with notice and the expiration of any
grace
or cure period, would constitute a default, breach, violation or event of
acceleration thereunder, and either (A) the First Lien mortgage contains
a
provision which allows or (B) applicable law requires, the mortgagee under
the
Second Lien Mortgage Loan to receive notice of, and affords such mortgagee
an
opportunity to cure any default by payment in full or otherwise under the
First
Lien mortgage;
(19) There
are
no mechanics’ or similar liens or claims which have been filed for work, labor
or material (and no rights are outstanding that under law could give rise
to
such lien) affecting the related Mortgaged Property which are or may be liens
prior to, or equal or coordinate with, the lien of the related
Mortgage;
(20) The
Mortgage Loan was originated by the Seller or by a savings and loan association,
a savings bank, a commercial bank or similar banking institution which is
supervised and examined by a federal or state authority, or by a mortgagee
approved as such by the Secretary of HUD;
(21) Payments
on the Mortgage Loan shall commence (with respect to any newly originated
Mortgage Loans) or commenced no more than sixty days after the proceeds of
the
Mortgage Loan were disbursed. The Mortgage Loan bears interest at the Mortgage
Interest Rate. With respect to each Mortgage Loan, the Mortgage Note is payable
on the first day of each month in Monthly Payments, which, (A) in the case
of a
Fixed Rate Mortgage Loan, are sufficient to fully amortize the original
principal balance over the original term thereof (other than with respect
to a
Mortgage Loan identified on the related Mortgage Loan Schedule as an
interest-only Mortgage Loan during the interest-only period) and to pay interest
at the related Mortgage Interest Rate, and (B) in the case of an Adjustable
Rate
Mortgage Loan, are changed on each Adjustment Date, and in any case, are
sufficient to fully amortize the original principal balance over the original
term thereof and to pay interest at the related Mortgage Interest Rate. The
Index for each Adjustable Rate Mortgage Loan is as defined in the related
Mortgage Loan Schedule. With respect to each Mortgage Loan identified on
the
Mortgage Loan Schedule as an interest-only Mortgage Loan, the interest-only
period shall not exceed the period specified on the Mortgage Loan Schedule
and
following the expiration of such interest-only period, the remaining Monthly
Payments shall be sufficient to fully amortize the original principal balance
over the remaining term of the Mortgage Loan. The Mortgage Note does not
permit
negative amortization. No Mortgage Loan is a Convertible Mortgage
Loan;
(22) The
origination practices used by the Seller and the servicing and collection
practices used by the Servicer with respect to each Mortgage Note and Mortgage,
including without limitation the establishment, maintenance and servicing
of the
Escrow Accounts and Escrow Payments, if any, since origination have been
in all
respects legal, proper, prudent and customary in the mortgage origination
and
servicing industry. The Mortgage Loan has been serviced by the Servicer and
any
predecessor servicer in accordance with all applicable laws, rules and
regulations, the terms of the Mortgage Note and Mortgage, and the FNMA and
FHLMC
servicing guides. With respect to escrow deposits and Escrow Payments (other
than with respect to each Mortgage Loan which is indicated by the Seller
to be a
Second Lien Mortgage Loan and for which the mortgagee under the First Lien
is
collecting Escrow Payments (as reflected on the Mortgage Loan Schedule)),
if
any, all such payments are in the possession of, or under the control of,
the
Servicer and there exist no deficiencies in connection therewith for which
customary arrangements for repayment thereof have not been made. No escrow
deposits or Escrow Payments or other charges or payments due the Seller have
been capitalized under any Mortgage or the related Mortgage Note and no such
escrow deposits or Escrow Payments are being held by the Seller or the Servicer
for any work on a Mortgaged Property which has not been completed;
(23) The
Mortgaged Property is free of damage and waste and is in good repair, and
there
is no proceeding pending or, to the best of the Seller’s knowledge, threatened
for the total or partial condemnation thereof nor is such a proceeding currently
occurring;
(24) The
Mortgage and related Mortgage Note contain customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (a) in the case of a Mortgage designated as
a deed
of trust, by trustee’s sale, and (b) otherwise by judicial foreclosure. The
Mortgaged Property has not been subject to any bankruptcy proceeding or
foreclosure proceeding and the Mortgagor has not filed for protection under
applicable bankruptcy laws. There is no homestead or other exemption available
to the Mortgagor which would interfere with the right to sell the Mortgaged
Property at a trustee’s sale or the right to foreclose the Mortgage; The
Mortgagor has not notified the Seller or the Servicer and neither the Seller
nor
the Servicer has knowledge of any relief requested or allowed to the Mortgagor
under the Servicemembers Civil Relief Act;
(25) Unless
otherwise indicated on the Mortgage Loan Schedule, the Mortgage File contains
an
appraisal of the related Mortgaged Property which, (a) with respect to First
Lien Mortgage Loans, was on appraisal form 1004 or form 2055 with an interior
inspection, or (b) with respect to Second Lien Mortgage Loans, was on appraisal
form 704, 2065 or 2055 with an exterior only inspection, and (c) with respect
to
(a) or (b) above, was made and signed, prior to the approval of the Mortgage
Loan application, by a qualified appraiser, duly appointed by the Seller,
who
had no interest, direct or indirect in the Mortgaged Property or in any loan
made on the security thereof, whose compensation is not affected by the approval
or disapproval of the Mortgage Loan and who met the minimum qualifications
of
FNMA and FHLMC. Each appraisal of the Mortgage Loan was made in accordance
with
the relevant provisions of the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989 as in effect on the date the Mortgage Loan was
originated;
(26) In
the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve as such, has been properly designated and currently
so
serves and is named in the Mortgage, and no fees or expenses are or will
become
payable by the Purchaser to the trustee under the deed of trust, except in
connection with a trustee’s sale after default by the Mortgagor;
(27) No
Mortgage Loan was made in connection with (a) the construction or rehabilitation
of a Mortgaged Property or (b) facilitating the trade-in or exchange of a
Mortgaged Property;
(28)
The
Loan-to-Value Ratio of any Mortgage Loan at origination was not more than
95%
and the CLTV of any Mortgage Loan at origination was not more than 100%;
Each
Mortgage Loan with an original Loan-to-Value Ratio at origination greater
than
80% is and will be subject to a Primary Insurance Policy, issued by a Qualified
Insurer, which insures that portion of the Mortgage Loan in excess of the
portion of the Appraised Value of the Mortgaged Property as required by FNMA.
All provisions of such Primary Insurance Policy have been and are being complied
with, such policy is in full force and effect, and all premiums due thereunder
have been paid. Any Mortgage subject to any such Primary Insurance Policy
obligates the Mortgagor thereunder to maintain such insurance and to pay
all
premiums and charges in connection therewith. The Mortgage Interest Rate
for the
Mortgage Loan does not include any such insurance premium. If a Mortgage
Loan is
identified on the Mortgage Loan Schedule as subject to a Lender Paid Mortgage
Insurance Policy, such policy insures that portion of the Mortgage Loan set
forth in the LPMI Policy. All provisions of any such LPMI Policy have been
and
are being complied with, such policy is in full force and effect, and all
premiums due thereunder have been paid. The Mortgage Interest Rate for the
Mortgage Loan does not include the insurance premium for any LPMI
Policy;
(29)
The
Mortgaged Property is lawfully occupied under applicable law; all inspections,
licenses and certificates required to be made or issued with respect to all
occupied portions of the Mortgaged Property and, with respect to the use
and
occupancy of the same, including but not limited to certificates of occupancy
and fire underwriting certificates, have been made or obtained from the
appropriate authorities. No improvement located on or being part of any
Mortgaged Property is in violation of any applicable zoning and subdivision
law,
ordinance or regulation;
(30) No
error,
omission, misrepresentation, negligence, fraud or similar occurrence with
respect to a Mortgage Loan has taken place on the part of any person, including
without limitation the Mortgagor, any appraiser, any builder or developer,
or
any other party involved in the origination of the Mortgage Loan or in the
application of any insurance in relation to such Mortgage Loan;
(31) Any
principal advances made to the Mortgagor prior to the Cut-off Date have been
consolidated with the outstanding principal amount secured by the Mortgage,
and
the secured principal amount, as consolidated, bears a single interest rate
and
single repayment term reflected on the Mortgage Loan Schedule. The lien of
the
Mortgage securing the consolidated principal amount is expressly insured
as
having (A) first lien priority with respect to each Mortgage Loan which is
indicated by the Seller to be a First Lien (as reflected on the Mortgage
Loan
Schedule), or (B) second lien priority with respect to each Mortgage Loan
which
is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected
on
the Mortgage Loan Schedule), in either case, by a title insurance policy,
an
endorsement to the policy insuring the mortgagee’s consolidated interest or by
other title evidence acceptable to FNMA and FHLMC. The consolidated principal
amount does not exceed the original principal amount of the Mortgage
Loan;
(32) Interest
on each Mortgage Loan is calculated on the basis of a 360-day year consisting
of
twelve 30-day months;
(33)
The
Mortgaged Property is in material compliance with all applicable environmental
laws pertaining to environmental hazards including, without limitation,
asbestos, and neither the Seller nor, to the Seller’s knowledge, the related
Mortgagor, has received any notice of any violation or potential violation
of
such law;
(34) No
Mortgage Loan is (a) subject to the provisions of the Homeownership and Equity
Protection Act of 1994, as amended (“HOEPA”), (b) a “high cost”, “covered”,
“abusive”, “predatory”, “home loan”, “Section 10” or “high risk” mortgage loan
(or a similarly designated loan using different terminology) under any federal,
state or local law, or any other statute or regulation providing assignee
liability to holders of such mortgage loans, or (c) subject to or in violation
of any such or comparable federal, state or local statutes or regulations.
No
Mortgage Loan is a high cost loan or a covered loan, as applicable (as such
terms are defined in the Standard & Poor’s LEVELS Version 5.7 Glossary
Revised, Appendix E as of the related Closing Date);
(35)
No
Mortgage Loan had an original term to maturity of more than thirty (30)
years;
(36) Each
Mortgage contains an enforceable provision for the acceleration of the payment
of the unpaid principal balance of the related Mortgage Loan in the event
the
related Mortgaged Property is sold or transferred without the prior consent
of
the mortgagee thereunder;
(37) With
respect to each Mortgage Loan which is a Second Lien, (i) the related First
Lien
does not provide for negative amortization, and (ii) either no consent for
the
Mortgage Loan is required by the holder of the First Lien or such consent
has
been obtained and is contained in the Mortgage File;
(38) The
Mortgage Loan Documents with respect to each Mortgage Loan subject to Prepayment
Charges specifically authorizes such Prepayment Charges to be collected,
such
Prepayment Charges are permissible and enforceable in accordance with the
terms
of the related Mortgage Loan Documents and all applicable federal, state
and
local laws (except to the extent that the enforceability thereof may be limited
by bankruptcy, insolvency, moratorium, receivership and other similar laws
relating to creditors’ rights generally or the collectability thereof may be
limited due to acceleration in connection with a foreclosure) and each
Prepayment Charge was originated in compliance with all applicable federal,
state and local laws;
(39) The
Seller has complied with all applicable anti-money laundering laws and
regulations, including without limitation the USA Patriot Act of 2001
(collectively, the “Anti-Money Laundering Laws”). The Seller has established an
anti-money laundering compliance program as required by the Anti-Money
Laundering Laws, has conducted the requisite due diligence in connection
with
the origination of each Mortgage Loan for purposes of the Anti-Money Laundering
Laws, including with respect to the legitimacy of the applicable Mortgagor
and
the origin of the assets used by the said Mortgagor to purchase the property
in
question, and maintains, and will maintain, sufficient information to identify
the applicable Mortgagor for purposes of the Anti-Money Laundering Laws;
no
Mortgage Loan is subject to nullification pursuant to Executive Order 13224
(the
“Executive Order”) or the regulations promulgated by the Office of Foreign
Assets Control of the United States Department of the Treasury (the “OFAC
Regulations”) or in violation of the Executive Order or the OFAC Regulations,
and no Mortgagor is subject to the provisions of such Executive Order or
the
OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC
Regulations;
(40) With
respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and such
MIN
is accurately provided on the related Mortgage Loan Schedule. The related
Assignment of Mortgage to MERS has been duly and properly recorded or has
been
delivered for recording to the applicable recording office;
(41) With
respect to each MERS Mortgage Loan, neither the Seller nor the Servicer has
received any notice of liens or legal actions with respect to such Mortgage
Loan
and no such notices have been electronically posted by MERS;
(42) The
sale
or transfer of the Mortgage Loan by the Seller complies with all applicable
federal, state, and local laws, rules, and regulations governing such sale
or
transfer, including, without limitation, the Fair and Accurate Credit
Transactions Act (“FACT Act”) and the Fair Credit Reporting Act, each as may be
amended from time to time, and the Seller has not received any actual or
constructive notice of any identity theft, fraud, or other misrepresentation
in
connection with such Mortgage Loan or any party thereto.
(43) The
Mortgage Loan is in compliance with all requirements set forth in the related
Confirmation, and the characteristics of the related Mortgage Loan Package
as
set forth in the related Confirmation are true and correct in all material
respects;
(44) Each
Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
the Code and Treasury Regulation Section 1.860G-2(a)(1);
(45) If
the
Residential Dwelling on the Mortgaged Property is a condominium unit or a
unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project meets the eligibility
requirements of FNMA and FHLMC;
(46) All
improvements which were considered in determining the Appraised Value of
the
related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property;
(47) The
Mortgage Note is not and has not been secured by any collateral except the
lien
of the corresponding Mortgage on the Mortgaged Property and the security
interest of any applicable security agreement or chattel mortgage referred
to in
(xi) above;
(48) No
Mortgage Loan contains provisions pursuant to which Monthly Payments are
(a)
paid or partially paid with funds deposited in any separate account established
by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b) paid
by
any source other than the Mortgagor or (c) contains any other similar provisions
which may constitute a “buydown” provision;
(49) The
Mortgage Loan is not a graduated payment mortgage loan or a balloon Mortgage
Loan, and the Mortgage Loan does not have a shared appreciation or other
contingent interest feature;
(50) The
Mortgagor has executed a statement to the effect that the Mortgagor has received
all disclosure materials required by applicable law with respect to the making
of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and
adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans
and
rescission materials with respect to Refinanced Mortgage Loans, and such
statement is and will remain in the Mortgage File;
(51) Each
original Mortgage was recorded and all subsequent assignments of the original
Mortgage (other than the assignment to the Purchaser) have been recorded,
or are
in the process of being recorded, in the appropriate jurisdictions wherein
such
recordation is necessary to perfect the lien thereof as against creditors
of the
Seller. As to any Mortgage Loan which is not a MERS Mortgage Loan, the
Assignment of Mortgage is in recordable form (except for the name of the
assignee which is blank) and is acceptable for recording under the laws of
the
jurisdiction in which the Mortgaged Property is located;
(52) Each
Mortgage Loan originated in the state of Texas pursuant to Article XVI, Section
50(a)(6) of the Texas Constitution (a “Texas Refinance Loan”) has been
originated in compliance with the provisions of Article XVI, Section 50(a)(6)
of
the Texas Constitution, Texas Civil Statutes and the Texas Finance Code.
With
respect to each Texas Refinance Loan that is a Cash Out Refinancing, the
related
Mortgage Loan Documents state that the Mortgagor may prepay such Texas Refinance
Loan in whole or in part without incurring a Prepayment Charge. The Seller
does
not collect any such Prepayment Charges in connection with any such Texas
Refinance Loan;
(53) Unless
set forth on the Mortgage Loan Schedule, the source of the down payment with
respect to each Mortgage Loan has been fully verified by the
Seller;
(54) The
Seller shall, at its own expense, cause each Mortgage Loan to be covered
by a
“life of loan” Tax Service Contract which is assignable to the Purchaser or its
designee at no cost to the Purchaser or its designee or will reimburse the
Purchaser for all costs and expenses incurred by the Purchaser in connection
with the purchase of any such Tax Service Contract;
(55) Each
Mortgage Loan is covered by a “life of loan” Flood Zone Service Contract which
is assignable to the Purchaser or its designee at no cost to the Purchaser
or
its designee or, for each Mortgage Loan not covered by such Flood Zone Service
Contract, the Seller agrees to purchase such Flood Zone Service
Contract;
(56) No
Mortgage Loan is secured by cooperative housing, commercial property or mixed
use property;
(57) No
selection procedures were used by the Seller that identified the Mortgage
Loans
as being less desirable or valuable than other comparable mortgage loans
in the
Seller’s portfolio;
(58) Each
Mortgage Loan has a valid and original Credit Score, with a minimum Credit
Score
as set forth in the related Confirmation;
(59) No
Mortgage Loan originated or modified on or after October 1, 2002 and prior
to
March 7, 2003 is secured by a Mortgaged Property located in the State of
Georgia;
(60) No
Mortgage Loan is a “manufactured housing loan” pursuant to the NJ Act, and one
hundred percent of the amount financed of any purchase money Second Lien
Mortgage Loan subject to the NJ Act was used for the purchase of the related
Mortgaged Property;
(61) With
respect to any Mortgage Loan for which a mortgage loan application was submitted
by the Mortgagor after April 1, 2004, no such Mortgage Loan secured by a
Mortgage Property located in the State of Illinois is in violation of the
provisions of the Illinois Interest Act, including Section 4.1a which provides
that no such Mortgage Loan with a Mortgage Interest Rate in excess of 8.0%
per
annum has lender-imposed fees (or other charges) in excess of 3.0% of the
original principal balance of the Mortgage Loan;
(62) No
Mortgage Loan is secured in whole or in part by the interest of the Mortgagor
as
a lessee under a ground lease of the related Mortgaged Property;
(63) No
Mortgage Loan secured by a Mortgaged Property located in the Commonwealth
of
Massachusetts was made to pay off or refinance an existing loan or other
debt of
the related borrower (as the term “borrower” is defined in the regulations
promulgated by the Massachusetts Secretary of State in connection with
Massachusetts House Xxxx 4880 (2004)) unless either (1) (a) the related Mortgage
Interest Rate (that would be effective once the introductory rate expires,
with
respect to Adjustable Rate Mortgage Loans) did or would not exceed by more
than
2.25% the yield on United States Treasury securities having comparable periods
of maturity to the maturity of the related Mortgage Loan as of the fifteenth
day
of the month immediately preceding the month in which the application for
the
extension of credit was received by the related lender or (b) the Mortgage
Loan
is an “open-end home loan” (as such term is used in the Massachusetts House Xxxx
4880 (2004)) and the related Mortgage Note provides that the related Mortgage
Interest Rate may not exceed at any time the Prime rate index as published
in
The Wall Street Journal plus a margin of one percent, or (2) such Mortgage
Loan
is in the "borrower's interest," as documented by a "borrower's interest
worksheet" for the particular Mortgage Loan, which worksheet incorporates
the
factors set forth in Massachusetts House Xxxx 4880 (2004) and the regulations
promulgated thereunder for determining "borrower's interest," and otherwise
complies in all material respects with the laws of the Commonwealth of
Massachusetts;
(64) The
Seller has no knowledge of any circumstances or condition with respect to
the
Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit
standing that can reasonably be expected to cause the Mortgage Loan to be
an
unacceptable investment, cause the Mortgage Loan to become delinquent, cause
the
Mortgage Loan to not be paid in full when due, or adversely affect the value
of
the Mortgage Loan;
(65) The
Mortgage Loan was not prepaid in full prior to the Closing Date and the Seller
has not received notification from a Mortgagor that a prepayment in full
shall
be made after the Closing Date;
(66) No
Mortgagor is the obligor on more than two Mortgage Notes;
(67) With
respect to any Mortgage Loan that contains a provision permitting imposition
of
a Prepayment Charge upon a Principal Prepayment prior to maturity: (i) prior
to
the Mortgage Loan’s origination, the Mortgagor agreed to such Prepayment Charge
in exchange for a monetary benefit, including but not limited to a Mortgage
Interest Rate or fee reduction, (ii) prior to the Mortgage Loan’s origination,
the Mortgagor was offered the option of obtaining a Mortgage Loan that did
not
require payment of a Prepayment Charge, (iii) the Prepayment Charge is disclosed
to the Mortgagor in the Mortgage Loan Documents pursuant to applicable state
and
federal law, (iv) for Mortgage Loans originated on or after September 1,
2004,
the duration of the prepayment period shall not exceed three (3) years from
the
date of the Mortgage Note, unless the Mortgage Loan was modified to reduce
the
prepayment period to no more than three years from the date of the Mortgage
Note
and the Mortgagor was notified in writing of such reduction in the prepayment
period, (v) no Mortgage Loan originated prior to October 1, 2002 has a
Prepayment Charge longer than five years (vi) notwithstanding any state or
federal law to the contrary, the Seller shall not impose such Prepayment
Charge
in any instance when the Mortgage debt is accelerated as the result of the
Mortgagor’s default in making the Monthly Payments;
(68) No
predatory, abusive or deceptive lending practices, including but not limited
to,
the extension of credit to a Mortgagor without regard for the Mortgagor’s
ability to repay the Mortgage Loan and the extension of credit to a Mortgagor
which has no tangible net benefit to the Mortgagor, were employed in connection
with the origination of the Mortgage Loan. Each Mortgage Loan is in compliance
with the anti-predatory lending eligibility for purchase requirements of
FNMA’s
Selling Guide. No Mortgagor was encouraged or required to select a Mortgage
Loan
product offered by the Mortgage Loan’s originator which is a higher cost product
designed for less creditworthy borrowers, unless at the time of the Mortgage
Loan’s origination, such Mortgagor did not qualify taking into account credit
history and debt to income ratios for a lower cost credit product then offered
by the Mortgage Loan’s originator or any affiliate of the Mortgage Loan’s
originator. If, at the time of the related loan application, the Mortgagor
may
have qualified for a lower cost credit product then offered by any mortgage
lending affiliate of the Mortgage Loan’s originator, the Mortgage Loan’s
originator referred the Mortgagor’s application to such affiliate for
underwriting consideration;
(69) The
methodology used in underwriting the extension of credit for each Mortgage
Loan
employs objective mathematical principles which relate the Mortgagor’s income,
assets and liabilities to the proposed payment and such underwriting methodology
does not rely on the extent of the Mortgagor’s equity in the collateral as the
principal determining factor in approving such credit extension. Such
underwriting methodology confirmed that at the time of origination
(application/approval) the Mortgagor had a reasonable ability to make timely
payments on the Mortgage Loan;
(70) All
points, fees and charges, including finance charges (whether or not financed,
assessed, collected or to be collected), in connection with the origination
and
servicing of each Mortgage Loan were disclosed in writing to the related
Mortgagor in accordance with applicable state and federal law and regulation.
Except in the case of a Mortgage Loan in an original principal amount of
less
than $60,000 which would have resulted in an unprofitable origination, no
related Mortgagor was charged “points and fees” (whether or not financed) in an
amount greater than 5% of the principal amount of such loan, such 5% limitation
is calculated in accordance with FNMA’s anti-predatory lending requirements as
set forth in the FNMA Selling Guide;
(71) No
Mortgagor was required to purchase any credit life, disability, accident
or
health insurance product or debt cancellation agreement as a condition of
obtaining the extension of credit. No Mortgagor obtained a prepaid single
premium credit life, disability, accident or health insurance policy in
connection with the origination of the Mortgage Loan, and no proceeds from
any
Mortgage Loan were used to finance single-premium credit insurance policies
or
debt cancellation agreements as part of the origination of, or as a condition
to
closing, such Mortgage Loan;
(72) The
Servicer and any predecessor servicer has fully furnished, in accordance
with
the Fair Credit Reporting Act and its implementing regulations, accurate
and
complete information (e.g., favorable and unfavorable) on its borrower credit
files to Equifax, Experian and Trans Union Credit Information Company (three
of
the credit repositories) on a monthly basis; and the Servicer will fully
furnish, in accordance with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information (e.g., favorable and unfavorable)
on its borrower credit files to Equifax, Experian and Trans Credit Information
Company (three of the credit repositories), on a monthly basis; and
With
respect to each Mortgage Loan, neither the related Mortgage nor the related
Mortgage Note requires the Mortgagor to submit to arbitration to resolve
any
dispute arising out of or relating in any way to the Mortgage Loan transaction;
No Mortgagor agreed to submit to arbitration to resolve any dispute arising
out
of or relating in any way to the Mortgage Loan transaction.
EXHIBIT
B
Representation
and Warranties with Respect to the Ameriquest Mortgage Loans
Except
for “Mortgage Loans”, which shall mean the Ameriquest Mortgage Loans sold by the
Seller to the Purchaser, all capitalized terms in this Exhibit B shall have
the
meanings ascribed to them in the Ameriquest Purchase Agreement.
(1) The
information set forth in the Mortgage Loan Schedule is complete, true and
correct as of the related Cut-off Date;
(2) As
of the
Closing Date, the Mortgage Loan is in compliance with all requirements set
forth
in the Confirmation;
(3) As
of the
related Closing Date, the Company has not advanced funds, or induced, solicited
or knowingly received any advance of funds from a party other than the owner
of
the related Mortgaged Property, directly, for the payment of any amount required
by the Mortgage Note or Mortgage, and no Mortgage Loan has been delinquent
for
more than thirty (30) days in the prior twelve (12) months. All payments
required to be made up to the close of business on the last day of the month
prior to the month in which the Cut-off Date occurs, or as otherwise superseded
by and set forth in the related Confirmation, for such Mortgage Loan under
the
terms of the Mortgage Note have been made;
(4) As
of the
related Closing Date, there are no delinquent taxes or insurance premiums
affecting the related Mortgaged Property;
(5) As
of the
related Closing Date, the terms of the Mortgage Note and the Mortgage have
not
been impaired, waived, altered or modified in any respect, except by written
instruments, recorded in the applicable public recording office if necessary
to
maintain the lien priority of the Mortgage, and which have been delivered
to the
Custodian; the substance of any such waiver, alteration or modification has
been
approved by the title insurer, to the extent required by the related policy,
and
is reflected on the Mortgage Loan Schedule. No instrument of waiver, alteration
or modification has been executed, and no Mortgagor has been released, in
whole
or in part, except in connection with an assumption agreement approved by
the
title insurer, to the extent required by the policy, and which assumption
agreement has been delivered to the Custodian and the terms of which are
reflected in the Mortgage Loan Schedule;
(6) The
Mortgage Note and the Mortgage are not subject to any valid right of rescission,
set-off, counterclaim or defense, including the defense of usury, nor will
the
operation of any of the terms of the Mortgage Note and the Mortgage, or the
exercise of any right thereunder, render the Mortgage unenforceable, in whole
or
in part, or subject to any such valid right of rescission, set-off, counterclaim
or defense, including the defense of usury and no such valid right of
rescission, set-off, counterclaim or defense has been asserted with respect
thereto;
(7) As
of the
related Closing Date, all buildings upon the Mortgaged Property are insured
by
an insurer acceptable to FNMA or FHLMC against loss by fire, hazards of extended
coverage and such other hazards as are customary in the area where the Mortgaged
Property is located, pursuant to insurance policies in an amount not less
than
the least of (i) 100% of the replacement cost of all improvements to the
Mortgaged Property, (ii) the outstanding principal balance of the Mortgage
Loan
with respect to each first lien Mortgage Loan, (iii) the amount necessary
to
avoid the operation of any co-insurance provisions with respect to the Mortgaged
Property, or (iv) the amount necessary to fully compensate for any damage
or
loss to the improvements that are a part of such property on a replacement
cost
basis. All
such
insurance policies contain a standard mortgagee clause naming the Company,
its
successors and assigns as mortgagee and all premiums thereon are paid current.
If upon origination of the Mortgage Loan, the Mortgaged Property was in an
area
identified on a Flood Hazard Map or Flood Insurance Rate Map issued by the
Federal Emergency Management Agency as having special flood hazards (and
such
flood insurance has been made available) a flood insurance policy meeting
the
requirements of the current guidelines of the Federal Insurance Administration
is in effect which policy conforms to the requirements of Xxxxxx Xxx and
Xxxxxxx
Mac. Except as may otherwise be limited by applicable law, the Mortgage
obligates the Mortgagor thereunder to maintain all such insurance at the
Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so,
authorizes the holder of the Mortgage to maintain such insurance at Mortgagor’s
cost and expense and to seek reimbursement therefor from the
Mortgagor;
(8) Any
and
all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity, disclosure laws and/or all
predatory and abusive lending laws applicable to the origination and servicing
of the Mortgage Loan have been complied with. Any and all disclosure statements
required to be made by the Mortgagor relating to such requirements are and
will
remain in the Mortgage File;
(9) As
of the
related Closing Date, the Mortgage has not been satisfied, canceled,
subordinated or rescinded, in whole or in part, and the Mortgaged Property
has
not been released from the lien of the Mortgage, in whole or in part, nor
has
any instrument been executed that would effect any such satisfaction,
cancellation, subordination, rescission or release;
(10) The
Mortgage creates a valid first lien, in the related Mortgaged Property as
reflected on the Mortgage Loan Schedule;
(11) The
related Mortgage is a valid, existing and enforceable first lien, on the
related
Mortgaged Property, including all improvements on the related Mortgaged Property
subject only to (i) the lien of current real property taxes and assessments
not
yet due and payable, (ii) covenants, conditions and restrictions, rights
of way,
easements, mineral right reservations and other matters of the public record
as
of the date of recording of such Mortgage being acceptable to mortgage lending
institutions generally and specifically referred to in the lender’s title
insurance policy delivered to the originator of the related Mortgage Loan
and
which do not adversely affect the Appraised Value of the related Mortgaged
Property and (iii) other matters to which like properties are commonly subject
which do not materially interfere with the benefits of the security intended
to
be provided by the related Mortgage or the use, enjoyment, value (as determined
by Appraised Value) or marketability of the related Mortgaged Property. Any
security agreement, chattel mortgage or equivalent document related to and
delivered in connection with the Mortgage Loan establishes and creates a
valid,
subsisting, enforceable and perfected first lien and first priority security
interest on the property described therein, and the Company has the full
right
to sell and assign the same to the Purchaser;
(12) The
Mortgage Note and the related Mortgage are genuine and each is the legal,
valid
and binding obligation of the maker thereof, enforceable in accordance with
its
terms;
(13) All
parties to the Mortgage Note and the Mortgage had legal capacity to enter
into
the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage,
and the Mortgage Note and the Mortgage have been duly and properly executed
by
such parties. The Mortgagor is a natural person, at least one Mortgagor is
a
party to the Mortgage Note, and the Mortgage is in an individual
capacity;
(14) Excluding
any Mortgage Loan subject to an escrow holdback, the proceeds of the Mortgage
Loan have been fully disbursed to or for the account of the Mortgagor and
there
is no obligation for the Mortgagee to advance additional funds thereunder
and
any and all requirements as to completion of any on-site or off-site improvement
and as to disbursements of any escrow funds therefor have been complied with.
All costs, fees and expenses incurred in making or closing the Mortgage Loan
and
the recording of the Mortgage have been paid, and the Mortgagor is not currently
entitled to any refund of any amounts paid or due to the Mortgagee pursuant
to
the Mortgage Note or Mortgage;
(15) As
of the
related Closing Date and immediately prior to the sale of the Mortgage Loan
hereunder, the Company is the sole legal, beneficial and equitable owner
of the
Mortgage Note and the Mortgage and has full right to transfer and sell the
Mortgage Loan to the Purchaser free and clear of any encumbrance, equity,
lien,
pledge, charge, claim or security interest excepting therefrom warehouse
lending
arrangements security interests which will be released concurrent with the
closing of the sale to the Purchaser and immediately upon the transfers and
assignments herein contemplated, the Company shall have transferred and sold
all
of its right, title and interest in and to each Mortgage Loan and the Purchaser
will hold good, marketable and indefeasible title to, and be the owner of,
each
Mortgage Loan subject to no lien other than (a) the lien of current real
property taxes and assessments not yet due and payable, and (b) covenants,
conditions and restrictions, rights of way, easements and other matters of
the
public record as of the date of recording being acceptable to mortgage lending
institutions and which do not adversely affect the Appraised Value of the
Mortgaged Property;
(16) As
of the
related Closing Date, all parties which have had any interest in the Mortgage
Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during
the
period in which they held and disposed of such interest, were)in compliance
with
any and all applicable “doing business” and licensing requirements of the laws
of the state wherein the Mortgaged Property is located;
(17) The
Mortgage Loan is covered by an ALTA lender’s title insurance policy acceptable
to FNMA or FHLMC and, in the case of an Adjustable Rate Mortgage Loan, with
an
adjustable rate mortgage endorsement, such endorsement substantially in the
form
of ALTA Form 6.0 or 6.1, issued by a title insurer acceptable to FNMA or
FHLMC
and qualified to do business in the jurisdiction where the Mortgaged Property
is
located, insuring the Interim Servicer, its successors and assigns as to
the
first priority lien of the Mortgage in the original principal amount of the
Mortgage Loan and, with respect to an Adjustable Rate Mortgage Loan, against
any
loss by reason of the invalidity or unenforceability of the lien resulting
from
the provisions of the Mortgage providing for adjustment in the Mortgage Interest
Rate and Monthly Payment. Additionally, such lender’s title insurance policy
affirmatively insures ingress and egress to and from the Mortgaged Property,
and
against encroachments by or upon the Mortgaged Property or any interest therein.
The Company and its successors and assigns is the sole insured of such lender’s
title insurance policy, and such lender’s title insurance policy is in full
force and effect and will be in full force and effect upon the consummation
of
the transactions contemplated by this Agreement. Such lender’s title insurance
policy does not require the consent of or notification to the related insurer
for assignment to the Purchaser.
(18) As
of the
related Closing Date, no claims have been made under such lender’s title
insurance policy, and no prior holder of the related Mortgage, including
the
Company, has done, by act or omission, anything which would impair the coverage
of such lender’s title insurance policy;
(19) As
of the
related Closing Date, there is no default, breach, violation or event of
acceleration existing under the Mortgage or the Mortgage Note and no event
which, with the passage of time or with notice and the expiration of any
grace
or cure period, would constitute a default, breach, violation or event of
acceleration; and as of such Closing Date, the Company or the Interim Servicer
has not waived any default, breach, violation or event of acceleration, except
as otherwise provided in this Agreement. For purposes of the foregoing, a
delinquent payment of less than thirty (30) days on a Mortgage Loan in and
of
itself does not constitute a default, breach, violation or event of acceleration
with respect to such Mortgage Loan.
(20) As
of the
related Closing Date, there are no mechanics’ or similar liens or claims which
have been filed for work, labor or material (and no rights are outstanding
that
under law could give rise to such lien) affecting the related Mortgaged Property
which are or may be liens prior to, or equal or coordinate with, the lien
of the
related Mortgage;
(21) All
improvements which were considered in determining the Appraised Value of
the
related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property. Each appraisal has been
performed in accordance with the provisions of the Financial Institutions
Reform, Recovery and Enforcement Act of 1989;
(22) The
Mortgage Loan was (i) originated by or in conjunction with a mortgagee approved
by the Secretary of Housing and Urban Development pursuant to Sections 203
and
211 of the National Housing Act, a savings and loan association, a savings
bank,
a commercial bank, mortgage banker, credit union, insurance company or similar
banking institution which is supervised and examined by a federal or state
authority or (ii) acquired by the Company or its affiliates directly through
loan brokers or correspondents such that (a) the Mortgage Loan was originated
in
conformity with the Underwriting Guidelines and (b) the Company or its
affiliates approved the Mortgage Loan prior to funding;
(23) Payments
on the Mortgage Loan are scheduled to commence no more than sixty days after
the
proceeds of the Mortgage Loan are disbursed. The Mortgage Loan bears interest
at
the Mortgage Interest Rate. The Mortgage Note is payable on the first day
of
each month in Monthly Payments, which, (A) in the case of a Fixed Rate Mortgage
Loan, are sufficient to fully amortize the original principal balance over
the
original term thereof (other than with respect to a Mortgage Loan identified
on
the related Mortgage Loan Schedule as an interest-only Mortgage Loan during
the
interest-only period) and to pay interest at the related Mortgage Interest
Rate,
and (B) in the case of an Adjustable Rate Mortgage Loan, are changed on each
Adjustment Date, and in any case, are sufficient to fully amortize the original
principal balance over the original term thereof and to pay interest at the
related Mortgage Interest Rate. The Index for each Adjustable Rate Mortgage
Loan
is as defined in the related Mortgage Loan Schedule. With respect to each
Mortgage Loan identified on the Mortgage Loan Schedule as an interest-only
Mortgage Loan, the interest-only period shall not exceed the period specified
on
the Mortgage Loan Schedule and following the expiration of such interest-only
period, the remaining Monthly Payments shall be sufficient to fully amortize
the
original principal balance over the remaining term of the Mortgage Loan.
Interest on the Mortgage Loan is calculated on the basis of a 360-day year
consisting of twelve 30-day months. The Mortgage Note does not permit negative
amortization. No Mortgage Loan is a Convertible Mortgage Loan;
(24) The
origination, servicing and collection practices used by the Company and the
Interim Servicer, as applicable, with respect to each Mortgage Note and Mortgage
have been in all respects legal, proper, reasonable and customary in the
mortgage origination and servicing industry. The Mortgage Loan has been serviced
by the Interim Servicer and any predecessor servicer in accordance with the
terms of the Mortgage Note, the Mortgage, and applicable law. With respect
to
escrow deposits and Escrow Payments, if any, all such payments (so long as
the
Company is acting as Interim Servicer) are in the possession of, or under
the
control with, the Interim Servicer, and there exist no deficiencies in
connection therewith for which customary arrangements for repayment thereof
have
not been made. No escrow deposits or Escrow Payments or other charges or
payments due the Interim Servicer have been capitalized under any Mortgage
or
the related Mortgage Note;
(25) As
of the
related Closing Date, the Mortgaged Property is free of material damage and
waste and is in good repair, and there is no proceeding pending for the total
or
partial condemnation thereof;
(26) The
Mortgage and related Mortgage Note contain customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (i) in the case of a Mortgage designated as
a deed
of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure. As of
the related Closing Date, and since the date of origination of the Mortgage
Loan, the Mortgaged Property has not been subject to any bankruptcy proceeding
or foreclosure proceeding and the Mortgagor has not filed for protection
under
applicable bankruptcy laws. There is no homestead or other exemption available
to the Mortgagor, which would materially interfere with the right to sell
the
Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage.
As of the related Closing Date, the Mortgagor has not notified the Interim
Servicer or the Company and the Company or the Interim Servicer has no knowledge
of any relief requested or allowed to the Mortgagor under the Servicemembers
Civil Relief Act formerly known as the Soldiers and Sailors Civil Relief
Act of
1940;
(27) The
related Mortgaged Property is not a leasehold estate or, if such Mortgaged
Property is a leasehold estate, the remaining term of such lease is at least
five (5) years greater than the remaining term of the related Mortgage
Note;
(28) The
Mortgage Note is not and has not been secured by any collateral except the
lien
of the corresponding Mortgage on the Mortgaged Property and the security
interest of any applicable security agreement or chattel mortgage referred
to
above;
(29) The
Mortgage File contains an appraisal on appraisal form 1004 or form 2055 with
an
interior inspection, or Insured AVM of the related Mortgaged Property made
prior
to the approval of the Mortgage Loan. In the case of an appraisal it was
made by
a staff or third party qualified appraiser who had no interest, direct or
indirect in the Mortgaged Property or in any loan made on the security thereof,
whose compensation is not affected by the approval or disapproval of the
Mortgage Loan, for whom no conflict of interest is present and who met the
minimum qualifications of USPAP;
(30) In
the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve as such, has been properly designated and currently
so
serves and is named in the Mortgage, and no fees or expenses are or will
become
payable by the Purchaser to the trustee under the deed of trust, except in
connection with a trustee’s sale after default by the Mortgagor;
(31) No
Mortgage Loan contains provisions pursuant to which Monthly Payments are
(i)
paid or partially paid with funds deposited in any separate account established
by the Company, the Mortgagor, or anyone on behalf of the Mortgagor, (ii)
paid
by any source other than the Mortgagor or (iii) contains any other similar
provisions which may constitute a “buydown” provision. The Mortgage Loan is not
a graduated payment mortgage loan and the Mortgage Loan does not have a shared
appreciation or other contingent interest feature;
(32) The
Mortgagor has received all disclosure materials required by applicable law
with
respect to the making of a Refinanced Mortgage Loan, and evidence of such
receipt is and will remain in the Mortgage File;
(33) The
Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents
required to be delivered with respect to each Mortgage Loan pursuant to the
Custodial Agreement, have been delivered to the Custodian all in compliance
with
the specific requirements of the Custodial Agreement;
(34) As
of the
related Closing Date, the Mortgaged Property is lawfully occupied under
applicable law and if it is the borrower’s primary residence is not vacant
within ninety (90) days of the related Closing Date (with notice from and
proof
of such vacancy by the Purchaser); all inspections, licenses and certificates
required to be made or issued with respect to all occupied portions of the
Mortgaged Property and, with respect to the use and occupancy of the same,
including but not limited to certificates of occupancy, have been made or
obtained from the appropriate authorities;
(35) The
Assignment of Mortgage, is in recordable form and (other than with respect
to
the blank assignee and the lack of mortgage recordation information) is
acceptable for recording under the laws of the jurisdiction in which the
Mortgaged Property is located. When endorsed as provided for in this Agreement,
the Mortgage Notes will be duly endorsed under applicable law;
(36) Any
principal advances made to the Mortgagor prior to the related Cut-off Date
have
been consolidated with the outstanding principal amount secured by the Mortgage,
and the secured principal amount, as consolidated, bears a single interest
rate
and single repayment term. So long as the Company is acting as Interim Servicer,
the lien of the Mortgage securing the consolidated principal amount is expressly
insured as having first lien priority by a title insurance policy, an
endorsement to the policy insuring the mortgagee’s consolidated interest or by
other title evidence acceptable to Xxxxxx Xxx and Xxxxxxx Mac. So long as
the
Company is acting as Interim Servicer, the consolidated principal amount
does
not exceed the original principal amount of the Mortgage Loan;
(37) No
Mortgage Loan has a balloon payment feature;
(38) If
the
Residential Dwelling on the Mortgaged Property is a condominium unit or a
unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project is not ineligible under
Xxxxxx Mae’s eligibility requirements;
(39) No
statement, report or other document constituting a part of the Mortgage Loan
Documents contains any material untrue statement of fact or omits to state
a
fact necessary to make the statements contained therein not misleading which
would, either individually or in the aggregate, have a material adverse effect
on the value of the Mortgage Loans;
(40) Each
Mortgage Loan constitutes a “qualified mortgage” within the meaning of Section
860G(a)(3) of the Code;
(41) As
of the
related Closing Date, no Mortgage Loan has an LTV of more than 95%;
(42) No
Mortgage Loan is a “high cost” mortgage loan, as defined under any applicable
state, local or federal predatory and abusive lending laws, including, but
not
limited to, the Georgia Fair Lending Act and Section 6 L of the New York
State
Banking Law;
(43) With
respect to any Mortgage Loan which is a Texas Home Equity Loan, any and all
requirements of Section 50, Article XVI of the Texas Constitution applicable
to
Texas Home Equity Loans which were in effect at the time of the origination
of
the Mortgage Loan have been complied with. Specifically, without limiting
the
generality of the foregoing: (i) all fees paid by the owner of the Mortgaged
Property or such owner’s spouse, to any person, that were necessary to
originate, evaluate, maintain, record, insure or service the Mortgage Loan
are
reflected in the closing statement for such Mortgage Loan; (ii) the Mortgage
Loan was closed only at the office of the mortgage lender, an attorney at
law,
or a title company; (iii) the mortgagee has not been found by a federal
regulatory agency to have engaged in the practice of refusing to make loans
because the applicants for the loans reside or the property proposed to secure
the loans is located in a certain area; (iv) the owner of the Mortgaged Property
was not required to apply the proceeds of the Mortgage Loan to repay another
debt except debt secured by the Mortgaged Property or debt to a lender other
than the mortgagee; (v) the owner of the Mortgaged Property did not sign
any
documents or instruments relating to the Loan in which blanks were left to
be
filled in; and (vii) if discussions between the mortgagee and the Mortgagor
were
conducted primarily in a language other than English, the mortgagee provided
to
the owner of the Mortgaged Property, prior to closing, a copy of the notice
required by Section 50(g), Article XVI of the Texas Constitution translated
into
the written language in which the discussions were conducted;
(44) All
notices, acknowledgments and disclosure statements required by Section 50,
Article XVI of the Texas Constitution applicable to Texas Home Equity Loans
are
contained in the Mortgage File for each such Mortgage Loan;
(45) All
cash-out Mortgage Loans secured by real property in the state of Texas shall
be
made in accordance with Texas law;
(46) The
Mortgage Loans are not subject to the requirement of the Home Ownership and
Equity Protection Act of 1994 (“HOEPA”)
and no
Mortgage Loan is subject to, or in violation of, any applicable state or
local
law, ordinance or regulation similar to HOEPA and (2) (i) no Mortgage Loan
is a
“high cost” loan as defined by HOEPA or any other applicable predatory or
abusive lending laws and (ii) no Mortgage Loan is a “high cost home”, “covered”
(excluding home loans defined as “covered home loans” pursuant to clause (1) of
the definition of that term in the New Jersey Home Ownership Security Act
of
2002), “high risk home” or “predatory” loan under any other applicable state,
federal or local law (or similarly classified loan using different terminology
under a law imposing heightened regulatory scrutiny or additional legal
liability for resident mortgage loans having high interest rates, points
and/or
fees);
(47) No
Mortgage Loan is a “covered home loan” pursuant to the New Jersey Home Ownership
Security Act of 2002;
(48) With
respect to each Mortgage Loan subject to a Prepayment Charge, such Prepayment
Charge, at the time of the origination of the related Mortgage Loan, is
enforceable and in compliance with all applicable local, state and federal
law;
(49) No
Mortgage Loan is: (i) subject to the City of Oakland, California Ordinance
12361
as a home loan; or (ii) a subsection 10 mortgage under the Oklahoma Home
Ownership and Equity Protection Act;
(50) As
of the
related Closing Date, the Mortgaged Property is being primarily used as a
Residential Dwelling for residential purposes;
(51) The
Company has obtained a life of loan, transferable real estate tax service
contract on each Mortgage Loan and such contract is assignable without penalty,
premium or cost to the Purchaser;
(52) The
Company has obtained a life of loan, transferable flood certification contract
for each Mortgage Loan and such contract is assignable without penalty, premium
or cost to the Purchaser;
(53) The
Mortgage Loans conform in all material respects to the Underwriting
Guidelines;
(54) No
Mortgage Loan originated on or after October 1, 2002 and before March 7,
2003 is
secured by a Mortgaged Property located in the State of Georgia; No Mortgage
Loan that was originated on or after March 7, 2003, is a “high-cost home loan”
as defined under the Georgia Fair Lending Act;
(55) No
proceeds from any Mortgage Loan were used to finance single-premium credit
insurance policies;
(56) No
subprime Mortgage Loan originated on or after October 1, 2002 will impose
a
Prepayment Charge for a term in excess of three years; No Mortgage Loan
originated prior to such date nor any non-subprime Mortgage Loan will impose
prepayment charges in excess of five years;
(57) In
connection with any Mortgage Loan, the Interim Servicer has fully furnished,
and
will fully furnish in accordance with the Fair Credit Reporting Act and its
implementing regulations, accurate and complete information (i.e., favorable
and
unfavorable) on its borrower credit files to Equifax, Experian and Trans
Union
Credit Information Company, on a monthly basis;
(58) No
Mortgage Loan is a “high cost”, “covered” or similarly classified loans as
defined by the applicable federal, state or local predatory and abusive lending
laws nor is any loan a High Cost Loan or Covered Loan, as applicable (as
such
terms are defined in the then current Standard & Poor’s LEVELS Glossary
Revised, Appendix E);
(59) No
fraud
was committed in connection with the origination of any Mortgage Loan;
provided,
however,
the
Company does not represent or warrant the accuracy of the qualifying income
stated (provided that such stated income is not grossly unreasonable when
considering all relevant factors relating to such Mortgagor, including without
limitation, geographic area, unique expertise, years in the field of employment,
etc) by the related Mortgagor(s) in connection with a Mortgage Loan that
does
not require income verification as defined in the Underwriting
Guidelines;
(60) The
Mortgaged Property is in material compliance with all applicable environmental
laws, and is free from any and all toxic or hazardous substances, other than
those commonly used for homeowner repair and maintenance and/or household
purposes, and there exists no pending action or proceeding directly involving
the Mortgaged Property in which compliance with any environmental law, rule
or
regulation is an issue;
(61) The
Mortgage Loan was not prepaid in full prior to the related Closing Date and
the
Company has not received written notification from the Mortgagor that a
prepayment in full will be made following the Closing Date;
(62) The
Company has materially complied with all applicable anti-money laundering
laws
and regulations, including without limitation the USA Patriot Act of
2001;
(63) With
respect to any Mortgage Loan or the underlying security related thereto,
neither
the related Mortgage nor the related Mortgage Note requires the Mortgagor
to
submit to arbitration to resolve any dispute arising out of or relating in
any
way thereto; and
(64) No
Mortgage Loan secured by a Mortgaged Property located in the State of Illinois
is in violation of the provisions of the Illinois Interest Act, including
Section 4.1a which provides that no Mortgage Loan with a Mortgage Interest
Rate
in excess of 8.0% per annum has lender-imposed fees (or other charges) in
excess
of 3.0% of the original principal balance of the related Mortgage
Loan.
(65) As
of the
Cut-off Date, the Company has not received any actual or constructive notice
of
any identity theft in connection with any Mortgage Loan or any party
thereto.
(66) No
Mortgage Loan secured by a Mortgaged Property located in the Commonwealth
of
Massachusetts was made to pay off or refinance an existing loan or other
debt of
the related borrower (as the term “borrower” is defined in the regulations
promulgated by the Massachusetts Secretary of State in connection with
Massachusetts House Xxxx 4880 (2004)) unless either (1) (a) the related Mortgage
Interest Rate (that would be effective once the introductory rate expires,
with
respect to Adjustable Rate Mortgage Loans) did or would not exceed by more
than
2.25% the yield on United States Treasury securities having comparable periods
of maturity to the maturity of the related Mortgage Loan as of the fifteenth
day
of the month immediately preceding the month in which the application for
the
extension of credit was received by the related lender or (b) the Mortgage
Loan
is an “open-end home loan” (as such term is used in the Massachusetts House Xxxx
4880 (2004)) and the related Mortgage Note provides that the related Mortgage
Interest Rate may not exceed at any time the Prime Rate index as published
in
The Wall Street Journal plus a margin of one percent, or (2) such Mortgage
Loan
is in the “borrower's interest,” as documented by a “borrower's interest
worksheet” for the particular Mortgage Loan, which worksheet incorporates the
factors set forth in Massachusetts House Xxxx 4880 (2004) and the regulations
promulgated thereunder for determining “borrower's interest,” and otherwise
complies in all material respects with the laws of the Commonwealth of
Massachusetts;
(67) With
respect to any Mortgage Loan with an Insured AVM, the related insurance policy
is in full force and effect, valid and enforceable, all premiums have been
paid
and neither the Company, the Interim Servicer nor the related Mortgagor has
taken any action or has failed to take any action that would impair coverage
of
the policy or the validity, binding effect and enforceability
thereof.
EXHIBIT
C
Representation
and Warranties with Respect to the Community Lending Mortgage Loans,
LoanCity
Mortgage Loans, RFC Mortgage Loans, Secured Bankers Mortgage Loans and
Silver
State Mortgage Loans
Except
for “Mortgage Loans”, which shall mean the Community Lending Mortgage Loans, the
LoanCity Mortgage Loans, the RFC Mortgage Loans, the Secured Bankers Mortgage
Loans sold by the Seller to the Purchaser, all capitalized terms in this
Exhibit
C shall have the meanings ascribed to them in the CitiMortgage Purchase
Agreement.
Seller
hereby represents and warrants to Purchaser that, as to each Mortgage Loan,
as
of the applicable Closing Date (or such other date as may be specified
herein):
i) The
information set forth on the Mortgage Loan Schedule and the magnetic tape
or
diskette delivered to Purchaser by Seller is complete, true and
correct;
ii) The
Mortgage Note and the Mortgage have not been assigned or pledged, and Seller
has
good and marketable title thereto, and Seller is the sole owner and holder
of
the Mortgage Loan free and clear of any and all liens, claims, encumbrances,
participation interests, equities, pledges, charges or security interests
of any
nature and has full right and author-ity, subject to no interest or
participation of, or agreement with, any other party, to sell and assign
the
same pursuant to this Agreement;
iii) The
Mortgage is a valid, enforceable and subsisting first lien on the property
therein described, and the Mortgaged Property is free and clear of any and
all
adverse claims, encumbrances and liens having priority over the first lien
of
the Xxxx-xxxx except for (i) liens for current real estate taxes and special
assessments not yet due and payable, (ii) covenants, conditions and
restrictions, rights of way, easements and other matters of public record
as of
the date of recording being acceptable to mortgage lending institutions
generally and specifically referred to in the lender's title insurance policy
delivered to the originator of the Mortgage Loan and which do not adversely
affect the Appraised Value of the Mortgaged Property, and (iii) other matters
to
which like properties are commonly subject which do not materially interfere
with the benefits of the security intended to be provided by the Mortgage
or the
use, enjoyment, value or marketability of the related Mortgaged Property.
Any
security agreement, chattel mortgage or equivalent document related to the
Mortgage Loan and delivered to Purchaser establishes in Seller a valid,
enforceable and sub-sisting first lien and first priority security interest
with
respect to each first lien Mortgage Loan on the property described therein,
and
Seller has full right to sell and assign the same to Purchaser. The Mortgaged
Property was not, as of the date of origination of the Mortgage Loan, subject
to
a mortgage, deed of trust, deed to secure debt or other security instrument
creating a lien subordinate to the lien of the Mortgage;
iv) Except
to
the extent of a discharge Chapter 7, the terms of the Mortgage Note and the
Mortgage have not been impaired, waived, altered or modified in any respect,
except by a written instrument which has been recorded in the appropriate
public
recording office, if required by law, or, if necessary, to protect the interest
of Purchaser and which have been delivered to Purchaser. The substance of
any
such alteration or modification is reflected on the Mortgage Loan Schedule
and
has been approved by the issuer of any related Primary Mortgage Insurance
Policy, if any, and the title insurer, to the extent required by the related
policy;
v) Except
to
the extent of a discharge Chapter 7, no instrument of release, alteration,
modification or waiver has been executed in connection with the Mortgage
Loan,
and no Mortgagor has been released, in whole or in part, except in connection
with an assumption agreement which has been approved by the issuer of any
Private Mortgage Insurance Policy, if any, and the title insurer, to the
extent
required by the related policy, and except such Mortgage Loan which contains
in
the related Mortgage File, as set forth on the related Mortgage Loan Schedule,
evidence of a release or waiver or an assumption agreement discharging the
original borrower from all of the debt obligations in connection with the
related Mortgage Loan and providing for the assumption of all such debt
obligations by the party assuming the obligations under the Mortgage Loan
and,
in each case, terms of which are reflected in the Mortgage Loan
Schedule;
vi) All
taxes, governmental assessments, insurance premiums, water, sewer and municipal
charges, leasehold payments or ground rents which previously became due and
owing have been paid, or an escrow of funds has been established in an amount
sufficient to pay for every such item which remains unpaid and which has
been
assessed but is not yet due and payable and except as permitted in clause
(l),
there are no defaults in complying with the terms of the Mortgage. Seller
has
not advanced funds, or induced, solicited or knowingly received any advance
of
funds by a party other than the Mortgagor, directly or indirectly, for the
payment of any amount required by the Mortgage Note or Mortgage, except for
interest accruing from the date of the Mortgage Note or date of disbursement
of
the Mortgage proceeds, whichever is greater, to the day which precedes by
one
month the Due Date of the first installment of principal and
interest;
vii) The
Mortgaged Property is free of material damage and waste and there is no
proceeding pending or threatened for the total or partial condemnation of
the
Mortgaged Property, nor is such a proceeding currently occurring, and such
property is undamaged by waste, fire, earthquake or earth movement, windstorm,
flood, tornado or other casualty, so as to affect materially and adversely
the
value of the Mortgaged Property as security for the Mortgage Loan or the
use for
which the premises were intended;
viii) There
are
no mechanics' or similar liens or claims which have been filed for work,
labor
or material (and no rights are outstanding that under law could give rise
to
such lien) affecting the Mortgaged Property which are, or may be, liens prior
or
equal to, or coordinate with, the lien of the related Mortgage unless such
lien
is insured under the related title insurance policy;
ix) All
improvements which were included for the purpose of determining the Appraised
Value of the Mortgaged Property lie wholly within the boundaries and building
restriction lines of the Mortgaged Property and, to Seller's knowledge, no
improvements on adjoining properties encroach upon the Mortgaged Property
(other
than minor encroachments (i) which do not affect the value of the Mortgage
Loan
or the Purchaser’s interest therein and (ii) to which properties similar to the
Mortgaged Property within the same jurisdiction are commonly subject and
which
do not interfere with the benefits of the security intended to be provided
by
the related Mortgage or the use, enjoyment, value or marketability of the
related Mortgaged Property). Each appraisal has been performed in accordance
with the provisions of Title XI of FIRREA and the regulations promulgated
thereunder;
x) No
improvement located on or being part of the Mortgaged Property is in violation
of any applicable zoning law or regulation and all inspections, licenses
and
certificates required to be made or issued with respect to all occupied portions
of the Mortgaged Property and, with respect to the use and occupancy of the
same, including but not limited to certificates of occupancy and fire
underwriting certif-icates, have been made or obtained from the appropriate
authorities and the Mortgaged Property is lawfully occupied under applicable
law;
xi) All
parties which have had any interest in the Mortgage Loan, whether as mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which they
held
and disposed of such interest, were) (i) in compliance with any and all
applicable licensing requirements of the laws of the state wherein the Mortgaged
Property is located, and (ii) either (1) organized under the laws of such
state,
or (2) qualified to do business in such state, or (3) federal savings and
loan
associations, federal savings banks or national banks having authorized offices
in such state, or (4) not doing business in such state;
xii) Unless
otherwise disclosed in the Commitment Letter, all Monthly Payments due prior
to
the related Cut-off Date for such Mortgage Loan have been made by the related
Closing Date and no Monthly Payment due under any Mortgage Loan has been
more
than thirty (30) days due past the related Due Date, exclusive of any grace
period, within the prior twelve months prior to the Cut-off Date. The Seller
has
not advanced funds, or induced, solicited or knowingly received any advance
of
funds from a party other than the owner of the related Mortgaged Property,
directly or indirectly, for the payment of any amount required by the Mortgage
Note or Mortgage;
xiii) The
Mortgage has not been satisfied, canceled, subordinated or rescinded, in
whole
or in part, and the Mortgaged Property has not been released from the lien
of
the Mortgage, in whole or in part, nor has any instrument been executed that
would effect any such satisfaction, release, cancellation, subordination
or
rescission, except in connection with an assumption agreement which has been
delivered to the Purchaser; and any such release is reflected on the Mortgage
Loan Schedule;
xiv) The
Mortgage File contains each of the documents and instruments specified to
be
included therein duly executed and in due and proper form, and each such
document or instrument is in form acceptable to Xxxxxx Xxx or Xxxxxxx Mac,
and
each Mortgage Note, Mortgage, and appraisal are on forms acceptable to Xxxxxx
Mae or Xxxxxxx Mac;
xv) The
Mortgage Note and the related Mortgage are genuine, and each is the legal,
valid
and binding obligation of the maker thereof, enforceable in accordance with
its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization or other similar laws relating to or affecting
the
enforcement of creditors' rights and by general principles of equity. All
parties to the Mortgage Note and the Xxxx-xxxx had legal capacity to execute
the
Mortgage Note and the Mortgage, and each Mortgage Note and Mortgage have
been
duly and properly executed by such parties;
xvi) Any
and
all requirements of any federal, state or local law including, without
limitation, usury, truth-in-lending, real estate settlement procedures, consumer
credit protection, predatory and abusive lending, equal credit opportunity
or
disclo-sure laws applicable to the originating or servicing of the Mortgage
Loans have been complied with and the consummation of the transactions
contemplated hereby will not involve the violation of any such
laws;
xvii) The
proceeds of the Mortgage Loan have been fully disbursed to or for the account
of
the Mortgagor, there is no requirement for future advances thereunder and
any
and all requirements as to comple-tion of any on-site or off-site improvements
and as to disbursements of any escrow funds therefor have been complied with.
All costs, fees and expenses incurred in making or closing Mortgage Loans
and
the recording of the Mortgage were paid and the Mortgagor is not entitled
to any
refund of any amounts paid or due under the Mortgage Note or
Mortgage;
xviii) Any
future advances made prior to the Cut-off Date have been consolidated with
the
outstanding principal amount secured by the Mortgage, and the secured princi-pal
amount, as consolidated, bears a single interest rate and single repayment
term
reflected on the Xxxx-xxxx Loan Schedule. The lien of the Mortgage securing
the
consolidated principal amount is expressly insured as having first lien priority
by a title insurance policy, an endorsement to the policy insuring the
Mortgagee's consolidated interest or by other title evidence acceptable to
Xxxxxx Mae or Xxxxxxx Mac. The consolidated principal amount does not exceed
the
original principal amount of the Mortgage Loan;
xix) All
improvements upon the Mortgaged Property are insured by a Qualified Insurer
against loss by fire, hazards of extended coverage and such other hazards
as are
customary in the area where the Mortgaged Property is located, pursuant to
insurance policies conforming to the requirements of Section 10.15 hereof.
All
individual insurance policies (collectively, the "hazard insurance policy")
are
in full force and effect and are the valid and binding obligation of the
insurer
and contain a standard mortgagee clause naming Seller, its successors and
assigns, as mortgagee. All premiums thereon have been paid. If the Mortgaged
Property is in an area identified in the Federal Register by the Federal
Emergency Management Agency as having special flood hazards (and such flood
insurance has been made available) Seller will cause to be maintained a flood
insurance policy meeting the requirements of the current guide-lines of the
Federal Insurance Administration with an insurance carrier acceptable to
Xxxxxx
Mae and Xxxxxxx Mac, in an amount representing coverage not less than the
least
of (i) the out-standing principal balance of the Mortgage Loan, (ii) the
full
insurable value of the Mortgaged Property, or (iii) the maximum amount of
insurance available under the Flood Disaster Protection Act of 1973, as amended.
The Mortgage obligates the Mortgagor thereunder to maintain all such insurance
at the Mortgagor's cost and expense, and upon the Mortgagor's failure to
do so,
authorizes the holder of the Mortgage to obtain and maintain such insurance
at
the Mortgagor's cost and expense and to seek reimbursement therefor from
the
Mortgagor;
xx) There
is
no default, breach, violation or event of acceleration existing under the
Mortgage or the related Mortgage Note and, to Seller's knowledge, no event
which, with the passage of time or with notice and the expiration of any
grace
or cure period, would constitute a default, breach, xxxxx-tion or event of
acceleration; and Seller has not waived any default, breach, violation or
event
of acceleration;
xxi) The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set-off, counterclaim or defense, including, without limitation, the defense
of
usury, nor will the operation of any of the terms of the Mortgage Note or
the
Mortgage, or the exercise of any right thereunder, render either the Mortgage
Note or the Mortgage unenforceable, in whole or in part, or subject to any
right
of rescission, set-off, counter-claim or defense, including the defense of
usury, and no such right of rescission, set-off, counterclaim or defense
has
been asserted with respect thereto; and unless otherwise disclosed in the
Commitment Letter, the Mortgagor is not and was not at the time the Mortgage
Loan was originated, a debtor in any state or federal bankruptcy or insolvency
proceeding;
xxii) No
Mortgage Loan has an LTV greater than 100%. If a Mortgage Loan has an LTV
greater than 80%, the excess of the principal balance of the Mortgage Loan
over
75% of the Appraised Value, with respect to a Refinanced Mortgage Loan, or
the
lesser of the Appraised Value or the purchase price of the Mortgaged Property,
with respect to a purchase money Mortgage Loan, is insured as to payment
defaults by a Primary Mortgage Insurance Policy issued by a Qualified Insurer.
All provisions of such Primary Mortgage Insurance Policy have been and are
being
complied with, such policy is in full force and effect, and all premiums
due
thereunder have been paid. No action, inaction, or event has occurred and
no
state of facts exists that has, or will result in the exclusion from, denial
of,
or defense to coverage. Any Mortgage Loan subject to a Primary Mortgage
Insurance Policy obligates the Mortgagor thereunder to maintain the Primary
Mortgage Insurance Policy and to pay all premiums and charges in connection
therewith until such time as applicable law allows the termination of such
insurance. The mortgage interest rate for the Mortgage Loan as set forth
on the
Mortgage Loan Schedule is net of any such insurance premium;
xxiii) The
Mortgage Note is not secured by any collateral, pledged account or other
security except the lien of the corresponding Mortgage and the security interest
of any applicable security agreement or chattel mortgage referred to in Section
6.01(c);
xxiv) The
Mortgage and related Mortgage Note contain customary and enforceable provisions
which render the rights and remedies of the holder thereof adequate for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (i) in the case of a Mortgage designated as
a deed
of trust, by trustee's sale, and (ii) otherwise by judicial foreclosure,
subject
only to rights of redemption, seizure and other laws that would not materially
interfere with the ultimate realization of the benefits of the security.
The
Mortgagor has not notified the Seller and the Seller has no knowledge of
any
relief requested or allowed to the Mortgagor under the Servicemembers Civil
Relief Act;
xxv) No
fraud,
error, omission, misrepresentation, negligence or similar occurrence with
respect to a Mortgage Loan has taken place on the part of Seller or the
Mortgagor or, to the best of Seller’s knowledge, any other party involved in the
origination of the Mortgage Loan;
xxvi) As
to
Mortgage Loans that are not Co-op Loans, the Mortgaged Property is located
in
the state identified in the Mortgage Loan Schedule and consists of a single
parcel of real property with a detached single family residence erected thereon,
or a townhouse, or a two-to four-family dwelling, or an individual condominium
unit in a condominium project, or an individual unit in a planned unit
development or a de minimis planned unit development, provided, however,
that no
residence or dwelling is a single parcel of real property with a cooperative
housing corporation erected thereon, or a mobile home. As of the date of
origination, no portion of the Mortgaged Property was used for commercial
purposes, and since the date of origination no portion of the Mortgaged Property
has been used for commercial purposes. If the Mortgaged Property is a
condominium unit or a planned unit development (other than a de minimis planned
unit development), or stock in a cooperative housing corporation, such
condominium, cooperative or planned unit development project meets the Seller’s
eligibility requirements as set forth in the Underwriting Standards or as
may
otherwise be set forth and agreed to in the related Commitment Letter;
xxvii) There
exist no deficiencies with respect to escrow deposits and payments, if such
are
required, for which customary arrangements for repayment thereof have not
been
made, and, to Seller's knowledge, no escrow deposits or payments of other
charges or payments due Seller have been capital-ized under the Mortgage
or the
related Mortgage Note;
xxviii) The
origination, collection and servicing practices used by Seller with respect
to
the Mortgage Note and Mortgage have been in all respects legal and customary
in
the mortgage servicing business;
xxix) Each
Mortgage Loan that is not Co-op Loan is covered by an ALTA or CLTA mortgage
title insurance policy acceptable to Xxxxxx Xxx or Xxxxxxx Mac, or such other
generally acceptable form of policy or insurance, issued by and the valid
and
binding obligation of a Qualified Insurer, insuring Seller, its successors
and
assigns, as to the first priority lien of the Mortgage in the original principal
amount of the Mortgage Loan
and
against any loss by reason of the invalidity or unenforceability of the lien
resulting from the provisions of the Mortgage.
Such
mortgage title insurance policy insures Seller, its successors and assigns
as
mortgagee and the assignment to Purchaser of Seller's interest in such mortgage
title insurance policy does not require the consent of or notification to
the
insurer, such mortgage title insurance policy is in full force and effect
and
will be in full force and effect and inure to the benefit of Purchaser upon
the
consummation of the trans-actions contemplated by this Agreement. No claims
have
been made under such mortgage title insurance policy and, to Seller's knowledge,
no prior holder of the related Mortgage, including Seller, has done, by act
or
omission, anything which would impair the coverage of such mortgage title
insurance policy;
xxx) Except
with respect to Interest Only Mortgage Loans, principal payments on the Mortgage
Loan commenced no more than sixty (60) days after the proceeds of the Mortgage
Loan were disbursed. The Mortgage Loan bears interest at the Mortgage Interest
Rate. With respect to each Mortgage Loan, the Mortgage Note has an original
term
of not more than thirty (30) years and is payable on the first day of each
month; provided, however, in the case of a balloon Mortgage Loan, the Mortgage
Loan matures at least five (5) years after the first payment date thereby
requiring a final payment of the outstanding principal balance prior to the
full
amortization of the Mortgage Loan. Except with respect to Interest Only Mortgage
Loans, the Monthly Payments will fully amortize the Stated Principal Balance
of
the Mortgage Loan over its remaining term at the Mortgage Interest Rate.
The
Mortgage Note does not permit negative amortization. The Monthly Payment
on each
Interest Only Mortgage Loan during the related interest-only period is equal
to
the product of the related Mortgage Interest Rate and the principal balance
of
such Mortgage Loan on the first day of each month and after such interest-only
period, except with respect to Interest Only Mortgage Loans that are Adjustable
Rate Mortgage Loans, such Mortgage Loan is payable in equal monthly installments
of principal and interest;
xxxi) No
Mortgage Loan is classified as a “high cost” mortgage loan under the Home
Ownership and Equity Protection Act of 1994, as amended, nor is any Mortgage
Loan a “high cost home,” “covered,” “high risk home” or “predatory” loan under
any applicable state, federal or local law (or a similarly classified loan
using
different terminology under an applicable law imposing heightened regulatory
scrutiny or additional legal liability for residential mortgage loans having
high interest rates, points and/or fees);
xxxii) Each
Mortgage Loan is a “qualified mortgage” within Section 860G(a)(3) of the
Code;
xxxiii) With
respect to each Mortgage Loan for which the Underwriting Standards require
an
appraisal to be performed in connection with the origination thereof, the
Mortgage File contains an appraisal of the related Mortgaged Property made
and
signed, prior to the approval of the Mortgage Loan application, by a Qualified
Appraiser;
xxxiv) If
the
Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified
if required under applicable law to act as such, has been properly designated
and currently so serves and is named in the Mortgage, and no fees or expenses,
except as may be required by local law, are or will become payable by the
Purchaser to the trustee under the deed of trust, except in connection with
a
trustee’s sale or attempted sale after default by the Mortgagor;
xxxv) No
Mortgage Loan contains “graduated payment,” “shared appreciation” or other
contingent interest features; to the extent any Mortgage Loan (as identified
on
the Mortgage Loan Schedule) contains any buydown provision, such buydown
funds
have been maintained and administered in accordance with, and such Mortgage
Loan
otherwise complies with, Xxxxxx Mae and Xxxxxxx Mac requirements relating
to
buydown loans;
xxxvi) The
Mortgagor has received all disclosure materials required by applicable law
with
respect to the making of such mortgage loans;
xxxvii) No
Mortgage Loan was made for the purpose of (a) the construction or rehabilitation
of a Mortgaged Property or (b) facilitating the trade-in or exchange of a
Mortgaged Property;
xxxviii) All
information supplied by, on behalf of, or concerning the Mortgagor is true,
accurate and complete and does not contain any statement that is or will
be
inaccurate or misleading in any material respect;
xxxix) The
Assignment of Mortgage is in recordable form and is acceptable for recording
under the laws of the jurisdiction in which the Mortgaged Property is
located;
xl) With
respect to each Mortgage Loan that contains a Prepayment Penalty, such
Prepayment Penalty is enforceable and will be enforced by Seller, and such
Prepayment Penalty is permitted pursuant to federal, state and local law.
No
Mortgage Loan originated on or after October 1, 2002 imposes a Prepayment
Penalty for a term in excess of three years, and no Mortgage Loan originated
prior to October 1, 2002 imposes a Prepayment Penalty in excess of five years;
Except
as
otherwise set forth on the Mortgage Loan Schedule, with respect to each Mortgage
Loan that contains a Prepayment Penalty, such Prepayment Penalty is at least
equal to the lesser of (A) the maximum amount permitted under applicable
law and
(B) six months interest at the related Mortgage Interest Rate on the amount
prepaid in excess of 20% of the original principal balance of such Mortgage
Loan;
xli) Any
principal advances made to the Mortgagor prior to the Cut-off Date have been
consolidated with the outstanding principal amount secured by the Mortgage,
and
the secured principal amount, as consolidated, bears a single interest rate
and
single repayment term. The lien of the Mortgage securing the consolidated
principal amount is expressly insured as having first lien priority by a
title
insurance policy, an endorsement to the policy insuring the mortgagee’s
consolidated interest or by other title evidence acceptable to Xxxxxx Mae
and
Xxxxxxx Mac. The consolidated principal amount does not exceed the original
principal amount of the Mortgage Loan;
xlii) No
Mortgagor was required to purchase any credit life, disability, accident
or
health insurance product as a condition of obtaining the extension of credit.
No
Mortgagor obtained a prepaid single premium credit life, disability, accident
or
health insurance policy or debt cancellation agreement as a condition of
obtaining the extension of credit or in connection the with the origination
of
the Mortgage Loan. No proceeds from any Mortgage Loan were used to purchase
single premium credit insurance policies as part of the origination of, or
as a
condition to closing, such Mortgage Loan;
xliii) Each
Mortgage Loan has been serviced in all material respects in compliance with
Customary Servicing Procedures;
xliv) With
respect to each Co-op Loan, the related Mortgage is a valid, enforceable
and
subsisting first security interest on the related cooperative shares securing
the related cooperative note, subject only to (a) liens of the cooperative
for
unpaid assessments representing the Mortgagor’s pro rata share of the
cooperative’s payments for its blanket mortgage, current and future real
property taxes, insurance premiums, maintenance fees and other assessments
to
which like collateral is commonly subject and (b) other matters to which
like
collateral is commonly subject which do not materially interfere with the
benefits of the security intended to be provided by the Security Agreement.
There are no liens against or security interest in the cooperative shares
relating to each Co-op Loan (except for unpaid maintenance, assessments and
other amounts owed to the related cooperative which individually or in the
aggregate will not have a material adverse effect on such Co-op Loan), which
have priority over Seller’s security interest in such cooperative
shares;
xlv) With
respect to each Co-op Loan, a search for filings of financing statements
has
been made by a company competent to make the same, which company is acceptable
to Xxxxxx Mae and qualified to do business in the jurisdiction where the
cooperative unit is located, and such search has not found anything which
would
materially and adversely affect the Co-op Loan;
xlvi) With
respect to each Co-op Loan, the related cooperative corporation that owns
title
to the related cooperative apartment building is a “cooperative housing
corporation” within the meaning of Section 216 of the Code, and is in material
compliance with applicable federal, state and local laws which, if not complied
with, could have a material adverse effect on the Mortgaged
Property;
xlvii) With
respect to each Co-op Loan, there is no prohibition against pledging the
shares
of the cooperative corporation or assigning the Co-op Lease;
xlviii) The
Mortgage Loan was originated by a Mortgagee approved by the Secretary of
HUD
pursuant to sections 203 and 211 of the National Housing Act, a savings and
loan
association, a savings bank, a commercial bank, credit union, insurance company
or similar institution which is supervised and examined by a federal or state
authority;
xlix) With
respect to any ground lease to which a Mortgaged Property may be subject:
(i) a
true, correct and complete copy of the ground lease and all amendments,
modifications and supplements thereto is included in the Mortgage File, and
the
Mortgagor is the owner of a valid and subsisting leasehold interest under
such
ground lease; (ii) such ground lease is in full force and effect, unmodified
and
not supplemented by any writing or otherwise except as contained in the Mortgage
File; (iii) all rent, additional rent and other charges reserved therein
have
been fully paid to the extent payable as of the Closing Date; (iv) the Mortgagor
enjoys the quiet and peaceful possession of the leasehold estate, subject
to any
sublease; (v) the Mortgagor is not in default under any of the terms of such
ground lease, and there are no circumstances which, with the passage of time
or
the giving of notice, or both, would result in a default under such ground
lease; (vi) the lessor under such ground lease is not in default under any
of
the terms or provisions of such ground lease on the part of the lessor to
be
observed or performed; (vii) the lessor under such ground lease has satisfied
any repair or construction obligations due as of the Closing Date pursuant
to
the terms of such ground lease; (viii) the execution, delivery and performance
of the Mortgage do not require the consent (other than those consents which
have
been obtained and are in full force and effect) under, and will not contravene
any provision of or cause a default under, such ground lease; (ix) the ground
lease term exceeds, or is automatically renewable, for at least five years
beyond the maturity date of the related Mortgage Loan; and (x) the Purchaser
has
the right to cure defaults on the ground lease;
l) With
respect to any broker fees collected and paid on any of the Mortgage Loans,
all
broker fees have been properly assessed to the borrower and no claims will
arise
as to broker fees that are double charged and for which the borrower would
be
entitled to reimbursement;
li) With
respect to any Mortgage Loan as to which an affidavit has been delivered
to the
Purchaser certifying that the original Mortgage Note has been lost or destroyed
and not been replaced, if such Mortgage Loan is subsequently in default,
the
enforcement of such Mortgage Loan will not be materially adversely affected
by
the absence of the original Mortgage Note;
lii) There
is
no pending action or proceeding directly involving the Mortgaged Property
in
which compliance with any environmental law, rule or regulation is an issue.
There is no violation of any environmental law, rule or regulation with respect
to the Mortgaged Property; and Seller has not received any notice of any
environmental hazard on the Mortgaged Property and nothing further remains
to be
done to satisfy in full all requirements of each such law, rule or regulation
constituting a prerequisite to use and enjoyment of said property;
liii) With
respect to any Mortgage Loan which is a Texas Home Equity Loan, any and all
requirements of Section 50, Article XVI of the Texas Constitution applicable
to
Texas Home Equity Loans which were in effect at the time of the origination
of
the Mortgage Loan have been complied with;
liv) No
Mortgage Loan is secured by real property or secured by a manufactured home
located in the state of Georgia unless (x) such Mortgage Loan was originated
prior to October 1, 2002 or after March 6, 2003, or (y) the property securing
the Mortgage Loan is not, nor will be, occupied by the Mortgagor as the
Mortgagor’s principal dwelling. No Mortgage Loan is a “High Cost Home Loan” as
defined in the Georgia Fair Lending Act, as amended (the “Georgia Act”). Each
Mortgage Loan that is a “Home Loan” under the Georgia Act complies with all
applicable provisions of the Georgia Act. No Mortgage Loan secured by owner
occupied real property or an owner occupied manufactured home located in
the
State of Georgia was originated (or modified) on or after October 1, 2002
through and including March 6, 2003;
lv) No
Mortgage Loan is a “High Cost Loan” or “Covered Loan”, as applicable, as such
terms are defined in Appendix E of the then-current Standard & Poor’s
Levelsâ
Glossary;
lvi) No
Mortgage Loan is a Convertible Mortgage Loan;
lvii) For
each
Mortgage Loan, the servicer has fully furnished, in accordance with the Fair
Credit Reporting Act and its implementing regulations, accurate and complete
information (i.e.
favorable and unfavorable) on its borrowers’ credit files to Equifax, Experian
and Trans Union Credit Information Company (three of the credit repositories)
on
a monthly basis;
lviii) With
respect to each MOM Loan, a MIN has been assigned by MERS and such MIN is
accurately provided on the Mortgage Loan Schedule. The related Assignment
of
Mortgage to MERS has been duly and properly recorded, or has been delivered
for
recording to the applicable recording office;
lix) With
respect to each MOM Loan, Seller has not received any notice of liens or
legal
actions with respect to such Mortgage Loan and no such notices have been
electronically posted by MERS;
lx) No
Mortgage or Mortgage Note in connection with any Mortgage Loan originated
on or
after August 1, 2004 requires the Mortgagor to submit to arbitration to resolve
any dispute arising out of or relating in any ay to the Mortgage Loan;
and
lxi) [Reserved]
lxii) Each
Mortgage Loan is in compliance with the anti-predatory lending eligibility
for
purchase requirements of Xxxxxx Xxx and Xxxxxxx Mac; and
lxiii)
With
respect to each Buydown Mortgage Loan:
| a. |
On
or before the date of origination of such Mortgage Loan, the Seller
and
the Mortgagor, or the Seller, the Mortgagor and the seller of the
Mortgaged Property or a third party entered into a Buydown Agreement.
The
Buydown Agreement provides that the seller of the Mortgaged Property
(or
third party) shall deliver to the Seller temporary Buydown Funds
in an
amount equal to the aggregate undiscounted amount of payments that,
when
added to the amount the Mortgagor on such Mortgage Loan is obligated
to
pay on each Due Date in accordance with the terms of the Buydown
Agreement, is equal to the full scheduled Monthly Payment due on
such
Mortgage Loan. The Buydown Period shall not exceed thirty-six months
and
increases shall take place in 12 month intervals. The total annual
increase may not exceed 1%
|
| b. |
The
Mortgage and Mortgage Note reflect the permanent payment terms
rather than
the payment terms of the Buydown Agreement. The Buydown Agreement
provides
for the payment by the Mortgagor of the full amount of the Monthly
Payment
on any Due Date that the Buydown Funds are not available. The Buydown
Funds were not used to reduce the original principal balance of
the
Mortgage Loan or to increase the Appraised Value of the Mortgaged
Property
when calculating the Loan-to-Value Ratios for purposes of this
Agreement
and, if the Buydown Funds were provided by the Seller and if required
under the Underwriting Standards, the terms of the Buydown Agreement
were
disclosed to the appraiser of the Mortgaged Property;
and
|
| c. |
As
of the date of origination of the Mortgage Loan, the provisions
of the
related Buydown Agreement complied with the requirements of the
Seller as
set forth in the Underwriting Standards regarding buydown
agreements.
|
EXHIBIT
D
Representation
and Warranties with Respect to the Countrywide Mortgage Loans
Except
for “Mortgage Loans”, which shall mean the Countrywide Mortgage Loans sold by
the Seller to the Purchaser, all capitalized terms in this Exhibit D shall
have
the meanings ascribed to them in the Countrywide Purchase
Agreement.
(i)
Mortgage
Loan Schedule.
The
information contained in the Mortgage Loan Schedule is complete, true and
correct in all material respects;
(ii) No
Delinquencies or Advances.
All
payments required to be made prior to the related Cut-off Date for such Mortgage
Loan under the terms of the Mortgage Note have been made; Countrywide has
not
advanced funds, or induced, solicited or knowingly received any advance of
funds
from a party other than the owner of the Mortgaged Property subject to the
Mortgage, directly or indirectly, for the payment of any amount required
by the
Mortgage Loan; and there has been no delinquency of more than thirty (30)
days
in any payment by the Mortgagor thereunder during the last twelve (12)
months;
(iii) Taxes,
Assessments, Insurance Premiums and Other Charges.
There
are no delinquent taxes, ground rents, or insurance premiums, and Countrywide
has no knowledge of any delinquent water charges, sewer rents, assessments,
leasehold payments, including assessments payable in future installments
or
other outstanding charges affecting the related Mortgaged Property;
(iv) No
Modifications.
The
terms of the Mortgage Note and the Mortgage have not been impaired, waived,
altered or modified in any respect, except by written instruments that have
been
or will be recorded or registered with the MERS System, if necessary to protect
the interests of the Purchaser, and that have been or will be delivered to
the
Purchaser, all in accordance with this Agreement. The substance of any such
waiver, alteration or modification has been approved by the primary mortgage
guaranty insurer, if any, and by the title insurer, to the extent required
by
the related policy and its terms are reflected on the Mortgage Loan Schedule.
No
Mortgagor has been released, in whole or in part, except in connection with
an
assumption agreement approved by the primary mortgage insurer, if any, and
the
title insurer, to the extent required by the policy, and which assumption
agreement is part of the Collateral File and the terms of which are reflected
in
the Mortgage Loan Schedule if executed prior to the Closing Date;
(v) No
Defenses.
The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, nor will
the
operation of any of the terms of the Mortgage Note and the Mortgage, or the
exercise of any right thereunder, render the Mortgage unenforceable, in whole
or
in part, or subject to any right of rescission, set-off, counterclaim or
defense, including the defense of usury, and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect
thereto;
(vi) Hazard
and Flood Insurance.
All
buildings upon the Mortgaged Property are insured by an insurer acceptable
to an
Agency against loss by fire, hazards of extended coverage and such other
hazards
as are customary in the area where the Mortgaged Property is located, and
such
insurer is licensed to do business in the state where the Mortgaged Property
is
located. All such insurance policies contain a standard mortgagee clause
naming
Countrywide, its successors and assigns as mortgagee, and all premiums thereon
have been paid. If, upon the origination of the Mortgage Loan, the Mortgaged
Property was, or was subsequently deemed to be, in an area identified in
the
Federal Register by the Federal Emergency Management Agency as having special
flood hazards (and such flood insurance has been made available), a flood
insurance policy that meets the requirements of the current guidelines of
the
Federal Insurance Administration (or any successor thereto) and conforms
to the
requirements of an Agency is in effect. The Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor’s expense and, upon
the failure of the Mortgagor to do so, the holder of the Mortgage is authorized
to maintain such insurance at the Mortgagor’s expense and to seek reimbursement
(vii) Compliance
with Applicable Law.
Each
Mortgage Loan, including any Prepayment Charge or penalty in connection
therewith, at the time of origination complied in all material respects with
applicable local, state and federal laws, and any applicable ordinances,
including truth in lending, real estate settlement procedures, consumer credit
protection, equal credit opportunity, predatory and abusive lending and
disclosure laws applicable to the Mortgage Loan;
(viii) No
Release of Mortgage.
The
Mortgage has not been satisfied, canceled, subordinated, or rescinded, in
whole
or in part, and the Mortgaged Property has not been released from the lien
of
the Mortgage, in whole or in part, nor has any instrument been executed that
would effect any such release, cancellation, subordination or
rescission;
(ix) Enforceability
of Mortgage Documents.
The
Mortgage Note and the related Mortgage are genuine and each is the legal,
valid
and binding obligation of the maker thereof, enforceable in accordance with
its
terms, except as the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization or similar laws;
(x) Valid
First or Second Lien.
Each
related Mortgage is a valid, subsisting and enforceable First Lien (with
respect
to a First Lien Mortgage Loan) or Second Lien (with respect to a Second Lien
Mortgage Loan) on the related Mortgaged Property, including all improvements
on
the Mortgaged Property. The lien of the Mortgage is subject only
to:
(i) the
lien
of current real property taxes and assessments not yet due and
payable;
(ii) covenants,
conditions and restrictions, rights of way, easements and other matters of
public record as of the date of recording that are acceptable to mortgage
lending institutions generally and specifically referred to in the lender’s
title insurance policy delivered to the originator of the Mortgage Loan and
that
do not adversely affect the Appraised Value (as evidenced by an appraisal
referred to in such definition) of the Mortgaged Property set forth in such
appraisal;
(iii) with
respect to a Second Lien Mortgage Loan only, the lien of the first mortgage
on
the Mortgaged Property; and
(iv) other
matters to which like properties are commonly subject which do not materially
interfere with the benefits of the security intended to be provided by the
Mortgage or the use, enjoyment, value or marketability of the related Mortgaged
Property;
(xi) Disbursements
of Proceeds.
The
proceeds of the Mortgage Loan have been fully disbursed, and there is no
requirement for future advances thereunder, and any and all requirements
as to
completion of any on-site or off-site improvement and as to disbursements
of any
escrow funds therefore have been complied with. All costs, fees and expenses
incurred in making or closing the Mortgage Loan and recording the Mortgage
were
paid, and the Mortgagor is not entitled to any refund of any amounts paid
or due
under the Mortgage Note or Mortgage;
(xii) Sole
Owner.
Countrywide is the sole owner and holder of the Mortgage Loan. The Mortgage
Loan
is not assigned or pledged, and Countrywide has good and marketable title
thereto, and has full right to transfer and sell the Mortgage Loan to the
Purchaser free and clear of any encumbrance, equity, lien, pledge, charge,
claim
or security interest and has full right and authority subject to no interest
or
participation of, or agreement with, any other party, to sell and assign
each
Mortgage Loan pursuant to the terms of this Agreement;
(xiii) Title
Insurance.
Each
Mortgage Loan that is a First Lien Mortgage Loan and each Mortgage Loan that
is
a Second Lien Mortgage Loan with an original principal balance greater than
$100,000, in either case, is covered by a lender’s title insurance policy
acceptable to an Agency, issued by a title insurer acceptable to an Agency
and
qualified to do business in the jurisdiction where the related Mortgaged
Property is located, insuring (subject to the exceptions contained in Section
3.02(j)(i), (ii) and (iii) above) Countrywide, its successors and assigns
as to
the first or second priority lien of the Mortgage, as applicable. Additionally,
such lender’s title insurance policy affirmatively insures ingress and egress,
and against encroachments by or upon the Mortgaged Property or any interest
therein. With respect to any Adjustable Rate Mortgage Loan, such title insurance
policy insures against any loss by reason of the invalidity or unenforceability
of the lien resulting from the provisions of the Mortgage Note providing
for
adjustment of the Mortgage Interest Rate and Monthly Payment. Countrywide
is the
sole insured of such lender’s title insurance policy, and such lender’s title
insurance policy is in full force and effect and will be in full force and
effect upon the consummation of the transactions contemplated by this Agreement.
No claims have been made under such lender’s title insurance policy, and no
prior holder of the related Mortgage, including Countrywide, has done, by
act or
omission, anything which would impair the coverage of such lender’s title
insurance policy;
(xiv) No
Default.
There
is no default, breach, violation or event of acceleration existing under
the
Mortgage or the Mortgage Note and no event which, with the passage of time
or
with notice and the expiration of any grace or cure period, would constitute
a
default, breach, violation or event of acceleration, and Countrywide has
not
waived any default, breach, violation or event of acceleration, and with
respect
to any Second Lien Mortgage Loan, Countrywide has not received a written
notice
of default of any senior mortgage loan related to the Mortgaged Property
which
has not been cured;
(xv) No
Mechanics’ Liens.
There
are no mechanics’ or similar liens or claims which have been filed for work,
labor or material (and no rights are outstanding that under law could give
rise
to such lien) affecting the related Mortgaged Property which are or may be
liens
prior to, or equal or coordinate with, the lien of the related
Mortgage;
(xvi) Origination,
Servicing and Collection Practices.
The
origination, servicing and collection practices used by Countrywide with
respect
to each Mortgage Note and Mortgage have been in all respects legal, proper,
prudent and customary in the mortgage origination and servicing business.
With
respect to escrow deposits and Escrow Payments, if any, all such payments
are in
the possession of, or under the control of, Countrywide and there exist no
deficiencies in connection therewith for which customary arrangements for
repayment thereof have not been made. No escrow deposits or Escrow Payments
or
other charges or payments due Countrywide have been capitalized under any
Mortgage or the related Mortgage Note. With respect to Adjustable Rate Mortgage
Loans, all Mortgage Interest Rate adjustments have been made in strict
compliance with state and federal law and the terms of the related Mortgage
Note. Any interest required to be paid pursuant to state and local law has
been
properly paid and credited;
(xvii) No
Condemnation or Damage.
The
Mortgaged Property is free of material damage and waste and there is no
proceeding pending for the total or partial condemnation thereof;
(xviii) Customary
and Enforceable Provisions.
The
Mortgage contains customary and enforceable provisions such as to render
the
rights and remedies of the holder thereof adequate for the realization against
the Mortgaged Property of the benefits of the security provided thereby
including (a) in the case of a Mortgage designated as a deed of trust, by
trustee’s sale, and (b) otherwise by judicial foreclosure;
(xix) Collateral.
The
Mortgage Note is not and has not been secured by any collateral except the
lien
of the corresponding Mortgage;
(xx) Appraisal.
Unless
the Mortgage Loan was underwritten pursuant to one of Countrywide’s streamline
documentation programs, the Credit File contains an appraisal of the related
Mortgaged Property signed prior to the approval of the Mortgage Loan application
by an appraiser who meets the minimum requisite qualifications of an Agency
for
appraisers, duly appointed by the originator, that had no interest, direct
or
indirect in the Mortgaged Property, and whose compensation is not affected
by
the approval or disapproval of the Mortgage Loan; the appraisal is in a form
acceptable to an Agency, with such riders as are acceptable to such Agency.
All
improvements which were considered in determining the Appraised Value of
the
related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property. Each
appraisal of the Mortgage Loan was made in accordance with the relevant
provisions of the Financial Institutions Reform, Recovery, and Enforcement
Act
of 1989;
(xxi) Trustee
for Deed of Trust.
In the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve as such, has been properly designated and currently
so
serves and is named in the Mortgage, and no fees or expenses are or will
become
payable by the Purchaser to the trustee under the deed of trust, except in
connection with a trustee’s sale after default by the Mortgagor;
(xxii) Private
Mortgage Insurance, FHA Insurance and VA Guarantees.
Each
Mortgage Loan, except a Second Lien Mortgage Loan or a Mortgage Loan
underwritten in accordance with sub-prime credit underwriting guidelines
(as any
such Mortgage Loans may be identified in the Mortgage Loan Schedule), with
an
LTV at origination in excess of eighty percent (80%) is and will be subject
to a
PMI Policy, which insures that portion of the Mortgage Loan over seventy-five
percent (75%) of the Appraised Value of the related Mortgaged Property. All
provisions of such PMI Policy have been and are being complied with, such
policy
is in full force and effect, and all premiums due thereunder have been paid.
Any
Mortgage subject to any such PMI Policy obligates the Mortgagor thereunder
to
maintain such insurance and to pay all premiums and charges in connection
therewith or, in the case of a lender paid mortgage insurance policy, the
premiums and charges are included in the Mortgage Interest Rate for the Mortgage
Loan. Each Government Mortgage Loan either has, or will have in due course,
a
valid and enforceable MIC or LGC, as applicable and, in each case, all premiums
due thereunder have been paid;
(xxiii) Lawfully
Occupied.
At
origination, to the best of Countrywide’s knowledge as of the Closing Date, the
Mortgaged Property is lawfully occupied under applicable law. All inspections,
licenses and certificates required to be made or issued with respect to all
occupied portions of the Mortgaged Property and, with respect to the use
and
occupancy of the same including certificates of occupancy, have been made
or
obtained from the appropriate authorities;
(xxiv) Assignment
of Mortgage.
Except
for the absence of recording information, the Assignment of Mortgage is in
recordable form and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located. The original Mortgage
was or is being recorded and, unless the Mortgage Loan is subject to the
MERS
System, all subsequent assignments of the original Mortgage (other than the
assignment to Purchaser) have been recorded in the appropriate jurisdiction
wherein such recordation is necessary to perfect the lien thereof against
creditors of Countrywide, or is in the process of being recorded;
(xxv) Consolidation
of Future Advances.
Any
future advances made to the Mortgagor prior to the Cut-off Date have been
consolidated with the outstanding principal amount secured by the Mortgage,
and
the secured principal amount, as consolidated, bears a single interest rate
and
single repayment term. The consolidated principal amount does not exceed
the
original principal amount of the Mortgage Loan;
(xxvi) Form
of Mortgage Note and Mortgage.
The
Mortgage Note and Mortgage are on forms acceptable to an Agency;
(xxvii) Section
32 Loans.
No
Mortgage Loan is (a) subject to the provisions of the Homeownership and Equity
Protection Act of 1994 as amended (“HOEPA”), (b) a “high cost” mortgage loan,
“high risk” mortgage loan; “covered” mortgage loan or “predatory” mortgage loan
or a similarly classified mortgage loan using different terminology under
a law
imposing heightened regulatory scrutiny or additional legal liability for
residential mortgage loans having high interest rates, points and /or fees,
no
matter how defined, under any federal, state or local law or ordinance,
including, without limitation, Section 6-L of the New York Banking Law or
(c)
subject to any comparable federal, state or local statutes or regulations,
including, without limitation, the provisions of the Georgia Fair Lending
Act or
any other statute or regulation providing assignee liability to holders of
such
mortgage loans;
(xxviii) Originator
Supervision.
The
Mortgage Loan was originated by Countrywide or by a savings bank, a commercial
bank or similar banking institution which is supervised and examined by a
federal or state authority, or by a mortgagee approved as such by the Secretary
of HUD;
(xxix) Foreclosure;
Bankruptcy.
The
Mortgaged Property has not been subject to any bankruptcy proceeding or
foreclosure proceeding and the Mortgagor has not filed for protection under
applicable bankruptcy laws. There is no homestead or other exemption available
to the Mortgagor which would interfere with the right to sell the Mortgaged
Property at a trustee’s sale or the right to foreclose the Mortgage. Countrywide
has no knowledge of any relief requested or allowed to the Mortgagor under
the
Soldiers and Sailors Civil Relief Act of 1940;
(xxx) Payment
Source; Buydown.
No
Mortgage contains provisions pursuant to which Monthly Payments are (a) paid
or
partially paid with funds deposited in any separate account established by
the
Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b) paid by
any
source other than the Mortgagor or (c) contains any other similar provisions
which may constitute a “buydown” provision. The Mortgage Loan is not a graduated
payment mortgage loan and the Mortgage Loan does not have a shared appreciation
or other contingent interest feature;
(xxxi) Construction;
Exchange.
No
Mortgage Loan was made solely in connection with (a) the construction or
rehabilitation of a Mortgaged Property or (b) facilitating the trade-in or
exchange of a Mortgaged Property.
(xxxii) Investment.
Countrywide has no knowledge of any circumstances or condition with respect
to
the Mortgage, the Mortgaged Property, the Mortgagor, or the Mortgagor’s credit
standing that can reasonably be expected to cause the Mortgage Loan to be
an
unacceptable investment, cause the Mortgage Loan to become delinquent, or
materially and adversely affect the value of the Mortgage Loan.
(xxxiii) Accrual
Method.
Interest on each Mortgage Loan is calculated on the basis of a 360-day year
consisting of twelve 30-day months; and
(xxxiv) Lending
Practices.
No
predatory, abusive or deceptive lending practices, including, but not limited
to, the extension of credit to the Mortgagor without regard for the Mortgagor’s
ability to repay the Mortgage Loan and the extension of credit to the Mortgagor
which has no apparent benefit to the Mortgagor, were employed by the originator
of the Mortgage Loan in connection with the origination of the Mortgage
Loan;
(xxxv) Prepayment
Charges.
Each
Prepayment Charge or penalty with respect to any Mortgage Loan is permissible,
enforceable and collectible under applicable federal, state and local
law;
(xxxvi) No
Adverse Selection.
The
Mortgage Loans were not selected from the outstanding one to four-family
mortgage loans in Countrywide’s portfolio at the related Closing Date as to
which the representations and warranties set forth in this Agreement could
be
made in a manner so as to affect adversely the interests of the
Purchaser;
(xxxvii) Due
on
Sale.
The
Mortgage contains an enforceable provision for the acceleration of the payment
of the unpaid principal balance of the Mortgage Loan in the event that the
Mortgaged Property is sold or transferred without the prior written consent
of
the Mortgagee thereunder;
(xxxviii) Legal
Capacity.
To
the
best of Countrywide’s knowledge, all parties to the Mortgage Note and the
Mortgage had legal capacity to enter into the Mortgage Loan and to execute
and
deliver the Mortgage Note and the Mortgage, and the Mortgage Note and the
Mortgage have been duly and properly executed by such parties. The Mortgagor
is
a natural person;
(xxxix) Doing
Business.
Countrywide
is, and to the best of Countrywide’s knowledge, all parties which have had any
interest in the Mortgage Loan, whether as mortgagee, assignee,
(xl) Interest
Rates; Amortization.
Except
for a Mortgage Loan, the Monthly Payment of which consists of interest only
for
a specified period of time (and which Mortgage Loan is identified on the
Mortgage Loan Schedule), principal payments on the Mortgage Loan commenced
no
more than sixty days after the proceeds of the Mortgage Loan were disbursed.
The
Mortgage Loan bears interest at the Mortgage Interest Rate. With respect
to each
Mortgage Loan other than an interest-only Mortgage Loan or Balloon Mortgage
Loan, the Mortgage Note is payable on the first day of each month in Monthly
Payments, which, in the case of a Fixed Rate Mortgage Loan, is sufficient
to
fully amortize the original principal balance over the original term thereof
and
to pay interest at the related Mortgage Interest Rate, and, in the case of
an
Adjustable Rate Mortgage Loan, is changed on each Adjustment Date and is
sufficient to fully amortize the original principal balance over the original
term thereof and to pay interest at the related Mortgage Interest Rate. With
respect to each Mortgage Loan identified on the Mortgage Loan Schedule as
an
interest-only Mortgage Loan, the interest-only period shall not exceed the
period specified on the Mortgage Loan Schedule and, following the expiration
of
such interest-only period, the remaining Monthly Payments shall be sufficient
to
fully amortize the original principal balance over the remaining term of
the
Mortgage Loan. With respect to each Balloon Mortgage Loan, the Mortgage Note
requires Monthly Payments sufficient to fully amortize the original principal
balance over the original term thereof and to pay interest at the related
Mortgage Interest Rate but requires a final Monthly Payment which is
substantially greater than the penultimate Monthly Payment and sufficient
to
repay the remaining unpaid principal balance of the Balloon Mortgage Loan
on the
Due Date of such final Monthly Payment;
(xli) Underwriting
Standards.
The
Mortgage Loan was underwritten in accordance with the underwriting standards
of
Countrywide in effect at the time the Mortgage Loan was originated;
(xlii) Disclosures.
The
Mortgagor has received all disclosure materials required by applicable law
with
respect to the making of fixed rate mortgage loans in the case of Fixed Rate
Mortgage Loans, and adjustable rate mortgage loans in the case of Adjustable
Rate Mortgage Loans and rescission materials with respect to Refinanced Mortgage
Loans, and such statement is and will remain in the Mortgage File;
(xliii) No
Fraud.
No
error,
omission, misrepresentation, fraud or similar occurrence with respect to
a
Mortgage Loan has taken place on the part of Countrywide or, to the best
of
Countrywide’s knowledge, any other person, including without limitation the
Mortgagor, any appraiser, any builder or developer, or any other party involved
in the origination of the Mortgage Loan or in the application of any insurance
in relation to such Mortgage Loan;
(xliv) Condominiums;
Planned Unit Developments.
If
the
Residential Dwelling on the Mortgaged Property is a condominium unit or a
unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project meets the eligibility
requirements of FNMA and FHLMC;
(xlv) No
Credit Life.
No
Mortgagor was required to purchase any credit life, disability, accident
or
health insurance product as a condition of obtaining the extension of credit.
No
proceeds from any Mortgage Loan were used to purchase single premium credit
insurance policies as a condition to closing such Mortgage Loan;
(xlvi) Disclosure
of Fees and Charges.
All
fees and charges (including finance charges), whether or not financed, assessed,
collected or to be collected in connection with the origination and servicing
of
a Mortgage Loan, have been disclosed in writing to the Mortgagor in accordance
with applicable state and federal law and regulation;
(xlvii) Compliance
with Consumer Credit Statutes.
The
Mortgage Loan complies with all applicable consumer credit statutes and
regulations, including, without limitation, the respective Uniform Consumer
Credit Code laws in effect in Colorado, Idaho, Indiana, Iowa, Kansas, Maine,
Oklahoma, South Carolina, Utah and Wyoming, has been originated by a properly
licensed entity, and in all other respects, complies with all of the material
requirements of any such applicable laws;
(xlviii) No
Coops, Commercial Property or Mobile Homes.
No
Mortgage Loan is secured by cooperative housing, commercial property or mixed
use property, and no Mortgage Loan is a manufactured or mobile
home;
(xlix) Fair
Credit Reporting.
Countrywide has fully furnished and will continue to furnish, in accordance
with
the Fair Credit Reporting Act and its implementing regulations (the “FCRA”),
accurate and complete information (i.e., favorable and unfavorable) on its
Mortgagor credit files to Equifax, Experian, and Trans Union Credit Information
Company (three of the credit repositories), on a monthly basis, and will
fully
furnish, in accordance with the FCRA, accurate and complete information (i.e.,
favorable and unfavorable) on its mortgagor credit files to Equifax, Experian,
and Trans Union Credit Information Company, on a monthly basis;
(l) Privacy.
With
regard to each Mortgagor, Countrywide shall at all times comply with all
laws
and regulations regarding use, disclosure and safeguarding of any and all
customer information, including without limitation the Gramm Xxxxx Xxxxxx
Act,
the Fair Credit Reporting Act and Regulation P. Countrywide has implemented
or
will implement appropriate measures designed to meet the objectives of the
Interagency Guidelines Establishing Standards for Safeguarding Customer
Information, 12 CFR Part 30 Appendix B, and has been and continues to be
engaged
in reviewing its information security program, training of staff, and testing
of
controls, systems and procedures as required by those guidelines;
(li) Anti-Money
Laundering Laws.
Countrywide has complied with all applicable anti-money laundering laws and
regulations, including without limitation the USA Patriot Act of 2001
(collectively, the “Anti-Money Laundering Laws”); Countrywide has established an
anti-money laundering compliance program as required by the Anti-Money
Laundering Laws, has conducted the requisite due diligence in connection
with
the origination of each Mortgage Loan for purposes of the Anti-Money Laundering
Laws, including with respect to the legitimacy of the applicable Mortgagor
and
the origin of the assets used by the said Mortgagor to purchase the property
in
question, and maintains, and will maintain, sufficient information to identify
the applicable Mortgagor for purposes of the Anti-Money Laundering
Laws;
(lii) OFAC.
No
Mortgage Loan is subject to nullification pursuant to Executive Order 13224,
an
no Mortgagor is subject to the provisions of such Executive Order;
(liii) MOM
Loans; Assignments.
With
respect to each MOM Loan, a MIN has been assigned by MERS and such MIN is
accurately provided on the Mortgage Loan Schedule. The related Assignment
of
Mortgage to MERS has been duly and properly recorded, or has been delivered
for
recording to the applicable recording office;
(liv) MOM
Loans; No Notices of Liens.
With
respect to each MOM Loan, Countrywide has not received any notice of liens
or
legal actions with respect to such Mortgage Loan and no such notices have
been
electronically posted by MERS;
(lv) The
Mortgage Note (or lost note affidavit with market standard indemnification),
the
Mortgage, the assignment of Mortgage and any other documents required to
be
delivered with respect to each Mortgage Loan have been delivered to the
Purchaser all in compliance with the specific requirements of this Agreement.
With respect to each Mortgage Loan, Countrywide is in possession of a complete
Credit File except for such documents as have been delivered to the Purchaser
or
as otherwise permitted under this Agreement. No more than 2% of the related
Mortgage Loan Package may consist of lost note affidavits in lieu of Mortgage
Notes; and
(lvi) Immediately
prior to the payment of the Purchase Price for each Mortgage Loan, Countrywide
was the owner of the related Mortgage and the indebtedness evidenced by the
related Mortgage Note and upon the payment of the Purchase Price by the
Purchaser, in the event that Countrywide or one of its affiliates retains
record
title, Countrywide or such affiliate shall retain such record title to each
Mortgage, each related Mortgage Note and the related Mortgage Files with
respect
thereto in trust for the Purchaser as the owner thereof and only for the
purpose
of servicing and supervising or facilitating the servicing of each Mortgage
Loan.
EXHIBIT
E
Representation
and Warranties with Respect to the Equity Now Mortgage Loans
Except
for “Mortgage Loans”, which shall mean the Equity Now Mortgage Loans sold by the
Seller to the Purchaser, all capitalized terms in this Exhibit E shall have
the
meanings ascribed to them in the Equity Now Purchase Agreement.
(i) Mortgage
Loans as Described.
The
information set forth in the related Mortgage Loan Schedule and the Mortgage
Loan data delivered to the Purchaser in the Data File is complete, true and
correct. The Mortgage Loan is in compliance with all requirements set forth
in
the related Confirmation, and the characteristics of the related Mortgage
Loan
Package as set forth in the related Confirmation are true and
correct;
(ii) Payments
Current.
All
payments required to be made up to the close of business on the Closing Date
for
such Mortgage Loan under the terms of the Mortgage Note have been made; the
Seller has not advanced funds, or induced, solicited or knowingly received
any
advance of funds from a party other than the owner of the related Mortgaged
Property, directly or indirectly, for the payment of any amount required
by the
Mortgage Note or Mortgage. There has been no delinquency, exclusive of any
period of grace, in any payment by the Mortgagor thereunder since the
origination of the Mortgage Loan and, if the Mortgage Loan is a Cooperative
Loan, no foreclosure action or private or public sale under the Uniform
Commercial Code has ever been commenced, or to Seller’s knowledge, threatened,
with respect to the Cooperative Loan;
(iii) No
Outstanding Charges.
There
are no delinquent taxes, ground rents, water charges, sewer rents, assessments,
insurance premiums, leasehold payments, including assessments payable in
future
installments or other outstanding charges affecting the related Mortgaged
Property;
(iv) Location
and Type of Mortgaged Property.
The
Mortgaged Property is located in the state identified in the related Mortgage
Loan Schedule and is improved by a Residential Dwelling. With respect to
any
Cooperative Loan, the Project is located in the state identified on the Mortgage
Loan Schedule;
(v) Original
Terms Unmodified.
The
terms of the Mortgage Note and (x) with respect to each Mortgage Loan that
is
not a Cooperative Loan, the Mortgage, and (y) with respect to each Cooperative
Loan, the Pledge Agreement, the Proprietary Lease, and the Pledge Instruments,
have not been impaired, waived, altered or modified in any respect, except
by
written instruments, recorded in the applicable public recording office or
registered with the MERS System if necessary to maintain the lien priority
of
the Mortgage, and which have been delivered to the Purchaser; the substance
of
any such waiver, alteration or modification has been approved by the insurer
under the Primary Insurance Policy or LPMI Policy, if any, and the title
insurer, to the extent required by the related policy, and is reflected on
the
related Mortgage Loan Schedule. No instrument of waiver, alteration or
modification has been executed, and no Mortgagor has been released, in whole
or
in part, except in connection with an assumption agreement approved by the
insurer under the Primary Insurance Policy or LPMI Policy, if any, the title
insurer, to the extent required by the policy, and which assumption agreement
has been delivered to the Purchaser and the terms of which are reflected
in the
related Mortgage Loan Schedule; the Financing Statements with respect to
each
Cooperative Loan are in full force and effect;
(vi) No
Defenses.
The
Mortgage Note and with respect to each Mortgage Loan which is not a Cooperative
Loan, the Mortgage and, with respect to each Cooperative Loan, the Pledge
Agreement, are not subject to any right of rescission, set off, counterclaim
or
defense, including the defense of usury, nor will the operation of any of
the
terms of the Mortgage Note and/or the Mortgage, or the exercise of any right
thereunder, render the Mortgage unenforceable, in whole or in part, or subject
to any right of rescission, set off, counterclaim or defense, including the
defense of usury and no such right of rescission, set off, counterclaim or
defense has been asserted with respect thereto;
(vii) Conformance
with Underwriting Guidelines and Agency Standards.
The
Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
of
the Seller in effect at the time the Mortgage Loan was originated; and the
Mortgage Note and Mortgage are on forms acceptable to FNMA and
FHLMC;
(viii) Hazard
Insurance.
All
buildings upon the Mortgaged Property and with respect to any Cooperative
Loan,
the related Project and Cooperative Apartment, are insured by an insurer
acceptable to FNMA and FHLMC against loss by fire, hazards of extended coverage
and such other hazards as are customary in the area where the Mortgaged Property
is located, in an amount not less than the lesser of (i) 100% of the replacement
cost of all improvements to the Mortgaged Property and (ii) either (A) the
outstanding principal balance of the Mortgage Loan with respect to each first
lien Mortgage Loan or (B) with respect to each second lien Mortgage Loan,
the
sum of the outstanding principal balance of the related first lien mortgage
loan
and the outstanding principal balance of the second lien Mortgage Loan;
provided, however, in no event shall the amount of insurance be less than
the
amount necessary to avoid the operation of any co-insurance provisions with
respect to the Mortgaged Property. All such insurance policies contain a
standard mortgagee clause naming the Seller, its successors and assigns as
mortgagee and all premiums thereon have been paid. If the Mortgaged Property
is
in an area identified on a Flood Hazard Map or Flood Insurance Rate Map issued
by the Federal Emergency Management Agency as having special flood hazards
(and
such flood insurance has been made available) a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance
Administration is in effect which policy conforms to the requirements of
FNMA
and FHLMC. The Mortgage obligates the Mortgagor thereunder to maintain all
such
insurance at the Mortgagor’s cost and expense, and on the Mortgagor’s failure to
do so, authorizes the holder of the Mortgage to maintain such insurance at
Mortgagor’s cost and expense and to seek reimbursement therefor from the
Mortgagor;
(ix) Compliance
with Applicable Laws.
Any and
all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity, fair housing, disclosure laws
or
all predatory and abusive lending laws applicable to the origination and
servicing of mortgage loans of a type similar to the Mortgage Loans have
been
complied with and the consummation of the transactions contemplated hereby
will
not involve the violation of any such laws, and the Seller shall maintain
in its
possession, available for the inspection of the Purchaser or its designee,
and
shall deliver to the Purchaser or its designee, upon two Business Days’ request,
evidence of compliance with such requirements;
(x) No
Satisfaction of Mortgage.
The
Mortgage has not been satisfied, cancelled, subordinated or rescinded, in
whole
or in part, and the Mortgaged Property has not been released from the lien
of
the Mortgage, in whole or in part, nor has any instrument been executed that
would effect any such satisfaction, cancellation, subordination, rescission
or
release;
(xi) Valid
Lien.
The
related Mortgage is properly recorded and the Mortgage and, with respect
to
Cooperative Loans, including the Proprietary Lease and the Cooperative Shares,
is a valid, existing and enforceable (A) first lien and first priority security
interest with respect to each Mortgage Loan which is indicated by the Seller
to
be a First Lien (as reflected on the Mortgage Loan Schedule), or (B) second
lien
and second priority security interest with respect to each Mortgage Loan
which
is indicated by the Seller to be a Second Lien (as reflected on the Mortgage
Loan Schedule), in either case, on the Mortgaged Property, including all
improvements on the Mortgaged Property subject only to (a) the lien of current
real property taxes and assessments not yet due and payable, (b) covenants,
conditions and restrictions, rights of way, easements and other matters of
the
public record as of the date of recording being acceptable to mortgage lending
institutions generally and specifically referred to in the lender’s title
insurance policy delivered to the originator of the Mortgage Loan and which
do
not adversely affect the Appraised Value of the Mortgaged Property, (c) other
matters to which like properties are commonly subject which do not materially
interfere with the benefits of the security intended to be provided by the
Mortgage or the use, enjoyment, value or marketability of the related Mortgaged
Property and (d) with respect to each Mortgage Loan which is indicated by
the
Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan
Schedule) a First Lien on the Mortgaged Property. Any security agreement,
chattel mortgage or equivalent document related to and delivered in connection
with the Mortgage Loan establishes and creates a valid, existing and enforceable
(A) first lien and first priority security interest with respect to each
Mortgage Loan which is indicated by the Seller to be a First Lien (as reflected
on the Mortgage Loan Schedule) or (B) second lien and second priority security
interest with respect to each Mortgage Loan which is indicated by the Seller
to
be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule),
in
either case, on the property described therein and the Seller has full right
to
sell and assign the same to the Purchaser. The Mortgaged Property was not,
as of
the date of origination of the Mortgage Loan, subject to a mortgage, deed
of
trust, deed to secure debt or other security instrument creating a lien
subordinate to the lien of the Mortgage;
(xii) Validity
of Mortgage Loan Documents.
The
Mortgage Note and (x) with respect to each Mortgage Loan, the related Mortgage
and (y) with respect to each Cooperative Loan, the Pledge Agreement are genuine
and each is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms;
(xiii) Legal
Capacity.
All
parties to the Mortgage Note and (x) with respect to each Mortgage Loan,
the
related Mortgage and (y) with respect to each Cooperative Loan, the Pledge
Agreement and the Mortgage, had legal capacity to enter into the Mortgage
Loan
and to execute and deliver the Mortgage Note and the Mortgage or Pledge
Agreement, and the Mortgage Note and the Mortgage or Pledge Agreement have
been
duly and properly executed by such parties. The Mortgagor is a natural
person;
(xiv) Full
Disbursement of Proceeds.
The
proceeds of the Mortgage Loan have been fully disbursed to or for the account
of
the Mortgagor and there is no obligation for the Mortgagee to advance additional
funds thereunder and any and all requirements as to completion of any on-site
or
off-site improvement and as to disbursements of any escrow funds therefor
have
been complied with. All costs, fees and expenses incurred in making or closing
the Mortgage Loan and the recording of the Mortgage have been paid, and the
Mortgagor is not entitled to any refund of any amounts paid or due to the
Mortgagee pursuant to the Mortgage Note or Mortgage;
(xv) Ownership.
The
Seller is the sole legal, beneficial and equitable owner of the Mortgage
Note
and with respect to any Mortgage Loan which is not a Cooperative Loan, the
Mortgage and with respect to any Mortgage Loan which is a Cooperative, the
Pledge Agreement. The Seller has full right and authority under all governmental
and regulatory bodies having jurisdiction over such Seller, subject to no
interest or participation of, or agreement with, any party, to transfer and
sell
the Mortgage Loan to the Purchaser pursuant to this Agreement free and clear
of
any encumbrance or right of others, equity, lien, pledge, charge, mortgage,
claim, participation interest or security interest of any nature (collectively,
a “Lien”); and immediately upon the transfers and assignments herein
contemplated, the Seller shall have transferred and sold all of its right,
title
and interest in and to each Mortgage Loan and the Purchaser will hold good,
marketable and indefeasible title to, and be the owner of, each Mortgage
Loan
subject to no Lien;
(xvi) Doing
Business.
All
parties which have had any interest in the Mortgage Loan, whether as originator,
mortgagee, assignee, pledgee or otherwise, are (or, during the period in
which
they held and disposed of such interest, were): (A) organized under the laws
of
such state, or (B) qualified to do business in such state, or (C) federal
savings and loan associations or national banks having principal offices
in such
state, or (D) not doing business in such state so as to require qualification
or
licensing, or (E) not otherwise required to be licensed in such state. All
parties which have had any interest in the Mortgage Loan were in compliance
with
any and all applicable “doing business” and licensing requirements of the laws
of the state wherein the Mortgaged Property is located or were not required
to
be licensed in such state;
(xvii) Title
Insurance.
The
Mortgage Loan is covered by an American Land Title Association (“ALTA”) ALTA
lender’s title insurance policy acceptable to FNMA and FHLMC (which, in the case
of an Adjustable Rate Mortgage Loan has an adjustable rate mortgage endorsement
in the form of ALTA 6.0 or 6.1), issued by a title insurer acceptable to
FNMA
and FHLMC and qualified to do business in the jurisdiction where the Mortgaged
Property is located, insuring (subject to the exceptions contained above
in
(xi)(a) and (b) and, with respect to each Mortgage Loan which is indicated
by
the Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage
Loan
Schedule) clause (d)) the Seller, its successors and assigns as to the first
priority lien of the Mortgage in the original principal amount of the Mortgage
Loan and, with respect to any Adjustable Rate Mortgage Loan, against any
loss by
reason of the invalidity or unenforceability of the lien resulting from the
provisions of the Mortgage providing for adjustment in the Mortgage Interest
Rate and Monthly Payment. Additionally, such lender’s title insurance policy
affirmatively insures ingress and egress to and from the Mortgaged Property,
and
against encroachments by or upon the Mortgaged Property or any interest therein.
The Seller is the sole insured of such lender’s title insurance policy, and such
lender’s title insurance policy is in full force and effect and will be in full
force and effect upon the consummation of the transactions contemplated by
this
Agreement. No claims have been made under such lender’s title insurance policy,
and no prior holder of the related Mortgage, including the Seller, has done,
by
act or omission, anything which would impair the coverage of such lender’s title
insurance policy;
(xviii) No
Defaults.
There
is no default, breach, violation or event of acceleration existing under
the
Mortgage or the Mortgage Note and no event which, with the passage of time
or
with notice and the expiration of any grace or cure period, would constitute
a
default, breach, violation or event of acceleration, and the Seller has not
waived any default, breach, violation or event of acceleration. With respect
to
each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
Loan (as reflected on the Mortgage Loan Schedule) (i) the First Lien is in
full
force and effect, (ii) there is no default, breach, violation or event of
acceleration existing under such First Lien mortgage or the related mortgage
note, (iii) no event which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a default, breach,
violation or event of acceleration thereunder, and either (A) the First Lien
mortgage contains a provision which allows or (B) applicable law requires,
the
mortgagee under the Second Lien Mortgage Loan to receive notice of, and affords
such mortgagee an opportunity to cure any default by payment in full or
otherwise under the First Lien mortgage;
(xix) No
Mechanics’ Liens.
There
are no mechanics’ or similar liens or claims which have been filed for work,
labor or material (and no rights are outstanding that under law could give
rise
to such lien) affecting the related Mortgaged Property which are or may be
liens
prior to, or equal or coordinate with, the lien of the related
Mortgage;
(xx) Origination.
The
Mortgage Loan was originated by the Seller or by a savings and loan association,
a savings bank, a commercial bank or similar banking institution which is
supervised and examined by a federal or state authority, or by a mortgagee
approved as such by the Secretary of HUD;
(xxi) Payment
Terms.
Payments on the Mortgage Loan shall commence (with respect to any newly
originated Mortgage Loans) or commenced no more than sixty days after the
proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears interest
at the Mortgage Interest Rate. With respect to each Mortgage Loan, the Mortgage
Note is payable on the first day of each month in Monthly Payments, which,
(A)
in the case of a Fixed Rate Mortgage Loan, are sufficient to fully amortize
the
original principal balance over the original term thereof (other than with
respect to a Mortgage Loan identified on the related Mortgage Loan Schedule
as
an interest-only Mortgage Loan during the interest-only period) and to pay
interest at the related Mortgage Interest Rate, and (B) in the case of an
Adjustable Rate Mortgage Loan, are changed on each Adjustment Date, and in
any
case, are sufficient to fully amortize the original principal balance over
the
original term thereof and to pay interest at the related Mortgage Interest
Rate.
The Index for each Adjustable Rate Mortgage Loan is as defined in the related
Mortgage Loan Schedule. With respect to each Mortgage Loan identified on
the
Mortgage Loan Schedule as an interest-only Mortgage Loan, the interest-only
period shall not exceed the period specified on the Mortgage Loan Schedule
and
following the expiration of such interest-only period, the remaining Monthly
Payments shall be sufficient to fully amortize the original principal balance
over the remaining term of the Mortgage Loan. The Mortgage Note does not
permit
negative amortization. No Mortgage Loan had an original term to maturity
of more
than thirty (30) years;
(xxii) Origination
and Collection Practices; Escrow Deposits.
The
origination, servicing and collection practices used by the Seller with respect
to each Mortgage Note and Mortgage, including without limitation the
establishment, maintenance and servicing of the Escrow Accounts and Escrow
Payments, if any, since origination have been in all respects legal, proper,
prudent and customary in the mortgage origination and servicing industry.
The
Mortgage Loan has been serviced by the Seller and any predecessor servicer
in
accordance with all applicable laws, rules and regulations, the terms of
the
Mortgage Note and Mortgage, and the FNMA and FHLMC servicing guides. With
respect to escrow deposits and Escrow Payments (other than with respect to
each
Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
Loan
and for which the mortgagee under the First Lien is collecting Escrow Payments
(as reflected on the Mortgage Loan Schedule)), if any, all such payments
are in
the possession of, or under the control of, the Seller and there exist no
deficiencies in connection therewith for which customary arrangements for
repayment thereof have not been made. No escrow deposits or Escrow Payments
or
other charges or payments due the Seller have been capitalized under any
Mortgage or the related Mortgage Note and no such escrow deposits or Escrow
Payments are being held by the Seller for any work on a Mortgaged Property
which
has not been completed;
(xxiii) Mortgaged
Property Undamaged.
The
Mortgaged Property (and with respect to any Cooperative Loan, the Cooperative
Apartment and related Project) is free of damage and waste and is in good
repair, and there is no proceeding pending or threatened for the total or
partial condemnation thereof nor is such a proceeding currently
occurring;
(xxiv) Customary
Provisions.
The
Mortgage and related Mortgage Note contain customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (a) in the case of a Mortgage designated as
a deed
of trust, by trustee’s sale, and (b) otherwise by judicial foreclosure. The
Mortgaged Property has not been subject to any bankruptcy proceeding or
foreclosure proceeding and the Mortgagor has not filed for protection under
applicable bankruptcy laws. There is no homestead or other exemption available
to the Mortgagor which would interfere with the right to sell the Mortgaged
Property at a trustee’s sale or the right to foreclose the Mortgage; The
Mortgagor has not notified the Seller and the Seller has no knowledge of
any
relief requested or allowed to the Mortgagor under the Servicemembers Civil
Relief Act;
(xxv) Appraisal.
Unless
otherwise set forth on the Mortgage Loan Schedule, the Mortgage File contains
an
appraisal of the related Mortgaged Property which, (a) with respect to First
Lien Mortgage Loans, was on appraisal form 1004 or form 2055 with an interior
inspection, or (b) with respect to Second Lien Mortgage Loans, was on appraisal
form 704, 2065 or 2055 with an exterior only inspection, and (c) with respect
to
(a) or (b) above, was made and signed, prior to the approval of the Mortgage
Loan application, by a qualified appraiser, duly appointed by the Seller,
who
had no interest, direct or indirect in the Mortgaged Property or in any loan
made on the security thereof, whose compensation is not affected by the approval
or disapproval of the Mortgage Loan and who met the minimum qualifications
of
FNMA and FHLMC. Each appraisal of the Mortgage Loan was made in accordance
with
the relevant provisions of the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989;
(xxvi) Deeds
of Trust.
In the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve as such, has been properly designated and currently
so
serves and is named in the Mortgage, and no fees or expenses are or will
become
payable by the Purchaser to the trustee under the deed of trust, except in
connection with a trustee’s sale after default by the Mortgagor;
(xxvii) Construction
or Rehabilitation of Mortgaged Property.
No
Mortgage Loan was made in connection with (a) the construction or rehabilitation
of a Mortgaged Property or (b) facilitating the trade-in or exchange of a
Mortgaged Property;
(xxviii) LTV;
CLTV.
The
Loan-to-Value Ratio of any Mortgage Loan at origination was not more than
95%
and the CLTV of any Mortgage Loan at origination was not more than 100%.
Each
Prime/Alt-A Mortgage Loan with an original Loan-to-Value Ratio at origination
greater than 80% is and will be subject to a Primary Insurance Policy, issued
by
a Qualified Insurer, which insures that portion of the Mortgage Loan in excess
of the portion of the Appraised Value of the Mortgaged Property as required
by
FNMA. All provisions of such Primary Insurance Policy have been and are being
complied with, such policy is in full force and effect, and all premiums
due
thereunder have been paid. Any Mortgage subject to any such Primary Insurance
Policy obligates the Mortgagor thereunder to maintain such insurance and
to pay
all premiums and charges in connection therewith. The Mortgage Interest Rate
for
the Mortgage Loan does not include any such insurance premium. If a Mortgage
Loan is identified on the Mortgage Loan Schedule as subject to a Lender Paid
Mortgage Insurance Policy, such policy insures that portion of the Mortgage
Loan
set forth in the LPMI Policy. All provisions of any such LPMI Policy have
been
and are being complied with, such policy is in full force and effect, and
all
premiums due thereunder have been paid. The Mortgage Interest Rate for the
Prime/Alt-A Mortgage Loan does not include the insurance premium for any
LPMI
Policy;
(xxix) Occupancy
of the Mortgaged Property.
To the
best of the Seller’s knowledge, the Mortgaged Property is lawfully occupied
under applicable law; all inspections, licenses and certificates required
to be
made or issued with respect to all occupied portions of the Mortgaged Property
and, with respect to the use and occupancy of the same, including but not
limited to certificates of occupancy and fire underwriting certificates,
have
been made or obtained from the appropriate authorities. No improvement located
on or being part of any Mortgaged Property is in violation of any applicable
zoning and subdivision law, ordinance or regulation;
(xxx) No
Error, Omission, Fraud etc.
To the
best of the Seller’s knowledge, no error, omission, misrepresentation,
negligence, fraud or similar occurrence with respect to a Mortgage Loan has
taken place on the part of any person, including without limitation the
Mortgagor, any appraiser, any builder or developer, or any other party involved
in the origination of the Mortgage Loan or in the application of any insurance
in relation to such Mortgage Loan;
(xxxi) Consolidation
of Advances; Lien Priority.
Any
principal advances made to the Mortgagor prior to the Cut-off Date have been
consolidated with the outstanding principal amount secured by the Mortgage,
and
the secured principal amount, as consolidated, bears a single interest rate
and
single repayment term reflected on the Mortgage Loan Schedule. The lien of
the
Mortgage securing the consolidated principal amount is expressly insured
as
having (A) first lien priority with respect to each Mortgage Loan which is
indicated by the Seller to be a First Lien (as reflected on the Mortgage
Loan
Schedule), or (B) second lien priority with respect to each Mortgage Loan
which
is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected
on
the Mortgage Loan Schedule), in either case, by a title insurance policy,
an
endorsement to the policy insuring the mortgagee’s consolidated interest or by
other title evidence acceptable to FNMA and FHLMC. The consolidated principal
amount does not exceed the original principal amount of the Mortgage
Loan;
(xxxii) Environmental
Matters.
To the
best of the Seller’s knowledge, the Mortgaged Property is in material compliance
with all applicable environmental laws pertaining to environmental hazards
including, without limitation, asbestos, and neither the Seller nor, to the
Seller’s knowledge, the related Mortgagor, has received any notice of any
violation or potential violation of such law;
(xxxiii) HOEPA.
No
Mortgage Loan is (a) subject to the provisions of the Homeownership and Equity
Protection Act of 1994, as amended (“HOEPA”), (b) a “high cost”, “covered”,
“abusive”, “predatory”, “home loan”, “Section 10” or “high risk” mortgage loan
(or a similarly designated loan using different terminology) under any federal,
state or local law, or any other statute or regulation providing assignee
liability to holders of such mortgage loans, or (c) subject to or in violation
of any such or comparable federal, state or local statutes or regulations.
No
Mortgage Loan is a high cost loan or a covered loan, as applicable (as such
terms are defined in the Standard & Poor’s LEVELS Version 5.6 Glossary
Revised, Appendix E as of the related Closing Date).
(xxxiv) Due-On-Sale.
Each
Mortgage contains an enforceable provision for the acceleration of the payment
of the unpaid principal balance of the related Mortgage Loan in the event
the
related Mortgaged Property is sold or transferred without the prior consent
of
the mortgagee thereunder;
(xxxv) Second
Liens.
With
respect to each Mortgage Loan which is a Second Lien, (i) the related First
Lien
does not provide for negative amortization, and (ii) either no consent for
the
Mortgage Loan is required by the holder of the First Lien or such consent
has
been obtained and is contained in the Mortgage File;
(xxxvi) Prepayment
Charges in Mortgage Loan Documents.
The
Mortgage Loan Documents with respect to each Mortgage Loan subject to Prepayment
Charges specifically authorizes such Prepayment Charges to be collected,
such
Prepayment Charges are permissible and enforceable in accordance with the
terms
of the related Mortgage Loan Documents and all applicable federal, state
and
local laws (except to the extent that the enforceability thereof may be limited
by bankruptcy, insolvency, moratorium, receivership and other similar laws
relating to creditors’ rights generally or the collectability thereof may be
limited due to acceleration in connection with a foreclosure) and each
Prepayment Charge was originated in compliance with all applicable federal,
state and local laws;
(xxxvii) Compliance
with Patriot Act.
The
Seller has complied with all applicable anti-money laundering laws and
regulations, including without limitation the USA Patriot Act of 2001
(collectively, the “Anti-Money Laundering Laws”). The Seller has established an
anti-money laundering compliance program as required by the Anti-Money
Laundering Laws, has conducted the requisite due diligence in connection
with
the origination of each Mortgage Loan for purposes of the Anti-Money Laundering
Laws, including with respect to the legitimacy of the applicable Mortgagor
and
the origin of the assets used by the said Mortgagor to purchase the property
in
question, and maintains, and will maintain, sufficient information to identify
the applicable Mortgagor for purposes of the Anti-Money Laundering Laws;
no
Mortgage Loan is subject to nullification pursuant to Executive Order 13224
(the
“Executive Order”) or the regulations promulgated by the Office of Foreign
Assets Control of the United States Department of the Treasury (the “OFAC
Regulations”) or in violation of the Executive Order or the OFAC Regulations,
and no Mortgagor is subject to the provisions of such Executive Order or
the
OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC
Regulations;
(xxxviii) MERS
Mortgage Loans.
With
respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and such
MIN
is accurately provided on the related Mortgage Loan Schedule. The related
Assignment of Mortgage to MERS has been duly and properly recorded or has
been
delivered for recording to the applicable recording office. With respect
to each
MERS Mortgage Loan, the Seller has not received any notice of liens or legal
actions with respect to such Mortgage Loan and no such notices have been
electronically posted by MERS;
(xxxix) FACT
Act.
The
sale or transfer of the Mortgage Loan by the Seller complies with all applicable
federal, state, and local laws, rules, and regulations governing such sale
or
transfer, including, without limitation, the Fair and Accurate Credit
Transactions Act (“FACT Act”) and the Fair Credit Reporting Act, each as may be
amended from time to time, and the Seller has not received any actual or
constructive notice of any identity theft, fraud, or other misrepresentation
in
connection with such Mortgage Loan or any party thereto.
(xl) Qualified
Mortgage.
Each
Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
the Code and Treasury Regulation Section 1.860G-2(a)(1);
(xli) Condos
and PUDs.
If the
Residential Dwelling on the Mortgaged Property is a condominium unit or a
unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project meets the eligibility
requirements of FNMA and FHLMC. With respect to any Cooperative Loan, the
related Cooperative meets the eligibility requirements of FNMA and
FHLMC;
(xlii) Appraised
Value.
All
improvements which were considered in determining the Appraised Value of
the
related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property;
(xliii) No
Additional Collateral.
The
Mortgage Note is not and has not been secured by any collateral except the
lien
of the corresponding Mortgage on the Mortgaged Property and the security
interest of any applicable security agreement or chattel mortgage referred
to in
(xi) above;
(xliv) Buydown
Mortgage Loans.
With
respect to each Buydown Mortgage Loan:
(xlv) (a)
On
or
before the date of origination of such Mortgage Loan, the Seller and the
Mortgagor, or the Seller, the Mortgagor and the seller of the Mortgaged Property
or a third party entered into a Buydown Agreement. The Buydown Agreement
provides that the seller of the Mortgaged Property (or third party) shall
deliver to the Seller temporary Buydown Funds in an amount equal to the
aggregate undiscounted amount of payments that, when added to the amount
the
Mortgagor on such Mortgage Loan is obligated to pay on each Due Date in
accordance with the terms of the Buydown Agreement, is equal to the full
scheduled Monthly Payment due on such Mortgage Loan. The temporary Buydown
Funds
enable the Mortgagor to qualify for the Buydown Mortgage Loan for the first
six
months of the term of such Mortgage Loan at an interest rate of not more
than
1.0% less per annum than the Mortgage Interest Rate. The effective interest
rate
will increase in the seventh month of the Buydown Mortgage Loan so that the
effective interest rate will be equal to the interest rate as set forth in
the
related Mortgage Note;
(xlvi) (b)
The
Mortgage and Mortgage Note reflect the permanent payment terms rather than
the
payment terms of the Buydown Agreement. The Buydown Agreement provides for
the
payment by the Mortgagor of the full amount of the Monthly Payment on any
Due
Date that the Buydown Funds are not available. The Buydown Funds were not
used
to reduce the original principal balance of the Mortgage Loan or to increase
the
Appraised Value of the Mortgaged Property when calculating the Loan-to-Value
Ratios for purposes of this Agreement and, if the Buydown Funds were provided
by
the Seller and if required under Agency Guidelines, the terms of the Buydown
Agreement were disclosed to the appraiser of the Mortgaged
Property;
(xlvii) (c)
The
Buydown Funds may not be refunded to the Mortgagor unless the Mortgagor makes
a
principal payment for the outstanding balance of the Mortgage Loan;
(xlviii) (d)
As
of the
date of origination of the Mortgage Loan, the provisions of the related Buydown
Agreement complied with the requirements of FNMA and FHLMC regarding buydown
agreements;
(xlix) No
Convertible Mortgage Loans; No Graduated Payments or Contingent
Interests.
No
Mortgage Loan is a Convertible Mortgage Loan. The Mortgage Loan is not a
graduated payment mortgage loan or a balloon Mortgage Loan, and the Mortgage
Loan does not have a shared appreciation or other contingent interest
feature;
(l) Disclosure
Materials.
The
Mortgagor has executed a statement to the effect that the Mortgagor has received
all disclosure materials required by applicable law with respect to the making
of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and
adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans
and
rescission materials with respect to Refinanced Mortgage Loans, and such
statement is and will remain in the Mortgage File;
(li) Recordation
of Mortgages.
Each
original Mortgage was recorded and all subsequent assignments of the original
Mortgage (other than the assignment to the Purchaser) have been recorded,
or are
in the process of being recorded, in the appropriate jurisdictions wherein
such
recordation is necessary to perfect the lien thereof as against creditors
of the
Seller. As to any Mortgage Loan which is not a MERS Mortgage Loan, the
Assignment of Mortgage is in recordable form (except for the name of the
assignee which is blank) and is acceptable for recording under the laws of
the
jurisdiction in which the Mortgaged Property is located;
(lii) Texas
Refinance Loans.
Each
Mortgage Loan originated in the state of Texas pursuant to Article XVI, Section
50(a)(6) of the Texas Constitution (a “Texas Refinance Loan”) has been
originated in compliance with the provisions of Article XVI, Section 50(a)(6)
of
the Texas Constitution, Texas Civil Statutes and the Texas Finance Code.
With
respect to each Texas Refinance Loan that is a Cash Out Refinancing, the
related
Mortgage Loan Documents state that the Mortgagor may prepay such Texas Refinance
Loan in whole or in part without incurring a Prepayment Charge. The Seller
does
not collect any such Prepayment Charges in connection with any such Texas
Refinance Loan;
(liii) Verification
of Down Payment.
Unless
otherwise set forth on the Mortgage Loan Schedule, the source of the down
payment with respect to each Mortgage Loan has been fully verified by the
Seller;
(liv) Tax
Service Contracts.
The
Seller shall, at its own expense, cause each Mortgage Loan to be covered
by a
“life of loan” Tax Service Contract which is assignable to the Purchaser or its
designee at no cost to the Purchaser or its designee; provided however, that
if
the Seller fails to purchase such Tax Service Contract, the Seller shall
be
required to reimburse the Purchaser for all costs and expenses incurred by
the
Purchaser in connection with the purchase of any such Tax Service
Contract;
(lv) Flood
Zone Service Contracts.
Each
Mortgage Loan is covered by a “life of loan” Flood Zone Service Contract which
is assignable to the Purchaser or its designee at no cost to the Purchaser
or
its designee or, for each Mortgage Loan not covered by such Flood Zone Service
Contract, the Seller agrees to purchase such Flood Zone Service
Contract;
(lvi) No
Cooperatives; No Commercial Property; No Mixed Use Property.
No
Mortgage Loan is secured by commercial property or mixed use
property;
(lvii) Secondary
Market Sales.
Each
Mortgage Loan is eligible for sale in the secondary market or for inclusion
in a
Pass-Through Transfer without unreasonable credit enhancement;
(lviii) No
Adverse Selection.
No
selection procedures were used by the Seller that identified the Mortgage
Loans
as being less desirable or valuable than other comparable mortgage loans
in the
Seller’s portfolio;
(lix) Georgia.
No
Mortgage Loan originated or modified on or after October 1, 2002 and prior
to
March 7, 2003 is secured by a Mortgaged Property located in the State of
Georgia;
(lx) New
Jersey Manufactured Housing Loans.
No
Mortgage Loan is a “manufactured housing loan” pursuant to the NJ Act, and one
hundred percent of the amount financed of any purchase money Second Lien
Mortgage Loan subject to the NJ Act was used for the purchase of the related
Mortgaged Property;
(lxi) Illinois
Interest Act.
With
respect to any Mortgage Loan for which a mortgage loan application was submitted
by the Mortgagor after April 1, 2004, no such Mortgage Loan secured by a
Mortgage Property located in the State of Illinois is in violation of the
provisions of the Illinois Interest Act, including Section 4.1a which provides
that no such Mortgage Loan with a Mortgage Interest Rate in excess of 8.0%
per
annum has lender-imposed fees (or other charges) in excess of 3.0% of the
original principal balance of the Mortgage Loan;
(lxii) No
Ground Leases.
No
Mortgage Loan is secured in whole or in part by the interest of the Mortgagor
as
a lessee under a ground lease of the related Mortgaged Property;
(lxiii) Massachusetts
Refinanced Mortgage Loans.
No
Mortgage Loan secured by a Mortgaged Property located in the Commonwealth
of
Massachusetts was made to pay off or refinance an existing loan or other
debt of
the related borrower (as the term “borrower” is defined in the regulations
promulgated by the Massachusetts Secretary of State in connection with
Massachusetts House Xxxx 4880 (2004)) unless either (1) (a) the related Mortgage
Interest Rate (that would be effective once the introductory rate expires,
with
respect to Adjustable Rate Mortgage Loans) did or would not exceed by more
than
2.25% the yield on United States Treasury securities having comparable periods
of maturity to the maturity of the related Mortgage Loan as of the fifteenth
day
of the month immediately preceding the month in which the application for
the
extension of credit was received by the related lender or (b) the Mortgage
Loan
is an “open-end home loan” (as such term is used in the Massachusetts House Xxxx
4880 (2004)) and the related Mortgage Note provides that the related Mortgage
Interest Rate may not exceed at any time the Prime rate index as published
in
The Wall Street Journal plus a margin of one percent, or (2) such Mortgage
Loan
is in the "borrower's interest," as documented by a "borrower's interest
worksheet" for the particular Mortgage Loan, which worksheet incorporates
the
factors set forth in Massachusetts House Xxxx 4880 (2004) and the regulations
promulgated thereunder for determining "borrower's interest," and otherwise
complies in all material respects with the laws of the Commonwealth of
Massachusetts;
(lxiv) Broker
Fees.
The
Mortgagor has not made or caused to be made any payment in the nature of
an
“average” or “yield spread premium” to a mortgage broker or a like Person which
has not been fully disclosed to the Mortgagor;
(lxv) Acceptable
Investment.
The
Seller has no knowledge of any circumstances or condition with respect to
the
Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit
standing that can reasonably be expected to cause the Mortgage Loan to be
an
unacceptable investment, cause the Mortgage Loan to become delinquent, cause
the
Mortgage Loan to not be paid in full when due, or adversely affect the value
of
the Mortgage Loan;
(lxvi) No
Notification of Prepayments in Full.
The
Mortgage Loan was not prepaid in full prior to the Closing Date and the Seller
has not received notification from a Mortgagor that a prepayment in full
shall
be made after the Closing Date;
(lxvii) Limitation
on number of Mortgage Notes per Borrower.
No
Mortgagor is the obligor on more than two Mortgage Notes;
(lxviii) Prepayment
Charges.
With
respect to any Mortgage Loan that contains a provision permitting imposition
of
a Prepayment Charge upon a Principal Prepayment prior to maturity: (i) prior
to
the Mortgage Loan’s origination, the Mortgagor agreed to such Prepayment Charge
in exchange for a monetary benefit, including but not limited to a Mortgage
Interest Rate or fee reduction, (ii) prior to the Mortgage Loan’s origination,
the Mortgagor was offered the option of obtaining a Mortgage Loan that did
not
require payment of a Prepayment Charge, (iii) the Prepayment Charge is disclosed
to the Mortgagor in the Mortgage Loan Documents pursuant to applicable state
and
federal law, (iv) for Mortgage Loans originated on or after September 1,
2004,
the duration of the prepayment period shall not exceed three (3) years from
the
date of the Mortgage Note, unless the Mortgage Loan was modified to reduce
the
prepayment period to no more than three years from the date of the Mortgage
Note
and the Mortgagor was notified in writing of such reduction in the prepayment
period, (v) no Mortgage Loan originated prior to October 1, 2002 has a
Prepayment Charge longer than five years (vi) notwithstanding any state or
federal law to the contrary, the Seller shall not impose such Prepayment
Charge
in any instance when the Mortgage debt is accelerated as the result of the
Mortgagor’s default in making the Monthly Payments; Each Prepayment Charge is
permissible, collectable and enforceable.
(lxix) No
Predatory Lending.
No
predatory, abusive or deceptive lending practices, including but not limited
to,
the extension of credit to a Mortgagor without regard for the Mortgagor’s
ability to repay the Mortgage Loan and the extension of credit to a Mortgagor
which has no tangible net benefit to the Mortgagor, were employed in connection
with the origination of the Mortgage Loan. Each Mortgage Loan is in compliance
with the anti-predatory lending eligibility for purchase requirements of
FNMA’s
Selling Guide. No Mortgagor was encouraged or required to select a Mortgage
Loan
product offered by the Mortgage Loan’s originator which is a higher cost product
designed for less creditworthy borrowers, unless at the time of the Mortgage
Loan’s origination, such Mortgagor did not qualify taking into account credit
history and debt to income ratios for a lower cost credit product then offered
by the Mortgage Loan’s originator or any affiliate of the Mortgage Loan’s
originator. If, at the time of the related loan application, the Mortgagor
may
have qualified for a lower cost credit product then offered by any mortgage
lending affiliate of the Mortgage Loan’s originator, the Mortgage Loan’s
originator referred the Mortgagor’s application to such affiliate for
underwriting consideration;
(lxx) Underwriting
Methodology.
The
methodology used in underwriting the extension of credit for each Mortgage
Loan
employs objective mathematical principles which relate the Mortgagor’s income,
assets and liabilities to the proposed payment and such underwriting methodology
does not rely on the extent of the Mortgagor’s equity in the collateral as the
principal determining factor in approving such credit extension. Such
underwriting methodology confirmed that at the time of origination
(application/approval) the Mortgagor had a reasonable ability to make timely
payments on the Mortgage Loan;
(lxxi) Points
and Fees Disclosed.
All
points, fees and charges, including finance charges (whether or not financed,
assessed, collected or to be collected), in connection with the origination
and
servicing of each Mortgage Loan were disclosed in writing to the related
Mortgagor in accordance with applicable state and federal law and regulation.
Except in the case of a Mortgage Loan in an original principal amount of
less
than $60,000 which would have resulted in an unprofitable origination, no
related Mortgagor was charged “points and fees” (whether or not financed) in an
amount greater than 5% of the principal amount of such loan, such 5% limitation
is calculated in accordance with FNMA’s anti-predatory lending requirements as
set forth in the FNMA Selling Guide;
(lxxii) Full
File Credit Reporting (Xxxxxx Mae).
The
Seller will transmit full-file credit reporting data for each Mortgage Loan
pursuant to Xxxxxx Xxx Guide Announcement 95-19 and for each Mortgage Loan,
Seller agrees it shall report one of the following statuses each month as
follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
foreclosed, or charged-off;
(lxxiii) No
Credit Life Policies.
No
Mortgagor was required to purchase any credit life, disability, accident
or
health insurance product or debt cancellation agreement as a condition of
obtaining the extension of credit. No Mortgagor obtained a prepaid single
premium credit life, disability, accident or health insurance policy in
connection with the origination of the Mortgage Loan, and no proceeds from
any
Mortgage Loan were used to finance single-premium credit insurance policies
or
debt cancellation agreements as part of the origination of, or as a condition
to
closing, such Mortgage Loan;
(lxxiv) Full
File Credit Reporting (Past Practice; Future Practice).
The
Seller and any predecessor servicer has fully furnished, in accordance with
the
Fair Credit Reporting Act and its implementing regulations, accurate and
complete information (e.g., favorable and unfavorable) on its borrower credit
files to Equifax, Experian and Trans Union Credit Information Company (three
of
the credit repositories) on a monthly basis; and the Seller will fully furnish,
in accordance with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information (e.g., favorable and unfavorable)
on its borrower credit files to Equifax, Experian and Trans Credit Information
Company (three of the credit repositories), on a monthly basis;
(lxxv) No
Arbitration.
With
respect to each Mortgage Loan, neither the related Mortgage nor the related
Mortgage Note requires the Mortgagor to submit to arbitration to resolve
any
dispute arising out of or relating in any way to the Mortgage Loan transaction;
No Mortgagor agreed to submit to arbitration to resolve any dispute arising
out
of or relating in any way to the Mortgage Loan transaction;
(lxxvi) With
respect to each Cooperative Loan, each Pledge Agreement creates a valid,
enforceable and subsisting first security interest in the collateral securing
the related Mortgage Note subject only to (a) the lien of the related
Cooperative for unpaid assessments representing the Mortgagor's pro rata
share
of the Cooperative's payments for its blanket mortgage, current and future
real
property taxes, insurance premiums, maintenance fees and other assessments
to
which like collateral is commonly subject and (b) other matters to which
like
collateral is commonly subject which do not materially interfere with the
benefits of the security intended to be provided by the Pledge Agreement;
provided, however, that the appurtenant Proprietary Lease may be subordinated
or
otherwise subject to the lien of any mortgage on the Project. There are no
liens
against or security interests in the collateral which have priority over
the
lender's security interest in the collateral, and such priority interest
cannot
be created in the future;
(lxxvii) With
respect to each Cooperative Loan, all parties to the Mortgage Note and the
Mortgage Loan had legal capacity to execute and deliver the Mortgage Note,
the
Pledge Agreement, the Proprietary Lease, the Stock Power, the Recognition
Agreement, the Financing Statement and the Assignment of the Proprietary
Lease
and such documents have been duly and properly executed by such parties.
Each
Stock Power (i) has all signatures guaranteed or (ii) if all signatures are
not
guaranteed, then such Cooperative Shares will be transferred by the stock
transfer agent of the Cooperative if the Seller undertakes to convert the
ownership of the collateral securing the related Cooperative Loan;
(lxxviii) With
respect to each Cooperative Loan, there is no default in complying with the
terms of the Mortgage Note, the Pledge Agreement and the Proprietary Lease
and
all maintenance charges and assessments (including assessments payable in
the
future installments, which previously became due and owing) have been paid.
The
Seller has the right under the terms of the Mortgage Note, Pledge Agreement
and
Recognition Agreement to pay any maintenance charges or assessments owed
by the
Mortgagor;
(lxxix) With
respect to each Cooperative Loan, a Cooperative Lien Search has been made
by a
company competent to make the same which company is acceptable to FNMA and
qualified to do business in the jurisdiction where the Cooperative Apartment
is
located;
(lxxx) With
respect to each Cooperative Loan, each Pledge Agreement contains enforceable
provisions such as to render the rights and remedies of the holder thereof
adequate for the realization of the benefits of the security provided thereby.
The Pledge Agreement contains an enforceable provision for the acceleration
of
the payment of the unpaid principal balance of the Mortgage Note in the event
the Cooperative Apartment is transferred or sold without the consent of the
holder thereof;
(lxxxi)
In the
case of a Cooperative Loan, the related Cooperative Apartment is lawfully
occupied under applicable law; all inspections, licenses and certificates
required to be made or issued with respect to all occupied portions of the
Cooperative Apartment and the related Project and, with respect to the use
and
occupancy of the same, including but not limited to certificates of occupancy,
have been made or obtained from the appropriate authorities;
(lxxxii) With
respect to each Cooperative Loan, (i) the terms of the related Proprietary
Lease
is longer than the terms of the Cooperative Loan, (ii) there is no provision
in
any Proprietary Lease which requires the Mortgagor to offer for sale the
Cooperative Shares owned by such Mortgagor first to the Cooperative, (iii)
there
is no prohibition in any Proprietary Lease against pledging the Cooperative
Shares or assigning the Proprietary Lease and (iv) the Recognition Agreement
is
on a form of agreement published by the Aztech Document Systems, Inc. or
includes provisions which are no less favorable to the lender than those
contained in such agreement; and
(lxxxiii) With
respect to each Cooperative Loan, each original UCC financing statement,
continuation statement or other governmental filing or recordation necessary
to
create or preserve the perfection and priority of the first priority lien
and
security interest in the Cooperative Shares and Proprietary Lease has been
timely and properly made. Any security agreement, chattel mortgage or equivalent
document related to the Cooperative Loan establishes in the Seller a valid and
subsisting perfected first lien on and security interest in the Mortgaged
Property described therein, and the Seller has full right to sell and assign
the
same.
EXHIBIT
F
Representation
and Warranties with Respect to the Fifth Third Mortgage Loans
Except
for “Mortgage Loans”, which shall mean the Fifth Bank Mortgage Loans sold by the
Seller to the Purchaser, all capitalized terms in this Exhibit F shall have
the
meanings ascribed to them in the Fifth Third Purchase Agreement.
(1) Mortgage
Loans as Described.
The
information set forth in the related Mortgage Loan Schedule and the Mortgage
Loan data delivered to the Purchaser in the Data File is complete, true and
correct. The Mortgage Loan is in compliance with all requirements set forth
in
the related Confirmation, and the characteristics of the related Mortgage
Loan
Package as set forth in the related Confirmation are true and
correct;
(2) Payments
Current.
All
payments required to be made up to the close of business on the Closing Date
for
such Mortgage Loan under the terms of the Mortgage Note have been made; the
Seller has not advanced funds, or induced, solicited or knowingly received
any
advance of funds from a party other than the owner of the related Mortgaged
Property, directly or indirectly, for the payment of any amount required
by the
Mortgage Note or Mortgage. There has been no delinquency, exclusive of any
period of grace, in any payment by the Mortgagor thereunder since the
origination of the Mortgage Loan;
(3) No
Outstanding Charges.
There
are no delinquent taxes, ground rents, water charges, sewer rents, assessments,
insurance premiums, leasehold payments, including assessments payable in
future
installments or other outstanding charges affecting the related Mortgaged
Property;
(4) Location
and Type of Mortgaged Property.
The
Mortgaged Property is located in the state identified in the related Mortgage
Loan Schedule and is improved by a Residential Dwelling;
(5) Original
Terms Unmodified.
The
terms of the Mortgage Note and the Mortgage have not been impaired, waived,
altered or modified in any respect, except by written instruments, recorded
in
the applicable public recording office or registered with the MERS System
if
necessary to maintain the lien priority of the Mortgage, and which have been
delivered to the Purchaser; the substance of any such waiver, alteration
or
modification has been approved by the insurer under the Primary Insurance
Policy
or LPMI Policy, if any, and the title insurer, to the extent required by
the
related policy, and is reflected on the related Mortgage Loan Schedule. No
instrument of waiver, alteration or modification has been executed, and no
Mortgagor has been released, in whole or in part, except in connection with
an
assumption agreement approved by the insurer under the Primary Insurance
Policy
or LPMI Policy, if any, the title insurer, to the extent required by the
policy,
and which assumption agreement has been delivered to the Purchaser and the
terms
of which are reflected in the related Mortgage Loan Schedule;
(6) No
Defenses.
The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set
off, counterclaim or defense, including the defense of usury, nor will the
operation of any of the terms of the Mortgage Note and/or the Mortgage, or
the
exercise of any right thereunder, render the Mortgage unenforceable, in whole
or
in part, or subject to any right of rescission, set off, counterclaim or
defense, including the defense of usury and no such right of rescission,
set
off, counterclaim or defense has been asserted with respect
thereto;
(7) Conformance
with Underwriting Guidelines and Agency Standards.
The
Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
of
the Seller in effect at the time the Mortgage Loan was originated; and the
Mortgage Note and Mortgage are on forms acceptable to Xxxxxx Xxx and Xxxxxxx
Mac;
(8) Hazard
Insurance.
All
buildings upon the Mortgaged Property are insured by a Qualified Insurer
acceptable to Xxxxxx Mae and Xxxxxxx Mac against loss by fire, hazards of
extended coverage and such other hazards as are customary in the area where
the
Mortgaged Property is located, in an amount not less than the lesser of (i)
100%
of the replacement cost of all improvements to the Mortgaged Property and
(ii)
either (A) the outstanding principal balance of the Mortgage Loan with respect
to each first lien Mortgage Loan or (B) with respect to each Second Lien
Mortgage Loan, the sum of the outstanding principal balance of the related
first
lien mortgage loan and the outstanding principal balance of the Second Lien
Mortgage Loan; provided, however, in no event shall the amount of insurance
be
less than the amount necessary to avoid the operation of any co-insurance
provisions with respect to the Mortgaged Property. All
such
insurance policies contain a standard mortgagee clause naming the Seller,
its
successors and assigns as mortgagee and all premiums thereon have been paid.
If
the Mortgaged Property is in an area identified on a Flood Hazard Map or
Flood
Insurance Rate Map issued by the Federal Emergency Management Agency as having
special flood hazards (and such flood insurance has been made available)
a flood
insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration is in effect which policy conforms to the
requirements of Xxxxxx Mae and Xxxxxxx Mac. The Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor’s cost and expense,
and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage
to maintain such insurance at Mortgagor’s cost and expense and to seek
reimbursement therefor from the Mortgagor;
(9) Compliance
with Applicable Laws.
Any and
all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity, fair housing, disclosure laws
and
all predatory, abusive and fair lending laws applicable to the origination
and
servicing of mortgage loans of a type similar to the Mortgage Loans have
been
complied with and the consummation of the transactions contemplated hereby
will
not involve the violation of any such laws, and the Seller shall maintain
in its
possession, available for the inspection of the Purchaser or its designee,
and
shall deliver to the Purchaser or its designee, upon two Business Days’ request,
evidence of compliance with such requirements;
(10) No
Satisfaction of Mortgage.
The
Mortgage has not been satisfied, cancelled, subordinated or rescinded, in
whole
or in part, and the Mortgaged Property has not been released from the lien
of
the Mortgage, in whole or in part, nor has any instrument been executed that
would effect any such satisfaction, cancellation, subordination, rescission
or
release;
(11) Valid
Lien.
The
related Mortgage is properly recorded and is a valid, existing and enforceable
(A) first lien and first priority security interest with respect to each
Mortgage Loan which is indicated by the Seller to be a First Lien (as reflected
on the Mortgage Loan Schedule), or (B) second lien and second priority security
interest with respect to each Mortgage Loan which is indicated by the Seller
to
be a Second Lien (as reflected on the Mortgage Loan Schedule), in either
case,
on the Mortgaged Property, including all improvements on the Mortgaged Property
subject only to (a) the lien of current real property taxes and assessments
not
yet due and payable, (b) covenants, conditions and restrictions, rights of
way,
easements and other matters of the public record as of the date of recording
being acceptable to mortgage lending institutions generally and specifically
referred to in the lender’s title insurance policy delivered to the originator
of the Mortgage Loan and which do not adversely affect the Appraised Value
of
the Mortgaged Property, (c) other matters to which like properties are commonly
subject which do not materially interfere with the benefits of the security
intended to be provided by the Mortgage or the use, enjoyment, value or
marketability of the related Mortgaged Property and (d) with respect to each
Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
Loan
(as reflected on the Mortgage Loan Schedule) a First Lien on the Mortgaged
Property. Any security agreement, chattel mortgage or equivalent document
related to and delivered in connection with the Mortgage Loan establishes
and
creates a valid, existing and enforceable (A) first lien and first priority
security interest with respect to each Mortgage Loan which is indicated by
the
Seller to be a First Lien (as reflected on the Mortgage Loan Schedule) or
(B)
second lien and second priority security interest with respect to each Mortgage
Loan which is indicated by the Seller to be a Second Lien Mortgage Loan (as
reflected on the Mortgage Loan Schedule), in either case, on the property
described therein and the Seller has full right to sell and assign the same
to
the Purchaser. The Mortgaged Property was not, as of the date of origination
of
the Mortgage Loan, subject to a mortgage, deed of trust, deed to secure debt
or
other security instrument creating a lien subordinate to the lien of the
Mortgage;
(12) Validity
of Mortgage Loan Documents.
The
Mortgage Note and the related Mortgage are genuine and each is the legal,
valid
and binding obligation of the maker thereof, enforceable in accordance with
its
terms;
(13) Legal
Capacity.
All
parties to the Mortgage Note and the Mortgage had legal capacity to enter
into
the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage,
and the Mortgage Note and the Mortgage have been duly and properly executed
by
such parties. The Mortgagor is a natural person;
(14) Full
Disbursement of Proceeds.
The
proceeds of the Mortgage Loan have been fully disbursed to or for the account
of
the Mortgagor and there is no obligation for the Mortgagee to advance additional
funds thereunder and any and all requirements as to completion of any on-site
or
off-site improvement and as to disbursements of any escrow funds therefor
have
been complied with. All costs, fees and expenses incurred in making or closing
the Mortgage Loan and the recording of the Mortgage have been paid, and the
Mortgagor is not entitled to any refund of any amounts paid or due to the
Mortgagee pursuant to the Mortgage Note or Mortgage;
(15) Ownership.
The
Seller is the sole legal, beneficial and equitable owner of the Mortgage
Note
and the Mortgage. The Seller has full right and authority under all governmental
and regulatory bodies having jurisdiction over such Seller, subject to no
interest or participation of, or agreement with, any party, to transfer and
sell
the Mortgage Loan to the Purchaser pursuant to this Agreement free and clear
of
any encumbrance or right of others, equity, lien, pledge, charge, mortgage,
claim, participation interest or security interest of any nature (collectively,
a “Lien”); and immediately upon the transfers and assignments herein
contemplated, the Seller shall have transferred and sold all of its right,
title
and interest in and to each Mortgage Loan and the Purchaser will hold good,
marketable and indefeasible title to, and be the owner of, each Mortgage
Loan
subject to no Lien;
(16) Doing
Business.
All
parties which have had any interest in the Mortgage Loan, whether as originator,
mortgagee, assignee, pledgee or otherwise, are (or, during the period in
which
they held and disposed of such interest, were): (A) organized under the laws
of
such state, or (B) qualified to do business in such state, or (C) federal
savings and loan associations or national banks having principal offices
in such
state, or (D) not doing business in such state so as to require qualification
or
licensing, or (E) not otherwise required to be licensed in such state. All
parties which have had any interest in the Mortgage Loan were in compliance
with
any and all applicable “doing business” and licensing requirements of the laws
of the state wherein the Mortgaged Property is located or were not required
to
be licensed in such state;
(17) Title
Insurance.
The
Mortgage Loan is covered by an American Land Title Association (“ALTA”) ALTA
lender’s title insurance policy acceptable to Xxxxxx Xxx and Xxxxxxx Mac (which,
in the case of an Adjustable Rate Mortgage Loan has an adjustable rate mortgage
endorsement in the form of ALTA 6.0 or 6.1), issued by a title insurer
acceptable to Xxxxxx Xxx and Xxxxxxx Mac and qualified to do business in
the
jurisdiction where the Mortgaged Property is located, insuring (subject to
the
exceptions contained above in (xi)(a) and (b) and, with respect to each Mortgage
Loan which is indicated by the Seller to be a Second Lien Mortgage Loan (as
reflected on the Mortgage Loan Schedule) clause (d)) the Seller, its successors
and assigns as to the first priority lien of the Mortgage in the original
principal amount of the Mortgage Loan and, with respect to any Adjustable
Rate
Mortgage Loan, against any loss by reason of the invalidity or unenforceability
of the lien resulting from the provisions of the Mortgage providing for
adjustment in the Mortgage Interest Rate and Monthly Payment. Additionally,
such
lender’s title insurance policy affirmatively insures ingress and egress to and
from the Mortgaged Property, and against encroachments by or upon the Mortgaged
Property or any interest therein. The Seller is the sole insured of such
lender’s title insurance policy, and such lender’s title insurance policy is in
full force and effect and will be in full force and effect upon the consummation
of the transactions contemplated by this Agreement. No claims have been made
under such lender’s title insurance policy, and no prior holder of the related
Mortgage, including the Seller, has done, by act or omission, anything which
would impair the coverage of such lender’s title insurance policy;
(18) No
Defaults.
There
is no default, breach, violation or event of acceleration existing under
the
Mortgage or the Mortgage Note and no event which, with the passage of time
or
with notice and the expiration of any grace or cure period, would constitute
a
default, breach, violation or event of acceleration, and the Seller has not
waived any default, breach, violation or event of acceleration. With respect
to
each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
Loan (as reflected on the Mortgage Loan Schedule) (i) the First Lien is in
full
force and effect, (ii) there is no default, breach, violation or event of
acceleration existing under such First Lien mortgage or the related mortgage
note, (iii) no event which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a default, breach,
violation or event of acceleration thereunder, and either (A) the First Lien
mortgage contains a provision which allows or (B) applicable law requires,
the
mortgagee under the Second Lien Mortgage Loan to receive notice of, and affords
such mortgagee an opportunity to cure any default by payment in full or
otherwise under the First Lien mortgage;
(19) No
Mechanics’ Liens.
There
are no mechanics’ or similar liens or claims which have been filed for work,
labor or material (and no rights are outstanding that under law could give
rise
to such lien) affecting the related Mortgaged Property which are or may be
liens
prior to, or equal or coordinate with, the lien of the related
Mortgage;
(20) Origination.
The
Mortgage Loan was originated by the Seller or by a savings and loan association,
a savings bank, a commercial bank or similar banking institution which is
supervised and examined by a federal or state authority, or by a mortgagee
approved as such by the Secretary of HUD;
(21) Payment
Terms.
Payments on the Mortgage Loan shall commence (with respect to any newly
originated Mortgage Loans) or commenced no more than sixty days after the
proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears interest
at the Mortgage Interest Rate. With respect to each Mortgage Loan, the Mortgage
Note is payable on the first day of each month in Monthly Payments, which,
(A)
in the case of a Fixed Rate Mortgage Loan, are sufficient to fully amortize
the
original principal balance over the original term thereof (other than with
respect to a Mortgage Loan identified on the related Mortgage Loan Schedule
as
an interest-only Mortgage Loan during the interest-only period or a Mortgage
Loan which is identified on the related Mortgage Loan Schedule as a Balloon
Mortgage Loan) and to pay interest at the related Mortgage Interest Rate,
and
(B) in the case of an Adjustable Rate Mortgage Loan, are changed on each
Adjustment Date, and in any case, are sufficient to fully amortize the original
principal balance over the original term thereof (other than with respect
to a
Mortgage Loan identified on the related Mortgage Loan Schedule as an
interest-only Mortgage Loan during the interest-only period or a Mortgage
Loan
which is identified on the related Mortgage Loan Schedule as a Balloon Mortgage
Loan) and to pay interest at the related Mortgage Interest Rate. The Index
for
each Adjustable Rate Mortgage Loan is as defined in the related Mortgage
Loan
Schedule. With respect to each Mortgage Loan identified on the Mortgage Loan
Schedule as an interest-only Mortgage Loan, the interest-only period shall
not
exceed the period specified on the Mortgage Loan Schedule and following the
expiration of such interest-only period, the remaining Monthly Payments shall
be
sufficient to fully amortize the original principal balance over the remaining
term of the Mortgage Loan. With respect to each Balloon Mortgage Loan, the
Mortgage Note requires a monthly payment which is sufficient to fully amortize
the original principal balance over the original term thereof and to pay
interest at the related Mortgage Interest Rate and requires a final Monthly
Payment substantially greater than the preceding monthly payment which is
sufficient to repay the remaining unpaid principal balance of the Balloon
Mortgage Loan as of the Due Date of such Monthly Payment. No Balloon Mortgage
Loan has an original stated maturity of less than seven (7) years. The Mortgage
Note does not permit negative amortization. No Mortgage Loan had an original
term to maturity of more than thirty (30) years;
(22) Origination
and Collection Practices; Escrow Deposits.
The
origination, servicing and collection practices used by the Seller with respect
to each Mortgage Note and Mortgage, including without limitation the
establishment, maintenance and servicing of the Escrow Accounts and Escrow
Payments, if any, since origination have been in all respects legal, proper,
prudent and customary in the mortgage origination and servicing industry.
The
Mortgage Loan has been serviced by the Seller and any predecessor servicer
in
accordance with all applicable laws, rules and regulations, the terms of
the
Mortgage Note and Mortgage, and the Xxxxxx Xxx and Xxxxxxx Mac servicing
guides.
With respect to escrow deposits and Escrow Payments (other than with respect
to
each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
Loan and for which the mortgagee under the First Lien is collecting Escrow
Payments (as reflected on the Mortgage Loan Schedule)), if any, all such
payments are in the possession of, or under the control of, the Seller and
there
exist no deficiencies in connection therewith for which customary arrangements
for repayment thereof have not been made. No escrow deposits or Escrow Payments
or other charges or payments due the Seller have been capitalized under any
Mortgage or the related Mortgage Note and no such escrow deposits or Escrow
Payments are being held by the Seller for any work on a Mortgaged Property
which
has not been completed;
(23) Mortgaged
Property Undamaged.
As of
the origination of the Mortgage Loan and, to the best of the Seller’s knowledge,
as of the Closing Date, the Mortgaged Property is free of damage and waste
and
is in good repair, and there is no proceeding pending or threatened for the
total or partial condemnation thereof nor is such a proceeding currently
occurring;
(24) Customary
Provisions.
The
Mortgage and related Mortgage Note contain customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (a) in the case of a Mortgage designated as
a deed
of trust, by trustee’s sale, and (b) otherwise by judicial foreclosure. The
Mortgaged Property has not been subject to any bankruptcy proceeding or
foreclosure proceeding and the Mortgagor has not filed for protection under
applicable bankruptcy laws. There is no homestead or other exemption available
to the Mortgagor which would interfere with the right to sell the Mortgaged
Property at a trustee’s sale or the right to foreclose the Mortgage; The
Mortgagor has not notified the Seller and the Seller has no knowledge of
any
relief requested or allowed to the Mortgagor under the Servicemembers Civil
Relief Act;
(25) Appraisal.
Unless
otherwise set forth on the Mortgage Loan Schedule, the Mortgage File contains
an
appraisal of the related Mortgaged Property which, (a) with respect to First
Lien Mortgage Loans, was on appraisal form 1004 or form 2055 with an interior
inspection, or (b) with respect to Second Lien Mortgage Loans, was on appraisal
form 704, 2065 or 2055 with an exterior only inspection, and (c) with respect
to
(a) or (b) above, was made and signed, prior to the approval of the Mortgage
Loan application, by a qualified appraiser, duly appointed by the Seller,
who
had no interest, direct or indirect in the Mortgaged Property or in any loan
made on the security thereof, whose compensation is not affected by the approval
or disapproval of the Mortgage Loan and who met the minimum qualifications
of
Xxxxxx Mae and Xxxxxxx Mac. Each appraisal of the Mortgage Loan was made
in
accordance with the relevant provisions of the Financial Institutions Reform,
Recovery, and Enforcement Act of 1989;
(26) Deeds
of Trust.
In the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve as such, has been properly designated and currently
so
serves and is named in the Mortgage, and no fees or expenses are or will
become
payable by the Purchaser to the trustee under the deed of trust, except in
connection with a trustee’s sale after default by the Mortgagor;
(27) Construction
or Rehabilitation of Mortgaged Property.
No
Mortgage Loan was made in connection with (a) the construction or rehabilitation
of a Mortgaged Property or (b) facilitating the trade-in or exchange of a
Mortgaged Property;
(28) LTV;
CLTV.
The
Loan-to-Value Ratio of any Mortgage Loan at origination was not more than
95%
and the CLTV of any Mortgage Loan at origination was not more than 100%;
Each
Mortgage Loan (other than any Mortgage Loan underwritten pursuant to the
Seller’s Subprime Underwriting Guidelines) with an original Loan-to-Value Ratio
at origination greater than 80% is and will be subject to a Primary Insurance
Policy, issued by a Qualified Insurer, which insures that portion of the
Mortgage Loan in excess of the portion of the Appraised Value of the Mortgaged
Property as required by Xxxxxx Mae. All provisions of such Primary Insurance
Policy have been and are being complied with, such policy is in full force
and
effect, and all premiums due thereunder have been paid. Any Mortgage subject
to
any such Primary Insurance Policy obligates the Mortgagor thereunder to maintain
such insurance and to pay all premiums and charges in connection therewith.
The
Mortgage Interest Rate for the Mortgage Loan does not include any such insurance
premium. If a Mortgage Loan is identified on the Mortgage Loan Schedule as
subject to a Lender Paid Mortgage Insurance Policy, such policy insures that
portion of the Mortgage Loan set forth in the LPMI Policy. All provisions
of any
such LPMI Policy have been and are being complied with, such policy is in
full
force and effect, and all premiums due thereunder have been paid. The Mortgage
Interest Rate for the Mortgage Loan does not include the insurance premium
for
any LPMI Policy;
(29) Occupancy
of the Mortgaged Property.
The
Mortgaged Property is lawfully occupied under applicable law; all inspections,
licenses and certificates required to be made or issued with respect to all
occupied portions of the Mortgaged Property and, with respect to the use
and
occupancy of the same, including but not limited to certificates of occupancy
and fire underwriting certificates, have been made or obtained from the
appropriate authorities. No improvement located on or being part of any
Mortgaged Property is in violation of any applicable zoning and subdivision
law,
ordinance or regulation;
(30) No
Error, Omission, Fraud etc.
No
error, omission, misrepresentation, negligence, fraud or similar occurrence
with
respect to a Mortgage Loan has taken place on the part of any person, including
without limitation the Mortgagor, any appraiser, any builder or developer,
or
any other party involved in the origination of the Mortgage Loan or in the
application of any insurance in relation to such Mortgage Loan;
(31) Consolidation
of Advances; Lien Priority.
Any
principal advances made to the Mortgagor prior to the Cut-off Date have been
consolidated with the outstanding principal amount secured by the Mortgage,
and
the secured principal amount, as consolidated, bears a single interest rate
and
single repayment term reflected on the Mortgage Loan Schedule. The lien of
the
Mortgage securing the consolidated principal amount is expressly insured
as
having (A) first lien priority with respect to each Mortgage Loan which is
indicated by the Seller to be a First Lien (as reflected on the Mortgage
Loan
Schedule), or (B) second lien priority with respect to each Mortgage Loan
which
is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected
on
the Mortgage Loan Schedule), in either case, by a title insurance policy,
an
endorsement to the policy insuring the mortgagee’s consolidated interest or by
other title evidence acceptable to Xxxxxx Xxx and Xxxxxxx Mac. The consolidated
principal amount does not exceed the original principal amount of the Mortgage
Loan;
(32) Environmental
Matters.
The
Mortgaged Property is in material compliance with all applicable environmental
laws pertaining to environmental hazards including, without limitation,
asbestos, and neither the Seller nor, to the Seller’s knowledge, the related
Mortgagor, has received any notice of any violation or potential violation
of
such law;
(33) HOEPA.
No
Mortgage Loan is (a) subject to the provisions of the Homeownership and Equity
Protection Act of 1994 as amended (“HOEPA”), or has an “annual percentage rate”
or “total points and fees” payable by the borrower (as each term is defined
under HOEPA) that equals or exceeds the applicable thresholds defined under
HOEPA (Section 32 of Regulation Z, 12 C.F.R. Section 226.32(a)(1)(i) and
(ii)),
(b) a “high cost” mortgage loan, “covered” mortgage loan (excluding home loans
defined as “covered home loans” in the New Jersey Home Ownership Security Act of
2002 that were originated between November 26, 2003 and July 7, 2004), “high
risk home” mortgage loan, or “predatory” mortgage loan or any other comparable
term, no matter how defined under any federal, state or local law, (c) subject
to any comparable federal, state or local statutes or regulations, or any
other
statute or regulation providing for heightened regulatory scrutiny, assignee
liability to holders of such mortgage loans or additional legal liability
for
mortgage loans having high interest rates, points and/or fees, or (d) a High
Cost Loan or Covered Loan, as applicable (as such terms are defined in the
current Standard & Poor’s LEVELS® Glossary Revised, Appendix
E);
(34) Due-On-Sale.
Each
Mortgage contains an enforceable provision for the acceleration of the payment
of the unpaid principal balance of the related Mortgage Loan in the event
the
related Mortgaged Property is sold or transferred without the prior consent
of
the mortgagee thereunder;
(35) Second
Liens.
With
respect to each Mortgage Loan which is a Second Lien, (i) the related First
Lien
does not provide for negative amortization, (ii) either no consent for the
Mortgage Loan is required by the holder of the First Lien or such consent
has
been obtained and is contained in the Mortgage File and (iii) such Second
Lien
is on a Residential Dwelling that is (or will be) the principal residence
of the
Mortgagor upon origination of the Second Lien;
(36) Prepayment
Charges in Mortgage Loan Documents.
The
Mortgage Loan Documents with respect to each Mortgage Loan subject to Prepayment
Charges specifically authorizes such Prepayment Charges to be collected,
such
Prepayment Charges are permissible and enforceable in accordance with the
terms
of the related Mortgage Loan Documents and all applicable federal, state
and
local laws (except to the extent that the enforceability thereof may be limited
by bankruptcy, insolvency, moratorium, receivership and other similar laws
relating to creditors’ rights generally or the collectability thereof may be
limited due to acceleration in connection with a foreclosure) and each
Prepayment Charge was originated in compliance with all applicable federal,
state and local laws;
(37) Compliance
with Patriot Act.
The
Seller has complied with all applicable anti-money laundering laws and
regulations, including without limitation the USA Patriot Act of 2001
(collectively, the “Anti-Money Laundering Laws”). The Seller has established an
anti-money laundering compliance program as required by the Anti-Money
Laundering Laws, has conducted the requisite due diligence in connection
with
the origination of each Mortgage Loan for purposes of the Anti-Money Laundering
Laws, including with respect to the legitimacy of the applicable Mortgagor
and
the origin of the assets used by the said Mortgagor to purchase the property
in
question, and maintains, and will maintain, sufficient information to identify
the applicable Mortgagor for purposes of the Anti-Money Laundering Laws;
no
Mortgage Loan is subject to nullification pursuant to Executive Order 13224
(the
“Executive Order”) or the regulations promulgated by the Office of Foreign
Assets Control of the United States Department of the Treasury (the “OFAC
Regulations”) or in violation of the Executive Order or the OFAC Regulations,
and no Mortgagor is subject to the provisions of such Executive Order or
the
OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC
Regulations;
(38) MERS
Mortgage Loans.
With
respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and such
MIN
is accurately provided on the related Mortgage Loan Schedule. The related
Assignment of Mortgage to MERS has been duly and properly recorded or has
been
delivered for recording to the applicable recording office. With respect
to each
MERS Mortgage Loan, the Seller has not received any notice of liens or legal
actions with respect to such Mortgage Loan and no such notices have been
electronically posted by MERS;
(39) FACT
Act.
The
sale or transfer of the Mortgage Loan by the Seller complies with all applicable
federal, state, and local laws, rules, and regulations governing such sale
or
transfer, including, without limitation, the Fair and Accurate Credit
Transactions Act (“FACT Act”) and the Fair Credit Reporting Act, each as may be
amended from time to time, and the Seller has not received any actual or
constructive notice of any identity theft, fraud, or other misrepresentation
in
connection with such Mortgage Loan or any party thereto.
(40) Qualified
Mortgage.
Each
Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
the Code and Treasury Regulation Section 1.860G-2(a)(1);
(41) Condos
and PUDs.
If the
Residential Dwelling on the Mortgaged Property is a condominium unit or a
unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project meets the eligibility
requirements of Xxxxxx Mae and Xxxxxxx Mac;
(42) Appraised
Value.
All
improvements which were considered in determining the Appraised Value of
the
related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property;
(43) No
Additional Collateral.
The
Mortgage Note is not and has not been secured by any collateral except the
lien
of the corresponding Mortgage on the Mortgaged Property and the security
interest of any applicable security agreement or chattel mortgage referred
to in
(xi) above;
(44) Buydown
Mortgage Loans.
No
Mortgage Loan contains provisions pursuant to which Monthly Payments are
(a)
paid or partially paid with funds deposited in any separate account established
by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b) paid
by
any source other than the Mortgagor or (c) contains any other similar provisions
which may constitute a “buydown” provision;
(45) No
Convertible Mortgage Loans; No Graduated Payments or Contingent
Interests.
No
Mortgage Loan is a Convertible Mortgage Loan. The Mortgage Loan is not a
graduated payment mortgage loan, and the Mortgage Loan does not have a shared
appreciation or other contingent interest feature;
(46) Disclosure
Materials.
The
Mortgagor has executed a statement to the effect that the Mortgagor has received
all disclosure materials required by applicable law with respect to the making
of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and
adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans
and
rescission materials with respect to Refinanced Mortgage Loans, and such
statement is and will remain in the Mortgage File;
(47) Recordation
of Mortgages.
Each
original Mortgage was recorded and all subsequent assignments of the original
Mortgage (other than the assignment to the Purchaser) have been recorded,
or are
in the process of being recorded, in the appropriate jurisdictions wherein
such
recordation is necessary to perfect the lien thereof as against creditors
of the
Seller. As to any Mortgage Loan which is not a MERS Mortgage Loan, the
Assignment of Mortgage is in recordable form (except for the name of the
assignee which is blank) and is acceptable for recording under the laws of
the
jurisdiction in which the Mortgaged Property is located;
(48) Texas
Refinance Loans.
Each
Mortgage Loan originated in the state of Texas pursuant to Article XVI, Section
50(a)(6) of the Texas Constitution (a “Texas Refinance Loan”) has been
originated in compliance with the provisions of Article XVI, Section 50(a)(6)
of
the Texas Constitution, Texas Civil Statutes and the Texas Finance Code.
With
respect to each Texas Refinance Loan that is a Cash Out Refinancing, the
related
Mortgage Loan Documents state that the Mortgagor may prepay such Texas Refinance
Loan in whole or in part without incurring a Prepayment Charge. The Seller
does
not collect any such Prepayment Charges in connection with any such Texas
Refinance Loan;
(49) Verification
of Down Payment.
Unless
otherwise set forth on the Mortgage Loan Schedule, the source of the down
payment with respect to each Mortgage Loan has been fully verified by the
Seller;
(50) Tax
Service Contracts.
The
Seller shall, at its own expense, cause each Mortgage Loan to be covered
by a
“life of loan” Tax Service Contract which is assignable to the Purchaser or its
designee at no cost to the Purchaser or its designee; provided however, that
if
the Seller fails to purchase such Tax Service Contract, the Seller shall
be
required to reimburse the Purchaser for all costs and expenses incurred by
the
Purchaser in connection with the purchase of any such Tax Service
Contract;
(51) Flood
Zone Service Contracts.
Each
Mortgage Loan is covered by a “life of loan” Flood Zone Service Contract which
is assignable to the Purchaser or its designee at no cost to the Purchaser
or
its designee or, for each Mortgage Loan not covered by such Flood Zone Service
Contract, the Seller agrees to purchase such Flood Zone Service
Contract;
(52) No
Cooperatives; No Commercial Property; No Mixed Use Property, No Manufacture
Housing.
No
Mortgage Loan is secured by cooperative housing, commercial property,
manufactured housing, a mobile home or mixed use property;
(53) Secondary
Market Sales.
Each
Mortgage Loan is eligible for sale in the secondary market or for inclusion
in a
Securitization Transaction without unreasonable credit enhancement;
(54) No
Adverse Selection.
No
selection procedures were used by the Seller that identified the Mortgage
Loans
as being less desirable or valuable than other comparable mortgage loans
in the
Seller’s portfolio;
(55) Georgia.
No
Mortgage Loan originated or modified on or after October 1, 2002 and prior
to
March 7, 2003 is secured by a Mortgaged Property located in the State of
Georgia. No Mortgage Loan originated on or after March 7, 2003 is a “high cost
home loan” as defined under the Georgia Fair Lending Act.
(56) New
Jersey Manufactured Housing Loans.
No
Mortgage Loan is a “manufactured housing loan” pursuant to the NJ Act, and one
hundred percent of the amount financed of any purchase money Second Lien
Mortgage Loan subject to the NJ Act was used for the purchase of the related
Mortgaged Property;
(57) Reserved;
(58) No
Ground Leases.
No
Mortgage Loan is secured in whole or in part by the interest of the Mortgagor
as
a lessee under a ground lease of the related Mortgaged Property;
(59) Massachusetts
Refinanced Mortgage Loans.
No
Mortgage Loan secured by a Mortgaged Property located in the Commonwealth
of
Massachusetts was made to pay off or refinance an existing loan or other
debt of
the related borrower (as the term “borrower” is defined in the regulations
promulgated by the Massachusetts Secretary of State in connection with
Massachusetts House Xxxx 4880 (2004)) unless either (1) (a) the related Mortgage
Interest Rate (that would be effective once the introductory rate expires,
with
respect to Adjustable Rate Mortgage Loans) did or would not exceed by more
than
2.25% the yield on United States Treasury securities having comparable periods
of maturity to the maturity of the related Mortgage Loan as of the fifteenth
day
of the month immediately preceding the month in which the application for
the
extension of credit was received by the related lender or (b) the Mortgage
Loan
is an “open-end home loan” (as such term is used in the Massachusetts House Xxxx
4880 (2004)) and the related Mortgage Note provides that the related Mortgage
Interest Rate may not exceed at any time the Prime rate index as published
in
The Wall Street Journal plus a margin of one percent, or (2) such Mortgage
Loan
is in the "borrower's interest," as documented by a "borrower's interest
worksheet" for the particular Mortgage Loan, which worksheet incorporates
the
factors set forth in Massachusetts House Xxxx 4880 (2004) and the regulations
promulgated thereunder for determining "borrower's interest," and otherwise
complies in all material respects with the laws of the Commonwealth of
Massachusetts;
(60) Broker
Fees.
The
Mortgagor has not made or caused to be made any payment in the nature of
an
“average” or “yield spread premium” to a mortgage broker or a like Person which
has not been fully disclosed to the Mortgagor;
(61) Acceptable
Investment.
The
Seller has no knowledge of any circumstances or condition with respect to
the
Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit
standing that can reasonably be expected to cause the Mortgage Loan to be
an
unacceptable investment, cause the Mortgage Loan to become delinquent, cause
the
Mortgage Loan to not be paid in full when due, or adversely affect the value
of
the Mortgage Loan;
(62) No
Notification of Prepayments in Full.
The
Mortgage Loan was not prepaid in full prior to the Closing Date and the Seller
has not received notification from a Mortgagor that a prepayment in full
shall
be made after the Closing Date;
(63) Limitation
on number of Mortgage Notes per Borrower.
No
Mortgagor is the obligor on more than two Mortgage Notes;
(64) Prepayment
Charges; With
respect to any Mortgage Loan that contains a provision permitting imposition
of
a Prepayment Charge upon a Principal Prepayment prior to maturity: (i) prior
to
the Mortgage Loan’s origination, the Mortgagor agreed to such Prepayment Charge
in exchange for a monetary benefit, including but not limited to a Mortgage
Interest Rate or fee reduction, (ii) prior to the Mortgage Loan’s origination,
the Mortgagor was offered the option of obtaining a Mortgage Loan that did
not
require payment of a Prepayment Charge and the originator of the Mortgage
Loan
had a written policy of offering borrowers, or requiring third-party brokers
to
offer borrowers, the option of obtaining a mortgage loan that did not require
the payment of a Prepayment Charge, (iii) the Prepayment Charge is disclosed
to
the Mortgagor in the Mortgage Loan Documents pursuant to state and federal
law
applicable to the Mortgage Loan, (iv) for Mortgage Loans originated on or
after
October 1, 2002, the duration of the prepayment period shall not exceed three
(3) years from the date of the Mortgage Note, unless the Mortgage Loan was
modified to reduce the prepayment period to no more than three years from
the
date of the Mortgage Note and the Mortgagor was notified in writing of such
reduction in the prepayment period, (v) no Mortgage Loan originated prior
to
October 1, 2002 has a Prepayment Charge longer than five years and (vi)
notwithstanding any state or federal law to the contrary, the Seller shall
not
impose such Prepayment Charge in any instance when the Mortgage Loan is
accelerated or paid off in connection with the workout of a delinquent mortgage
or due to the Mortgagor’s default. Each Prepayment Charge is permissible,
collectable and enforceable.
(65) No
Predatory Lending.
No
predatory, abusive or deceptive lending practices, including but not limited
to,
the extension of credit to a Mortgagor without regard for the Mortgagor’s
ability to repay the Mortgage Loan and the extension of credit to a Mortgagor
which has no tangible net benefit to the Mortgagor, were employed in connection
with the origination of the Mortgage Loan. Each Mortgage Loan is in compliance
with the anti-predatory lending eligibility for purchase requirements of
Xxxxxx
Mae’s Selling Guide. No Mortgagor was encouraged or required to select a
Mortgage Loan product offered by the Mortgage Loan’s originator which is a
higher cost product designed for less creditworthy borrowers, unless at the
time
of the Mortgage Loan’s origination, such Mortgagor did not qualify taking into
account credit history and debt to income ratios for a lower cost credit
product
then offered by the Mortgage Loan’s originator or any affiliate of the Mortgage
Loan’s originator. If, at the time of the related loan application, the
Mortgagor may have qualified for a lower cost credit product then offered
by any
mortgage lending affiliate of the Mortgage Loan’s originator, the Mortgage
Loan’s originator referred the Mortgagor’s application to such affiliate for
underwriting consideration;
(66) Underwriting
Methodology.
The
methodology used in underwriting the extension of credit for each Mortgage
Loan
employs objective mathematical principles which relate the Mortgagor’s income,
assets and liabilities to the proposed payment and such underwriting methodology
did and does not rely solely on the extent of the Mortgagor’s equity in the
collateral as the principal determining factor in approving such credit
extension. Such underwriting methodology confirmed that at the time of
origination (application/approval) the Mortgagor had a reasonable ability
to
make timely payments on the Mortgage Loan.
(67) Points
and Fees Disclosed.
All
points, fees and charges, including finance charges (whether or not financed,
assessed, collected or to be collected), in connection with the origination
and
servicing of any Mortgage Loan were disclosed in writing to the related
Mortgagor in accordance with applicable state and federal law and regulation
and
no related Mortgagor was charged “points and fees” (whether or not financed) in
an amount that exceeds the greater of (1) 5% of the principal amount of such
loan or (2) $1,000. For the purposes of this representation, “points and fees”
(a) include origination, underwriting, broker and finder’s fees and charges that
the lender imposed as a condition of making the Mortgage Loan, whether they
are
paid to the lender or a third party; and (b) exclude bona fide discount points,
fees paid for actual services rendered in connection with the origination
of the
Mortgage Loan (such as attorneys’ fees, notaries fees and fees paid for property
appraisals, credit reports, surveys, title examinations and extracts, flood
and
tax certifications, and home inspections) and the cost of mortgage insurance
or
credit-risk price adjustments; the costs of title, hazard, and flood insurance
policies; state and local transfer taxes or fees; escrow deposits for the
future
payment of taxes and insurance premiums; and other miscellaneous fees and
charges, which miscellaneous fees and charges in total, do not exceed 0.25
percent of the loan amount);
(68) Full
File Credit Reporting (Xxxxxx Mae).
The
Seller will transmit full-file credit reporting data for each Mortgage Loan
pursuant to Xxxxxx Xxx Guide Announcement 95-19 and for each Mortgage Loan,
Seller agrees it shall report one of the following statuses each month as
follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
foreclosed, or charged-off;
(69) No
Credit Life Policies.
No
Mortgagor was required to purchase any single premium credit insurance policy
(e.g. life, mortgage, disability, accident, unemployment, property or health
insurance product) or debt cancellation agreement as a condition of obtaining
the extension of credit. No Mortgagor obtained a prepaid single premium credit
insurance policy (e.g. life, mortgage, disability, accident, unemployment,
property or health insurance product) in connection with the origination
of the
Mortgage Loan, and no proceeds from any Mortgage Loan were used to purchase
single-premium credit insurance policies or debt cancellation agreements
as part
of the origination of, or as a condition to closing, such Mortgage Loan;
(70) Full
File Credit Reporting (Past Practice; Future Practice).
The
Seller and any predecessor servicer has fully furnished, in accordance with
the
Fair Credit Reporting Act and its implementing regulations, accurate and
complete information (e.g., favorable and unfavorable) on its borrower credit
files to Equifax, Experian and Trans Union Credit Information Company (three
of
the credit repositories) on a monthly basis; and the Seller will fully furnish,
in accordance with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information (e.g., favorable and unfavorable)
on its borrower credit files to Equifax, Experian and Trans Credit Information
Company (three of the credit repositories), on a monthly basis; and
(71) No
Arbitration.
With
respect to each Mortgage Loan, neither the related Mortgage nor the related
Mortgage Note requires the Mortgagor to submit to arbitration to resolve
any
dispute arising out of or relating in any way to the Mortgage Loan; No Mortgagor
agreed to submit to arbitration to resolve any dispute arising out of or
relating in any way to the Mortgage Loan.
EXHIBIT
G
Representation
and Warranties with Respect to the GreenPoint Mortgage Loans
Except
for “Mortgage Loans”, which shall mean the GreenPoint Mortgage Loans sold by the
Seller to the Purchaser, all capitalized terms in this Exhibit G shall have
the
meanings ascribed to them in the GreenPoint Purchase Agreement.
(i) The
information set forth in the related Mortgage Loan Schedule and the Mortgage
Loan data delivered to the Purchaser on the Data Tape is complete, true and
correct in all material respects;
(ii) The
Mortgage Loan is in compliance with all requirements set forth in the related
Confirmation, and the characteristics of the related Mortgage Loan Package
as
set forth in the related Confirmation are true and correct;
(iii) All
payments required to be made up to the close of business on the Closing Date
for
such Mortgage Loan under the terms of the Mortgage Note have been made; the
Seller has not advanced funds, or induced, solicited or knowingly received
any
advance of funds from a party other than the owner of the related Mortgaged
Property, directly or indirectly, for the payment of any amount required
by the
Mortgage Note or Mortgage. No payment under the Mortgage Loan has been
delinquent at any time since the origination of the Mortgage Loan;
(iv) There
are
no delinquent taxes, ground rents, water charges, sewer rents, assessments,
insurance premiums, leasehold payments, including assessments payable in
future
installments or other outstanding charges affecting the related Mortgaged
Property;
(v) The
Mortgaged Property is located in the state identified in the related Mortgage
Loan Schedule and is improved by a Residential Dwelling;
(vi) The
terms
of the Mortgage Note and the Mortgage have not been impaired, waived, altered
or
modified in any respect, except by written instruments, recorded in the
applicable public recording office or registered with the MERS System if
necessary to maintain the lien priority of the Mortgage, and which have been
delivered to the Purchaser; the substance of any such waiver, alteration
or
modification has been approved by the insurer under the Primary Insurance
Policy
or LPMI Policy, if any, and the title insurer, to the extent required by
the
related policy, and is reflected on the related Mortgage Loan Schedule. No
instrument of waiver, alteration or modification has been executed, and no
Mortgagor has been released, in whole or in part, except in connection with
an
assumption agreement approved by the insurer under the Primary Insurance
Policy
or LPMI Policy, if any, the title insurer, to the extent required by the
policy,
and which assumption agreement has been delivered to the Purchaser and the
terms
of which are reflected in the related Mortgage Loan Schedule;
(vii) The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, nor will
the
operation of any of the terms of the Mortgage Note and/or the Mortgage, or
the
exercise of any right thereunder, render the Mortgage unenforceable, in whole
or
in part, or subject to any right of rescission, set-off, counterclaim or
defense, including the defense of usury and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect
thereto;
(viii) All
buildings upon the Mortgaged Property are insured by an insurer acceptable
to
FNMA and FHLMC against loss by fire, hazards of extended coverage and such
other
hazards as are customary in the area where the Mortgaged Property is located,
pursuant to insurance policies conforming to the requirements of the Servicing
Addendum. All such insurance policies contain a standard mortgagee clause
naming
the Seller, its successors and assigns as mortgagee and all premiums thereon
have been paid. If the Mortgaged Property is in an area identified on a Flood
Hazard Map or Flood Insurance Rate Map issued by the Federal Emergency
Management Agency as having special flood hazards (and such flood insurance
has
been made available) a flood insurance policy meeting the requirements of
the
current guidelines of the Federal Insurance Administration is in effect which
policy conforms to the requirements of FNMA and FHLMC. The Mortgage obligates
the Mortgagor thereunder to maintain all such insurance at the Mortgagor’s cost
and expense, and on the Mortgagor’s failure to do so, authorizes the holder of
the Mortgage to maintain such insurance at Mortgagor’s cost and expense and to
seek reimbursement therefor from the Mortgagor;
(ix) Any
and
all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity, fair housing, disclosure laws
or
all predatory and abusive lending laws applicable to the origination and
servicing of mortgage loans of a type similar to the Mortgage Loans have
been
complied with and the consummation of the transactions contemplated hereby
will
not involve the violation of any such laws, and the Seller shall maintain
in its
possession, available for the inspection of the Purchaser or its designee,
and
shall upon two Business Days’ request, evidence of compliance with such
requirements;
(x) The
Mortgage has not been satisfied, cancelled, subordinated or rescinded, in
whole
or in part, and the Mortgaged Property has not been released from the lien
of
the Mortgage, in whole or in part, nor has any instrument been executed that
would effect any such satisfaction, cancellation, subordination, rescission
or
release;
(xi) The
related Mortgage is properly recorded and is a valid, existing and enforceable
(A) first lien and first priority security interest with respect to each
Mortgage Loan which is indicated by the Seller to be a First Lien (as reflected
on the Mortgage Loan Schedule), or (B) second lien and second priority security
interest with respect to each Mortgage Loan which is indicated by the Seller
to
be a Second Lien (as reflected on the Mortgage Loan Schedule), in either
case,
on the Mortgaged Property, including all improvements on the Mortgaged Property
subject only to (a) the lien of current real property taxes and assessments
not
yet due and payable, (b) covenants, conditions and restrictions, rights of
way,
easements and other matters of the public record as of the date of recording
being acceptable to mortgage lending institutions generally and specifically
referred to in the lender’s title insurance policy delivered to the originator
of the Mortgage Loan and which do not adversely affect the Appraised Value
of
the Mortgaged Property, (c) other matters to which like properties are commonly
subject which do not materially interfere with the benefits of the security
intended to be provided by the Mortgage or the use, enjoyment, value or
marketability of the related Mortgaged Property and (d) with respect to each
Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
Loan
(as reflected on the Mortgage Loan Schedule) a First Lien on the Mortgaged
Property. Any security agreement, chattel mortgage or equivalent document
related to and delivered in connection with the Mortgage Loan establishes
and
creates a valid, existing and enforceable (A) first lien and first priority
security interest with respect to each Mortgage Loan which is indicated by
the
Seller to be a First Lien (as reflected on the Mortgage Loan Schedule) or
(B)
second lien and second priority security interest with respect to each Mortgage
Loan which is indicated by the Seller to be a Second Lien Mortgage Loan (as
reflected on the Mortgage Loan Schedule), in either case, on the property
described therein and the Seller has full right to sell and assign the same
to
the Purchaser. The Mortgaged Property was not, as of the date of origination
of
the Mortgage Loan, subject to a mortgage, deed of trust, deed to secure debt
or
other security instrument creating a lien subordinate to the lien of the
Mortgage;
(xii) The
Mortgage Note and the related Mortgage are genuine and each is the legal,
valid
and binding obligation of the maker thereof, enforceable in accordance with
its
terms except as enforceability is limited by bankruptcy, insolvency or
reorganization or other similar laws affecting the enforcement of the rights
of
creditors and general principals of equity, whether enforcement is sought
in a
proceeding in equity or at law;
(xiii) All
parties to the Mortgage Note and the Mortgage had legal capacity to enter
into
the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage,
and the Mortgage Note and the Mortgage have been duly and properly executed
by
such parties. The Mortgagor is a natural person;
(xiv) The
proceeds of the Mortgage Loan have been fully disbursed to or for the account
of
the Mortgagor and there is no obligation for the Mortgagee to advance additional
funds thereunder and any and all requirements as to completion of any on-site
or
off-site improvement and as to disbursements of any escrow funds therefor
have
been complied with. All costs, fees and expenses incurred in making or closing
the Mortgage Loan and the recording of the Mortgage have been paid, and the
Mortgagor is not entitled to any refund of any amounts paid or due to the
Mortgagee pursuant to the Mortgage Note or Mortgage;
(xv) The
Seller is the sole legal, beneficial and equitable owner of the Mortgage
Note
and the Mortgage. The Seller has full right and authority under all governmental
and regulatory bodies having jurisdiction over such Seller, subject to no
interest or participation of, or agreement with, any party, to transfer and
sell
the Mortgage Loan to the Purchaser pursuant to this Agreement free and clear
of
any encumbrance or right of others, equity, lien, pledge, charge, mortgage,
claim, participation interest or security interest of any nature (collectively,
a “Lien”); and immediately upon the transfers and assignments herein
contemplated, the Seller shall have transferred and sold all of its right,
title
and interest in and to each Mortgage Loan and the Purchaser will hold good,
marketable and indefeasible title to, and be the owner of, each Mortgage
Loan
subject to no Lien;
(xvi) All
parties which have had any interest in the Mortgage Loan, whether as originator,
mortgagee, assignee, pledgee or otherwise, are (or, during the period in
which
they held and disposed of such interest, were): (A) organized under the laws
of
such state, or (B) qualified to do business in such state, or (C) federal
savings and loan associations or national banks having principal offices
in such
state, or (D) not doing business in such state so as to require qualification
or
licensing, or (E) not otherwise required to be licensed in such state. All
parties which have had any interest in the Mortgage Loan were in compliance
with
any and all applicable “doing business” and licensing requirements of the laws
of the state wherein the Mortgaged Property is located or were not required
to
be licensed in such state;
(xvii) The
Mortgage Loan is covered by an American Land Title Association (“ALTA”) ALTA
lender’s title insurance policy (which, in the case of an Adjustable Rate
Mortgage Loan has an adjustable rate mortgage endorsement in the form of
ALTA
6.0 or 6.1), issued by a title insurer acceptable to FNMA and FHLMC and
qualified to do business in the jurisdiction where the Mortgaged Property
is
located, insuring (subject to the exceptions contained above in (xi)(a) and
(b)
and, with respect to each Mortgage Loan which is indicated by the Seller
to be a
Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) clause
(d)) the Seller, its successors and assigns as to the first priority lien
of the
Mortgage in the original principal amount of the Mortgage Loan and, with
respect
to any Adjustable Rate Mortgage Loan, against any loss by reason of the
invalidity or unenforceability of the lien resulting from the provisions
of the
Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly
Payment. Additionally, such lender’s title insurance policy affirmatively
insures ingress and egress to and from the Mortgaged Property, and against
encroachments by or upon the Mortgaged Property or any interest therein.
The
Seller is the sole insured of such lender’s title insurance policy, and such
lender’s title insurance policy is in full force and effect and will be in full
force and effect upon the consummation of the transactions contemplated by
this
Agreement. No claims have been made under such lender’s title insurance policy,
and no prior holder of the related Mortgage, including the Seller, has done,
by
act or omission, anything which would impair the coverage of such lender’s title
insurance policy;
(xviii) There
is
no default, breach, violation or event of acceleration existing under the
Mortgage or the Mortgage Note and no event which, with the passage of time
or
with notice and the expiration of any grace or cure period, would constitute
a
default, breach, violation or event of acceleration, and the Seller has not
waived any default, breach, violation or event of acceleration. With respect
to
each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
Loan (as reflected on the Mortgage Loan Schedule) (i) the First Lien is in
full
force and effect, (ii) there is no default, breach, violation or event of
acceleration existing under such First Lien mortgage or the related mortgage
note, (iii) no event which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a default, breach,
violation or event of acceleration thereunder, and either (A) the First Lien
mortgage contains a provision which allows or (B) applicable law requires,
the
mortgagee under the Second Lien Mortgage Loan to receive notice of, and affords
such mortgagee an opportunity to cure any default by payment in full or
otherwise under the First Lien mortgage;
(xix) There
are
no mechanics’ or similar liens or claims which have been filed for work, labor
or material (and no rights are outstanding that under law could give rise
to
such lien) affecting the related Mortgaged Property which are or may be liens
prior to, or equal or coordinate with, the lien of the related
Mortgage;
(xx) All
improvements which were considered in determining the Appraised Value of
the
related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property;
(xxi) The
Mortgage Loan was originated by the Seller or by a savings and loan association,
a savings bank, a commercial bank or similar banking institution which is
supervised and examined by a federal or state authority, or by a mortgagee
approved as such by the Secretary of HUD;
(xxii) Payments
on the Mortgage Loan shall commence (with respect to any newly originated
Mortgage Loans) or commenced no more than sixty days after the proceeds of
the
Mortgage Loan were disbursed. The Mortgage Loan bears interest at the Mortgage
Interest Rate. With respect to each Mortgage Loan, the Mortgage Note is payable
on the first day of each month in Monthly Payments, which, (A) in the case
of a
Fixed Rate Mortgage Loan, are sufficient to fully amortize the original
principal balance over the original term thereof and to pay interest at the
related Mortgage Interest Rate, and (B) in the case of an Adjustable Rate
Mortgage Loan, are changed on each Adjustment Date, and in any case, are
sufficient to fully amortize the original principal balance over the original
term thereof and to pay interest at the related Mortgage Interest Rate. The
Index for each Adjustable Rate Mortgage Loan is as defined in the related
Mortgage Loan Schedule. With respect to each Mortgage Loan identified on
the
Mortgage Loan Schedule as an interest-only Mortgage Loan, the interest-only
period shall not exceed the period specified on the Mortgage Loan Schedule
and
following the expiration of such interest-only period, the remaining Monthly
Payments shall be sufficient to fully amortize the original principal balance
over the remaining term of the Mortgage Loan. The Mortgage Note does not
permit
negative amortization. No Mortgage Loan is a Convertible Mortgage
Loan;
(xxiii) The
origination and collection practices used by the Seller with respect to each
Mortgage Note and Mortgage have been in all respects legal, proper, prudent
and
customary in the mortgage origination and servicing industry. The Mortgage
Loan
has been serviced by the Seller and any predecessor servicer in accordance
with
all applicable laws, rules and regulations, the terms of the Mortgage Note
and
Mortgage, and the FNMA and FHLMC servicing guides. With respect to escrow
deposits and Escrow Payments (other than with respect to each Mortgage Loan
which is indicated by the Seller to be a Second Lien Mortgage Loan and for
which
the mortgagee under the First Lien is collecting Escrow Payments (as reflected
on the Mortgage Loan Schedule)), if any, all such payments are in the possession
of, or under the control of, the Seller and there exist no deficiencies in
connection therewith for which customary arrangements for repayment thereof
have
not been made. No escrow deposits or Escrow Payments or other charges or
payments due the Seller have been capitalized under any Mortgage or the related
Mortgage Note and no such escrow deposits or Escrow Payments are being held
by
the Seller for any work on a Mortgaged Property which has not been
completed;
(xxiv) The
Mortgaged Property is free of damage and waste and is in good repair, and
there
is no proceeding pending or, to the best of the Seller’s knowledge, threatened
for the total or partial condemnation thereof nor is such a proceeding currently
occurring;
(xxv) The
Mortgage and related Mortgage Note contain customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (a) in the case of a Mortgage designated as
a deed
of trust, by trustee’s sale, and (b) otherwise by judicial foreclosure. The
Mortgaged Property has not been subject to any bankruptcy proceeding or
foreclosure proceeding and the Mortgagor has not filed for protection under
applicable bankruptcy laws. There is no homestead or other exemption available
to the Mortgagor which would interfere with the right to sell the Mortgaged
Property at a trustee’s sale or the right to foreclose the Mortgage;
(xxvi) The
Mortgagor has not notified the Seller and the Seller has no knowledge of
any
relief requested or allowed to the Mortgagor under the Servicemembers Civil
Relief Act;
(xxvii) The
Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
of
the Seller in effect at the time the Mortgage Loan was originated; and the
Mortgage Note and Mortgage are on forms acceptable to FNMA and
FHLMC;
(xxviii) The
Mortgage Note is not and has not been secured by any collateral except the
lien
of the corresponding Mortgage on the Mortgaged Property and the security
interest of any applicable security agreement or chattel mortgage referred
to in
(xi) above;
(xxix) The
Mortgage File contains an appraisal of the related Mortgaged Property which,
(a)
with respect to First Lien Mortgage Loans, was on appraisal form 1004 or
form
2055 with an interior inspection, or (b) with respect to Second Lien Mortgage
Loans, was on appraisal form 704, 2065 or 2055 with an exterior only inspection,
and (c) with respect to (a) or (b) above, was made and signed, prior to the
approval of the Mortgage Loan application, by a qualified appraiser, duly
appointed by the Seller, who had no interest, direct or indirect in the
Mortgaged Property or in any loan made on the security thereof, whose
compensation is not affected by the approval or disapproval of the Mortgage
Loan
and who met the minimum qualifications of FNMA and FHLMC. Each appraisal
of the
Mortgage Loan was made in accordance with the relevant provisions of the
Financial Institutions Reform, Recovery, and Enforcement Act of
1989;
(xxx) In
the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve as such, has been properly designated and currently
so
serves and is named in the Mortgage, and no fees or expenses are or will
become
payable by the Purchaser to the trustee under the deed of trust, except in
connection with a trustee’s sale after default by the Mortgagor;
(xxxi) No
Mortgage Loan is a Buydown Mortgage Loan.
(xxxii) The
Mortgage Loan is not a graduated payment mortgage loan or a balloon Mortgage
Loan, and the Mortgage Loan does not have a shared appreciation or other
contingent interest feature;
(xxxiii) The
Mortgagor has executed a statement to the effect that the Mortgagor has received
all disclosure materials required by applicable law with respect to the making
of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and
adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans
and
rescission materials with respect to Refinanced Mortgage Loans, and such
statement is and will remain in the Mortgage File;
(xxxiv) No
Mortgage Loan was made in connection with (a) the construction or rehabilitation
of a Mortgaged Property or (b) facilitating the trade-in or exchange of a
Mortgaged Property;
(xxxv) The
Seller has no knowledge of any circumstances or condition with respect to
the
Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit
standing that can reasonably be expected to cause the Mortgage Loan to be
an
unacceptable investment, cause the Mortgage Loan to become delinquent, cause
the
Mortgage Loan to not be paid in full when due, or adversely affect the value
of
the Mortgage Loan;
(xxxvi) With
respect to any Mortgage Loan with an original Loan-to-Value Ratio greater
than
80%, the Mortgage Loan will be insured by a Primary Insurance Policy, issued
by
a Qualified Insurer, which insures that portion of the Mortgage Loan in excess
of the portion of the Appraised Value of the Mortgaged Property required
by
FNMA. All provisions of such Primary Insurance Policy have been and are being
complied with, such policy is in full force and effect, and all premiums
due
there under have been paid. Any Mortgage subject to any such Primary Insurance
Policy obligates the Mortgagor there under to maintain such insurance and
to pay
all premiums and charges in connection therewith. The Mortgage Interest Rate
for
the Mortgage Loan does not include any such insurance premium. If a Mortgage
Loan is identified on the Mortgage Loan Schedule as subject to a Lender Paid
Mortgage Insurance Policy, such policy insures that portion of the Mortgage
Loan
set forth in the LPMI Policy. All provisions of any such LPMI Policy have
been
and are being complied with, such policy is in full force and effect, and
all
premiums due there under have been paid. The Mortgage Interest Rate for the
Mortgage Loan does not include the insurance premium for any LPMI
Policy;
(xxxvii) The
Mortgaged Property is lawfully occupied under applicable law; all inspections,
licenses and certificates required to be made or issued with respect to all
occupied portions of the Mortgaged Property and, with respect to the use
and
occupancy of the same, including but not limited to certificates of occupancy
and fire underwriting certificates, have been made or obtained from the
appropriate authorities. No improvement located on or being part of any
Mortgaged Property is in violation of any applicable zoning and subdivision
law,
ordinance or regulation;
(xxxviii) No
error,
omission, misrepresentation, negligence, fraud or similar occurrence with
respect to a Mortgage Loan has taken place on the part of any person, including
without limitation the Mortgagor, any appraiser, any builder or developer,
or
any other party involved in the origination of the Mortgage Loan or in the
application of any insurance in relation to such Mortgage Loan;
(xxxix) Each
original Mortgage was recorded and all subsequent assignments of the original
Mortgage (other than the assignment to the Purchaser) have been recorded,
or are
in the process of being recorded, in the appropriate jurisdictions wherein
such
recordation is necessary to perfect the lien thereof as against creditors
of the
Seller. As to any Mortgage Loan which is not a MERS Mortgage Loan, the
Assignment of Mortgage is in recordable form and is acceptable for recording
under the laws of the jurisdiction in which the Mortgaged Property is
located;
(xl) Any
principal advances made to the Mortgagor prior to the Cut-off Date have been
consolidated with the outstanding principal amount secured by the Mortgage,
and
the secured principal amount, as consolidated, bears a single interest rate
and
single repayment term reflected on the Mortgage Loan Schedule. The lien of
the
Mortgage securing the consolidated principal amount is expressly insured
as
having (A) first lien priority with respect to each Mortgage Loan which is
indicated by the Seller to be a First Lien (as reflected on the Mortgage
Loan
Schedule), or (B) second lien priority with respect to each Mortgage Loan
which
is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected
on
the Mortgage Loan Schedule), in either case, by a title insurance policy,
an
endorsement to the policy insuring the mortgagee’s consolidated interest or by
other title evidence acceptable to FNMA and FHLMC. The consolidated principal
amount does not exceed the original principal amount of the Mortgage
Loan;
(xli) If
the
Residential Dwelling on the Mortgaged Property is a condominium unit or a
unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project meets the eligibility
requirements of FNMA and FHLMC;
(xlii) Each
Mortgage Loan originated in the state of Texas pursuant to Article XVI, Section
50(a)(6) of the Texas Constitution (a “Texas Refinance Loan”) has been
originated in compliance with the provisions of Article XVI, Section 50(a)(6)
of
the Texas Constitution, Texas Civil Statutes and the Texas Finance Code.
With
respect to each Texas Refinance Loan that is a Cash Out Refinancing, the
related
Mortgage Loan Documents state that the Mortgagor may prepay such Texas Refinance
Loan in whole or in part without incurring a Prepayment Charge. The Seller
does
not collect any such Prepayment Charges in connection with any such Texas
Refinance Loan;
(xliii) Interest
on each Mortgage Loan is calculated on the basis of a 360-day year consisting
of
twelve 30-day months;
(xliv) The
Mortgaged Property is in material compliance with all applicable environmental
laws pertaining to environmental hazards including, without limitation,
asbestos, and neither the Seller nor, to the Seller’s knowledge, the related
Mortgagor, has received any notice of any violation or potential violation
of
such law;
(xlv) The
Seller shall, at its own expense, cause each Mortgage Loan to be covered
by a
“life of loan” Tax Service Contract which is assignable to the Purchaser or its
designee at no cost to the Purchaser or its designee; provided however, that
if
the Seller fails to purchase such Tax Service Contract, the Seller shall
be
required to reimburse the Purchaser for all costs and expenses incurred by
the
Purchaser in connection with the purchase of any such Tax Service
Contract;
(xlvi) Each
Mortgage Loan is covered by a “life of loan” Flood Zone Service Contract which
is assignable to the Purchaser or its designee at no cost to the Purchaser
or
its designee or, for each Mortgage Loan not covered by such Flood Zone Service
Contract, the Seller agrees to purchase such Flood Zone Service
Contract;
(xlvii) None
of
the Adjustable Rate Mortgage Loans include an option to convert to a Fixed
Rate
Mortgage Loan;
(xlviii) No
selection procedures were used by the Seller that identified the Mortgage
Loans
as being less desirable or valuable than other comparable mortgage loans
in the
Seller’s portfolio;
(xlix) The
Loan-to-Value Ratio of any Mortgage Loan at origination was not more than
95%
and the CLTV of any Mortgage Loan at origination was not more than
100%;
(l) Each
Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
the Code and Treasury Regulation Section 1.860G-2(a)(1);
(li) No
Mortgage Loan is (a) subject to, covered by or in violation of the provisions
of
the Homeownership and Equity Protection Act of 1994, as amended (“HOEPA”), (b) a
“high cost”, “covered”, “abusive”, “predatory”, “home loan”, “Section 10” or
“high risk” mortgage loan (or a similarly designated loan using different
terminology) under any federal, state or local law, or any other statute
or
regulation providing assignee liability to holders of such mortgage loans,
or
(c) subject to or in violation of any such or comparable federal, state or
local
statutes or regulations, (d) no Mortgage Loan is a high cost loan or a covered
loan, as applicable (as such terms are defined in Standard & Poor’s LEVELS
Version 5.6 Glossary Revised, Appendix E as of the related Closing
Date).
(lii) Each
Mortgage Loan has a valid and original Credit Score, with a minimum Credit
Score
as set forth in the related Commitment Letter;
(liii) No
Mortgage Loan had an original term to maturity of more than thirty (30)
years;
(liv) No
Mortgagor is the obligor on more than two Mortgage Notes;
(lv) Each
Mortgage contains a provision for the acceleration of the payment of the
unpaid
principal balance of the related Mortgage Loan in the event the related
Mortgaged Property is sold without the prior consent of the mortgagee
thereunder;
(lvi) With
respect to each Mortgage Loan which is a Second Lien, (i) the related first
lien
does not provide for negative amortization, and (ii) either no consent for
the
Mortgage Loan is required by the holder of the first lien or such consent
has
been obtained and is contained in the Mortgage File;
(lvii) No
Mortgage Loan originated prior to October 1, 2002 has a Prepayment Charge
longer
than five years after its origination;
(lviii) The
Mortgage Loan Documents with respect to each Mortgage Loan subject to Prepayment
Charges specifically authorizes such Prepayment Charges to be collected,
such
Prepayment Charges are permissible and enforceable in accordance with the
terms
of the related Mortgage Loan Documents and all applicable federal, state
and
local laws (except to the extent that the enforceability thereof may be limited
by bankruptcy, insolvency, moratorium, receivership and other similar laws
relating to creditors’ rights generally or the collectability thereof may be
limited due to acceleration in connection with a foreclosure) and each
Prepayment Charge was originated in compliance with all applicable federal,
state and local laws;
(lix) With
respect to any Mortgage Loan that contains a provision permitting imposition
of
a Prepayment Charge upon a Principal Prepayment prior to maturity: (i) prior
to
the Mortgage Loan’s origination, the Mortgagor agreed to such Prepayment Charge
in exchange for a monetary benefit, including but not limited to a Mortgage
Interest Rate or fee reduction, (ii) prior to the Mortgage Loan’s origination,
the Mortgagor was offered the option of obtaining a Mortgage Loan that did
not
require payment of a Prepayment Charge, (iii) the Prepayment Charge is disclosed
to the Mortgagor in the Mortgage Loan Documents pursuant to applicable state
and
federal law, (iv) for Mortgage Loans originated on or after September 1,
2004,
the duration of the prepayment period shall not exceed three (3) years from
the
date of the Mortgage Note, unless the Mortgage Loan was modified to reduce
the
prepayment period to no more than five years from the date of the Mortgage
Note
and the Mortgagor was notified in writing of such reduction in the prepayment
period, and (v) notwithstanding any state or federal law to the contrary,
the
Seller shall not impose such Prepayment Charge in any instance when the Mortgage
debt is accelerated as the result of the Mortgagor’s default in making the
Monthly Payments;
(lx) No
Mortgagor was required to purchase any credit life, disability, accident
or
health insurance product or debt cancellation agreement as a condition of
obtaining the extension of credit. No Mortgagor obtained a prepaid single
premium credit life, disability, accident or health insurance policy in
connection with the origination of the Mortgage Loan, and no proceeds from
any
Mortgage Loan were used to finance single-premium credit insurance policies
or
debt cancellation agreements as part of the origination of, or as a condition
to
closing, such Mortgage Loan;
(lxi) No
Mortgage Loan originated or modified on or after October 1, 2002 and prior
to
March 7, 2003 is secured by a Mortgaged Property located in the State of
Georgia;
(lxii) The
Seller and any predecessor servicer has fully furnished, in accordance with
the
Fair Credit Reporting Act and its implementing regulations, accurate and
complete information (e.g., favorable and unfavorable) on its borrower credit
files to Equifax, Experian and Trans Union Credit Information Company (three
of
the credit repositories) on a monthly basis; and the Seller will fully furnish,
in accordance with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information (e.g., favorable and unfavorable)
on its borrower credit files to Equifax, Experian and Trans Credit Information
Company (three of the credit repositories), on a monthly basis;
(lxiii) No
predatory, abusive or deceptive lending practices, including but not limited
to,
the extension of credit to a Mortgagor without regard for the Mortgagor’s
ability to repay the Mortgage Loan and the extension of credit to a Mortgagor
which has no tangible net benefit to the Mortgagor, were employed in connection
with the origination of the Mortgage Loan. Each Mortgage Loan is in compliance
with the anti-predatory lending eligibility for purchase requirements of
FNMA’s
Selling Guide;
(lxiv) The
Seller has complied with all applicable anti-money laundering laws and
regulations, including without limitation the USA Patriot Act of 2001
(collectively, the “Anti-Money Laundering Laws”). The Seller has established an
anti-money laundering compliance program as required by the Anti-Money
Laundering Laws, has conducted the requisite due diligence in connection
with
the origination of each Mortgage Loan for purposes of the Anti-Money Laundering
Laws, including with respect to the legitimacy of the applicable Mortgagor
and
the origin of the assets used by the said Mortgagor to purchase the property
in
question, and maintains, and will maintain, sufficient information to identify
the applicable Mortgagor for purposes of the Anti-Money Laundering Laws;
no
Mortgage Loan is subject to nullification pursuant to Executive Order 13224
(the
“Executive Order”) or the regulations promulgated by the Office of Foreign
Assets Control of the United States Department of the Treasury (the “OFAC
Regulations”) or in violation of the Executive Order or the OFAC Regulations,
and no Mortgagor is subject to the provisions of such Executive Order or
the
OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC
Regulations;
(lxv) No
Mortgagor was encouraged or required to select a Mortgage Loan product offered
by the Seller which is a higher cost product designed for less creditworthy
borrowers, unless at the time of the related Mortgage Loan’s origination, such
Mortgagor did not qualify taking into account credit history and debt to
income
ratios for a lower cost credit product then offered by the Seller or any
affiliate of the Seller. If, at the time of the related loan application,
the
Mortgagor may have qualified for a lower cost credit product then offered
by any
mortgage lending affiliate of the Seller, the Seller referred the Mortgagor’s
application to such affiliate for underwriting consideration;
(lxvi) The
methodology used in underwriting the extension of credit for each Mortgage
Loan
employs objective mathematical principles which relate the Mortgagor’s income,
assets and liabilities to the proposed payment and such underwriting methodology
does not rely on the extent of the Mortgagor’s equity in the collateral as the
principal determining factor in approving such credit extension. Such
underwriting methodology confirmed that at the time of origination
(application/approval) the Mortgagor had a reasonable ability to make timely
payments on the Mortgage Loan;
(lxvii) All
points, fees and charges, including finance charges (whether or not financed,
assessed, collected or to be collected), in connection with the origination
and
servicing of each Mortgage Loan were disclosed in writing to the related
Mortgagor in accordance with applicable state and federal law and regulation.
Except in the case of a Mortgage Loan in an original principal amount of
less
than $60,000 which would have resulted in an unprofitable origination, no
related Mortgagor was charged “points and fees” (whether or not financed) in an
amount greater than 5% of the principal amount of such loan, such 5% limitation
is calculated in accordance with FNMA’s anti-predatory lending requirements as
set forth in the FNMA Selling Guide;
(lxviii) The
Seller will transmit full-file credit reporting data for each Mortgage Loan
pursuant to Xxxxxx Xxx Guide Announcement 95-19 and for each Mortgage Loan,
Company agrees it shall report one of the following statuses each month as
follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
foreclosed, or charged-off;
(lxix) No
Mortgage Loan is a “manufactured housing loan” pursuant to the NJ Act, and one
hundred percent of the amount financed of any purchase money Second Lien
Mortgage Loan subject to the NJ Act was used for the purchase of the related
Mortgaged Property;
(lxx) With
respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and such
MIN
is accurately provided on the related Mortgage Loan Schedule. The related
assignment of Mortgage to MERS has been duly and properly recorded;
(lxxi) With
respect to each MERS Mortgage Loan, the Seller has not received any notice
of
liens or legal actions with respect to such Mortgage Loan and no such notices
have been electronically posted by MERS;
(lxxii) With
respect to each Mortgage Loan, neither the related Mortgage nor the related
Mortgage Note requires the Mortgagor to submit to arbitration to resolve
any
dispute arising out of or relating in any way to the Mortgage Loan
transaction;
(lxxiii) With
respect to any Mortgage Loan for which a mortgage loan application was submitted
by the Mortgagor after April 1, 2004, no such Mortgage Loan secured by a
Mortgage Property located in the State of Illinois is in violation of the
provisions of the Illinois Interest Act, including Section 4.1a which provides
that no such Mortgage Loan with a Mortgage Interest Rate in excess of 8.0%
per
annum has lender-imposed fees (or other charges) in excess of 3.0% of the
original principal balance of the Mortgage Loan;
(lxxiv) No
Mortgage Loan is secured in whole or in part by the interest of the Mortgagor
as
a lessee under a ground lease of the related Mortgaged Property;
(lxxv) No
Mortgage Loan originated on or after November 7, 2004 secured by a Mortgaged
Property located in the State of Massachusetts is a Refinanced Mortgage Loan,
or
such Mortgage Loan is in the "borrower's interest," as documented by a
"borrower's interest worksheet" for the particular Mortgage Loan, which
worksheet incorporates the factors set forth in Massachusetts House Xxxx
4880
(2004) and the regulations promulgated thereunder for determining "borrower's
interest," and otherwise complies in all material respects with the laws
of the
Commonwealth of Massachusetts.
(lxxvi) The
Mortgage Loan Documents and any other documents required to be delivered
with
respect to each Mortgage Loan have been delivered to the Purchaser all in
compliance with the specific requirements of this Agreement;
EXHIBIT
H
Representation
and Warranties with Respect to the HomeBanc Mortgage Loans
Except
for “Mortgage Loans”, which shall mean the HomeBanc Mortgage Loans sold by the
Seller to the Purchaser, all capitalized terms in this Exhibit H shall have
the
meanings ascribed to them in the HomeBanc Purchase Agreement.
The
Seller hereby represents and warrants to the Purchaser that, as to each Mortgage
Loan, as of the related Closing Date for such Mortgage Loan:
i) Mortgage
Loans as Described.
The
information set forth in the related Mortgage Loan Schedule and the Mortgage
Loan data delivered to the Purchaser in the Data File is complete, true and
correct. The Mortgage Loan is in compliance with all requirements set forth
in
the related Confirmation, and the characteristics of the related Mortgage
Loan
Package as set forth in the related Confirmation are true and
correct;
ii) Payments
Current.
All
payments required to be made up to the close of business on the Closing Date
for
such Mortgage Loan under the terms of the Mortgage Note have been made; unless
a
Mortgage Loan is a Buydown Mortgage Loan, the Seller has not advanced funds,
or
induced, solicited or knowingly received any advance of funds from a party
other
than the owner of the related Mortgaged Property, directly or indirectly,
for
the payment of any amount required by the Mortgage Note or Mortgage. Unless
otherwise set forth in the related Commitment Letter and Mortgage Loan Schedule,
there has been no delinquency, exclusive of any period of grace, in any payment
by the Mortgagor thereunder since the origination of the Mortgage
Loan;
iii) No
Outstanding Charges.
There
are no delinquent taxes, ground rents, water charges, sewer rents, assessments,
insurance premiums, leasehold payments, including assessments payable in
future
installments or other outstanding charges affecting the related Mortgaged
Property;
iv) Location
and Type of Mortgaged Property.
The
Mortgaged Property is located in the state identified in the related Mortgage
Loan Schedule and is improved by a Residential Dwelling;
v) Original
Terms Unmodified.
The
terms of the Mortgage Note and the Mortgage have not been impaired, waived,
altered or modified in any respect, except by written instruments, recorded
in
the applicable public recording office if necessary to maintain the lien
priority of the Mortgage, and which have been delivered to the Purchaser;
the
substance of any such waiver, alteration or modification has been approved
by
the insurer under the Primary Insurance Policy or LPMI Policy, if any, and
the
title insurer, to the extent required by the related policy, and is reflected
on
the related Mortgage Loan Schedule. No instrument of waiver, alteration or
modification has been executed, and no Mortgagor has been released, in whole
or
in part, except in connection with an assumption agreement approved by the
insurer under the Primary Insurance Policy or LPMI Policy, if any, the title
insurer, to the extent required by the policy, and which assumption agreement
has been delivered to the Purchaser and the terms of which are reflected
in the
related Mortgage Loan Schedule;
vi) No
Defenses.
The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set
off, counterclaim or defense, including the defense of usury, nor will the
operation of any of the terms of the Mortgage Note and/or the Mortgage, or
the
exercise of any right thereunder, render the Mortgage unenforceable, in whole
or
in part, or subject to any right of rescission, set off, counterclaim or
defense, including the defense of usury and no such right of rescission,
set
off, counterclaim or defense has been asserted with respect
thereto;
vii) Conformance
with Underwriting Guidelines and Agency Standards.
The
Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
of
the Seller in effect at the time the Mortgage Loan was originated; and the
Mortgage Note and Mortgage are on forms acceptable to Xxxxxx Xxx and Xxxxxxx
Mac;
viii) Hazard
Insurance.
All
buildings upon the Mortgaged Property are insured by a Qualified Insurer
acceptable to Xxxxxx Mae and Xxxxxxx Mac against loss by fire, hazards of
extended coverage and such other hazards as are customary in the area where
the
Mortgaged Property is located, in an amount not less than the lesser of (i)
100%
of the replacement cost of all improvements to the Mortgaged Property and
(ii)
either (A) the outstanding principal balance of the Mortgage Loan with respect
to each first lien Mortgage Loan or (B) with respect to each Second Lien
Mortgage Loan, the sum of the outstanding principal balance of the related
first
lien mortgage loan and the outstanding principal balance of the Second Lien
Mortgage Loan; provided, however, in no event shall the amount of insurance
be
less than the amount necessary to avoid the operation of any co-insurance
provisions with respect to the Mortgaged Property. All such insurance policies
contain a standard mortgagee clause naming the Seller, its successors and
assigns as mortgagee and all premiums thereon have been paid. If the Mortgaged
Property is in an area identified on a Flood Hazard Map or Flood Insurance
Rate
Map issued by the Federal Emergency Management Agency as having special flood
hazards (and such flood insurance has been made available) a flood insurance
policy meeting the requirements of the current guidelines of the Federal
Insurance Administration is in effect which policy conforms to the requirements
of Xxxxxx Mae and Xxxxxxx Mac. The Mortgage obligates the Mortgagor thereunder
to maintain all such insurance at the Mortgagor’s cost and expense, and on the
Mortgagor’s failure to do so, authorizes the holder of the Mortgage to maintain
such insurance at Mortgagor’s cost and expense and to seek reimbursement
therefor from the Mortgagor;
ix) Compliance
with Applicable Laws.
Any and
all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity, fair housing, disclosure laws
and
all predatory, abusive and fair lending laws applicable to the origination
and
servicing of mortgage loans of a type similar to the Mortgage Loans have
been
complied with and the consummation of the transactions contemplated hereby
will
not involve the violation of any such laws, and the Seller shall maintain
in its
possession, available for the inspection of the Purchaser or its designee,
and
shall deliver to the Purchaser or its designee, upon two Business Days’ request,
evidence of compliance with such requirements;
x) No
Satisfaction of Mortgage.
Subject
to representation and warranty (xi) below, the Mortgage has not been satisfied,
cancelled, subordinated or rescinded, in whole or in part, and the Mortgaged
Property has not been released from the lien of the Mortgage, in whole or
in
part, nor has any instrument been executed that would effect any such
satisfaction, cancellation, subordination, rescission or release;
xi) Valid
Lien.
The
related Mortgage is properly recorded and is a valid, existing and enforceable
(A) first lien and first priority security interest with respect to each
Mortgage Loan which is indicated by the Seller to be a First Lien (as reflected
on the Mortgage Loan Schedule), or (B) second lien and second priority security
interest with respect to each Mortgage Loan which is indicated by the Seller to
be a Second Lien (as reflected on the Mortgage Loan Schedule), in either
case,
on the Mortgaged Property, including all improvements on the Mortgaged Property
subject only to (a) the lien of current real property taxes and assessments
not
yet due and payable, (b) covenants, conditions and restrictions, rights of
way,
easements and other matters of the public record as of the date of recording
being acceptable to mortgage lending institutions generally and specifically
referred to in the lender’s title insurance policy delivered to the originator
of the Mortgage Loan and which do not adversely affect the Appraised Value
of
the Mortgaged Property, (c) other matters to which like properties are commonly
subject which do not materially interfere with the benefits of the security
intended to be provided by the Mortgage or the use, enjoyment, value or
marketability of the related Mortgaged Property and (d) with respect to each
Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
Loan
(as reflected on the Mortgage Loan Schedule) a First Lien on the Mortgaged
Property. Any security agreement, chattel mortgage or equivalent document
related to and delivered in connection with the Mortgage Loan establishes
and
creates a valid, existing and enforceable (A) first lien and first priority
security interest with respect to each Mortgage Loan which is indicated by
the
Seller to be a First Lien (as reflected on the Mortgage Loan Schedule) or
(B)
second lien and second priority security interest with respect to each Mortgage
Loan which is indicated by the Seller to be a Second Lien Mortgage Loan (as
reflected on the Mortgage Loan Schedule), in either case, on the property
described therein and the Seller has full right to sell and assign the same
to
the Purchaser. The Mortgaged Property was not, as of the date of origination
of
the Mortgage Loan, subject to a mortgage, deed of trust, deed to secure debt
or
other security instrument creating a lien subordinate to the lien of the
Mortgage;
xii) Validity
of Mortgage Loan Documents.
The
Mortgage Note and the related Mortgage are genuine and each is the legal,
valid
and binding obligation of the maker thereof, enforceable in accordance with
its
terms;
xiii) Legal
Capacity.
All
parties to the Mortgage Note and the Mortgage had legal capacity to enter
into
the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage,
and the Mortgage Note and the Mortgage have been duly and properly executed
by
such parties. The Mortgagor is a natural person;
xiv) Full
Disbursement of Proceeds.
Except
with respect to de minimis completion escrows, the proceeds of the Mortgage
Loan
have been fully disbursed to or for the account of the Mortgagor and there
is no
obligation for the Mortgagee to advance additional funds thereunder and any
and
all requirements as to completion of any on-site or off-site improvement
and as
to disbursements of any escrow funds therefor have been complied with. All
costs, fees and expenses incurred in making or closing the Mortgage Loan
and the
recording of the Mortgage have been paid, and the Mortgagor is not entitled
to
any refund of any amounts paid or due to the Mortgagee pursuant to the Mortgage
Note or Mortgage;
xv) Ownership.
The
Seller is the sole legal, beneficial and equitable owner of the Mortgage
Note
and the Mortgage. The Seller has full right and authority under all governmental
and regulatory bodies having jurisdiction over such Seller, subject to no
interest or participation of, or agreement with, any party, to transfer and
sell
the Mortgage Loan to the Purchaser pursuant to this Agreement free and clear
of
any encumbrance or right of others, equity, lien, pledge, charge, mortgage,
claim, participation interest or security interest of any nature (collectively,
a “Lien”); and immediately upon the transfers and assignments herein
contemplated, the Seller shall have transferred and sold all of its right,
title
and interest in and to each Mortgage Loan and the Purchaser will hold good,
marketable and indefeasible title to, and be the owner of, each Mortgage
Loan
subject to no Lien;
xvi) Doing
Business.
All
parties which have had any interest in the Mortgage Loan, whether as originator,
mortgagee, assignee, pledgee or otherwise, are (or, during the period in
which
they held and disposed of such interest, were): (A) organized under the laws
of
such state, or (B) qualified to do business in such state, or (C) federal
savings and loan associations or national banks having principal offices
in such
state, or (D) not doing business in such state so as to require qualification
or
licensing, or (E) not otherwise required to be licensed in such state. All
parties which have had any interest in the Mortgage Loan were in compliance
with
any and all applicable “doing business” and licensing requirements of the laws
of the state wherein the Mortgaged Property is located or were not required
to
be licensed in such state;
xvii) Title
Insurance.
The
Mortgage Loan is covered by an American Land Title Association (“ALTA”) ALTA
lender’s title insurance policy acceptable to Xxxxxx Xxx and Xxxxxxx Mac (which,
in the case of an Adjustable Rate Mortgage Loan has an adjustable rate mortgage
endorsement in the form of ALTA 6.0 or 6.1), issued by a title insurer
acceptable to Xxxxxx Xxx and Xxxxxxx Mac and qualified to do business in
the
jurisdiction where the Mortgaged Property is located, insuring (subject to
the
exceptions contained above in (xi)(a) and (b) and, with respect to each Mortgage
Loan which is indicated by the Seller to be a Second Lien Mortgage Loan (as
reflected on the Mortgage Loan Schedule) clause (d)) the Seller, its successors
and assigns as to the first priority lien of the Mortgage in the original
principal amount of the Mortgage Loan and, with respect to any Adjustable
Rate
Mortgage Loan, against any loss by reason of the invalidity or unenforceability
of the lien resulting from the provisions of the Mortgage providing for
adjustment in the Mortgage Interest Rate and Monthly Payment. Additionally,
such
lender’s title insurance policy affirmatively insures ingress and egress to and
from the Mortgaged Property, and against encroachments by or upon the Mortgaged
Property or any interest therein. The Seller is the sole insured of such
lender’s title insurance policy, and such lender’s title insurance policy is in
full force and effect and will be in full force and effect upon the consummation
of the transactions contemplated by this Agreement. No claims have been made
under such lender’s title insurance policy, and no prior holder of the related
Mortgage, including the Seller, has done, by act or omission, anything which
would impair the coverage of such lender’s title insurance policy;
xviii) No
Defaults.
There
is no default, breach, violation or event of acceleration existing under
the
Mortgage or the Mortgage Note and no event which, with the passage of time
or
with notice and the expiration of any grace or cure period, would constitute
a
default, breach, violation or event of acceleration, and the Seller has not
waived any default, breach, violation or event of acceleration. With respect
to
each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
Loan (as reflected on the Mortgage Loan Schedule) (i) the First Lien is in
full
force and effect, (ii) there is no default, breach, violation or event of
acceleration existing under such First Lien mortgage or the related mortgage
note, (iii) no event which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a default, breach,
violation or event of acceleration thereunder, and either (A) the First Lien
mortgage contains a provision which allows or (B) applicable law requires,
the
mortgagee under the Second Lien Mortgage Loan to receive notice of, and affords
such mortgagee an opportunity to cure any default by payment in full or
otherwise under the First Lien mortgage;
xix) No
Mechanics’ Liens.
There
are no mechanics’ or similar liens or claims which have been filed for work,
labor or material (and no rights are outstanding that under law could give
rise
to such lien) affecting the related Mortgaged Property which are or may be
liens
prior to, or equal or coordinate with, the lien of the related
Mortgage;
xx) Origination.
The
Mortgage Loan was originated by the Seller or by a savings and loan association,
a savings bank, a commercial bank or similar banking institution which is
supervised and examined by a federal or state authority, or by a mortgagee
approved as such by the Secretary of HUD;
xxi) Payment
Terms.
Payments on the Mortgage Loan shall commence (with respect to any newly
originated Mortgage Loans) or commenced no more than sixty days after the
proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears interest
at the Mortgage Interest Rate. With respect to each Mortgage Loan, the Mortgage
Note is payable on the first day of each month in Monthly Payments, which,
(A)
in the case of a Fixed Rate Mortgage Loan, are sufficient to fully amortize
the
original principal balance over the original term thereof (other than with
respect to a Mortgage Loan identified on the related Mortgage Loan Schedule
as
an interest-only Mortgage Loan during the interest-only period or a Mortgage
Loan which is identified on the related Mortgage Loan Schedule as a Balloon
Mortgage Loan) and to pay interest at the related Mortgage Interest Rate,
and
(B) in the case of an Adjustable Rate Mortgage Loan, are changed on each
Adjustment Date, and in any case, are sufficient to fully amortize the original
principal balance over the original term thereof (other than with respect
to a
Mortgage Loan identified on the related Mortgage Loan Schedule as an
interest-only Mortgage Loan during the interest-only period or a Mortgage
Loan
which is identified on the related Mortgage Loan Schedule as a Balloon Mortgage
Loan) and to pay interest at the related Mortgage Interest Rate. The Index
for
each Adjustable Rate Mortgage Loan is as defined in the related Mortgage
Loan
Schedule. With respect to each Mortgage Loan identified on the Mortgage Loan
Schedule as an interest-only Mortgage Loan, the interest-only period shall
not
exceed the period specified on the Mortgage Loan Schedule and following the
expiration of such interest-only period, the remaining Monthly Payments shall
be
sufficient to fully amortize the original principal balance over the remaining
term of the Mortgage Loan. With respect to each Balloon Mortgage Loan, the
Mortgage Note requires a monthly payment which is sufficient to fully amortize
the original principal balance over the original term thereof and to pay
interest at the related Mortgage Interest Rate and requires a final Monthly
Payment substantially greater than the preceding monthly payment which is
sufficient to repay the remaining unpaid principal balance of the Balloon
Mortgage Loan as of the Due Date of such Monthly Payment. No Balloon Mortgage
Loan has an original stated maturity of less than seven (7) years. The Mortgage
Note does not permit negative amortization. No Mortgage Loan had an original
term to maturity of more than thirty (30) years;
xxii) Origination
and Collection Practices; Escrow Deposits.
The
origination, servicing and collection practices used by the Seller with respect
to each Mortgage Note and Mortgage, including without limitation the
establishment, maintenance and servicing of the Escrow Accounts and Escrow
Payments, if any, since origination have been in all respects legal, proper,
prudent and customary in the mortgage origination and servicing industry.
The
Mortgage Loan has been serviced by the Seller and any predecessor servicer
in
accordance with all applicable laws, rules and regulations, the terms of
the
Mortgage Note and Mortgage, and the Xxxxxx Xxx and Xxxxxxx Mac servicing
guides.
With respect to escrow deposits and Escrow Payments (other than with respect
to
each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
Loan and for which the mortgagee under the First Lien is collecting Escrow
Payments (as reflected on the Mortgage Loan Schedule)), if any, all such
payments are in the possession of, or under the control of, the Seller and
there
exist no deficiencies in connection therewith for which customary arrangements
for repayment thereof have not been made. No escrow deposits or Escrow Payments
or other charges or payments due the Seller have been capitalized under any
Mortgage or the related Mortgage Note and, except with respect to de minimis
completion escrows, no such escrow deposits or Escrow Payments are being
held by
the Seller for any work on a Mortgaged Property which has not been
completed;
xxiii) Mortgaged
Property Undamaged.
The
Mortgaged Property is free of damage and waste and is in good repair, and
there
is no proceeding pending or, to the best of Seller’s knowledge, threatened for
the total or partial condemnation thereof nor is such a proceeding currently
occurring;
xxiv) Customary
Provisions.
The
Mortgage and related Mortgage Note contain customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (a) in the case of a Mortgage designated as
a deed
of trust, by trustee’s sale, and (b) otherwise by judicial foreclosure. The
Mortgaged Property has not been subject to any bankruptcy proceeding or
foreclosure proceeding and the Mortgagor has not filed for protection under
applicable bankruptcy laws. There is no homestead or other exemption available
to the Mortgagor which would interfere with the right to sell the Mortgaged
Property at a trustee’s sale or the right to foreclose the Mortgage; The
Mortgagor has not notified the Seller and the Seller has no knowledge of
any
relief requested or allowed to the Mortgagor under the Servicemembers Civil
Relief Act;
xxv) Appraisal.
Unless
otherwise set forth on the Mortgage Loan Schedule, the Mortgage File contains
an
appraisal of the related Mortgaged Property which, (a) with respect to First
Lien Mortgage Loans, was on appraisal form 1004 or form 2055 with an interior
inspection, or (b) with respect to Second Lien Mortgage Loans, was on appraisal
form 704, 2065 or 2055 with an exterior only inspection, and (c) with respect
to
(a) or (b) above, was made and signed, prior to the approval of the Mortgage
Loan application, by an appraiser, duly appointed by the Seller, who had
no
interest, direct or indirect in the Mortgaged Property or in any loan made
on
the security thereof, whose compensation is not affected by the approval
or
disapproval of the Mortgage Loan and who met the minimum qualifications of
Xxxxxx Mae and Xxxxxxx Mac. Each appraisal of the Mortgage Loan was made
in
accordance with the relevant provisions of the Financial Institutions Reform,
Recovery, and Enforcement Act of 1989;
xxvi) Deeds
of Trust.
In the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve as such, has been properly designated and currently
so
serves and is named in the Mortgage, and no fees or expenses are or will
become
payable by the Purchaser to the trustee under the deed of trust, except in
connection with a trustee’s sale after default by the Mortgagor;
xxvii) Construction
or Rehabilitation of Mortgaged Property.
No
Mortgage Loan was made in connection with (a) the construction or rehabilitation
of a Mortgaged Property other than construction-to-permanent mortgage loans
which have been converted to “permanent” mortgage loans or (b) facilitating the
trade-in or exchange of a Mortgaged Property;
xxviii) LTV;
CLTV.
The
Loan-to-Value Ratio of any Mortgage Loan at origination was not more than
100%
and the CLTV of any Mortgage Loan at origination was not more than 100%;
Each
Mortgage Loan (other than any Mortgage Loan underwritten pursuant to the
Seller’s Subprime Underwriting Guidelines) with an original Loan-to-Value Ratio
at origination greater than 80% is and will be subject to a Primary Insurance
Policy, issued by a Qualified Insurer, which insures that portion of the
Mortgage Loan in excess of the portion of the Appraised Value of the Mortgaged
Property as required by Xxxxxx Xxx. All provisions of such Primary Insurance
Policy have been and are being complied with, such policy is in full force
and
effect, and all premiums due thereunder have been paid. Any Mortgage subject
to
any such Primary Insurance Policy that is not an LPMI Policy obligates the
Mortgagor thereunder to maintain such insurance and to pay all premiums and
charges in connection therewith and the Mortgage Interest Rate for the Mortgage
Loan does not include any such insurance premium. If a Mortgage Loan is
identified on the Mortgage Loan Schedule as subject to a Lender Paid Mortgage
Insurance Policy, such policy insures that portion of the Mortgage Loan set
forth in the LPMI Policy. All provisions of any such LPMI Policy have been
and
are being complied with, such policy is in full force and effect, and all
premiums due thereunder have been paid;
xxix) Occupancy
of the Mortgaged Property.
The
Mortgaged Property is lawfully occupied under applicable law; all inspections,
licenses and certificates required to be made or issued with respect to all
occupied portions of the Mortgaged Property and, with respect to the use
and
occupancy of the same, including but not limited to certificates of occupancy
and fire underwriting certificates, have been made or obtained from the
appropriate authorities. No improvement located on or being part of any
Mortgaged Property is in violation of any applicable zoning and subdivision
law,
ordinance or regulation;
xxx) No
Error, Omission, Fraud etc.
No
error, omission, misrepresentation, negligence, fraud or similar occurrence
with
respect to a Mortgage Loan has taken place on the part of any person, including
without limitation the Mortgagor, any appraiser, any builder or developer,
or
any other party involved in the origination of the Mortgage Loan or in the
application of any insurance in relation to such Mortgage Loan;
xxxi) Consolidation
of Advances;
Lien
Priority. Any principal advances made to the Mortgagor prior to the Cut-off
Date
have been consolidated with the outstanding principal amount secured by the
Mortgage, and the secured principal amount, as consolidated, bears a single
interest rate and single repayment term reflected on the Mortgage Loan Schedule.
The lien of the Mortgage securing the consolidated principal amount is expressly
insured as having (A) first lien priority with respect to each Mortgage Loan
which is indicated by the Seller to be a First Lien (as reflected on the
Mortgage Loan Schedule), or (B) second lien priority with respect to each
Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
Loan
(as reflected on the Mortgage Loan Schedule), in either case, by a title
insurance policy, an endorsement to the policy insuring the mortgagee’s
consolidated interest or by other title evidence acceptable to Xxxxxx Mae
and
Xxxxxxx Mac. The consolidated principal amount does not exceed the original
principal amount of the Mortgage Loan;
xxxii) Environmental
Matters.
The
Mortgaged Property is in material compliance with all applicable environmental
laws pertaining to environmental hazards including, without limitation,
asbestos, and neither the Seller nor, to the Seller’s knowledge, the related
Mortgagor, has received any notice of any violation or potential violation
of
such law;
xxxiii) HOEPA.
No
Mortgage Loan is (a) subject to the provisions of the Homeownership and Equity
Protection Act of 1994 as amended (“HOEPA”), or has an “annual percentage rate”
or “total points and fees” payable by the borrower (as each such term is defined
under HOEPA) that equal or exceed the applicable thresholds defined under
HOEPA
(Section 32 of Regulation Z, 12 C.F.R. Section 226.32(a)(1)(i) and (ii)),
(b) a
“high cost” mortgage loan, “covered” mortgage loan (excluding home loans defined
as “covered home loans” in the New Jersey Home Ownership Security Act of 2002
that were originated between November 26, 2003 and July 7, 2004), “high risk
home” mortgage loan, or “predatory” mortgage loan or any other comparable term,
no matter how defined under any federal, state or local law, (c) subject
to any
comparable federal, state or local statutes or regulations, or any other
statute
or regulation providing for heightened regulatory scrutiny, assignee liability
to holders of such mortgage loans or additional legal liability for mortgage
loans having high interest rates, points and/or fees, or (d) a High Cost
Loan or
Covered Loan, as applicable (as such terms are defined in the current Standard
& Poor’s LEVELS® Glossary Revised, Appendix E);
xxxiv)
Due-On-Sale.
Each
Mortgage contains an enforceable provision for the acceleration of the payment
of the unpaid principal balance of the related Mortgage Loan in the event
the
related Mortgaged Property is sold or transferred without the prior consent
of
the mortgagee thereunder;
xxxv) Second
Liens.
With
respect to each Mortgage Loan which is a Second Lien, (i) the related First
Lien
does not provide for negative amortization, (ii) either no consent for the
Mortgage Loan is required by the holder of the First Lien or such consent
has
been obtained and is contained in the Mortgage File and (iii) such Second
Lien
is on a Residential Dwelling that is (or will be) the principal residence
of the
Mortgagor upon origination of the Second Lien;
xxxvi) Prepayment
Charges in Mortgage Loan Documents.
The
Mortgage Loan Documents with respect to each Mortgage Loan subject to Prepayment
Charges specifically authorizes such Prepayment Charges to be collected,
such
Prepayment Charges are permissible and enforceable in accordance with the
terms
of the related Mortgage Loan Documents and all applicable federal, state
and
local laws (except to the extent that the enforceability thereof may be limited
by bankruptcy, insolvency, moratorium, receivership and other similar laws
relating to creditors’ rights generally or the collectability thereof may be
limited due to acceleration in connection with a foreclosure) and each
Prepayment Charge was originated in compliance with all applicable federal,
state and local laws;
xxxvii) Compliance
with Patriot Act.
The
Seller has complied with all applicable anti-money laundering laws and
regulations (collectively, the “Anti-Money Laundering Laws”). If required by the
Anti-Money Laundering Laws, the Seller has established an anti-money laundering
compliance program as required by the Anti-Money Laundering Laws, has conducted
the requisite due diligence in connection with the origination of each Mortgage
Loan for purposes of the Anti-Money Laundering Laws, including with respect
to
the legitimacy of the applicable Mortgagor and the origin of the assets used
by
the said Mortgagor to purchase the property in question, and maintains, and
will
maintain, sufficient information to identify the applicable Mortgagor for
purposes of the Anti-Money Laundering Laws; no Mortgage Loan is subject to
nullification pursuant to Executive Order 13224 (the “Executive Order”) or the
regulations promulgated by the Office of Foreign Assets Control of the United
States Department of the Treasury (the “OFAC Regulations”) or in violation of
the Executive Order or the OFAC Regulations, and no Mortgagor is subject
to the
provisions of such Executive Order or the OFAC Regulations nor listed as
a
“blocked person” for purposes of the OFAC Regulations.;
xxxviii) MERS
Mortgage Loans.
No
Mortgage Loan is a MERS Mortgage Loan;
xxxix) FACT
Act.
The
sale or transfer of the Mortgage Loan by the Seller complies with all applicable
federal, state, and local laws, rules, and regulations governing such sale
or
transfer, including, without limitation, the Fair and Accurate Credit
Transactions Act (“FACT Act”) and the Fair Credit Reporting Act, each as may be
amended from time to time, and the Seller has not received any actual or
constructive notice of any identity theft, fraud, or other misrepresentation
in
connection with such Mortgage Loan or any party thereto.
xl) Qualified
Mortgage.
Each
Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
the Code and Treasury Regulation Section 1.860G-2(a)(1);
xli) Condos
and PUDs.
If the
Residential Dwelling on the Mortgaged Property is a condominium unit or a
unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project meets the eligibility
requirements of the Seller;
xlii) Appraised
Value.
All
improvements which were considered in determining the Appraised Value of
the
related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property unless otherwise affirmatively
insured under an ALTA lender’s title insurance policy issued in conformance with
subsection (xvii) hereof;
xliii) No
Additional Collateral.
The
Mortgage Note is not and has not been secured by any collateral except the
lien
of the corresponding Mortgage on the Mortgaged Property and the security
interest of any applicable security agreement or chattel mortgage referred
to in
(xi) above;
xliv) Buydown
Mortgage Loans.
With
respect to each Buydown Mortgage Loan:
xlv) (a)
On
or
before the date of origination of such Mortgage Loan, the Seller and the
Mortgagor, or the Seller, the Mortgagor and the seller of the Mortgaged Property
or a third party entered into a Buydown Agreement. The Buydown Agreement
provides that the seller of the Mortgaged Property (or third party) shall
deliver to the Seller temporary Buydown Funds in an amount equal to the
aggregate undiscounted amount of payments that, when added to the amount
the
Mortgagor on such Mortgage Loan is obligated to pay on each Due Date in
accordance with the terms of the Buydown Agreement, is equal to the full
scheduled Monthly Payment due on such Mortgage Loan. The temporary Buydown
Funds
enable the Mortgagor to qualify for the Buydown Mortgage Loan for the first
two
years of the term of such Mortgage Loan at an interest rate of not more than
2.0% less per annum than the Mortgage Interest Rate. The effective interest
rate
will increase in the seventh month of the Buydown Mortgage Loan so that the
effective interest rate will be equal to the interest rate as set forth in
the
related Mortgage Note.
xlvi) (b)
The
Mortgage and Mortgage Note reflect the permanent payment terms rather than
the
payment terms of the Buydown Agreement. The Buydown Agreement provides for
the
payment by the Mortgagor of the full amount of the Monthly Payment on any
Due
Date that the Buydown Funds are not available. The Buydown Funds were not
used
to reduce the original principal balance of the Mortgage Loan or to increase
the
Appraised Value of the Mortgaged Property when calculating the Loan-to-Value
Ratios for purposes of this Agreement and, if the Buydown Funds were provided
by
the Seller and if required under Agency Guidelines, the terms of the Buydown
Agreement were disclosed to the appraiser of the Mortgaged
Property;
xlvii) (c)
The
Buydown Funds may not be refunded to the Mortgagor unless the Mortgagor makes
a
principal payment for the outstanding balance of the Mortgage Loan;
xlviii) (d)
As
of the
Cut-off Date, the Buydown Mortgage Loans are 5% or less of the aggregate
Stated
Principal Balance of the Mortgage Loans; and
xlix)
(e)
As
of the
date of origination of the Mortgage Loan, the provisions of the related Buydown
Agreement complied with the requirements of Xxxxxx Xxx and Xxxxxxx Mac regarding
buydown agreements;
l) No
Convertible Mortgage Loans; No Graduated Payments or Contingent
Interests.
No
Mortgage Loan is a Convertible Mortgage Loan. The Mortgage Loan is not a
graduated payment mortgage loan, and the Mortgage Loan does not have a shared
appreciation or other contingent interest feature;
li) Disclosure
Materials.
The
Mortgagor has executed a statement to the effect that the Mortgagor has received
all disclosure materials required by applicable law with respect to the making
of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and
adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans
and
rescission materials with respect to Refinanced Mortgage Loans, and such
statement is and will remain in the Mortgage File;
lii) Recordation
of Mortgages.
Each
original Mortgage was recorded, or is in the process of being recorded, and
all
subsequent assignments of the original Mortgage (other than the assignment
to
the Purchaser) have been recorded, or are in the process of being recorded,
in
the appropriate jurisdictions wherein such recordation is necessary to perfect
the lien thereof as against creditors of the Seller. With respect to each
Mortgage Loan, the Assignment of Mortgage is in recordable form (except for
the
name of the assignee which is blank) and is acceptable for recording under
the
laws of the jurisdiction in which the Mortgaged Property is
located;
liii) Texas
Refinance Loans.
Each
Mortgage Loan originated in the state of Texas pursuant to Article XVI, Section
50(a)(6) of the Texas Constitution (a “Texas Refinance Loan”) has been
originated in compliance with the provisions of Article XVI, Section 50(a)(6)
of
the Texas Constitution, Texas Civil Statutes and the Texas Finance Code.
With
respect to each Texas Refinance Loan that is a Cash Out Refinancing, the
related
Mortgage Loan Documents state that the Mortgagor may prepay such Texas Refinance
Loan in whole or in part without incurring a Prepayment Charge. The Seller
does
not collect any such Prepayment Charges in connection with any such Texas
Refinance Loan;
liv) Verification
of Down Payment.
Unless
otherwise set forth on the Mortgage Loan Schedule, the source of the down
payment with respect to each Mortgage Loan has been fully verified by the
Seller;
lv) Tax
Service Contracts.
The
Seller shall, at its own expense, cause each Mortgage Loan to be covered
by a
“life of loan” Tax Service Contract;
lvi) Flood
Zone Service Contracts.
Each
Mortgage Loan is covered by a “life of loan” Flood Zone Service Contract which
is assignable to the Purchaser or its designee at no cost to the Purchaser
or
its designee or, for each Mortgage Loan not covered by such Flood Zone Service
Contract, the Seller agrees to purchase such Flood Zone Service
Contract;
lvii) No
Cooperatives; No Commercial Property; No Mixed Use Property, No Manufactured
Housing.
No
Mortgage Loan is secured by cooperative housing, commercial property,
manufactured housing, a mobile home or mixed use property;
lviii) Secondary
Market Sales.
Each
Mortgage Loan is eligible for sale in the secondary market or for inclusion
in a
Securitization Transaction without unreasonable credit enhancement as determined
by the Purchaser in its sole reasonable discretion;
lix) No
Adverse Selection.
No
selection procedures were used by the Seller that identified the Mortgage
Loans
as being less desirable or valuable than other comparable mortgage loans
in the
Seller’s portfolio;
lx) Georgia.
No
Mortgage Loan originated or modified on or after October 1, 2002 and prior
to
March 7, 2003 is secured by a Mortgaged Property located in the State of
Georgia. No Mortgage Loan originated on or after March 7, 2003 is a “high cost
home loan” as defined under the Georgia Fair Lending Act.
lxi) New
Jersey Manufactured Housing Loans.
No
Mortgage Loan is a “manufactured housing loan” pursuant to the NJ Act, and one
hundred percent of the amount financed of any purchase money Second Lien
Mortgage Loan subject to the NJ Act was used for the purchase of the related
Mortgaged Property;
lxii) Reserved;
lxiii) Ground
Leases.
With
respect to each Mortgage Loan that is secured in whole or in part by the
interest of the Mortgagor as a lessee under a ground lease of the related
Mortgaged Property (a “Ground Lease”) and not by a fee interest in such
Mortgaged Property:
(a) The
Mortgagor is the owner of a valid and subsisting interest as tenant under
the
Ground Lease;
(b) The
Ground Lease is in full force and effect, unmodified and not supplemented
by any
writing or otherwise;
(c) The
Mortgagor is not in default under any of the terms thereof and there are
no
circumstances which, with the passage of time or the giving of notice or
both,
would constitute an event of default thereunder;
(d) The
lessor under the Ground Lease is not in default under any of the terms or
provisions thereof on the part of the lessor to be observed or
performed;
(e) The
term
of the Ground Lease exceeds the maturity date of the related Mortgage Loan
by at
least five years;
(f) The
Ground Lease or a memorandum thereof has been recorded and by its terms permits
the leasehold estate to be mortgaged. The Ground Lease grants any leasehold
mortgagee standard protection necessary to protect the security of a leasehold
mortgagee;
(g) The
Ground Lease does not contain any default provisions that could give rise
to
forfeiture or termination of the Ground Lease except for the non-payment
of the
Ground Lease rents;
(h) The
execution, delivery and performance of the Mortgage do not require the consent
(other than those consents which have been obtained and are in full force
and
effect) under, and will not contravene any provision of or cause a default
under, the Ground Lease;
(i) The
Ground Lease provides that the leasehold can be transferred, mortgaged and
sublet an unlimited number of times either without restriction or on payment
of
a reasonable fee and delivery of reasonable documentation to the
lessor;
(j) The
Mortgagor has not commenced any action or given or received any notice for
the
purpose of terminating the Ground Lease;
(k) No
lessor, as debtor in possession or by a trustee for such lessor has give
any
notice of, and the Mortgagor has not consented to, any attempt to transfer
the
related Mortgaged Property free and clear of such Ground Lease under section
363(f) of the Bankruptcy Code; and
(l) No
lessor
is subject to any voluntary or involuntary bankruptcy, reorganization or
insolvency proceeding and no Mortgaged Property is an asset in any voluntary
or
involuntary bankruptcy, reorganization or insolvency proceeding.
lxiv) Massachusetts
Refinanced Mortgage Loans.
No
Mortgage Loan secured by a Mortgaged Property located in the Commonwealth
of
Massachusetts was made to pay off or refinance an existing loan or other
debt of
the related borrower (as the term “borrower” is defined in the regulations
promulgated by the Massachusetts Secretary of State in connection with
Massachusetts House Xxxx 4880 (2004)) unless either (1) (a) the related Mortgage
Interest Rate (that would be effective once the introductory rate expires,
with
respect to Adjustable Rate Mortgage Loans) did or would not exceed by more
than
2.25% the yield on United States Treasury securities having comparable periods
of maturity to the maturity of the related Mortgage Loan as of the fifteenth
day
of the month immediately preceding the month in which the application for
the
extension of credit was received by the related lender or (b) the Mortgage
Loan
is an “open-end home loan” (as such term is used in the Massachusetts House Xxxx
4880 (2004)) and the related Mortgage Note provides that the related Mortgage
Interest Rate may not exceed at any time the Prime rate index as published
in
The Wall Street Journal plus a margin of one percent, or (2) such Mortgage
Loan
is in the "borrower's interest," as documented by a "borrower's interest
worksheet" for the particular Mortgage Loan, which worksheet incorporates
the
factors set forth in Massachusetts House Xxxx 4880 (2004) and the regulations
promulgated thereunder for determining "borrower's interest," and otherwise
complies in all material respects with the laws of the Commonwealth of
Massachusetts;
lxv) Broker
Fees.
The
Mortgagor has not made or caused to be made any payment in the nature of
an
“average” or “yield spread premium” to a mortgage broker or a like Person which
has not been fully disclosed to the Mortgagor;
lxvi) Acceptable
Investment.
The
Seller has no knowledge of any circumstances or condition with respect to
the
Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit
standing that can reasonably be expected to cause the Mortgage Loan to be
an
unacceptable investment, cause the Mortgage Loan to become delinquent, cause
the
Mortgage Loan to not be paid in full when due, or adversely affect the value
of
the Mortgage Loan;
lxvii) No
Notification of Prepayments in Full.
The
Mortgage Loan was not prepaid in full prior to the Closing Date and the Seller
has not received notification from a Mortgagor that a prepayment in full
shall
be made after the Closing Date;
lxviii) Prepayment
Charges.
With
respect to any Mortgage Loan that contains a provision permitting imposition
of
a Prepayment Charge upon a Principal Prepayment prior to maturity: (i) prior
to
the Mortgage Loan’s origination, the Mortgagor agreed to such Prepayment Charge
in exchange for a monetary benefit, including but not limited to a Mortgage
Interest Rate or fee reduction, (ii) prior to the Mortgage Loan’s origination,
the Mortgagor was offered the option of obtaining a Mortgage Loan that did
not
require payment of a Prepayment Charge and the originator of the Mortgage
Loan
had a written policy of offering borrowers, or requiring third-party brokers
to
offer borrowers, the option of obtaining a mortgage loan that did not require
the payment of a Prepayment Charge, (iii) the Prepayment Charge is disclosed
to
the Mortgagor in the Mortgage Loan Documents pursuant to state and federal
law
applicable to the Mortgage Loan, (iv) for Mortgage Loans originated on or
after
October 1, 2002, the duration of the prepayment period shall not exceed three
(3) years from the date of the Mortgage Note, unless the Mortgage Loan was
modified to reduce the prepayment period to no more than three years from
the
date of the Mortgage Note and the Mortgagor was notified in writing of such
reduction in the prepayment period, (v) no Mortgage Loan originated prior
to
October 1, 2002 has a Prepayment Charge longer than five years and (vi)
notwithstanding any state or federal law to the contrary, the Seller shall
not
impose such Prepayment Charge in any instance when the Mortgage Loan is
accelerated or paid off in connection with the workout of a delinquent mortgage
or due to the Mortgagor’s default. Each Prepayment Charge is permissible,
collectable and enforceable.
lxix) No
Predatory Lending.
No
predatory, abusive or deceptive lending practices, including but not limited
to,
the extension of credit to a Mortgagor without regard for the Mortgagor’s
ability to repay the Mortgage Loan and the extension of credit to a Mortgagor
which has no tangible net benefit to the Mortgagor, were employed in connection
with the origination of the Mortgage Loan. Each Mortgage Loan is in compliance
with the anti-predatory lending eligibility for purchase requirements of
Xxxxxx
Mae’s Selling Guide. No Mortgagor was encouraged or required to select a
Mortgage Loan product offered by the Mortgage Loan’s originator which is a
higher cost product designed for less creditworthy borrowers, unless at the
time
of the Mortgage Loan’s origination, such Mortgagor did not qualify taking into
account credit history and debt to income ratios for a lower cost credit
product
then offered by the Mortgage Loan’s originator or any affiliate of the Mortgage
Loan’s originator. If, at the time of the related loan application, the
Mortgagor may have qualified for a lower cost credit product then offered
by any
mortgage lending affiliate of the Mortgage Loan’s originator, the Mortgage
Loan’s originator referred the Mortgagor’s application to such affiliate for
underwriting consideration;
lxx) Underwriting
Methodology.
The
methodology used in underwriting the extension of credit for each Mortgage
Loan
employs objective mathematical principles which relate the Mortgagor’s income,
credit history, assets and liabilities to the proposed payment and such
underwriting methodology did and does not rely on the extent of the Mortgagor’s
equity in the collateral as the principal determining factor in approving
such
credit extension. Such underwriting methodology confirmed that at the time
of
origination (application/approval) the Mortgagor had a reasonable ability
to
make timely payments on the Mortgage Loan.
lxxi) Points
and Fees Disclosed.
All
points and fees related to each Mortgage Loan were disclosed in writing to
the
related Borrower in accordance with applicable state and federal laws and
regulations. No Borrower was charged “points and fees” (whether or not financed)
in an amount greater than (a) $1,000 or (b) 5% of the principal amount of
such
Mortgage Loan, whichever is greater, such 5% limitation is calculated in
accordance with Xxxxxx Mae’s anti-predatory lending requirements as set forth in
the Xxxxxx Xxx Guides. For purposes of this representation, “points and fees”
(x) include origination, underwriting, broker and finder’s fees and charges that
the lender imposed as a condition of making the Mortgage Loan, whether they
are
paid to the lender or a third party, and (y) exclude bona fide discount points,
fees paid for actual services rendered in connection with the origination
of the
mortgage (such as attorneys’ fees, notaries fees and fees paid for property
appraisals, credit reports, surveys, title examinations and extracts, flood
and
tax certifications, and home inspections); the cost of mortgage insurance
or
credit-risk price adjustments; the costs of title, hazard, and flood insurance
policies; state and local transfer taxes or fees; escrow deposits for the
future
payment of taxes and insurance premiums; and other miscellaneous fees and
charges that, in total, do not exceed 0.25 percent of the loan amount. All
fees
and charges (including finance charges), whether or not financed, assessed,
collected or to be collected in connection with the origination and servicing
of
each Mortgage Loan were disclosed in writing to the related Mortgagor in
accordance with applicable state and federal laws and regulations;
lxxii) Full
File Credit Reporting (Xxxxxx Mae).
The
Seller will transmit full-file credit reporting data for each Mortgage Loan
pursuant to Xxxxxx Xxx Guide Announcement 95-19 and for each Mortgage Loan,
Seller agrees it shall report one of the following statuses each month as
follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
foreclosed, or charged-off;
lxxiii) No
Credit Life Policies.
No
Mortgagor was required to purchase any single premium credit insurance policy
(e.g. life, mortgage, disability, accident, unemployment, property or health
insurance product) or debt cancellation agreement as a condition of obtaining
the extension of credit. No Mortgagor obtained a prepaid single premium credit
insurance policy (e.g. life, mortgage, disability, accident, unemployment,
property or health insurance product) in connection with the origination
of the
Mortgage Loan, and no proceeds from any Mortgage Loan were used to purchase
single-premium credit insurance policies or debt cancellation agreements
as part
of the origination of, or as a condition to closing, such Mortgage Loan;
lxxiv) Full
File Credit Reporting (Past Practice; Future Practice).
The
Seller and any predecessor servicer has fully furnished, in accordance with
the
Fair Credit Reporting Act and its implementing regulations, accurate and
complete information (e.g., favorable and unfavorable) on its borrower credit
files to Equifax, Experian and Trans Union Credit Information Company (three
of
the credit repositories) on a monthly basis; and the Seller will fully furnish,
in accordance with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information (e.g., favorable and unfavorable)
on its borrower credit files to Equifax, Experian and Trans Credit Information
Company (three of the credit repositories), on a monthly basis; and
lxxv) No
Arbitration.
With
respect to each Mortgage Loan, neither the related Mortgage nor the related
Mortgage Note requires the Mortgagor to submit to arbitration to resolve
any
dispute arising out of or relating in any way to the Mortgage Loan; No Mortgagor
agreed to submit to arbitration to resolve any dispute arising out of or
relating in any way to the Mortgage Loan.
EXHIBIT
I
Representation
and Warranties with Respect to the MortgageIT Mortgage
Loans
Except
for “Mortgage Loans”, which shall mean the MortgageIT Mortgage Loans sold by the
Seller to the Purchaser, all capitalized terms in this Exhibit I shall have
the
meanings ascribed to them in the MortgageIT Purchase Agreement.
(i) The
information set forth in the related Mortgage Loan Schedule is complete,
true
and correct;
(ii) The
Mortgage Loan is in compliance with all requirements set forth in the related
Confirmation, and the characteristics of the related Mortgage Loan Package
as
set forth in the related Confirmation are true and correct;
(iii)
All
payments required to be made up to the close of business on the Closing Date
for
such Mortgage Loan under the terms of the Mortgage Note have been made. The
Seller has not advanced funds, or induced, solicited or knowingly received
any
advance of funds from a party other than the owner of the related Mortgaged
Property, directly or indirectly, for the payment of any amount required
by the
Mortgage Note or Mortgage; and there has been no delinquency, exclusive of
any
period of grace, in any payment by the Mortgagor thereunder since the
origination of the Mortgage Loan;
(iv)
There
are no delinquent taxes, ground rents, water charges, sewer rents, assessments,
insurance premiums, leasehold payments, including assessments payable in
future
installments or other outstanding charges affecting the related Mortgaged
Property;
(v)
The
terms of the Mortgage Note and the Mortgage have not been impaired, waived,
altered or modified in any respect, except by written instruments, recorded
in
the applicable public recording office or registered with the MERS System
if
necessary to maintain the lien priority of the Mortgage, and which have been
delivered to the Purchaser or its designee; the substance of any such waiver,
alteration or modification has been approved by the insurer under the Primary
Insurance Policy, if applicable, and the title insurer, to the extent required
by the related policy, and is reflected on the related Mortgage Loan Schedule.
No instrument of waiver, alteration or modification has been executed, and
no
Mortgagor has been released, in whole or in part, except in connection with
an
assumption agreement approved by the insurer under the Primary Insurance
Policy,
if applicable, and the title insurer, to the extent required by the policy,
and
which assumption agreement has been delivered to the Purchaser or its designee
and the terms of which are reflected in the related Mortgage Loan
Schedule;
(vi)
The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, nor will
the
operation of any of the terms of the Mortgage Note and the Mortgage, or the
exercise of any right thereunder, render the Mortgage unenforceable, in whole
or
in part, or subject to any right of rescission, set-off, counterclaim or
defense, including the defense of usury and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect thereto.
Each
Prepayment Charge or penalty with respect to any Mortgage Loan is permissible,
enforceable and collectible under applicable federal, state and local
law;
(vii) All
buildings upon the Mortgaged Property are insured by an insurer acceptable
to
FNMA and FHLMC against loss by fire, hazards of extended coverage and such
other
hazards as are customary in the area where the Mortgaged Property is located,
pursuant to insurance policies conforming to the requirements of FNMA and
FHLMC.
All such insurance policies contain a standard mortgagee clause naming the
Seller, its successors and assigns as mortgagee and all premiums thereon
have
been paid. If the Mortgaged Property is in an area identified on a Flood
Hazard
Map or Flood Insurance Rate Map issued by the Federal Emergency Management
Agency as having special flood hazards (and such flood insurance has been
made
available) a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration is in effect which policy
conforms to the requirements of FNMA and FHLMC. The Mortgage obligates the
Mortgagor thereunder to maintain all such insurance at the Mortgagor’s cost and
expense, and on the Mortgagor’s failure to do so, authorizes the holder of the
Mortgage to maintain such insurance at Mortgagor’s cost and expense and to seek
reimbursement therefor from the Mortgagor;
(viii) Any
and
all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures,
predatory and abusive lending, consumer credit protection, equal credit
opportunity, fair housing or disclosure laws applicable to the origination
and
servicing of mortgage loans of a type similar to the Mortgage Loans have
been
complied with;
(ix)
The
Mortgage has not been satisfied, cancelled, subordinated or rescinded, in
whole
or in part, and the Mortgaged Property has not been released from the lien
of
the Mortgage, in whole or in part, nor has any instrument been executed that
would effect any such satisfaction, cancellation, subordination, rescission
or
release;
(x) The
Mortgage is a valid, existing and enforceable first or second (as indicated
on
the Mortgage Loan Schedule) lien on the Mortgaged Property, including all
improvements on the Mortgaged Property subject only to (a) the lien of current
real property taxes and assessments not yet due and payable, (b) covenants,
conditions and restrictions, rights of way, easements and other matters of
the
public record as of the date of recording being acceptable to mortgage lending
institutions generally and specifically referred to in the lender’s title
insurance policy delivered to the originator of the Mortgage Loan and which
do
not adversely affect the Appraised Value of the Mortgaged Property, (c) to
the
extent the Mortgage Loan is a second lien Mortgage Loan, the related first
lien
on the Mortgaged Property; and (d) other matters to which like properties
are
commonly subject which do not materially interfere with the benefits of the
security intended to be provided by the Mortgage or the use, enjoyment, value
or
marketability of the related Mortgaged Property. Any security agreement,
chattel
mortgage or equivalent document related to and delivered in connection with
the
Mortgage Loan establishes and creates a valid, existing and enforceable first
or
second (as indicated on the Mortgage Loan Schedule) lien and first or second
(as
indicated on the Mortgage Loan Schedule) priority security interest on the
property described therein and the Seller has full right to sell and assign
the
same to the Purchaser. The Mortgaged Property was not, as of the date of
origination of the Mortgage Loan, subject to a mortgage, deed of trust, deed
to
secure debt or other security instrument creating a lien subordinate to the
lien
of the Mortgage;
(xi) The
Mortgage Note and the related Mortgage are genuine and each is the legal,
valid
and binding obligation of the maker thereof, enforceable in accordance with
its
terms except as such enforcement may be limited by bankruptcy;
(xii) All
parties to the Mortgage Note and the Mortgage had legal capacity to enter
into
the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage,
and the Mortgage Note and the Mortgage have been duly and properly executed
by
such parties. The Mortgagor is a natural person;
(xiii) The
proceeds of the Mortgage Loan have been fully disbursed to or for the account
of
the Mortgagor and there is no obligation for the Mortgagee to advance additional
funds thereunder and any and all requirements as to completion of any on-site
or
off-site improvement and as to disbursements of any escrow funds therefor
have
been complied with. All costs, fees and expenses incurred in making or closing
the Mortgage Loan and the recording of the Mortgage have been paid, and the
Mortgagor is not entitled to any refund of any amounts paid or due to the
Mortgagee pursuant to the Mortgage Note or Mortgage;
(xiv) The
Seller is the sole legal, beneficial and equitable owner of the Mortgage
Note
and the Mortgage and has full right to transfer and sell the Mortgage Loan
to
the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge,
claim or security interest;
(xv) All
parties which have had any interest in the Mortgage Loan, whether as mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which they
held
and disposed of such interest, were) in material compliance with any and
all
applicable “doing business” and licensing requirements of the laws of the state
wherein the Mortgaged Property is located (or were otherwise exempt from
such
requirements under applicable law);
(xvi) The
Mortgage Loan is covered by an American Land Title Association (“ALTA”) lender’s
title insurance policy (which, in the case of an Adjustable Rate Mortgage
Loan
has an adjustable rate mortgage endorsement in the form of ALTA 6.0 or 6.1)
acceptable to FNMA and FHLMC, issued by a title insurer acceptable to FNMA
and
FHLMC and qualified to do business in the jurisdiction where the Mortgaged
Property is located, insuring (subject to the exceptions contained in (x)(a)
and
(b) above) the Seller, its successors and assigns as to the first or second
(as
indicated on the Mortgage Loan Schedule) priority lien of the Mortgage in
the
original principal amount of the Mortgage Loan and, with respect to any
Adjustable Rate Mortgage Loan, against any loss by reason of the invalidity
or
unenforceability of the lien resulting from the provisions of the Mortgage
providing for adjustment in the Mortgage Interest Rate and Monthly Payment.
Additionally, such lender’s title insurance policy affirmatively insures ingress
and egress to and from the Mortgaged Property, and against encroachments
by or
upon the Mortgaged Property or any interest therein. The Seller is the sole
insured of such lender’s title insurance policy, and such lender’s title
insurance policy is in full force and effect and will be in full force and
effect upon the consummation of the transactions contemplated by this Agreement.
No claims have been made under such lender’s title insurance policy, and no
prior holder of the related Mortgage, including the Seller, has done, by
act or
omission, anything which would impair the coverage of such lender’s title
insurance policy;
(xvii) There
is
no default, breach, violation or event of acceleration existing under the
Mortgage or the Mortgage Note and no event which, with the passage of time
or
with notice and the expiration of any grace or cure period, would constitute
a
default, breach, violation or event of acceleration, and the Seller has not
waived any default, breach, violation or event of acceleration. With respect
to
each second lien mortgage loan (i) the first lien mortgage loan is in full
force
and effect, (ii) to the best of Seller’s knowledge, there is no default, breach,
violation or event of acceleration existing under such first lien mortgage
or
the related mortgage note, (iii) no event which, with the passage of time
or
with notice and the expiration of any grace or cure period, would constitute
a
default, breach, violation or event of acceleration thereunder, and either
(A)
the first lien mortgage contains a provision which allows or (B) applicable
law
requires, the mortgagee under the second lien Mortgage Loan to receive notice
of, and affords such mortgagee an opportunity to cure any default by payment
in
full or otherwise under the first lien mortgage;
(xviii) There
are
no mechanics’ or similar liens or claims which have been filed for work, labor
or material (and no rights are outstanding that under law could give rise
to
such lien) affecting the related Mortgaged Property which are or may be liens
prior to, or equal or coordinate with, the lien of the related
Mortgage;
(xix) All
improvements which were considered in determining the Appraised Value of
the
related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property;
(xx) As
of the
origination of the Mortgage Loan, no improvement located on the Mortgaged
Property was in violation of any applicable zoning or subdivision laws or
ordinances;
(xxi) The
Mortgage Loan was originated by the Seller or by a savings and loan association,
a savings bank, a commercial bank, credit union, insurance company or similar
banking institution which is supervised and examined by a federal or state
authority, or by a mortgagee approved as such by the Secretary of HUD pursuant
to Section 203 and 211 of the National Housing Act;
(xxii) Principal
payments on the Mortgage Loan commenced no more than sixty days after the
proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears interest
at the Mortgage Interest Rate. With respect to each Mortgage Loan, the Mortgage
Note is payable on the first day of each month in Monthly Payments, which,
other
than with respect to a Balloon Mortgage Loan, in the case of a Fixed Rate
Mortgage Loans, are sufficient to fully amortize the original principal balance
over the original term thereof and to pay interest at the related Mortgage
Interest Rate, and, in the case of an Adjustable Rate Mortgage Loan, are
changed
on each Adjustment Date, and in any case, are sufficient to fully amortize
the
original principal balance over the original term thereof and to pay interest
at
the related Mortgage Interest Rate. The Index for each Adjustable Rate Mortgage
Loan is as defined in the related Confirmation. With respect to each Balloon
Mortgage Loan, the Mortgage Note requires a monthly payment which is sufficient
to fully amortize the original principal balance over the original term thereof
and to pay interest at the related Mortgage Interest Rate and requires a
final
Monthly Payment substantially greater than the preceding monthly payment
which
is sufficient to repay the remained unpaid principal balance of the Balloon
Mortgage Loan as of the Due Date of such monthly payment. The Mortgage Note
does
not permit negative amortization. No Mortgage Loan is a Convertible Mortgage
Loan;
(xxiii) The
origination and collection practices used by the Seller with respect to each
Mortgage Note and Mortgage have been in all respects legal, proper, prudent
and
customary in the mortgage origination and servicing industry. The Mortgage
Loan
has been serviced by the Seller and any predecessor servicer in accordance
with
the terms of the Mortgage Note. With respect to escrow deposits and Escrow
Payments, if any, all such payments are in the possession of, or under the
control of, the Seller and there exist no deficiencies in connection therewith
for which customary arrangements for repayment thereof have not been made.
No
escrow deposits or Escrow Payments or other charges or payments due the Seller
have been capitalized under any Mortgage or the related Mortgage Note and
no
such escrow deposits or Escrow Payments are being held by the Seller for
any
work on a Mortgaged Property which has not been completed;
(xxiv) The
Mortgaged Property is in good repair and is free of material damage and waste
and there is no proceeding pending for the total or partial condemnation
thereof;
(xxv) The
Mortgage and related Mortgage Note contain customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (a) in the case of a Mortgage designated as
a deed
of trust, by trustee’s sale, and (b) otherwise by judicial foreclosure. The
Mortgaged Property has not been subject to any bankruptcy proceeding or
foreclosure proceeding and the Mortgagor has not filed for protection under
applicable bankruptcy laws. There is no homestead or other exemption available
to the Mortgagor which would interfere with the right to sell the Mortgaged
Property at a trustee’s sale or the right to foreclose the Mortgage. The
Mortgagor has not notified the Seller and the Seller has no knowledge of
any
relief requested or allowed to the Mortgagor under the Servicemembers’ Civil
Relief Act;
(xxvi) The
Mortgage Loan was underwritten in accordance with the underwriting standards
of
the Seller in effect at the time the Mortgage Loan was originated, which
underwriting standards satisfy the standards of FNMA and FHLMC; and the Mortgage
Note and Mortgage are on forms acceptable to FNMA and FHLMC;
(xxvii) The
Mortgage Note is not and has not been secured by any collateral except the
lien
of the corresponding Mortgage on the Mortgaged Property and the security
interest of any applicable security agreement or chattel mortgage referred
to in
(x) above;
(xxviii) The
Mortgage File contains an appraisal of the related Mortgaged Property which
satisfied the standards of FNMA and FHLMC, was on appraisal form 1004 or
form
2055 with an interior inspection, and was made and signed, prior to the approval
of the Mortgage Loan application, by a qualified appraiser, duly appointed
by
the Seller, who had no interest, direct or indirect in the Mortgaged Property
or
in any loan made on the security thereof, whose compensation is not affected
by
the approval or disapproval of the Mortgage Loan and who met the minimum
qualifications of FNMA and FHLMC. Each appraisal of the Mortgage Loan was
made
in accordance with the relevant provisions of the Financial Institutions
Reform,
Recovery, and Enforcement Act of 1989;
(xxix) In
the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve as such, has been properly designated and currently
so
serves and is named in the Mortgage, and no fees or expenses are or will
become
payable by the Purchaser to the trustee under the deed of trust, except in
connection with a trustee’s sale after default by the Mortgagor;
(xxx) No
Mortgage Loan contains provisions pursuant to which Monthly Payments are
(a)
paid or partially paid with funds deposited in any separate account established
by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b) paid
by
any source other than the Mortgagor or (c) contains any other similar provisions
which may constitute a “buydown” provision. The Mortgage Loan is not a graduated
payment mortgage loan and the Mortgage Loan does not have a shared appreciation
or other contingent interest feature;
(xxxi) The
Mortgagor has executed a statement to the effect that the Mortgagor has received
all disclosure materials required by applicable law with respect to the making
of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and
adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans
and
rescission materials with respect to Refinanced Mortgage Loans, and such
statement is and will remain in the Mortgage File;
(xxxii) No
Mortgage Loan was made in connection with (a) the construction or rehabilitation
of a Mortgaged Property or (b) facilitating the trade-in or exchange of a
Mortgaged Property;
(xxxiii) The
Seller has no knowledge of any circumstances or condition with respect to
the
Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit
standing that can reasonably be expected to cause the Mortgage Loan to be
an
unacceptable investment, cause the Mortgage Loan to become delinquent, or
adversely affect the value of the Mortgage Loan;
(xxxiv) No
Mortgage Loan had an LTV or a CLTV at origination in excess of 100%. Each
Prime/Alt-A Mortgage Loan with an LTV or CLTV at origination in excess of
80% is
and will be subject to a Primary Insurance Policy, issued by a Qualified
Insurer, which insures that portion of the Mortgage Loan in excess of the
portion of the Appraised Value of the Mortgaged Property required by FNMA.
All
provisions of such Primary Insurance Policy have been and are being complied
with, such policy is in full force and effect, and all premiums due thereunder
have been paid. Any Mortgage subject to any such Primary Insurance Policy
obligates the Mortgagor thereunder to maintain such insurance and to pay
all
premiums and charges in connection therewith. The Mortgage Interest Rate
for the
Prime/Alt-A Mortgage Loan does not include any such insurance
premium;
(xxxv) The
Mortgaged Property is, to the best of the Seller’s knowledge, lawfully occupied
under applicable law; all inspections, licenses and certificates required
to be
made or issued with respect to all occupied portions of the Mortgaged Property
and, with respect to the use and occupancy of the same, including but not
limited to certificates of occupancy, have been made or obtained from the
appropriate authorities;
(xxxvi) No
error,
omission, misrepresentation, negligence, fraud or similar occurrence with
respect to a Mortgage Loan has taken place on the part of the Mortgagor,
the
Seller, or to the best of Seller’s knowledge, any appraiser, any builder or
developer, or any other party involved in the origination of the Mortgage
Loan
or in the application of any insurance in relation to such Mortgage
Loan;
(xxxvii) For
each
Mortgage Loan that is not a MOM Loan, the Assignment of Mortgage is in
recordable form except for the name of the assignee that is blank and is
acceptable for recording under the laws of the jurisdiction in which the
Mortgaged Property is located. The original Mortgage was or is being recorded
and, unless the Mortgage Loan is subject to the MERS System, all subsequent
assignments of the original Mortgage (other than the assignment to Purchaser)
have been recorded in the appropriate jurisdiction wherein such recordation
is
necessary to perfect the lien thereof against creditors of Seller, or is
in the
process of being recorded.
(xxxviii) Any
principal advances made to the Mortgagor prior to the Cut-off Date have been
consolidated with the outstanding principal amount secured by the Mortgage,
and
the secured principal amount, as consolidated, bears a single interest rate
and
single repayment term. The lien of the Mortgage securing the consolidated
principal amount is expressly insured as having first or second lien priority
by
a title insurance policy or an endorsement to the policy insuring the
mortgagee’s consolidated interest. The consolidated principal amount does not
exceed the original principal amount of the Mortgage Loan;
(xxxix) Unless
otherwise set forth on the related Mortgage Loan Schedule, no Mortgage Loan
has
a balloon payment feature;
(xl)
If the
Residential Dwelling on the Mortgaged Property is a condominium unit or a
unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project meets the eligibility
requirements of FNMA and FHLMC;
(xli) The
source of the down payment with respect to each Mortgage Loan has been fully
verified by the Seller;
(xlii) Interest
on each Mortgage Loan is calculated on the basis of a 360-day year consisting
of
twelve 30-day months;
(xliii) The
Mortgaged Property is in material compliance with all applicable environmental
laws pertaining to environmental hazards including, without limitation,
asbestos, and neither the Seller nor, to the Seller’s knowledge, the related
Mortgagor, has received any notice of any violation or potential violation
of
such law;
(xliv) Seller
shall, at its own expense, cause each Mortgage Loan to be covered by a Tax
Service Contract which is assignable to the Purchaser or its designee; provided
however, that if the Seller fails to purchase such Tax Service Contract,
the
Seller shall be required to reimburse the Purchaser for all costs and expenses
incurred by the Purchaser in connection with the purchase of any such Tax
Service Contract;
(xlv) Each
Mortgage Loan is covered by a Flood Zone Service Contract which is assignable
to
the Purchaser or its designee or, for each Mortgage Loan not covered by such
Flood Zone Service Contract, the Seller agrees to purchase such Flood Zone
Service Contract;
(xlvi) No
Mortgage Loan is (a) subject to the provisions of the Homeownership and Equity
Protection Act of 1994 as amended (“HOEPA”), (b) a “high cost” mortgage loan,
“covered” mortgage loan, “high risk home” mortgage loan or “predatory” mortgage
loan or any other comparable term, no matter how defined under any federal,
state or local law, (c) subject to any comparable federal, state or local
statutes or regulations, or any other statute or regulation providing for
heightened regulatory scrutiny or assignee liability to holders of such mortgage
loans, or (d) a High Cost Loan or Covered Loan, as applicable (as such terms
are
defined in the current Standard & Poor’s LEVELS® Glossary Revised, Appendix
E);
(xlvii) No
predatory or deceptive lending practices, including but not limited to, the
extension of credit to a mortgagor without regard for the mortgagor’s ability to
repay the Mortgage Loan and the extension of credit to a mortgagor which
has no
apparent benefit to the mortgagor, were employed in connection with the
origination of the Mortgage Loan. Each Mortgage Loan is in compliance with
the
anti-predatory lending eligibility for purchase requirements of the FNMA
Guides;
(xlviii) Not
more
than one percent (1%) of the Mortgage Loans purchased on the related Closing
Date, measured by the aggregate Stated Principal Balance of such Mortgage
Loans
as of the related Cut-off Date, include a Mortgage Note for which a lost
note
affidavit with indemnification has been delivered;
(xlix) No
Mortgagor was required to purchase any single premium credit insurance policy
(e.g., life, disability, accident, unemployment, or health insurance product)
or
debt cancellation agreement as a condition of obtaining the extension of
credit.
No Mortgagor obtained a prepaid single premium credit insurance policy (e.g.,
life, disability, accident, unemployment, mortgage, or health insurance)
in
connection with the origination of the Mortgage Loan. No proceeds from any
Mortgage Loan were used to purchase single premium credit insurance policies
or
debt cancellation agreements as part of the origination of, or as a condition
to
closing, such Mortgage Loan;
(l) The
Mortgage Loans were not selected from the outstanding one to four-family
mortgage loans in the Seller’s portfolio at the related Closing Date as to which
the representations and warranties set forth in this Agreement could be made
in
a manner so as to affect adversely the interests of the Purchaser;
(li)
The
Mortgage contains an enforceable provision for the acceleration of the payment
of the unpaid principal balance of the Mortgage Loan in the event that the
Mortgaged Property is sold or transferred without the prior written consent
of
the mortgagee thereunder;
(lii)
The
Mortgage Loan complies with all applicable consumer credit statutes and
regulations, including, without limitation, the respective Uniform Consumer
Credit Code laws in effect in Colorado, Idaho, Indiana, Iowa, Kansas, Maine,
Oklahoma, South Carolina, Utah and Wyoming (to the extent that the related
Mortgaged Property is located in such state), has been originated by a properly
licensed entity, and in all other respects, complies with all of the material
requirements of any such applicable laws;
(liii) The
information set forth in the Prepayment Charge Schedule is complete, true
and
correct in all material respects and each Prepayment Charge is permissible,
enforceable and collectable under applicable federal and state law;
(liv) The
Mortgage Loan was not prepaid in full prior to the Closing Date and the Seller
has not received notification from a Mortgagor that a prepayment in full
shall
be made after the Closing Date;
(lv) No
Mortgage Loan is secured by cooperative housing, commercial property, mobile
homes, manufactured housing or mixed use property;
(lvi) Except
as
set forth on the related Mortgage Loan Schedule, none of the Mortgage Loans
are
subject to a Prepayment Charge. For any Mortgage Loan originated prior to
October 1, 2002 that is subject to a Prepayment Charge, such Prepayment Charge
does not extend beyond five years after the date of origination. For any
Mortgage Loan originated on or following October 1, 2002 that is subject
to a
Prepayment Charge, such Prepayment Charge does not extend beyond three years
after the date of origination. With respect to any Mortgage Loan that contains
a
provision permitting imposition of a Prepayment Charge upon a prepayment
prior
to maturity: (i) prior to the Mortgage Loan’s origination, the Mortgagor agreed
to such Prepayment Charge in exchange for a monetary benefit, including but
not
limited to a rate or fee reduction, (ii) prior to the Mortgage Loan’s
origination, the Mortgagor was offered the option of obtaining a Mortgage
Loan
that did not require payment of such a Prepayment Charge, (iii) the Prepayment
Charge is disclosed to the Mortgagor in the loan documents pursuant to
applicable state and federal law, (iv) for Mortgage Loans originated on or
after
September 1, 2004, the duration of the prepayment period shall not exceed
three
(3) years from the date of the Mortgage Note, unless the Mortgage Loan was
modified to reduce the prepayment period to no more than three years from
the
date of the Mortgage Note and the Mortgagor was notified in writing of such
reduction in prepayment period, and (v) notwithstanding any state or federal
law
to the contrary, the Seller shall not impose such Prepayment Charge in any
instance when the mortgage debt is accelerated as the result of the Mortgagor’s
default in making the loan payments;
(lvii) The
Seller has complied with all applicable anti-money laundering laws and
regulations, including without limitation the USA Patriot Act of 2001
(collectively, the “Anti-Money Laundering Laws”); the Seller has established an
anti-money laundering compliance program as required by the Anti-Money
Laundering Laws, has conducted the requisite due diligence in connection
with
the origination of each Mortgage Loan for purposes of the Anti-Money Laundering
Laws, including with respect to the legitimacy of the applicable Mortgagor
and
the origin of the assets used by the said Mortgagor to purchase the property
in
question, and maintains, and will maintain, sufficient information to identify
the applicable Mortgagor for purposes of the Anti-Money Laundering Laws.
No
Mortgage Loan is subject to nullification pursuant to Executive Order 13224
(the
“Executive Order”) or the regulations promulgated by the Office of Foreign
Assets Control of the United States Department of the Treasury (the “OFAC
Regulations”) or in violation of the Executive Order or the OFAC Regulations,
and no Mortgagor is subject to the provisions of such Executive Order or
the
OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC
Regulations;
(lviii) No
Mortgage Loan is secured by real property or secured by a manufactured home
located in the state of Georgia unless (x) such Mortgage Loan was originated
prior to October 1, 2002 or after March 6, 2003, or (y) the property securing
the Mortgage Loan is not, nor will be, occupied by the Mortgagor as the
Mortgagor’s principal dwelling. No Mortgage Loan is a “High Cost Home Loan” as
defined in the Georgia Fair Lending Act, as amended (the “Georgia Act”) or the
New York Banking Law 6-1. Each Mortgage Loan that is a “Home Loan” under the
Georgia Act complies with all applicable provisions of the Georgia Act. No
Mortgage Loan secured by owner occupied real property or an owner occupied
manufactured home located in the State of Georgia was originated (or modified)
on or after October 1, 2002 through and including March 6, 2003;
(lix) No
Mortgagor was encouraged or required to select a Mortgage Loan product offered
by the Mortgage Loan’s originator which is a higher cost product designed for
less creditworthy borrowers, unless at the time of the Mortgage Loan’s
origination, such Mortgagor did not qualify taking into account credit history
and debt to income ratios for a lower cost credit product then offered by
the
Mortgage Loan’s originator or any affiliate of the Mortgage Loan’s originator.
If, at the time of loan application, the Mortgagor may have qualified for
a for
a lower cost credit product then offered by any mortgage lending affiliate
of
the Mortgage Loan’s originator, the Mortgage Loan’s originator referred the
Mortgagor’s application to such affiliate for underwriting
consideration;
(lx) The
methodology used in underwriting the extension of credit for each Mortgage
Loan
employs objective mathematical principles which relate the Mortgagor’s income,
assets and liabilities to the proposed payment and such underwriting methodology
does not rely on the extent of the Mortgagor’s equity in the collateral as the
principal determining factor in approving such credit extension. Such
underwriting methodology confirmed that at the time of origination
(application/approval) the Mortgagor had a reasonable ability to make timely
payments on the Mortgage Loan;
(lxi) With
respect to each Mortgage Loan, the Seller has fully and accurately furnished
complete information on the related borrower credit files to Equifax, Experian
and Trans Union Credit Information Company, in accordance with the Fair Credit
Reporting Act and its implementing regulations, on a monthly basis and the
Seller for each Loan will furnish, in accordance with the Fair Credit Reporting
Act and its implementing regulations, accurate and complete information on
its
borrower credit files to Equifax, Experian, and Trans Union Credit Information
Company, on a monthly basis;
(lxii) All
points and fees related to each Mortgage Loan were disclosed in writing to
the
related Borrower in accordance with applicable state and federal law and
regulation. Except in the case of a Mortgage Loan in an original principal
amount of less than $60,000 which would have resulted in an unprofitable
origination, no related Borrower was charged “points and fees” (whether or not
financed) in an amount greater than 5% of the principal amount of such loan,
such 5% limitation is calculated in accordance with Xxxxxx Mae’s anti-predatory
lending requirements as set forth in the Xxxxxx Mae Selling Guide;
(lxiii) All
fees
and charges (including finance charges) and whether or not financed, assessed,
collected or to be collected in connection with the origination and servicing
of
each Mortgage Loan has been disclosed in writing to the Mortgagor in accordance
with applicable state and federal law and regulation;
(lxiv) The
Seller will transmit full-file credit reporting data for each Mortgage Loan
pursuant to Xxxxxx Xxx Guide Announcement 95-19 and for each Mortgage Loan,
Seller agrees it shall report one of the following statuses each month as
follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
foreclosed, or charged-off;
(lxv) No
Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home Loan
Protection Act effective October 16, 2003 (Act 1340 or 2003);
(lxvi) No
Mortgage Loan is a “High Cost Home Loan” as defined in the Kentucky high-cost
loan statute effective June 24, 2003 (Ky. Rev. Stat. Section 360.100);
(lxvii) No
Mortgage Loan secured by property located in the State of Nevada is a “home
loan” as defined in the Nevada Assembly Xxxx No. 284;
(lxviii) No
Mortgage Loan is a “manufactured housing loan” or “home improvement home loan”
pursuant to the New Jersey Home Ownership Act. No Mortgage Loan is a “High-Cost
Home Loan” or a refinanced “Covered Home Loan,” in each case, as defined in the
New Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A. 46;10B-22
et
seq.);
(lxix) Each
Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
the Code and Treasury Regulation Section 1.860G-2(a)(1);
(lxx) No
Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership
and
Equity protection Act;
(lxxi) No
Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
Protection Act effective January 1, 2004 (N.M. Stat. Xxx. §§ 58-21A-1 et seq.);
(lxxii) No
Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
seq.);
(lxxiii) No
Mortgage Loan originated in the City of Los Angeles is subject to the City
of
Los Angeles California Ordinance 175008 as a “home loan”;
(lxxiv) No
Mortgage Loan originated in the City of Oakland is subject to the City of
Oakland, California Ordinance 12361 as a “home loan”;
(lxxv) No
Mortgage Loan is a “High-Cost Home Loan” as defined under the Maine House Xxxx
383 X.X. 494, effective as of September 13, 2003;
(lxxvi) No
Mortgage Loan is a “High-Cost Home Mortgage Loan” as defined in the
Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004
(Mass. Xxx. Laws Ch. 183C);
(lxxvii) With
respect to any Mortgage Loan for which a mortgage loan application was submitted
by the Mortgagor after April 1, 2004, no such Mortgage Loan secured by Mortgaged
Property in the State of Illinois which has a Mortgage Interest Rate in excess
of 8.0% per annum has lender-imposed fees (or other charges) in excess of
3.0%
of the original principal balance of the Mortgage Loan;
(lxxviii) With
respect to each MOM Loan, a MIN has been assigned by MERS and such MIN is
accurately provided on the Mortgage Loan Schedule. The related Assignment
of
Mortgage to MERS has been duly and properly recorded, or has been delivered
for
recording to the applicable recording office;
(lxxix) With
respect to each MERS Mortgage Loan, Seller has not received any notice of
liens
or legal actions with respect to such Mortgage Loan and no such notices have
been electronically posted by MERS;
(lxxx) No
Mortgagor agreed to submit to arbitration to resolve any dispute arising
out of
or relating in any way to the Mortgage Loan transaction, and with respect
to any
Mortgage Loan originated on or after August 1, 2004, neither the Mortgage
nor
the Mortgage Note requires the Mortgagor to submit to arbitration to resolve
any
dispute arising out of or relating in any way to the origination of the Mortgage
Loan;
(lxxxi) No
Loan
is a “High Cost Home Loan” governed by the Indiana Home Loan Practices Act, Ind.
Code Xxx. §§ 24-9-1-1 et seq.;
(lxxxii) With
respect to each Mortgage Loan, (i) if the related first lien provides for
negative amortization, the CLTV was calculated at the maximum principal balance
of such first lien that could result upon application of such negative
amortization feature, and (ii) either no consent for the Mortgage Loan is
required by the holder of the first lien or such consent has been obtained
and
is contained in the Mortgage File;
(lxxxiii) The
Mortgagee has not made or caused to be made any payment in the nature of
an
“average” or “yield spread premium” to a mortgage broker or a like Person which
has not been fully disclosed to the Mortgagor;
(lxxxiv) No
Mortgage Loan secured by a Mortgaged Property located in the Commonwealth
of
Massachusetts was made to pay off or refinance an existing loan or other
debt of
the related borrower (as the term “borrower” is defined in the regulations
promulgated by the Massachusetts Secretary of State in connection with
Massachusetts House Xxxx 4880 (2004)) unless (a) the related Mortgage Interest
Rate (that would be effective once the introductory rate expires, with respect
to Adjustable Rate Mortgage Loans) did or would not exceed by more than 2.25%
the yield on United States Treasury securities having comparable periods
of
maturity to the maturity of the related Mortgage Loan as of the fifteenth
day of
the month immediately preceding the month in which the application for the
extension of credit was received by the related lender or (b) the Mortgage
Loan
is an “open-end home loan” (as such term is used in the Massachusetts House Xxxx
4880 (2004)) and the related Mortgage Note provides that the related Mortgage
Interest Rate may not exceed at any time the Prime rate index as published
in
The Wall Street Journal plus a margin of one percent;
(lxxxv) With
respect to each Mortgage Loan that is secured in whole or in part by the
interest of the Mortgagor as a lessee under a ground lease of the related
Mortgaged Property (a “Ground Lease”) and not by a fee interest in such
Mortgaged Property:
(a) The
Mortgagor is the owner of a valid and subsisting interest as tenant under
the
Ground Lease;
(b) The
Ground Lease is in full force and effect, unmodified and not supplemented
by any
writing or otherwise;
(c) The
Mortgagor is not in default under any of the terms thereof and there are
no
circumstances which, with the passage of time or the giving of notice or
both,
would constitute an event of default thereunder;
(d) The
lessor under the Ground Lease is not in default under any of the terms or
provisions thereof on the part of the lessor to be observed or
performed;
(e) The
term
of the Ground Lease exceeds the maturity date of the related Mortgage Loan
by at
least ten years;
(f) The
Ground Lease or a memorandum thereof has been recorded and by its terms permits
the leasehold estate to be mortgaged. The Ground Lease grants any leasehold
mortgagee standard protection necessary to protect the security of a leasehold
mortgagee;
(g) The
Ground Lease does not contain any default provisions that could give rise
to
forfeiture or termination of the Ground Lease except for the non-payment
of the
Ground Lease rents;
(h) The
execution, delivery and performance of the Mortgage do not require the consent
(other than those consents which have been obtained and are in full force
and
effect) under, and will not contravene any provision of or cause a default
under, the Ground Lease;
(i) The
Ground Lease provides that the leasehold can be transferred, mortgaged and
sublet an unlimited number of times either without restriction or on payment
of
a reasonable fee and delivery of reasonable documentation to the
lessor;
(j) The
Mortgagor has not commenced any action or given or received any notice for
the
purpose of terminating the Ground Lease;
(k) No
lessor, as debtor in possession or by a trustee for such lessor has give
any
notice of, and the Mortgagor has not consented to, any attempt to transfer
the
related Mortgaged Property free and clear of such Ground Lease under section
363(f) of the Bankruptcy Code; and
(l) No
lessor
is subject to any voluntary or involuntary bankruptcy, reorganization or
insolvency proceeding and no Mortgaged Property is an asset in any voluntary
or
involuntary bankruptcy, reorganization or insolvency proceeding.
(lxxxvi) No
Mortgage Loan is a balloon mortgage loan that has an original stated maturity
of
less than seven (7) years;
(lxxxvii) No
Mortgage Loan is subject to mandatory arbitration except when the terms of
the
arbitration also contain a waiver provision that provides that in the event
of a
sale or transfer of the Mortgage Loan or interest in the Mortgage Loan to
Xxxxxx
Mae, the terms of the arbitration are null and void. The Seller hereby covenants
that the Seller or the servicer of the Mortgage Loan, as applicable, will
notify
the Mortgagor in writing within 60 days of the sale or transfer of the Mortgage
Loan to Xxxxxx Xxx that the terms of the arbitration are null and void;
and
(lxxxviii) Each
Mortgage Loan is eligible for sale in the secondary market or for inclusion
in a
Pass-Through Transfer without unreasonable credit enhancement.
EXHIBIT
J
Representation
and Warranties with Respect to the PHH Mortgage Loans
Except
for “Mortgage Loans”, which shall mean the PHH Mortgage Loans sold by the Seller
to the Purchaser, all capitalized terms in this Exhibit J shall have the
meanings ascribed to them in the PHH Purchase Agreement.
(1) Mortgage
Loan as Described.
Such
Mortgage Loan complies with the terms and conditions set forth herein, and
all
of the information set forth with respect thereto on the Mortgage Loan Schedule
is true and correct in all material respects;
(2) Complete
Mortgage Files.
The
instruments and documents specified in Section
2.02 with
respect to such Mortgage Loan have been delivered to the Purchaser in compliance
with the requirements of Article
II. The
Seller is in possession of a Mortgage File respecting such Xxxx xxxx Loan,
except for such documents as have been previously delivered to the
Purchaser;
(3) Owner
of Record.
The
Mortgage relating to such Mortgage Loan has been duly recorded in (or sent
for
recording to) the appropriate recording office, and the applicable Seller
or
Servicer is the owner of record of such Mortgage Loan and the indebtedness
evidenced by the related Mortgage Note;
(4) Payments
Current.
All
payments required to be made up to and including the Funding Date for such
Mortgage Loan under the terms of the Mortgage Note have been made, such that
such Mortgage Loan is not delinquent 30 days or more on the Funding Date;
and, if the Mortgage Loan is a Pledged Asset Mortgage Loan, neither the Mortgage
Loan nor the related Pledged Assets has been dishonored. Unless otherwise
disclosed in the Offering Materials or the Mortgage Loan Schedule, there
has
been no delinquency, exclusive of any period of grace, in any payment by
the
Mortgagor thereunder during the twelve months preceding the Funding Date;
and,
if the Mortgage Loan is a Cooperative Loan, no foreclosure action or private
or
public sale under the Uniform Commercial Code has ever been threatened or
commenced with respect to the Cooperative Loan;
(5) No
Outstanding Charges.
There
are no delinquent taxes, insurance premiums, assessments, including assessments
payable in future installments, or other outstanding charges affecting the
Mortgaged Property related to such Mortgage Loan;
(6) Original
Terms Unmodified.
The
terms of the Mortgage Note and the Mortgage related to such Mortgage Loan
(and
the Proprietary Lease and the Pledge Instruments with respect to each
Cooperative Loan, and the Pledged Assets with respect to each Pledged Asset
Mortgage Loan) have not been impaired, waived, altered or modified in any
material respect, except as specifically set forth in the related Mortgage
Loan
Schedule;
(7) No
Defenses.
The
Mortgage Note and the Mortgage related to such Mortgage Loan (and the
Cooperative Pledge Agreement related to each Cooperative Loan, and the related
Pledge Agreement with respect to each Pledged Asset Mortgage Loan) are not
subject to any right of rescission, set-off or defense, including the defense
of
usury, nor will the operation of any of the terms of such Mortgage Note and
such
Mortgage (or the related Pledge Agreement with respect to each Pledged Asset
Mortgage Loan), or the exercise of any right thereunder, render such Mortgage
(or the related Pledge Agreement with respect to each Pledged Asset Mortgage
Loan) unenforceable, in whole or in part, or subject to any right of rescission,
set-off or defense, including the defense of usury and no such right of
rescission, set-off or defense has been asserted with respect thereto;
(8) Hazard
Insurance.
(a) All
buildings upon the Mortgaged Property related to such Mortgage Loan are insured
by an insurer acceptable to Xxxxxx Xxx or Xxxxxxx Mac against loss by fire,
hazards of extended coverage and such other hazards as are customary in the
area
where such Mortgaged Property is located, pursuant to insurance policies
conforming to the requirements of Section
5.10.
All such insurance policies (collectively, the “hazard insurance policy”)
contain a standard mortgagee clause naming the originator of such Mortgage
Loan,
its successors and assigns, as mortgagee. Such policies are the valid and
binding obligations of the insurer, and all premiums thereon due to date
have
been paid. The related Mortgage obligates the Mortgagor thereunder to maintain
all such insurance at such Mortgagor’s cost and expense, and on such Mortgagor’s
failure to do so, authorizes the holder of such Mortgage to maintain such
insurance at such Mortgagor’s cost and expense and to seek reimbursement
therefor from such Mortgagor; or (b) in the case of a condominium or unit
in a
planned unit development (“PUD”) project that is not covered by an individual
policy, the condominium or PUD project is covered by a “master” or “blanket”
policy and there exists and is in the Mortgage File a certificate of insurance
showing that the individual unit that secures the first mortgage is covered
under such policy. The insurance policy contains a standard mortgagee clause
naming the originator of such Mortgage Loan (and its successors and assigns),
as
insured mortgagee. Such policies are the valid and binding obligations of
the
insurer, and all premiums thereon have been paid. The insurance policy provides
for advance notice to the Seller or Servicer if the policy is canceled or
not
renewed, or if any other change that adversely affects the Seller’s interests is
made; the certificate includes the types and amounts of coverage provided,
describes any endorsements that are part of the “master” policy and would be
acceptable pursuant to the Xxxxxx Mae Guide or Xxxxxxx Mac Servicing
Guide;
(9) Compliance
With Applicable Laws.
All
requirements of any federal, state or local law (including usury, truth in
lending, real estate settlement procedures, consumer credit protection,
predatory and abusive lending, equal credit opportunity or disclosure laws)
applicable to the origination and servicing of such Mortgage Loan have been
complied with in all material respects;
(10) No
Fraud.
No
error or omission, misrepresentation, negligence or fraud in respect of such
Mortgage Loan has taken place on the part of any Person in connection with
the
origination and servicing of such Mortgage Loan.
(11) No
Satisfaction of Mortgage.
The
Mortgage related to such Mortgage Loan has not been satisfied, canceled or
subordinated, in whole or in part, or rescinded, and the related Mortgaged
Property has not been released from the lien of such Mortgage, in whole or
in
part, nor has any instrument been executed that would effect any such release,
cancellation, subordination or rescission;
(12) Valid
First Lien.
The
Mortgage including any Negative Amortization, related to such Mortgage Loan
is a
valid, subsisting and enforceable perfected first lien on the related Mortgaged
Property, including all improvements on the related Mortgaged Property, which
Mortgaged Property is free and clear of any encumbrances and liens having
priority over the first lien of the Mortgage subject only to (a) the lien
of
current real estate taxes and special assessments not yet due and payable,
(b)
covenants, conditions and restrictions, rights of way, easements and other
matters of the public record as of the date of recording of such Mortgage
which
are acceptable to mortgage lending institutions generally, are referred to
in
the lender’s title insurance policy and do not adversely affect the market value
or intended use of the related Mortgaged Property, and (c) other matters
to
which like properties are commonly subject which do not individually or in
the
aggregate materially interfere with the benefits of the security intended
to be
provided by such Mortgage or the use, enjoyment, or market value of the related
Mortgaged Property; with respect to each Cooperative Loan, each Cooperative
Pledge Agreement creates a valid, enforceable and subsisting first security
interest in the collateral securing the related Mortgage Note subject only
to
(a) the lien of the related Cooperative Corporation for unpaid assessments
representing the obligor's pro rata share of the Cooperative Corporation’s
payments for its blanket mortgage, current and future real property taxes,
insurance premiums, maintenance fees and other assessments to which like
collateral is commonly subject and (b) other matters to which like collateral
is
commonly subject which do not materially interfere with the benefits of the
security intended to be provided by the Cooperative Pledge Agreement; provided,
however, that the appurtenant Proprietary Lease may be subordinated or otherwise
subject to the lien of any mortgage on the Cooperative Project;
(13) Validity
of Documents.
The
Mortgage Note and the Mortgage related to such Mortgage Loan (and the
Cooperative Pledge Agreement with respect to each Cooperative Loan) are genuine
and each is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms, except as such enforcement may
be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors’ rights generally and general equitable
principles (regardless whether such enforcement is considered in a proceeding
in
equity or at law);
(14) Valid
Execution of Documents.
All
parties to the Mortgage Note and the Mortgage related to such Mortgage Loan
had
legal capacity to enter into such Mortgage Loan and to execute and deliver
the
related Mortgage Note and the related Mortgage and the related Mortgage Note
and
the related Mortgage have been duly and properly executed by such parties;
with
respect to each Cooperative Loan, all parties to the Mortgage Note and the
Mortgage Loan had legal capacity to execute and deliver the Mortgage Note,
the
Cooperative Pledge Agreement, the Proprietary Lease, the Stock Power, the
Recognition Agreement, the Financing Statement and the Assignment of Proprietary
Lease and such documents have been duly and properly executed by such parties;
each Stock Power (i) has all signatures guaranteed or (ii) if all signatures
are
not guaranteed, then such Cooperative Shares will be transferred by the stock
transfer agent of the Cooperative Corporation if the Seller undertakes to
convert the ownership of the collateral securing the related Cooperative
Loan;
(15) Full
Disbursement of Proceeds.
Such
Mortgage Loan has closed and the proceeds of such Mortgage Loan have been
fully
disbursed prior to the Funding Date; provided
that,
with respect to any Mortgage Loan originated within the previous 120 days,
alterations and repairs with respect to the related Mortgaged Property or
any
part thereof may have required an escrow of funds in an amount sufficient
to pay
for all outstanding work within 120 days of the origination of such Mortgage
Loan, and, if so, such funds are held in escrow by the Seller, a title company
or other escrow agent;
(16) Ownership.
The
Mortgage Note and the Mortgage related to such Mortgage Loan have not been
assigned, pledged or otherwise transferred by the applicable Seller, in whole
or
in part, and the Seller has good and marketable title thereto, and the Seller
is
the sole owner thereof (and with respect to any Cooperative Loan, the sole
owner
of the related Cooperative Pledge Agreement)and has full right and authority
to
transfer and sell such Mortgage Loan, and is transferring such Mortgage Loan
to
the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge,
claim or security interest;
(17) Doing
Business.
All
parties that have had any interest in such Mortgage Loan, whether as mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which they
held
and disposed of such interest, were) in compliance with any and all applicable
licensing requirements of the laws of the state wherein the related Mortgaged
Property is located;
(18) Title
Insurance.
(a)
Such Mortgage Loan is covered by an ALTA lender’s title insurance policy or
short form title policy acceptable to Xxxxxx Xxx and Xxxxxxx Mac (or, in
jurisdictions where ALTA policies are not generally approved for use, a lender’s
title insurance policy acceptable to Xxxxxx Xxx and Xxxxxxx Mac), issued
by a
title insurer acceptable to Xxxxxx Mae and Xxxxxxx Mac and qualified to do
business in the jurisdiction where the related Mortgaged Property is located,
insuring (subject to the exceptions contained in clauses (12)(a) and (b)
above)
the Seller or Servicer, its successors and assigns as to the first priority
lien
of the related Mortgage in the original principal amount of such Mortgage
Loan
including any Negative Amortization and in the case of ARM Loans, against
any
loss by reason of the invalidity or unenforceability of the lien resulting
from
the provisions of such Mortgage providing for adjustment to the applicable
Note
Rate and Monthly Payment. Additionally, either such lender’s title insurance
policy affirmatively insures that there is ingress and egress to and from
the
Mortgaged Property or the Seller warrants that there is ingress and egress
to
and from the Mortgaged Property and the lender’ s title insurance policy
affirmatively insures against encroachments by or upon the related Mortgaged
Property or any interest therein or any other adverse circumstance that either
is disclosed or would have been disclosed by an accurate survey. The originator
of the Mortgage Loan, its successor and/or assignee is the sole insured of
such
lender’s title insurance policy, and such lender’s title insurance policy is in
full force and effect and will be in full force and effect upon the consummation
of the transactions contemplated by this Agreement and will inure to the
benefit
of the Purchaser without any further act. No claims have been made under
such
lender’s title insurance policy, neither the Seller, nor to the best of Seller’s
knowledge, any prior holder of the related Mortgage has done, by act or
omission, anything that would impair the coverage of such lender’s insurance
policy, and there is no act, omission, condition, or information that would
impair the coverage of such lender’s insurance policy; (b) The mortgage title
insurance policy covering each unit mortgage in a condominium or PUD project
related to such Mortgage Loan meets all requirements of Xxxxxx Mae and Xxxxxxx
Mac;
(19) No
Defaults.
(a)
There is no default, breach, violation or event of acceleration existing
under
the Mortgage, the Mortgage Note (or the related Pledge Agreement with respect
to
each Pledged Asset Mortgage Loan), or any other agreements, documents, or
instruments related to such Mortgage Loan; (b) to the best of the Seller’s
knowledge, there is no event that, with the lapse of time, the giving of
notice,
or both, would constitute such a default, breach, violation or event of
acceleration; (c) the Mortgagor(s) with respect to such Mortgage Loan is
not the
subject of an Insolvency Proceeding; (d) no event of acceleration has previously
occurred, and no notice of default has been sent, with respect to such Mortgage
Loan; (e) in no event has the Seller waived any of its rights or remedies
in
respect of any default, breach, violation or event of acceleration under
the
Mortgage, the Mortgage Note (or the related Pledge Agreement with respect
to
each Pledged Asset Mortgage Loan), or any other agreements, documents, or
instruments related to such Mortgage Loan; and (f) with respect to each
Cooperative Loan, there is no default in complying with the terms of the
Mortgage Note, the Cooperative Pledge Agreement and the Proprietary Lease and
all maintenance charges and assessments (including assessments payable in
the
future installments, which previously became due and owing) have been paid,
and
the Seller has the right under the terms of the Mortgage Note, Cooperative
Pledge Agreement and Recognition Agreement to pay any maintenance charges
or
assessments owed by the Mortgagor;
(20) No
Mechanics’ Liens.
No
Mortgage Loan is subject to any mechanics’ or similar liens, except such liens
as are expressly insured against by a title insurance policy, or claims that
have been filed for work, labor or material (and no rights are outstanding
that
under law could give rise to such lien) affecting the related Mortgaged Property
that are or may be liens prior to, or equal or coordinate with, the lien
of the
related Mortgage;
(21) Location
of Improvements; No Encroachments.
As of
the date of origination of such Mortgage Loan, to the best of the Seller’s
knowledge, all improvements that were considered in determining the Appraised
Value of the related Mortgaged Property lay wholly within the boundaries
and
building restriction lines of such Mortgaged Property, and no improvements
on
adjoining properties encroach upon such Mortgaged Property except as permitted
under the terms of the Xxxxxx Mae Guide and the Xxxxxxx Mac Servicer Guide;
to
the best of the Seller’s knowledge, no improvement located on or part of any
Mortgaged Property is in violation of any applicable zoning law or regulation,
and all inspections, licenses and certificates required to be made or issued
with respect to all occupied portions of such Mortgaged Property, and with
respect to the use and occupancy of the same, including certificates of
occupancy, have been made or obtained from the appropriate
authorities;
(22) Origination;
Payment Terms.
Principal payments on such Mortgage Loan commenced or will commence no more
than
60 days after funds were disbursed in connection with such Mortgage Loan.
If the interest rate on the related Mortgage Note is adjustable, the adjustment
is based on the Index set forth on the related Mortgage Loan Schedule. The
related Mortgage Note is payable on the first day of each month in arrears,
in
accordance with the payment terms described on the related Mortgage Loan
Schedule. With respect to any Mortgage Loan subject to Negative Amortization
the
Monthly Payments are sufficient during the period following each Payment
Adjustment Date to fully amortize the outstanding principal balance as of
the
first day of such period (including any Negative Amortization) over the original
term thereof in accordance with the terms and conditions set forth in the
Mortgage Note ;
(23) Due
On
Sale.
Except
as noted otherwise on the Mortgage Loan Schedule, the related Mortgage contains
the usual and customary “due-on-sale” clause or other similar provision for the
acceleration of the payment of the Unpaid Principal Balance of such Mortgage
Loan if the related Mortgaged Property or any interest therein is sold or
transferred without the prior consent of the mortgagee thereunder;
(24) Prepayment
Penalty.
Except
as noted otherwise on the Mortgage Loan Schedule, such Mortgage Loan is not
subject to any Prepayment Penalty;
(25) Mortgaged
Property Undamaged; No Condemnation.
The
related Mortgaged Property (and with respect to a Cooperative Loan, the related
Cooperative Project and Cooperative Unit) is free of material damage and
waste
and there is no proceeding pending for the total or partial condemnation
thereof;
(26) Customary
Provisions.
The
related Mortgage contains customary and enforceable provisions that render
the
rights and remedies of the holder thereof adequate for the realization against
the related Mortgaged Property of the benefits of the security provided thereby,
including, (a) in the case of a Mortgage designated as a deed of trust, by
trustee’s sale, and (b) in the case of a Mortgage, otherwise by judicial
foreclosure;
(27) Conformance
With Underwriting Standards.
Such
Mortgage Loan was underwritten in accordance with the PHH Guide;
(28) Appraisal.
The
Mortgage File contains an appraisal of the related Mortgaged Property on
forms
and with riders approved by Xxxxxx Mae and Xxxxxxx Mac, signed prior to the
approval of such Mortgage Loan application by an appraiser, duly appointed
by
the originator of such Mortgage Loan, whose compensation is not affected
by the
approval or disapproval of such Mortgage Loan and who met the minimum
qualifications of Xxxxxx Mae and Xxxxxxx Mac for appraisers. Each appraisal
of
the Mortgage Loan was made in accordance with the relevant provisions of
the
Financial Institutions Reform, Recovery, and Enforcement Act of
1989;
(29) Deeds
of Trust.
If the
related Mortgage constitutes a deed of trust, then a trustee, duly qualified
under applicable law to serve as such, has been properly designated and
currently so serves and is named in such Mortgage, and no fees or expenses
are
or will become payable by the Purchaser to the trustee under such deed of
trust,
except in connection with a trustee’s sale after default by the related
Mortgagor;
(30) LTV;
Primary Mortgage Insurance Policy.
Except
with respect to Pledged Asset Mortgage Loans and any loan program as defined
in
the PHH Guide not requiring Primary Mortgage Insurance, if such Mortgage
Loan
had a Loan-to-Value Ratio of more than 80% at origination, such Mortgage
Loan is
and will be subject to a Primary Insurance Policy issued by a Qualified Mortgage
Insurer, which insures the Seller or Servicer, its successors and assigns
and
insured’s in the amount set forth on the Mortgage Loan Schedule; provided that,
a Primary Mortgage Insurance Policy will not be required for any Cooperative
Loan if (i) the proceeds of such Cooperative Loan were used to purchase a
Cooperative Unit at the “insider's price” when the building was converted to a
Cooperative Corporation, (ii) the value of the Cooperative Unit for purposes
of
establishing the LTV at origination was such “insider's price”, (iii) the
principal amount of the Cooperative Loan at origination was not more than
100%
of such “insider's price” and (iv) the LTV at origination, as calculated using
the Appraised Value at origination, was less than or equal to 80%. All
provisions of such Primary Insurance Policy have been and are being complied
with, such policy is in full force and effect, and all premiums due thereunder
have been paid. Any related Mortgage subject to any such Primary Insurance
Policy (other than a “lender-paid” Primary Insurance Policy) obligates the
Mortgagor thereunder to maintain such insurance for the time period required
by
law and to pay all premiums and charges in connection therewith. As of the
date
of origination, the Loan-to-Value Ratio of such Mortgage Loan is as specified
in
the applicable Mortgage Loan Schedule;
(31) Occupancy.
To the
best of the Seller’s knowledge, the related Mortgaged Property (or with respect
to a Cooperative Loan, the related Cooperative Unit) is lawfully occupied
under
applicable law and all inspections, licenses and certificates required to
be
made or issued with respect to all occupied portions of the Mortgaged Property
(or with respect to a Cooperative Loan, the related Cooperative Unit) and,
with
respect to the use and occupancy of the same, including but not limited to
certificates of occupancy, have been made or obtained from the appropriate
authorities;
(32) Supervision
and Examination by a Federal or State Authority.
Each
Mortgage Loan either was (a) closed in the name of the PHH Mortgage, or (b)
closed in the name of another entity that is either a savings and loan
association, a savings bank, a commercial bank, credit union, insurance company
or an institution which is supervised and examined by a federal or state
authority, or a mortgagee approved by the Secretary of Housing and Urban
Development pursuant to Sections 203 and 211 of the National Housing Act
(a “HUD
Approved Mortgagee”), and was so at the time such Mortgage Loan was originated
(PHH Mortgage or such other entity, the “Originator”) or (c) closed in the name
of a loan broker under the circumstances described in the following sentence.
If
such Mortgage Loan was originated through a loan broker, such Mortgage Loan
met
the Originator’s underwriting criteria at the time of origination and was
originated in accordance with the Originator’s policies and procedures and the
Originator acquired such Mortgage Loan from the loan broker contemporaneously
with the origination thereof. The Mortgage Loans that the Trust is selling
to
Purchaser were originated by or on behalf of PHH Mortgage and subsequently
assigned to the Trust.
(33) Adjustments.
All of
the terms of the related Mortgage Note pertaining to interest rate adjustments,
payment adjustments and adjustments of the outstanding principal balance,
if
any, are enforceable and such adjustments will not affect the priority of
the
lien of the related Mortgage; all such adjustments on such Mortgage Loan
have
been made properly and in accordance with the provisions of such Mortgage
Loan;
(34) Insolvency
Proceedings; The Servicemembers Civil Relief Act.
To the
best of the Seller’s knowledge, the related Mortgagor (1) is not the subject of
any Insolvency Proceeding; and (2) has not requested any relief allowed to
such
Mortgagor under the Servicemembers Civil Relief Act;
(35) Xxxxxx
Xxx/Xxxxxxx Mac Documents.
Such
Mortgage Loan was closed on standard Xxxxxx Mae or Xxxxxxx Mac documents
or on
such documents otherwise acceptable to them;
(36) Payments.
Unless
otherwise disclosed in the Offering Materials or the Mortgage Loan Schedule,
no
Mortgage Loan contains provisions pursuant to which Monthly Payments are
(a)
paid or partially paid with funds deposited in any separate account established
by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b) paid
by
any source other than the Mortgagor or (c) contains any other similar provisions
which may constitute a “buydown” provision. The Mortgage Loan is not a graduated
payment mortgage loan and the Mortgage Loan does not have a shared appreciation
or other contingent interest feature;
(37) The
Assignment of Mortgage.
The
Assignment is in recordable form and is acceptable for recording under the
laws
of the jurisdiction in which the Mortgaged Property is located;
(38) No
Advances.
Any
principal advances made to the Mortgagor prior to the Cut-off Date have been
consolidated with the outstanding principal amount secured by the Mortgage,
and
the secured principal amount, as consolidated, bears a single interest rate
and
single repayment term. The consolidated principal amount does not exceed
the
original principal amount of the Mortgage Loan plus any Negative
Amortization;
(39) Balloon
Loans.
Unless
otherwise disclosed in the Offering Materials or the Mortgage Loan Schedule,
no
Mortgage Loan has a balloon payment feature. With respect to any Mortgage
Loan
with a balloon payment feature, the Mortgage Note is payable in Monthly Payments
based on a thirty year amortization schedule and has a final Monthly Payment
substantially greater than the preceding Monthly Payment which is sufficient
to
amortize the remaining principal balance of the Mortgage Loan;
(40) Condominium
Units/PUDs.
If the
residential dwelling on the Mortgaged Property is a condominium unit or a
unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project meets the eligibility
requirements of the PHH Guide;
(41) High
Cost Mortgage Loans.
None of
the Mortgage Loans are (a) subject to, covered by or in violation of the
Home
Ownership and Equity Protection Act of 1994 (“HOEPA”), (b) classified as a “high
cost,” “covered,” “high risk home”, “high-rate, high-fee,” “threshold,” or
“predatory” loan under HOEPA or any other applicable state, federal or local
law, including any predatory or abusive lending laws (or a similarly classified
loan using different terminology under a law imposing heightened scrutiny
or
additional legal liability for a residential mortgage loan having high interest
rates, points and/or fees), (c) a High Cost Loan or Covered Loan, as applicable
(as such terms are defined in the Standard & Poor’s LEVELS® Glossary
Revised, Appendix E) or (d) in violation of any state law or ordinance
comparable to HOEPA;
(42) No
Rehabilitation Loan.
Unless
otherwise disclosed in the Offering Materials or the Mortgage Loan Schedule,
no
Mortgage Loan was made in connection with (a) the construction or rehabilitation
of a Mortgaged Property or (b) facilitating the trade-in or exchange of a
Mortgaged Property;
(43) No
Adverse Conditions.
The
Seller has no knowledge of any circumstances or condition with respect to
the
Mortgage, the Mortgage Property (or with respect to a Cooperative Loan, the
Cooperative Pledge Agreement, the Cooperative Unit or the Cooperative Project),
the Mortgagor or the Mortgagor’s credit standing that can reasonably be expected
to cause the Mortgage Loan to be an unacceptable investment, cause the Mortgage
Loan to become delinquent, or adversely affect the value of the Mortgage
Loan;
(44) Scheduled
Interest.
Interest on each Mortgage Loan is calculated on the basis of a 360-day year
consisting of twelve 30-day months;
(45) Environmental
Laws.
To the
best of Seller’s knowledge, the Mortgaged Property is in material compliance
with all applicable environmental laws pertaining to environmental hazards
including, without limitation, asbestos, and neither the Seller nor, to the
Seller’s knowledge, the related Mortgagor, has received any notice of any
violation or potential violation of such law;
(46) Negative
Amortization.
Unless
otherwise disclosed in the Offering Materials or the Mortgage Loan Schedule,
no
Mortgage Loan is subject to negative amortization;
(47) Cooperative
Lien Search.
With
respect to each Cooperative Loan, a Cooperative Lien Search has been made
by a
company competent to make the same which company is acceptable to Xxxxxx
Mae and
Xxxxxxx Mac and qualified to do business in the jurisdiction where the
Cooperative Unit is located;
(48) Cooperative
Loan- Proprietary Lease.
With
respect to each Cooperative Loan, (i) the terms of the related Proprietary
Lease
is longer than the terms of the Cooperative Loan, (ii) there is no provision
in
any Proprietary Lease which requires the Mortgagor to offer for sale the
Cooperative Shares owned by such Mortgagor first to the Cooperative Corporation,
(iii) there is no prohibition in any Proprietary Lease against pledging the
Cooperative Shares or assigning the Proprietary Lease and (iv) the Recognition
Agreement is on a form of agreement published by the Aztech Document Systems,
Inc. or includes provisions which are no less favorable to the lender than
those
contained in such agreement;
(49) Cooperative
Loan- UCC Financing Statement.
With
respect to each Cooperative Loan, each original UCC financing statement,
continuation statement or other governmental filing or recordation necessary
to
create or preserve the perfection and priority of the first priority lien
and
security interest in the Cooperative Shares and Proprietary Lease has been
timely and properly made. Any security agreement, chattel mortgage or equivalent
document related to the Cooperative Loan and delivered to the Mortgagor or
its
designee establishes in the Mortgagor a valid and subsisting perfected first
lien on and security interest in the Mortgaged Property described therein,
and
the Mortgagor has full right to sell and assign the same;
(50) Cooperative
Loan- Cooperative Pledge Agreement.
With
respect to each Cooperative Loan, each Cooperative Pledge Agreement contains
enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for the realization of the benefits of the security provided
thereby. The Cooperative Pledge Agreement contains an enforceable provision
for
the acceleration of the payment of the Unpaid Principal Balance of the Mortgage
Note in the event the Cooperative Unit is transferred or sold without the
consent of the holder thereof;
(51) Imaging.
Each
imaged document represents a true, complete, and correct copy of the original
document in all respects, including, but not limited to, all signatures
conforming with signatures contained in the original document, no information
having been added or deleted, and no imaged document having been manipulated
or
altered in any manner. Each imaged document is clear and legible, including,
but
not limited to, accurate reproductions of photographs. No original documents
have been or will be altered in any manner;
(52) No
predatory or deceptive lending practices, including but not limited to, the
extension of credit to a mortgagor without regard for the mortgagor’s ability to
repay the Mortgage Loan and the extension of credit to a mortgagor which
has no
apparent benefit to the mortgagor, were employed in connection with the
origination of the Mortgage Loan. Each Mortgage Loan is in compliance with
the
anti-predatory lending eligibility for purchase requirements of the Xxxxxx
Mae
Guides;
(53) No
Mortgagor was required to purchase any credit life, disability, accident
or
health insurance product as a condition of obtaining the extension of credit.
No
Mortgagor obtained a prepaid single premium credit life, disability, accident
or
health insurance policy in connection with the origination of the Mortgage
Loan.
No proceeds from any Mortgage Loan were used to purchase single premium credit
insurance policies as part of the origination of, or as a condition to closing,
such Mortgage Loan;
(54) None
of
the Mortgage Loans are subject to a prepayment penalty.
(55) The
Seller has complied with all applicable anti-money laundering laws and
regulations, including without limitation the USA Patriot Act of 2001
(collectively, the “Anti-Money Laundering Laws”); the Seller has established an
anti-money laundering compliance program as required by the Anti-Money
Laundering Laws, has conducted the requisite due diligence in connection
with
the origination of each Mortgage Loan for purposes of the Anti-Money Laundering
Laws, including with respect to the identity of the applicable Mortgagor
and,
other than with respect to any Mortgage Loan originated pursuant to a
“specialty/Alt-A” program, the origin of the assets used by the said Mortgagor
to purchase the property in question, and maintains, and will maintain,
sufficient information to identify the applicable Mortgagor for purposes
of the
Anti-Money Laundering Laws. No Mortgage Loan is subject to nullification
pursuant to Executive Order 13224 (the “Executive Order”) or the regulations
promulgated by the Office of Foreign Assets Control of the United States
Department of the Treasury (the “OFAC Regulations”) or in violation of the
Executive Order or the OFAC Regulations, and no Mortgagor is subject to the
provisions of such Executive Order or the OFAC Regulations nor listed as
a
“blocked person” for purposes of the OFAC Regulations;
(56) No
Mortgagor was encouraged or required to select a Mortgage Loan product offered
by the Mortgage Loan’s originator which is a higher cost product designed for
less creditworthy borrowers, unless at the time of the Mortgage Loan’s
origination, such Mortgagor did not qualify taking into account credit history
and debt to income ratios for a lower cost credit product then offered by
the
Mortgage Loan’s originator or any affiliate of the Mortgage Loan’s originator.
If, at the time of loan application, the Mortgagor may have qualified for
a for
a lower cost credit product then offered by any mortgage lending affiliate
of
the Mortgage Loan’s originator, the Mortgage Loan’s originator referred the
Mortgagor’s application to such affiliate for underwriting
consideration;
(57) The
methodology used in underwriting the extension of credit for each Mortgage
Loan
employs objective mathematical principles which relate the Mortgagor’s income,
assets and liabilities to the proposed payment and such underwriting methodology
does not rely on the extent of the Mortgagor’s equity in the collateral as the
principal determining factor in approving such credit extension. Such
underwriting methodology confirmed that at the time of origination
(application/approval) the Mortgagor had a reasonable ability to make timely
payments on the Mortgage Loan;
(58) All
points and fees related to each Mortgage Loan were disclosed in writing to
the
related Borrower in accordance with applicable state and federal law and
regulation. Except in the case of a Mortgage Loan in an original principal
amount of less than $60,000 which would have resulted in an unprofitable
origination, no related Borrower was charged “points and fees” (whether or not
financed) in an amount greater than 5% of the principal amount of such loan,
such 5% limitation is calculated in accordance with Xxxxxx Mae’s anti-predatory
lending requirements as set forth in the Xxxxxx Mae Selling Guide. All fees
and
charges (including finance charges) and whether or not financed, assessed,
collected or to be collected in connection with the origination and servicing
of
each such Mortgage Loan were disclosed in writing to the related Mortgagor
in
accordance with applicable state and federal laws and regulations;
(59) Each
Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
the Code and Treasury Regulation Section 1.860G-2(a)(1);
(60) No
Mortgage Loan is a “High Cost Home Loan” as defined in the Georgia Fair Lending
Act, as amended (the “Georgia Act”). Each Mortgage Loan that is a “Home Loan”
under the Georgia Act complies with all applicable provisions of the Georgia
Act. No Mortgage Loan secured by owner occupied real property or an owner
occupied manufactured home located in the State of Georgia was originated
(or
modified) on or after October 1, 2002 through and including March 6,
2003;
(61) With
respect to any Mortgage Loan for which a mortgage loan application was submitted
by the Mortgagor after April 1, 2004, no such Mortgage Loan secured by Mortgaged
Property in the State of Illinois which has a mortgage rate in excess of
8.0%
per annum has lender-imposed fees (or other charges) in excess of 3.0% of
the
original principal balance of the Mortgage Loan;
(62) With
respect to each Mortgage Loan, the Mortgagor has not made or caused to be
made
any payment in the nature of an “average” or “yield spread premium” to a
mortgage broker or a like Person which has not been fully disclosed to the
Mortgagor;
(63) With
respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and such
MIN
is accurately provided on the Mortgage Loan Schedule. The related Assignment
of
Mortgage to MERS has been duly and properly recorded, or has been delivered
for
recording to the applicable recording office;
(64) With
respect to each MERS Mortgage Loan, the Seller has not received any notice
of
liens or legal actions with respect to such Mortgage Loan and no such notices
have been electronically posted by MERS; and
(65) With
respect to any Mortgage Loan originated on or after August 1, 2004, no Mortgagor
agreed to submit to arbitration to resolve any dispute arising out of or
relating in any way to the Mortgage Loan transaction.
EXHIBIT
K
Representation
and Warranties with Respect to the SunTrust Mortgage Loans
Except
for “Mortgage Loans”, which shall mean the SunTrust Mortgage Loans sold by the
Seller to the Purchaser, all capitalized terms in this Exhibit K shall have
the
meanings ascribed to them in the SunTrust Purchase Agreement.
(i) The
information set forth in the related Mortgage Loan Schedule is complete,
true
and correct;
(ii) The
Mortgage Loan is in compliance with all requirements set forth in the related
Confirmation, and the characteristics of the related Mortgage Loan Package
as
set forth in the related Confirmation are true and correct;
(iii) All
payments required to be made up to the close of business on the Closing Date
for
such Mortgage Loan under the terms of the Mortgage Note have been made; the
Seller has not advanced funds, or induced, solicited or knowingly received
any
advance of funds from a party other than the owner of the related Mortgaged
Property, directly or indirectly, for the payment of any amount required
by the
Mortgage Note or Mortgage; and there has been no delinquency, exclusive of
any
period of grace, in any payment by the Mortgagor thereunder since the
origination of the Mortgage Loan;
(iv) There
are
no delinquent taxes, ground rents, water charges, sewer rents, assessments,
insurance premiums, leasehold payments, including assessments payable in
future
installments or other outstanding charges affecting the related Mortgaged
Property;
(v) The
terms
of the Mortgage Note and the Mortgage have not been impaired, waived, altered
or
modified in any respect, except by written instruments, recorded in the
applicable public recording office if necessary to maintain the lien priority
of
the Mortgage, and which have been delivered to the Custodian; the substance
of
any such waiver, alteration or modification has been approved by the insurer
under the Primary Insurance Policy, if any, and the title insurer, to the
extent
required by the related policy, and is reflected on the related Mortgage
Loan
Schedule. No instrument of waiver, alteration or modification has been executed,
and no Mortgagor has been released, in whole or in part, except in connection
with an assumption agreement approved by the insurer under the Primary Insurance
Policy, if any, the title insurer, to the extent required by the policy,
and
which assumption agreement has been delivered to the Custodian and the terms
of
which are reflected in the related Mortgage Loan Schedule;
(vi) The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, nor will
the
operation of any of the terms of the Mortgage Note and the Mortgage, or the
exercise of any right thereunder, render the Mortgage unenforceable, in whole
or
in part, or subject to any right of rescission, set-off, counterclaim or
defense, including the defense of usury and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect thereto.
Each
Prepayment Charge or penalty with respect to any Mortgage Loan is permissible,
enforceable and collectible under applicable federal, state and local
law;
(vii) All
buildings upon the Mortgaged Property are insured by an insurer acceptable
to
FNMA and FHLMC against loss by fire, hazards of extended coverage and such
other
hazards as are customary in the area where the Mortgaged Property is located,
pursuant to insurance policies conforming to the requirements of the Servicing
Addendum. All such insurance policies contain a standard mortgagee clause
naming
the Seller, its successors and assigns as mortgagee and all premiums thereon
have been paid. If the Mortgaged Property is in an area identified on a Flood
Hazard Map or Flood Insurance Rate Map issued by the Federal Emergency
Management Agency as having special flood hazards (and such flood insurance
has
been made available) a flood insurance policy meeting the requirements of
the
current guidelines of the Federal Insurance Administration is in effect which
policy conforms to the requirements of FNMA and FHLMC. The Mortgage obligates
the Mortgagor thereunder to maintain all such insurance at the Mortgagor’s cost
and expense, and on the Mortgagor’s failure to do so, authorizes the holder of
the Mortgage to maintain such insurance at Mortgagor’s cost and expense and to
seek reimbursement therefor from the Mortgagor;
(viii) Any
and
all requirements of any federal, state or local law including, but not limited
to, all applicable predatory and abusive lending, usury, truth in lending,
real
estate settlement procedures, consumer credit protection, equal credit
opportunity, fair housing or disclosure laws applicable to the origination
and
servicing of mortgage loans of a type similar to the Mortgage Loans have
been
complied with and the consummation of the transactions contemplated hereby
will
not involve the violation of any such laws, and the Seller shall maintain
in its
possession, available for the inspection of the Purchaser or its designee,
and
shall deliver to the Purchaser or its designee, upon two Business Days’ request,
evidence of compliance with such requirements;
(ix) The
Mortgage has not been satisfied, cancelled, subordinated or rescinded, in
whole
or in part, and the Mortgaged Property has not been released from the lien
of
the Mortgage, in whole or in part, nor has any instrument been executed that
would effect any such satisfaction, cancellation, subordination, rescission
or
release;
(x) The
related Mortgage is properly recorded and is a valid, existing and enforceable
(A) first lien and first priority security interest with respect to each
Mortgage Loan which is indicated by the Seller to be a First Lien (as reflected
on the Mortgage Loan Schedule), or (B) second lien and second priority security
interest with respect to each Mortgage Loan which is indicated by the Seller
to
be a Second Lien (as reflected on the Mortgage Loan Schedule), in either
case,
on the Mortgaged Property, including all improvements on the Mortgaged Property
subject only to (a) the lien of current real property taxes and assessments
not
yet due and payable, (b) covenants, conditions and restrictions, rights of
way,
easements and other matters of the public record as of the date of recording
being acceptable to mortgage lending institutions generally and specifically
referred to in the lender’s title insurance policy delivered to the originator
of the Mortgage Loan and which do not adversely affect the Appraised Value
of
the Mortgaged Property, (c) other matters to which like properties are commonly
subject which do not materially interfere with the benefits of the security
intended to be provided by the Mortgage or the use, enjoyment, value or
marketability of the related Mortgaged Property and (d) with respect to each
Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
Loan
(as reflected on the Mortgage Loan Schedule) a First Lien on the Mortgaged
Property. Any security agreement, chattel mortgage or equivalent document
related to and delivered in connection with the Mortgage Loan establishes
and
creates a valid, existing and enforceable (A) first lien and first priority
security interest with respect to each Mortgage Loan which is indicated by
the
Seller to be a First Lien (as reflected on the Mortgage Loan Schedule) or
(B)
second lien and second priority security interest with respect to each Mortgage
Loan which is indicated by the Seller to be a Second Lien Mortgage Loan (as
reflected on the Mortgage Loan Schedule), in either case, on the property
described therein and the Seller has full right to sell and assign the same
to
the Purchaser. The Mortgaged Property was not, as of the date of origination
of
the Mortgage Loan, subject to a mortgage, deed of trust, deed to secure debt
or
other security instrument creating a lien subordinate to the lien of the
Mortgage;
(xi) The
Mortgage Note and the related Mortgage are genuine and each is the legal,
valid
and binding obligation of the maker thereof, enforceable in accordance with
its
terms;
(xii) All
parties to the Mortgage Note and the Mortgage had legal capacity to enter
into
the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage,
and the Mortgage Note and the Mortgage have been duly and properly executed
by
such parties. The Mortgagor is a natural person;
(xiii) The
proceeds of the Mortgage Loan have been fully disbursed to or for the account
of
the Mortgagor and there is no obligation for the Mortgagee to advance additional
funds thereunder and any and all requirements as to completion of any on-site
or
off-site improvement and as to disbursements of any escrow funds therefor
have
been complied with. All costs, fees and expenses incurred in making or closing
the Mortgage Loan and the recording of the Mortgage have been paid, and the
Mortgagor is not entitled to any refund of any amounts paid or due to the
Mortgagee pursuant to the Mortgage Note or Mortgage;
(xiv) The
Seller is the sole legal, beneficial and equitable owner of the Mortgage
Note
and the Mortgage. The Seller has full right and authority under all governmental
and regulatory bodies having jurisdiction over such Seller, subject to no
interest or participation of, or agreement with, any party, to transfer and
sell
the Mortgage Loan to the Purchaser pursuant to this Agreement free and clear
of
any encumbrance or right of others, equity, lien, pledge, charge, mortgage,
claim, participation interest or security interest of any nature (collectively,
a “Lien”); and immediately upon the transfers and assignments herein
contemplated, the Seller shall have transferred and sold all of its right,
title
and interest in and to each Mortgage Loan and the Purchaser will hold good,
marketable and indefeasible title to, and be the owner of, each Mortgage
Loan
subject to no Lien;
(xv) All
parties which have had any interest in the Mortgage Loan, whether as originator,
mortgagee, assignee, pledgee or otherwise, are (or, during the period in
which
they held and disposed of such interest, were): (A) organized under the laws
of
such state, or (B) qualified to do business in such state, or (C) federal
savings and loan associations or national banks having principal offices
in such
state, or (D) not doing business in such state so as to require qualification
or
licensing, or (E) not otherwise required to be licensed in such state. All
parties which have had any interest in the Mortgage Loan were in compliance
with
any and all applicable “doing business” and licensing requirements of the laws
of the state wherein the Mortgaged Property is located or were not required
to
be licensed in such state;
(xvi) The
Mortgage Loan is covered by an American Land Title Association (“ALTA”) ALTA
lender’s title insurance policy acceptable to FNMA and FHLMC (which, in the case
of an Adjustable Rate Mortgage Loan has an adjustable rate mortgage endorsement
in the form of ALTA 6.0 or 6.1), issued by a title insurer acceptable to
FNMA
and FHLMC and qualified to do business in the jurisdiction where the Mortgaged
Property is located, insuring (subject to the exceptions contained above
in
(x)(a) and (b) and, with respect to each Mortgage Loan which is indicated
by the
Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan
Schedule) clause (d)) the Seller, its successors and assigns as to the first
priority lien of the Mortgage in the original principal amount of the Mortgage
Loan and, with respect to any Adjustable Rate Mortgage Loan, against any
loss by
reason of the invalidity or unenforceability of the lien resulting from the
provisions of the Mortgage providing for adjustment in the Mortgage Interest
Rate and Monthly Payment. Additionally, such lender’s title insurance policy
affirmatively insures ingress and egress to and from the Mortgaged Property,
and
against encroachments by or upon the Mortgaged Property or any interest therein.
The Seller is the sole insured of such lender’s title insurance policy, and such
lender’s title insurance policy is in full force and effect and will be in full
force and effect upon the consummation of the transactions contemplated by
this
Agreement. No claims have been made under such lender’s title insurance policy,
and no prior holder of the related Mortgage, including the Seller, has done,
by
act or omission, anything which would impair the coverage of such lender’s title
insurance policy;
(xvii) There
is
no default, breach, violation or event of acceleration existing under the
Mortgage or the Mortgage Note and no event which, with the passage of time
or
with notice and the expiration of any grace or cure period, would constitute
a
default, breach, violation or event of acceleration, and the Seller has not
waived any default, breach, violation or event of acceleration;With respect
to
each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
Loan (as reflected on the Final Mortgage Loan Schedule) (i) the First Lien
is in
full force and effect, (ii) there is no default, breach, violation or event
of
acceleration existing under such First Lien mortgage or the related mortgage
note, (iii) no event which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a default, breach,
violation or event of acceleration thereunder, and either (A) the First Lien
mortgage contains a provision which allows or (B) applicable law requires,
the
mortgagee under the Second Lien Mortgage Loan to receive notice of, and affords
such mortgagee an opportunity to cure any default by payment in full or
otherwise under the First Lien mortgage;
(xviii) There
are
no mechanics’ or similar liens or claims which have been filed for work, labor
or material (and no rights are outstanding that under law could give rise
to
such lien) affecting the related Mortgaged Property which are or may be liens
prior to, or equal or coordinate with, the lien of the related
Mortgage;
(xix) All
improvements which were considered in determining the Appraised Value of
the
related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property;
(xx) The
Mortgage Loan was originated by the Seller or by a savings and loan association,
a savings bank, a commercial bank or similar banking institution which is
supervised and examined by a federal or state authority, or by a mortgagee
approved as such by the Secretary of HUD.
(xxi) Payments
on the Mortgage Loan shall commence (with respect to any newly originated
Mortgage Loans) or commenced no more than sixty days after the proceeds of
the
Mortgage Loan were disbursed. The Mortgage Loan bears interest at the Mortgage
Interest Rate. With respect to each Mortgage Loan, the Mortgage Note is payable
on the first day of each month in Monthly Payments, which, (A) in the case
of a
Fixed Rate Mortgage Loan, are sufficient to fully amortize the original
principal balance over the original term thereof (other than with respect
to a
Mortgage Loan identified on the related Mortgage Loan Schedule as an
interest-only Mortgage Loan during the interest-only period) and to pay interest
at the related Mortgage Interest Rate, and (B) in the case of an Adjustable
Rate
Mortgage Loan, are changed on each Adjustment Date, and in any case, are
sufficient to fully amortize the original principal balance over the original
term thereof and to pay interest at the related Mortgage Interest Rate. The
Index for each Adjustable Rate Mortgage Loan is as defined in the related
Mortgage Loan Schedule. With respect to each Mortgage Loan identified on
the
Mortgage Loan Schedule as an interest-only Mortgage Loan, the interest-only
period shall not exceed the period specified on the Mortgage Loan Schedule
and
following the expiration of such interest-only period, the remaining Monthly
Payments shall be sufficient to fully amortize the original principal balance
over the remaining term of the Mortgage Loan. The Mortgage Note does not
permit
negative amortization. No Mortgage Loan is a Convertible Mortgage
Loan;
(xxii) The
origination, servicing and collection practices used by the Seller with respect
to each Mortgage Note and Mortgage, including without limitation the
establishment, maintenance and servicing of the Escrow Accounts and Escrow
Payments, if any, since origination have been in all respects legal, proper,
prudent and customary in the mortgage origination and servicing industry.
The
Mortgage Loan has been serviced by the Seller and any predecessor servicer
in
accordance with all applicable laws, rules and regulations, the terms of
the
Mortgage Note and Mortgage, and the FNMA and FHLMC servicing guides. With
respect to any Mortgage Loan which provides for an adjustable interest rate,
all
rate adjustments have been performed in accordance with the terms of the
related
Mortgage Note or subsequent modifications, if any. With respect to escrow
deposits and Escrow Payments(other than with respect to each Mortgage Loan
which
is indicated by the Seller to be a Second Lien Mortgage Loan and for which
the
mortgagee under the First Lien is collecting Escrow Payments (as reflected
on
the Mortgage Loan Schedule)), if any, all such payments are in the possession
of, or under the control of, the Seller and there exist no deficiencies in
connection therewith for which customary arrangements for repayment thereof
have
not been made. No escrow deposits or Escrow Payments or other charges or
payments due the Seller have been capitalized under any Mortgage or the related
Mortgage Note and no such escrow deposits or Escrow Payments are being held
by
the Seller for any work on a Mortgaged Property which has not been
completed;
(xxiii) The
Mortgaged Property is free of damage and waste and there is no proceeding
pending for the total or partial condemnation thereof;
(xxiv) The
Mortgage and related Mortgage Note contain customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (a) in the case of a Mortgage designated as
a deed
of trust, by trustee’s sale, and (b) otherwise by judicial foreclosure. The
Mortgaged Property has not been subject to any bankruptcy proceeding or
foreclosure proceeding and the Mortgagor has not filed for protection under
applicable bankruptcy laws. There is no homestead or other exemption available
to the Mortgagor which would interfere with the right to sell the Mortgaged
Property at a trustee’s sale or the right to foreclose the Mortgage. The
Mortgagor has not notified the Seller and the Seller has no knowledge of
any
relief requested or allowed to the Mortgagor under the Servicemembers Civil
Relief Act;
(xxv) The
Mortgage Loan was underwritten in accordance with the underwriting standards
of
the Seller in effect at the time the Mortgage Loan was originated which
underwriting standards satisfy the standards of FNMA and FHLMC; and the Mortgage
Note and Mortgage are on forms acceptable to FNMA and FHLMC;
(xxvi) The
Mortgage Note is not and has not been secured by any collateral except the
lien
of the corresponding Mortgage on the Mortgaged Property and the security
interest of any applicable security agreement or chattel mortgage referred
to in
(x) above;
(xxvii) The
Mortgage File contains an appraisal of the related Mortgaged Property which,
(a)
with respect to First Lien Mortgage Loans, was on appraisal form 1004 or
form
2055 with an interior inspection, or (b) with respect to Second Lien Mortgage
Loans, was on appraisal form 704, 2065 or 2055 with an exterior only inspection,
and (c) with respect to (a) or (b) above, was made and signed, prior to the
approval of the Mortgage Loan application, by a qualified appraiser, duly
appointed by the Seller, who had no interest, direct or indirect in the
Mortgaged Property or in any loan made on the security thereof, whose
compensation is not affected by the approval or disapproval of the Mortgage
Loan
and who met the minimum qualifications of FNMA and FHLMC. Each appraisal
of the
Mortgage Loan was made in accordance with the relevant provisions of the
Financial Institutions Reform, Recovery, and Enforcement Act of
1989;
(xxviii) In
the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve as such, has been properly designated and currently
so
serves and is named in the Mortgage, and no fees or expenses are or will
become
payable by the Purchaser to the trustee under the deed of trust, except in
connection with a trustee’s sale after default by the Mortgagor;
(xxix) With
respect to each Buydown Mortgage Loan:
(a) On
or
before the date of origination of such Mortgage Loan, the Seller and the
Mortgagor, or the Seller, the Mortgagor and the seller of the Mortgaged Property
or a third party entered into a Buydown Agreement. The Buydown Agreement
provides that the seller of the Mortgaged Property (or third party) shall
deliver to the Seller temporary Buydown Funds in an amount equal to the
aggregate undiscounted amount of payments that, when added to the amount
the
Mortgagor on such Mortgage Loan is obligated to pay on each Due Date in
accordance with the terms of the Buydown Agreement, is equal to the full
scheduled Monthly Payment due on such Mortgage Loan. The temporary Buydown
Funds
enable the Mortgagor to qualify for the Buydown Mortgage Loan for the first
six
months of the term of such Mortgage Loan at an interest rate of not more
than
1.0% less per annum than the Mortgage Interest Rate. The effective interest
rate
will increase in the seventh month of the Buydown Mortgage Loan so that the
effective interest rate will be equal to the interest rate as set forth in
the
related Mortgage Note.
(b) The
Mortgage and Mortgage Note reflect the permanent payment terms rather than
the
payment terms of the Buydown Agreement. The Buydown Agreement provides for
the
payment by the Mortgagor of the full amount of the Monthly Payment on any
Due
Date that the Buydown Funds are not available. The Buydown Funds were not
used
to reduce the original principal balance of the Mortgage Loan or to increase
the
Appraised Value of the Mortgaged Property when calculating the Loan-to-Value
Ratios for purposes of this Agreement and, if the Buydown Funds were provided
by
the Seller and if required under Agency Guidelines, the terms of the Buydown
Agreement were disclosed to the appraiser of the Mortgaged
Property;
(c) The
Buydown Funds may not be refunded to the Mortgagor unless the Mortgagor makes
a
principal payment for the outstanding balance of the Mortgage Loan;
and
(d) As
of the
date of origination of the Mortgage Loan, the provisions of the related Buydown
Agreement complied with the requirements of FNMA and FHLMC regarding buydown
agreements.
(xxx) The
Mortgagor has executed a statement to the effect that the Mortgagor has received
all disclosure materials required by applicable law with respect to the making
of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and
adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans
and
rescission materials with respect to Refinanced Mortgage Loans, and such
statement is and will remain in the Mortgage File;
(xxxi) No
Mortgage Loan was made in connection with (a) the construction or rehabilitation
of a Mortgaged Property or (b) facilitating the trade-in or exchange of a
Mortgaged Property;
(xxxii) The
Seller has no knowledge of any circumstances or condition with respect to
the
Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit
standing that can reasonably be expected to cause the Mortgage Loan to be
an
unacceptable investment, cause the Mortgage Loan to become delinquent, or
adversely affect the value of the Mortgage Loan;
(xxxiii)
Each
Mortgage Loan with an LTV at origination in excess of 80% is and will be
subject
to a Primary Insurance Policy, issued by a Qualified Insurer, which insures
that
portion of the Mortgage Loan in excess of the portion of the Appraised Value
of
the Mortgaged Property required by FNMA. All provisions of such Primary
Insurance Policy have been and are being complied with, such policy is in
full
force and effect, and all premiums due thereunder have been paid. Any Mortgage
subject to any such Primary Insurance Policy obligates the Mortgagor thereunder
to maintain such insurance and to pay all premiums and charges in connection
therewith. The Mortgage Interest Rate for the Mortgage Loan does not include
any
such insurance premium;
(xxxiv) The
Mortgaged Property is lawfully occupied under applicable law; all inspections,
licenses and certificates required to be made or issued with respect to all
occupied portions of the Mortgaged Property and, with respect to the use
and
occupancy of the same, including but not limited to certificates of occupancy
and fire underwriting certificates, have been made or obtained from the
appropriate authorities. No improvement located on or being part of any
Mortgaged Property is in violation of any applicable zoning and subdivision
law,
ordinance or regulation;
(xxxv) No
error,
omission, misrepresentation, negligence, fraud or similar occurrence with
respect to a Mortgage Loan has taken place on the part of any person, including
without limitation the Mortgagor, any appraiser, any builder or developer,
or
any other party involved in the origination of the Mortgage Loan or in the
application of any insurance in relation to such Mortgage Loan;
(xxxvi) The
Assignment of Mortgage is in recordable form and is acceptable for recording
under the laws of the jurisdiction in which the Mortgaged Property is
located;
(xxxvii) (xxxi) Any
principal advances made to the Mortgagor prior to the Cut-off Date have been
consolidated with the outstanding principal amount secured by the Mortgage,
and
the secured principal amount, as consolidated, bears a single interest rate
and
single repayment term reflected on the Mortgage Loan Schedule. The lien of
the
Mortgage securing the consolidated principal amount is expressly insured
as
having (A) first lien priority with respect to each Mortgage Loan which is
indicated by the Seller to be a First Lien (as reflected on the Mortgage
Loan
Schedule), or (B) second lien priority with respect to each Mortgage Loan
which
is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected
on
the Mortgage Loan Schedule), in either case, by a title insurance policy,
an
endorsement to the policy insuring the mortgagee’s consolidated interest or by
other title evidence acceptable to FNMA and FHLMC. The consolidated principal
amount does not exceed the original principal amount of the Mortgage
Loan;
(xxxviii) No
Mortgage Loan has a balloon payment feature;
(xxxix) If
the
Residential Dwelling on the Mortgaged Property is a condominium unit or a
unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project meets the eligibility
requirements of FNMA and FHLMC;
(xl) No
Mortgage Loan which is a Cash-out Refinancing was originated in the State
of
Texas;
(xli) The
source of the down payment with respect to each Mortgage Loan has been fully
verified by the Seller;
(xlii) Interest
on each Mortgage Loan is calculated on the basis of a 360-day year consisting
of
twelve 30-day months;
(xliii) The
Mortgaged Property is in material compliance with all applicable environmental
laws pertaining to environmental hazards including, without limitation,
asbestos, and neither the Seller nor, to the Seller’s knowledge, the related
Mortgagor, has received any notice of any violation or potential violation
of
such law;
(xliv) No
Mortgage Loan is (a) subject to the provisions of the Homeownership and Equity
Protection Act of 1994, as amended (“HOEPA”), (b) a “high cost”, “covered”,
“abusive”, “predatory”, “Section 10” or “high risk” mortgage loan (or a
similarly designated loan using different terminology) under any federal,
state
or local law, or any other statute or regulation providing assignee liability
to
holders of such mortgage loans, or (c) in violation of any such or comparable
federal, state or local statutes or regulations. No Mortgage Loan is a high
cost
loan or a covered loan, as applicable (as such terms are defined in the Standard
& Poor’s LEVELS Version 5.6 Glossary Revised, Appendix E as of the related
Closing Date);
(xlv) No
predatory, abusive or deceptive lending practices, including but not limited
to,
the extension of credit to a mortgagor without regard for the mortgagor’s
ability to repay the Mortgage Loan and the extension of credit to a mortgagor
which has no apparent benefit to the mortgagor, were employed in connection
with
the origination of the Mortgage Loan;
(xlvi) None
of
the proceeds of the Mortgage Loan were used to finance the purchase of single
premium credit life or disability insurance policies or any comparable
insurance;
(xlvii) The
Mortgage Loans were not selected from the outstanding fixed rate one to
four-family mortgage loans in the Seller’s portfolio at the related Closing Date
as to which the representations and warranties set forth in this Agreement
could
be made in a manner so as to affect adversely the interests of the
Purchaser;
(xlviii) The
Mortgage contains an enforceable provision for the acceleration of the payment
of the unpaid principal balance of the Mortgage Loan in the event that the
Mortgaged Property is sold or transferred without the prior written consent
of
the mortgagee thereunder;
(xlix) The
Mortgage Loan complies with all applicable consumer credit statutes and
regulations, including, without limitation, the respective Uniform Consumer
Credit Code laws in effect in Colorado, Idaho, Indiana, Iowa, Kansas, Maine,
Oklahoma, South Carolina, Utah and Wyoming, has been originated by a properly
licensed entity, and in all other respects, complies with all of the material
requirements of any such applicable laws;
(l) The
information set forth in the Prepayment Charge Schedule is complete, true
and
correct in all material respects and each Prepayment Charge is permissible,
enforceable and collectable under applicable federal and state law;
(li) The
Mortgage Loan was not prepaid in full prior to the Closing Date and the Seller
has not received notification from a Mortgagor that a prepayment in full
shall
be made after the Closing Date;
(lii) The
seller has no knowledge of any circumstances or condition with respect to
the
Mortgage, the mortgaged property, the Mortgagor or the Mortgagor’s credit
standing that can be reasonably be expected to cause the mortgage Loan to
be an
unacceptable investment, cause the Mortgage Loan to become delinquent, or
adversely affect the value of the Mortgage Loan;
(liii) No
Mortgage Loan is a “home loan” under the Georgia Fair Lending Act, or each
Mortgage Loan secured by a mortgaged property located in the State of Georgia
was originated after March 7, 2003;
(liv) No
Mortgage Loan is secured by cooperative housing, commercial property or mixed
use property; and
(xlxv) Each
Mortgage Loan is eligible for sale in the secondary market or for inclusion
in a
Pass-Through Transfer without unreasonable credit enhancement.
(lvi) With
respect to each MOM Loan, a MIN has been assigned by MERS and such MIN is
accurately provided on the Mortgage Loan Schedule. The related Assignment
of
Mortgage to MERS has been duly and properly recorded, or has been delivered
for
recording to the applicable recording office;
(lvii)With
respect to each MOM Loan, Seller has not received any notice of liens or
legal
actions with respect to such Mortgage Loan and no such notices have been
electronically posted by MERS;
(lviii) With
respect to each Mortgage Loan which is a Second Lien, (i) the related first
lien
does not permit negative amortization, and (ii) either no consent for the
Mortgage Loan is required by the holder of the first lien or such consent
has
been obtained and is contained in the Mortgage File;
(lix) The
Mortgaged Property is located in the state identified in the related Mortgage
Loan Schedule and is improved by a Residential Dwelling;
(lx) No
Mortgage Loan had an original term to maturity of more than thirty (30)
years;
(lxi) The
Mortgage Loan Documents with respect to each Mortgage Loan subject to Prepayment
Charges specifically authorizes such Prepayment Charges to be collected,
such
Prepayment Charges are permissible and enforceable in accordance with the
terms
of the related Mortgage Loan Documents and all applicable federal, state
and
local laws (except to the extent that the enforceability thereof may be limited
by bankruptcy, insolvency, moratorium, receivership and other similar laws
relating to creditors’ rights generally or the collectability thereof may be
limited due to acceleration in connection with a foreclosure) and each
Prepayment Charge was originated in compliance with all applicable federal,
state and local laws;
(lxii) The
Seller has complied with all applicable anti-money laundering laws and
regulations, including without limitation the USA Patriot Act of 2001
(collectively, the “Anti-Money Laundering Laws”). The Seller has established an
anti-money laundering compliance program as required by the Anti-Money
Laundering Laws, has conducted the requisite due diligence in connection
with
the origination of each Mortgage Loan for purposes of the Anti-Money Laundering
Laws, including with respect to the legitimacy of the applicable Mortgagor
and
the origin of the assets used by the said Mortgagor to purchase the property
in
question, and maintains, and will maintain, sufficient information to identify
the applicable Mortgagor for purposes of the Anti-Money Laundering Laws;
no
Mortgage Loan is subject to nullification pursuant to Executive Order 13224
(the
“Executive Order”) or the regulations promulgated by the Office of Foreign
Assets Control of the United States Department of the Treasury (the “OFAC
Regulations”) or in violation of the Executive Order or the OFAC Regulations,
and no Mortgagor is subject to the provisions of such Executive Order or
the
OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC
Regulations;
(lxiii) The
sale
or transfer of the Mortgage Loan by the Seller complies with all applicable
federal, state, and local laws, rules, and regulations governing such sale
or
transfer, including, without limitation, the Fair and Accurate Credit
Transactions Act (“FACT Act”) and the Fair Credit Reporting Act, each as may be
amended from time to time, and the Seller has not received any actual or
constructive notice of any identity theft, fraud, or other misrepresentation
in
connection with such Mortgage Loan or any party thereto;
(lxiv) Each
Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
the Code and Treasury Regulation Section 1.860G-2(a)(1);
(lxv) The
Mortgage Note is not and has not been secured by any collateral except the
lien
of the corresponding Mortgage on the Mortgaged Property and the security
interest of any applicable security agreement or chattel mortgage referred
to in
(xi) above;
(lxvi) The
Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan
does not have a shared appreciation or other contingent interest
feature;
(lxvii) Each
original Mortgage was recorded and all subsequent assignments of the original
Mortgage (other than the assignment to the Purchaser) have been recorded,
or are
in the process of being recorded, in the appropriate jurisdictions wherein
such
recordation is necessary to perfect the lien thereof as against creditors
of the
Seller. As to any Mortgage Loan which is not a MERS Mortgage Loan, the
Assignment of Mortgage is in recordable form (except for the name of the
assignee which is blank) and is acceptable for recording under the laws of
the
jurisdiction in which the Mortgaged Property is located;
(lxviii) Each
Mortgage Loan originated in the state of Texas pursuant to Article XVI, Section
50(a)(6) of the Texas Constitution (a “Texas Refinance Loan”) has been
originated in compliance with the provisions of Article XVI, Section 50(a)(6)
of
the Texas Constitution, Texas Civil Statutes and the Texas Finance Code.
With
respect to each Texas Refinance Loan that is a Cash Out Refinancing, the
related
Mortgage Loan Documents state that the Mortgagor may prepay such Texas Refinance
Loan in whole or in part without incurring a Prepayment Charge. The Seller
does
not collect any such Prepayment Charges in connection with any such Texas
Refinance Loan;
(lxix) The
Seller shall, at its own expense, cause each Mortgage Loan to be covered
by a
“life of loan” Tax Service Contract which is assignable to the Purchaser or its
designee at no cost to the Purchaser or its designee; provided however, that
if
the Seller fails to purchase such Tax Service Contract, the Seller shall
be
required to reimburse the Purchaser for all costs and expenses incurred by
the
Purchaser in connection with the purchase of any such Tax Service
Contract;
(lxx) Each
Mortgage Loan is covered by a “life of loan” Flood Zone Service Contract which
is assignable to the Purchaser or its designee at no cost to the Purchaser
or
its designee or, for each Mortgage Loan not covered by such Flood Zone Service
Contract, the Seller agrees to purchase such Flood Zone Service
Contract;
(lxxi) Each
Mortgage Loan has a valid and original Credit Score, with a minimum Credit
Score
as set forth in the related Confirmation;
(lxxii) No
Mortgage Loan originated or modified on or after October 1, 2002 and prior
to
March 7, 2003 is secured by a Mortgaged Property located in the State of
Georgia;
(lxxiii) No
Mortgage Loan is a “manufactured housing loan” pursuant to the NJ Act, and one
hundred percent of the amount financed of any purchase money Second Lien
Mortgage Loan subject to the NJ Act was used for the purchase of the related
Mortgaged Property;
(lxxiv) With
respect to any Mortgage Loan for which a mortgage loan application was submitted
by the Mortgagor after April 1, 2004, no such Mortgage Loan secured by a
Mortgage Property located in the State of Illinois is in violation of the
provisions of the Illinois Interest Act, including Section 4.1a which provides
that no such Mortgage Loan with a Mortgage Interest Rate in excess of 8.0%
per
annum has lender-imposed fees (or other charges) in excess of 3.0% of the
original principal balance of the Mortgage Loan;
(lxxv) No
Mortgage Loan is secured in whole or in part by the interest of the Mortgagor
as
a lessee under a ground lease of the related Mortgaged Property;
(lxxvi) No
Mortgage Loan secured by a Mortgaged Property located in the Commonwealth
of
Massachusetts was made to pay off or refinance an existing loan or other
debt of
the related borrower (as the term “borrower” is defined in the regulations
promulgated by the Massachusetts Secretary of State in connection with
Massachusetts House Xxxx 4880 (2004)) unless either (1) (a) the related Mortgage
Interest Rate (that would be effective once the introductory rate expires,
with
respect to Adjustable Rate Mortgage Loans) did or would not exceed by more
than
2.25% the yield on United States Treasury securities having comparable periods
of maturity to the maturity of the related Mortgage Loan as of the fifteenth
day
of the month immediately preceding the month in which the application for
the
extension of credit was received by the related lender or (b) the Mortgage
Loan
is an “open-end home loan” (as such term is used in the Massachusetts House Xxxx
4880 (2004)) and the related Mortgage Note provides that the related Mortgage
Interest Rate may not exceed at any time the Prime rate index as published
in
The Wall Street Journal plus a margin of one percent, or (2) such Mortgage
Loan
is in the "borrower's interest," as documented by a "borrower's interest
worksheet" for the particular Mortgage Loan, which worksheet incorporates
the
factors set forth in Massachusetts House Xxxx 4880 (2004) and the regulations
promulgated thereunder for determining "borrower's interest," and otherwise
complies in all material respects with the laws of the Commonwealth of
Massachusetts;
(lxxvii) The
Mortgagor has not made or caused to be made any payment in the nature of
an
“average” or “yield spread premium” to a mortgage broker or a like Person which
has not been fully disclosed to the Mortgagor;
(lxxviii) [Reserved];
(lxxix) With
respect to any Mortgage Loan that contains a provision permitting imposition
of
a Prepayment Charge upon a Principal Prepayment prior to maturity: (i) prior
to
the Mortgage Loan’s origination, the Mortgagor agreed to such Prepayment Charge
in exchange for a monetary benefit, including but not limited to a Mortgage
Interest Rate or fee reduction, (ii) prior to the Mortgage Loan’s origination,
the Mortgagor was offered the option of obtaining a Mortgage Loan that did
not
require payment of a Prepayment Charge, (iii) the Prepayment Charge is disclosed
to the Mortgagor in the Mortgage Loan Documents pursuant to applicable state
and
federal law, (iv) for Mortgage Loans originated on or after September 1,
2004,
the duration of the prepayment period shall not exceed three (3) years from
the
date of the Mortgage Note, unless the Mortgage Loan was modified to reduce
the
prepayment period to no more than three years from the date of the Mortgage
Note
and the Mortgagor was notified in writing of such reduction in the prepayment
period, (v) no Mortgage Loan originated prior to October 1, 2002 has a
Prepayment Charge longer than five years (vi) notwithstanding any state or
federal law to the contrary, the Seller shall not impose such Prepayment
Charge
in any instance when the Mortgage debt is accelerated as the result of the
Mortgagor’s default in making the Monthly Payments; Each Prepayment Charge is
permissible, collectable and enforceable.
(lxxx) No
predatory, abusive or deceptive lending practices, including but not limited
to,
the extension of credit to a Mortgagor without regard for the Mortgagor’s
ability to repay the Mortgage Loan and the extension of credit to a Mortgagor
which has no tangible net benefit to the Mortgagor, were employed in connection
with the origination of the Mortgage Loan. Each Mortgage Loan is in compliance
with the anti-predatory lending eligibility for purchase requirements of
FNMA’s
Selling Guide. No Mortgagor was encouraged or required to select a Mortgage
Loan
product offered by the Mortgage Loan’s originator which is a higher cost product
designed for less creditworthy borrowers, unless at the time of the Mortgage
Loan’s origination, such Mortgagor did not qualify taking into account credit
history and debt to income ratios for a lower cost credit product then offered
by the Mortgage Loan’s originator or any affiliate of the Mortgage Loan’s
originator. If, at the time of the related loan application, the Mortgagor
may
have qualified for a lower cost credit product then offered by any mortgage
lending affiliate of the Mortgage Loan’s originator, the Mortgage Loan’s
originator referred the Mortgagor’s application to such affiliate for
underwriting consideration;
(lxxxi) The
methodology used in underwriting the extension of credit for each Mortgage
Loan
employs objective mathematical principles which relate the Mortgagor’s income,
assets and liabilities to the proposed payment and such underwriting methodology
does not rely on the extent of the Mortgagor’s equity in the collateral as the
principal determining factor in approving such credit extension. Such
underwriting methodology confirmed that at the time of origination
(application/approval) the Mortgagor had a reasonable ability to make timely
payments on the Mortgage Loan;
(lxxxii) All
points, fees and charges, including finance charges (whether or not financed,
assessed, collected or to be collected), in connection with the origination
and
servicing of each Mortgage Loan were disclosed in writing to the related
Mortgagor in accordance with applicable state and federal law and regulation.
Except in the case of a Mortgage Loan in an original principal amount of
less
than $60,000 which would have resulted in an unprofitable origination, no
related Mortgagor was charged “points and fees” (whether or not financed) in an
amount greater than 5% of the principal amount of such loan, such 5% limitation
is calculated in accordance with FNMA’s anti-predatory lending requirements as
set forth in the FNMA Selling Guide;
(lxxxiii) The
Seller will transmit full-file credit reporting data for each Mortgage Loan
pursuant to Xxxxxx Mae Guide Announcement 95-19 and for each Mortgage Loan,
Seller agrees it shall report one of the following statuses each month as
follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
foreclosed, or charged-off;
(lxxxiv) No
Mortgagor was required to purchase any credit life, disability, accident
or
health insurance product or debt cancellation agreement as a condition of
obtaining the extension of credit. No Mortgagor obtained a prepaid single
premium credit life, disability, accident or health insurance policy in
connection with the origination of the Mortgage Loan, and no proceeds from
any
Mortgage Loan were used to finance single-premium credit insurance policies
or
debt cancellation agreements as part of the origination of, or as a condition
to
closing, such Mortgage Loan;
(lxxxv) The
Seller and any predecessor servicer has fully furnished, in accordance with
the
Fair Credit Reporting Act and its implementing regulations, accurate and
complete information (e.g., favorable and unfavorable) on its borrower credit
files to Equifax, Experian and Trans Union Credit Information Company (three
of
the credit repositories) on a monthly basis; and the Seller will fully furnish,
in accordance with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information (e.g., favorable and unfavorable)
on its borrower credit files to Equifax, Experian and Trans Credit Information
Company (three of the credit repositories), on a monthly basis;
(lxxxvi) With
respect to each Mortgage Loan, neither the related Mortgage nor the related
Mortgage Note requires the Mortgagor to submit to arbitration to resolve
any
dispute arising out of or relating in any way to the Mortgage Loan transaction;
No Mortgagor agreed to submit to arbitration to resolve any dispute arising
out
of or relating in any way to the Mortgage Loan transaction; and
(lxxxvii) The
Seller has no knowledge of any condition or circumstance relating to such
Mortgage Loan that would indicate that the current Appraised Value of the
Mortgaged Property is less than the Appraised Value at the origination of
such
Mortgage Loan.
EXHIBIT
L
Representation
and Warranties with Respect to the Xxxxxx Xxxx Mortgage Loans
Except
for “Mortgage Loans”, which shall mean the Xxxxxx Xxxx Mortgage Loans sold by
the Seller to the Purchaser, all capitalized terms in this Exhibit L shall
have
the meanings ascribed to them in the Xxxxxx Xxxx Purchase
Agreement.
(i) Mortgage
Loans as Described.
The
information set forth in the related Mortgage Loan Schedule and the Mortgage
Loan data delivered to the Purchaser in the Data File is complete, true and
correct. The Mortgage Loan is in compliance with all requirements set forth
in
the related Confirmation, and the characteristics of the related Mortgage
Loan
Package as set forth in the related Confirmation are true and
correct;
(ii) Payments
Current.
All
payments required to be made up to the close of business on the Closing Date
for
such Mortgage Loan under the terms of the Mortgage Note have been made; the
Seller has not advanced funds, or induced, solicited or knowingly received
any
advance of funds from a party other than the owner of the related Mortgaged
Property, directly or indirectly, for the payment of any amount required
by the
Mortgage Note or Mortgage. There has been no delinquency, exclusive of any
period of grace, in any payment by the Mortgagor thereunder since the
origination of the Mortgage Loan;
(iii) No
Outstanding Charges.
There
are no delinquent taxes, ground rents, water charges, sewer rents, assessments,
insurance premiums, leasehold payments, including assessments payable in
future
installments or other outstanding charges affecting the related Mortgaged
Property;
(iv) Location
and Type of Mortgaged Property.
The
Mortgaged Property is located in the state identified in the related Mortgage
Loan Schedule and is improved by a Residential Dwelling;
(v) Original
Terms Unmodified.
The
terms of the Mortgage Note and the Mortgage have not been impaired, waived,
altered or modified in any respect, except by written instruments, recorded
in
the applicable public recording office or registered with the MERS System
if
necessary to maintain the lien priority of the Mortgage, and which have been
delivered to the Purchaser; the substance of any such waiver, alteration
or
modification has been approved by the insurer under the Primary Insurance
Policy
or LPMI Policy, if any, and the title insurer, to the extent required by
the
related policy, and is reflected on the related Mortgage Loan Schedule. No
instrument of waiver, alteration or modification has been executed, and no
Mortgagor has been released, in whole or in part, except in connection with
an
assumption agreement approved by the insurer under the Primary Insurance
Policy
or LPMI Policy, if any, the title insurer, to the extent required by the
policy,
and which assumption agreement has been delivered to the Purchaser and the
terms
of which are reflected in the related Mortgage Loan Schedule;
(vi) No
Defenses.
The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set
off, counterclaim or defense, including the defense of usury, nor will the
operation of any of the terms of the Mortgage Note and/or the Mortgage, or
the
exercise of any right thereunder, render the Mortgage unenforceable, in whole
or
in part, or subject to any right of rescission, set off, counterclaim or
defense, including the defense of usury and no such right of rescission,
set
off, counterclaim or defense has been asserted with respect
thereto;
(vii) Conformance
with Underwriting Guidelines and Agency Standards.
The
Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
of
the Seller in effect at the time the Mortgage Loan was originated; and the
Mortgage Note and Mortgage are on forms acceptable to Xxxxxx Xxx and Xxxxxxx
Mac;
(viii) Hazard
Insurance.
All
buildings upon the Mortgaged Property are insured by a Qualified Insurer
acceptable to Xxxxxx Mae and Xxxxxxx Mac against loss by fire, hazards of
extended coverage and such other hazards as are customary in the area where
the
Mortgaged Property is located, in an amount not less than the lesser of (i)
100%
of the replacement cost of all improvements to the Mortgaged Property and
(ii)
either (A) the outstanding principal balance of the Mortgage Loan with respect
to each first lien Mortgage Loan or (B) with respect to each Second Lien
Mortgage Loan, the sum of the outstanding principal balance of the related
first
lien mortgage loan and the outstanding principal balance of the Second Lien
Mortgage Loan; provided, however, in no event shall the amount of insurance
be
less than the amount necessary to avoid the operation of any co-insurance
provisions with respect to the Mortgaged Property. All such insurance policies
contain a standard mortgagee clause naming the Seller, its successors and
assigns as mortgagee and all premiums thereon have been paid. If the Mortgaged
Property is in an area identified on a Flood Hazard Map or Flood Insurance
Rate
Map issued by the Federal Emergency Management Agency as having special flood
hazards (and such flood insurance has been made available) a flood insurance
policy meeting the requirements of the current guidelines of the Federal
Insurance Administration is in effect which policy conforms to the requirements
of Xxxxxx Mae and Xxxxxxx Mac. The Mortgage obligates the Mortgagor thereunder
to maintain all such insurance at the Mortgagor’s cost and expense, and on the
Mortgagor’s failure to do so, authorizes the holder of the Mortgage to maintain
such insurance at Mortgagor’s cost and expense and to seek reimbursement
therefor from the Mortgagor;
(ix) Compliance
with Applicable Laws.
Any and
all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity, fair housing, disclosure laws
or
all predatory and abusive lending laws applicable to the origination and
servicing of mortgage loans of a type similar to the Mortgage Loans have
been
complied with and the consummation of the transactions contemplated hereby
will
not involve the violation of any such laws, and the Seller shall maintain
in its
possession, available for the inspection of the Purchaser or its designee,
and
shall deliver to the Purchaser or its designee, upon two Business Days’ request,
evidence of compliance with such requirements;
(x) No
Satisfaction of Mortgage.
The
Mortgage has not been satisfied, cancelled, subordinated or rescinded, in
whole
or in part, and the Mortgaged Property has not been released from the lien
of
the Mortgage, in whole or in part, nor has any instrument been executed that
would effect any such satisfaction, cancellation, subordination, rescission
or
release;
(xi) Valid
Lien.
The
related Mortgage is properly recorded and is a valid, existing and enforceable
(A) first lien and first priority security interest with respect to each
Mortgage Loan which is indicated by the Seller to be a First Lien (as reflected
on the Mortgage Loan Schedule), or (B) second lien and second priority security
interest with respect to each Mortgage Loan which is indicated by the Seller
to
be a Second Lien (as reflected on the Mortgage Loan Schedule), in either
case,
on the Mortgaged Property, including all improvements on the Mortgaged Property
subject only to (a) the lien of current real property taxes and assessments
not
yet due and payable, (b) covenants, conditions and restrictions, rights of
way,
easements and other matters of the public record as of the date of recording
being acceptable to mortgage lending institutions generally and specifically
referred to in the lender’s title insurance policy delivered to the originator
of the Mortgage Loan and which do not adversely affect the Appraised Value
of
the Mortgaged Property, (c) other matters to which like properties are commonly
subject which do not materially interfere with the benefits of the security
intended to be provided by the Mortgage or the use, enjoyment, value or
marketability of the related Mortgaged Property and (d) with respect to each
Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
Loan
(as reflected on the Mortgage Loan Schedule) a First Lien on the Mortgaged
Property. Any security agreement, chattel mortgage or equivalent document
related to and delivered in connection with the Mortgage Loan establishes
and
creates a valid, existing and enforceable (A) first lien and first priority
security interest with respect to each Mortgage Loan which is indicated by
the
Seller to be a First Lien (as reflected on the Mortgage Loan Schedule) or
(B)
second lien and second priority security interest with respect to each Mortgage
Loan which is indicated by the Seller to be a Second Lien Mortgage Loan (as
reflected on the Mortgage Loan Schedule), in either case, on the property
described therein and the Seller has full right to sell and assign the same
to
the Purchaser. The Mortgaged Property was not, as of the date of origination
of
the Mortgage Loan, subject to a mortgage, deed of trust, deed to secure debt
or
other security instrument creating a lien subordinate to the lien of the
Mortgage;
(xii) Validity
of Mortgage Loan Documents.
The
Mortgage Note and the related Mortgage are genuine and each is the legal,
valid
and binding obligation of the maker thereof, enforceable in accordance with
its
terms;
(xiii) Legal
Capacity.
All
parties to the Mortgage Note and the Mortgage had legal capacity to enter
into
the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage,
and the Mortgage Note and the Mortgage have been duly and properly executed
by
such parties. The Mortgagor is a natural person;
(xiv) Full
Disbursement of Proceeds.
The
proceeds of the Mortgage Loan have been fully disbursed to or for the account
of
the Mortgagor and there is no obligation for the Mortgagee to advance additional
funds thereunder and any and all requirements as to completion of any on-site
or
off-site improvement and as to disbursements of any escrow funds therefor
have
been complied with. All costs, fees and expenses incurred in making or closing
the Mortgage Loan and the recording of the Mortgage have been paid, and the
Mortgagor is not entitled to any refund of any amounts paid or due to the
Mortgagee pursuant to the Mortgage Note or Mortgage;
(xv) Ownership.
The
Seller is the sole legal, beneficial and equitable owner of the Mortgage
Note
and the Mortgage. The Seller has full right and authority under all governmental
and regulatory bodies having jurisdiction over such Seller, subject to no
interest or participation of, or agreement with, any party, to transfer and
sell
the Mortgage Loan to the Purchaser pursuant to this Agreement free and clear
of
any encumbrance or right of others, equity, lien, pledge, charge, mortgage,
claim, participation interest or security interest of any nature (collectively,
a “Lien”); and immediately upon the transfers and assignments herein
contemplated, the Seller shall have transferred and sold all of its right,
title
and interest in and to each Mortgage Loan and the Purchaser will hold good,
marketable and indefeasible title to, and be the owner of, each Mortgage
Loan
subject to no Lien;
(xvi) Doing
Business.
All
parties which have had any interest in the Mortgage Loan, whether as originator,
mortgagee, assignee, pledgee or otherwise, are (or, during the period in
which
they held and disposed of such interest, were): (A) organized under the laws
of
such state, or (B) qualified to do business in such state, or (C) federal
savings and loan associations or national banks having principal offices
in such
state, or (D) not doing business in such state so as to require qualification
or
licensing, or (E) not otherwise required to be licensed in such state. All
parties which have had any interest in the Mortgage Loan were in compliance
with
any and all applicable “doing business” and licensing requirements of the laws
of the state wherein the Mortgaged Property is located or were not required
to
be licensed in such state;
(xvii) Title
Insurance.
The
Mortgage Loan is covered by an American Land Title Association (“ALTA”) ALTA
lender’s title insurance policy acceptable to Xxxxxx Xxx and Xxxxxxx Mac (which,
in the case of an Adjustable Rate Mortgage Loan has an adjustable rate mortgage
endorsement in the form of ALTA 6.0 or 6.1), issued by a title insurer
acceptable to Xxxxxx Xxx and Xxxxxxx Mac and qualified to do business in
the
jurisdiction where the Mortgaged Property is located, insuring (subject to
the
exceptions contained above in (xi)(a) and (b) and, with respect to each Mortgage
Loan which is indicated by the Seller to be a Second Lien Mortgage Loan (as
reflected on the Mortgage Loan Schedule) clause (d)) the Seller, its successors
and assigns as to the first priority lien of the Mortgage in the original
principal amount of the Mortgage Loan and, with respect to any Adjustable
Rate
Mortgage Loan, against any loss by reason of the invalidity or unenforceability
of the lien resulting from the provisions of the Mortgage providing for
adjustment in the Mortgage Interest Rate and Monthly Payment. Additionally,
such
lender’s title insurance policy affirmatively insures ingress and egress to and
from the Mortgaged Property, and against encroachments by or upon the Mortgaged
Property or any interest therein. The Seller is the sole insured of such
lender’s title insurance policy, and such lender’s title insurance policy is in
full force and effect and will be in full force and effect upon the consummation
of the transactions contemplated by this Agreement. No claims have been made
under such lender’s title insurance policy, and no prior holder of the related
Mortgage, including the Seller, has done, by act or omission, anything which
would impair the coverage of such lender’s title insurance policy;
(xviii) No
Defaults.
There
is no default, breach, violation or event of acceleration existing under
the
Mortgage or the Mortgage Note and no event which, with the passage of time
or
with notice and the expiration of any grace or cure period, would constitute
a
default, breach, violation or event of acceleration, and the Seller has not
waived any default, breach, violation or event of acceleration. With respect
to
each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
Loan (as reflected on the Mortgage Loan Schedule) (i) the First Lien is in
full
force and effect, (ii) there is no default, breach, violation or event of
acceleration existing under such First Lien mortgage or the related mortgage
note, (iii) no event which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a default, breach,
violation or event of acceleration thereunder, and either (A) the First Lien
mortgage contains a provision which allows or (B) applicable law requires,
the
mortgagee under the Second Lien Mortgage Loan to receive notice of, and affords
such mortgagee an opportunity to cure any default by payment in full or
otherwise under the First Lien mortgage;
(xix) No
Mechanics’ Liens.
There
are no mechanics’ or similar liens or claims which have been filed for work,
labor or material (and no rights are outstanding that under law could give
rise
to such lien) affecting the related Mortgaged Property which are or may be
liens
prior to, or equal or coordinate with, the lien of the related
Mortgage;
(xx) Origination.
The
Mortgage Loan was originated by the Seller or by a savings and loan association,
a savings bank, a commercial bank or similar banking institution which is
supervised and examined by a federal or state authority, or by a mortgagee
approved as such by the Secretary of HUD;
(xxi) Payment
Terms.
Payments on the Mortgage Loan shall commence (with respect to any newly
originated Mortgage Loans) or commenced no more than sixty days after the
proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears interest
at the Mortgage Interest Rate. With respect to each Mortgage Loan, the Mortgage
Note is payable on the first day of each month in Monthly Payments, which,
(A)
in the case of a Fixed Rate Mortgage Loan, are sufficient to fully amortize
the
original principal balance over the original term thereof (other than with
respect to a Mortgage Loan identified on the related Mortgage Loan Schedule
as
an interest-only Mortgage Loan during the interest-only period or a Mortgage
Loan which is identified on the related Mortgage Loan Schedule as a Balloon
Mortgage Loan) and to pay interest at the related Mortgage Interest Rate,
and
(B) in the case of an Adjustable Rate Mortgage Loan, are changed on each
Adjustment Date, and in any case, are sufficient to fully amortize the original
principal balance over the original term thereof (other than with respect
to a
Mortgage Loan identified on the related Mortgage Loan Schedule as an
interest-only Mortgage Loan during the interest-only period or a Mortgage
Loan
which is identified on the related Mortgage Loan Schedule as a Balloon Mortgage
Loan) and to pay interest at the related Mortgage Interest Rate. The Index
for
each Adjustable Rate Mortgage Loan is as defined in the related Mortgage
Loan
Schedule. With respect to each Mortgage Loan identified on the Mortgage Loan
Schedule as an interest-only Mortgage Loan, the interest-only period shall
not
exceed the period specified on the Mortgage Loan Schedule and following the
expiration of such interest-only period, the remaining Monthly Payments shall
be
sufficient to fully amortize the original principal balance over the remaining
term of the Mortgage Loan. With respect to each Balloon Mortgage Loan, the
Mortgage Note requires a monthly payment which is sufficient to fully amortize
the original principal balance over the original term thereof and to pay
interest at the related Mortgage Interest Rate and requires a final Monthly
Payment substantially greater than the preceding monthly payment which is
sufficient to repay the remaining unpaid principal balance of the Balloon
Mortgage Loan as of the Due Date of such Monthly Payment. No Balloon Mortgage
Loan has an original stated maturity of less than seven (7) years. The Mortgage
Note does not permit negative amortization. No Mortgage Loan had an original
term to maturity of more than thirty (30) years;
(xxii) Origination
and Collection Practices; Escrow Deposits.
The
origination, servicing and collection practices used by the Seller with respect
to each Mortgage Note and Mortgage, including without limitation the
establishment, maintenance and servicing of the Escrow Accounts and Escrow
Payments, if any, since origination have been in all respects legal, proper,
prudent and customary in the mortgage origination and servicing industry.
The
Mortgage Loan has been serviced by the Seller and any predecessor servicer
in
accordance with all applicable laws, rules and regulations, the terms of
the
Mortgage Note and Mortgage, and the Xxxxxx Xxx and Xxxxxxx Mac servicing
guides.
With respect to escrow deposits and Escrow Payments (other than with respect
to
each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
Loan and for which the mortgagee under the First Lien is collecting Escrow
Payments (as reflected on the Mortgage Loan Schedule)), if any, all such
payments are in the possession of, or under the control of, the Seller and
there
exist no deficiencies in connection therewith for which customary arrangements
for repayment thereof have not been made. No escrow deposits or Escrow Payments
or other charges or payments due the Seller have been capitalized under any
Mortgage or the related Mortgage Note and no such escrow deposits or Escrow
Payments are being held by the Seller for any work on a Mortgaged Property
which
has not been completed;
(xxiii) Mortgaged
Property Undamaged.
The
Mortgaged Property is free of damage and waste and is in good repair, and
there
is no proceeding pending or threatened for the total or partial condemnation
thereof nor is such a proceeding currently occurring;
(xxiv) Customary
Provisions.
The
Mortgage and related Mortgage Note contain customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (a) in the case of a Mortgage designated as
a deed
of trust, by trustee’s sale, and (b) otherwise by judicial foreclosure. The
Mortgaged Property has not been subject to any bankruptcy proceeding or
foreclosure proceeding and the Mortgagor has not filed for protection under
applicable bankruptcy laws. There is no homestead or other exemption available
to the Mortgagor which would interfere with the right to sell the Mortgaged
Property at a trustee’s sale or the right to foreclose the Mortgage; The
Mortgagor has not notified the Seller and the Seller has no knowledge of
any
relief requested or allowed to the Mortgagor under the Servicemembers Civil
Relief Act;
(xxv) Appraisal.
Unless
otherwise set forth on the Mortgage Loan Schedule, the Mortgage File contains
an
appraisal of the related Mortgaged Property which, (a) with respect to First
Lien Mortgage Loans, was on appraisal form 1004 or form 2055 with an interior
inspection, or (b) with respect to Second Lien Mortgage Loans, was on appraisal
form 704, 2065 or 2055 with an exterior only inspection, and (c) with respect
to
(a) or (b) above, was made and signed, prior to the approval of the Mortgage
Loan application, by a qualified appraiser, duly appointed by the Seller,
who
had no interest, direct or indirect in the Mortgaged Property or in any loan
made on the security thereof, whose compensation is not affected by the approval
or disapproval of the Mortgage Loan and who met the minimum qualifications
of
Xxxxxx Mae and Xxxxxxx Mac. Each appraisal of the Mortgage Loan was made
in
accordance with the relevant provisions of the Financial Institutions Reform,
Recovery, and Enforcement Act of 1989;
(xxvi) Deeds
of Trust.
In the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve as such, has been properly designated and currently
so
serves and is named in the Mortgage, and no fees or expenses are or will
become
payable by the Purchaser to the trustee under the deed of trust, except in
connection with a trustee’s sale after default by the Mortgagor;
(xxvii) Construction
or Rehabilitation of Mortgaged Property.
No
Mortgage Loan was made in connection with (a) the construction or rehabilitation
of a Mortgaged Property or (b) facilitating the trade-in or exchange of a
Mortgaged Property;
(xxviii) LTV;
CLTV.
The
Loan-to-Value Ratio of any Mortgage Loan at origination was not more than
95%
and the CLTV of any Mortgage Loan at origination was not more than 100%;
Each
Mortgage Loan (other than any Mortgage Loan underwritten pursuant to the
Seller’s Subprime Underwriting Guidelines) with an original Loan-to-Value Ratio
at origination greater than 80% is and will be subject to a Primary Insurance
Policy, issued by a Qualified Insurer, which insures that portion of the
Mortgage Loan in excess of the portion of the Appraised Value of the Mortgaged
Property as required by Xxxxxx Mae. All provisions of such Primary Insurance
Policy have been and are being complied with, such policy is in full force
and
effect, and all premiums due thereunder have been paid. Any Mortgage subject
to
any such Primary Insurance Policy obligates the Mortgagor thereunder to maintain
such insurance and to pay all premiums and charges in connection therewith.
The
Mortgage Interest Rate for the Mortgage Loan does not include any such insurance
premium. If a Mortgage Loan is identified on the Mortgage Loan Schedule as
subject to a Lender Paid Mortgage Insurance Policy, such policy insures that
portion of the Mortgage Loan set forth in the LPMI Policy. All provisions
of any
such LPMI Policy have been and are being complied with, such policy is in
full
force and effect, and all premiums due thereunder have been paid. The Mortgage
Interest Rate for the Mortgage Loan does not include the insurance premium
for
any LPMI Policy;
(xxix) Occupancy
of the Mortgaged Property.
The
Mortgaged Property is lawfully occupied under applicable law; all inspections,
licenses and certificates required to be made or issued with respect to all
occupied portions of the Mortgaged Property and, with respect to the use
and
occupancy of the same, including but not limited to certificates of occupancy
and fire underwriting certificates, have been made or obtained from the
appropriate authorities. No improvement located on or being part of any
Mortgaged Property is in violation of any applicable zoning and subdivision
law,
ordinance or regulation;
(xxx) No
Error, Omission, Fraud etc.
No
error, omission, misrepresentation, negligence, fraud or similar occurrence
with
respect to a Mortgage Loan has taken place on the part of any person, including
without limitation the Mortgagor, any appraiser, any builder or developer,
or
any other party involved in the origination of the Mortgage Loan or in the
application of any insurance in relation to such Mortgage Loan;
(xxxi) Consolidation
of Advances; Lien Priority.
Any
principal advances made to the Mortgagor prior to the Cut-off Date have been
consolidated with the outstanding principal amount secured by the Mortgage,
and
the secured principal amount, as consolidated, bears a single interest rate
and
single repayment term reflected on the Mortgage Loan Schedule. The lien of
the
Mortgage securing the consolidated principal amount is expressly insured
as
having (A) first lien priority with respect to each Mortgage Loan which is
indicated by the Seller to be a First Lien (as reflected on the Mortgage
Loan
Schedule), or (B) second lien priority with respect to each Mortgage Loan
which
is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected
on
the Mortgage Loan Schedule), in either case, by a title insurance policy,
an
endorsement to the policy insuring the mortgagee’s consolidated interest or by
other title evidence acceptable to Xxxxxx Xxx and Xxxxxxx Mac. The consolidated
principal amount does not exceed the original principal amount of the Mortgage
Loan;
(xxxii) Environmental
Matters.
The
Mortgaged Property is in material compliance with all applicable environmental
laws pertaining to environmental hazards including, without limitation,
asbestos, and neither the Seller nor, to the Seller’s knowledge, the related
Mortgagor, has received any notice of any violation or potential violation
of
such law;
(xxxiii) HOEPA.
No
Mortgage Loan is (a) subject to the provisions of the Homeownership and Equity
Protection Act of 1994 as amended (“HOEPA”), (b) a “high cost” mortgage loan,
“covered” mortgage loan, “high risk home” mortgage loan, or “predatory” mortgage
loan or any other comparable term, no matter how defined under any federal,
state or local law, (c) subject to any comparable federal, state or local
statutes or regulations, or any other statute or regulation providing for
heightened regulatory scrutiny or assignee liability to holders of such mortgage
loans, or (d) a High Cost Loan or Covered Loan, as applicable (as such terms
are
defined in the current Standard & Poor’s LEVELS® Glossary Revised, Appendix
E);
(xxxiv) Due-On-Sale.
Each
Mortgage contains an enforceable provision for the acceleration of the payment
of the unpaid principal balance of the related Mortgage Loan in the event
the
related Mortgaged Property is sold or transferred without the prior consent
of
the mortgagee thereunder;
(xxxv) Second
Liens.
With
respect to each Mortgage Loan which is a Second Lien, (i) the related First
Lien
does not provide for negative amortization, (ii) either no consent for the
Mortgage Loan is required by the holder of the First Lien or such consent
has
been obtained and is contained in the Mortgage File and (iii) such Second
Lien
is on a Residential Dwelling that is (or will be) the principal residence
of the
Mortgagor upon origination of the Second Lien;
(xxxvi) Prepayment
Charges in Mortgage Loan Documents.
The
Mortgage Loan Documents with respect to each Mortgage Loan subject to Prepayment
Charges specifically authorizes such Prepayment Charges to be collected,
such
Prepayment Charges are permissible and enforceable in accordance with the
terms
of the related Mortgage Loan Documents and all applicable federal, state
and
local laws (except to the extent that the enforceability thereof may be limited
by bankruptcy, insolvency, moratorium, receivership and other similar laws
relating to creditors’ rights generally or the collectability thereof may be
limited due to acceleration in connection with a foreclosure) and each
Prepayment Charge was originated in compliance with all applicable federal,
state and local laws;
(xxxvii) Compliance
with Patriot Act.
The
Seller has complied with all applicable anti-money laundering laws and
regulations, including without limitation the USA Patriot Act of 2001
(collectively, the “Anti-Money Laundering Laws”). The Seller has established an
anti-money laundering compliance program as required by the Anti-Money
Laundering Laws, has conducted the requisite due diligence in connection
with
the origination of each Mortgage Loan for purposes of the Anti-Money Laundering
Laws, including with respect to the legitimacy of the applicable Mortgagor
and
the origin of the assets used by the said Mortgagor to purchase the property
in
question, and maintains, and will maintain, sufficient information to identify
the applicable Mortgagor for purposes of the Anti-Money Laundering Laws;
no
Mortgage Loan is subject to nullification pursuant to Executive Order 13224
(the
“Executive Order”) or the regulations promulgated by the Office of Foreign
Assets Control of the United States Department of the Treasury (the “OFAC
Regulations”) or in violation of the Executive Order or the OFAC Regulations,
and no Mortgagor is subject to the provisions of such Executive Order or
the
OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC
Regulations;
(xxxviii) MERS
Mortgage Loans.
With
respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and such
MIN
is accurately provided on the related Mortgage Loan Schedule. The related
Assignment of Mortgage to MERS has been duly and properly recorded or has
been
delivered for recording to the applicable recording office. With respect
to each
MERS Mortgage Loan, the Seller has not received any notice of liens or legal
actions with respect to such Mortgage Loan and no such notices have been
electronically posted by MERS;
(xxxix) FACT
Act.
The
sale or transfer of the Mortgage Loan by the Seller complies with all applicable
federal, state, and local laws, rules, and regulations governing such sale
or
transfer, including, without limitation, the Fair and Accurate Credit
Transactions Act (“FACT Act”) and the Fair Credit Reporting Act, each as may be
amended from time to time, and the Seller has not received any actual or
constructive notice of any identity theft, fraud, or other misrepresentation
in
connection with such Mortgage Loan or any party thereto.
(xl) Qualified
Mortgage.
Each
Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
the Code and Treasury Regulation Section 1.860G-2(a)(1);
(xli) Condos
and PUDs.
If the
Residential Dwelling on the Mortgaged Property is a condominium unit or a
unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project meets the eligibility
requirements of Xxxxxx Xxx and Xxxxxxx Mac;
(xlii) Appraised
Value.
All
improvements which were considered in determining the Appraised Value of
the
related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property;
(xliii) No
Additional Collateral.
The
Mortgage Note is not and has not been secured by any collateral except the
lien
of the corresponding Mortgage on the Mortgaged Property and the security
interest of any applicable security agreement or chattel mortgage referred
to in
(xi) above;
(xliv) Buydown
Mortgage Loans.
No
Mortgage Loan contains provisions pursuant to which Monthly Payments are
(a)
paid or partially paid with funds deposited in any separate account established
by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b) paid
by
any source other than the Mortgagor or (c) contains any other similar provisions
which may constitute a “buydown” provision.
(xlv) No
Convertible Mortgage Loans; No Graduated Payments or Contingent
Interests.
No
Mortgage Loan is a Convertible Mortgage Loan. The Mortgage Loan is not a
graduated payment mortgage loan, and the Mortgage Loan does not have a shared
appreciation or other contingent interest feature;
(xlvi) Disclosure
Materials.
The
Mortgagor has executed a statement to the effect that the Mortgagor has received
all disclosure materials required by applicable law with respect to the making
of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and
adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans
and
rescission materials with respect to Refinanced Mortgage Loans, and such
statement is and will remain in the Mortgage File;
(xlvii) Recordation
of Mortgages.
Each
original Mortgage was recorded and all subsequent assignments of the original
Mortgage (other than the assignment to the Purchaser) have been recorded,
or are
in the process of being recorded, in the appropriate jurisdictions wherein
such
recordation is necessary to perfect the lien thereof as against creditors
of the
Seller. As to any Mortgage Loan which is not a MERS Mortgage Loan, the
Assignment of Mortgage is in recordable form (except for the name of the
assignee which is blank) and is acceptable for recording under the laws of
the
jurisdiction in which the Mortgaged Property is located;
(xlviii) Texas
Refinance Loans.
Each
Mortgage Loan originated in the state of Texas pursuant to Article XVI, Section
50(a)(6) of the Texas Constitution (a “Texas Refinance Loan”) has been
originated in compliance with the provisions of Article XVI, Section 50(a)(6)
of
the Texas Constitution, Texas Civil Statutes and the Texas Finance Code.
With
respect to each Texas Refinance Loan that is a Cash Out Refinancing, the
related
Mortgage Loan Documents state that the Mortgagor may prepay such Texas Refinance
Loan in whole or in part without incurring a Prepayment Charge. The Seller
does
not collect any such Prepayment Charges in connection with any such Texas
Refinance Loan;
(xlix) Verification
of Down Payment.
Unless
otherwise set forth on the Mortgage Loan Schedule, the source of the down
payment with respect to each Mortgage Loan has been fully verified by the
Seller;
(l) Tax
Service Contracts.
The
Seller shall, at its own expense, cause each Mortgage Loan to be covered
by a
“life of loan” Tax Service Contract which is assignable to the Purchaser or its
designee at no cost to the Purchaser or its designee; provided however, that
if
the Seller fails to purchase such Tax Service Contract, the Seller shall
be
required to reimburse the Purchaser for all costs and expenses incurred by
the
Purchaser in connection with the purchase of any such Tax Service
Contract;
(li) Flood
Zone Service Contracts.
Each
Mortgage Loan is covered by a “life of loan” Flood Zone Service Contract which
is assignable to the Purchaser or its designee at no cost to the Purchaser
or
its designee or, for each Mortgage Loan not covered by such Flood Zone Service
Contract, the Seller agrees to purchase such Flood Zone Service
Contract;
(lii) No
Cooperatives; No Commercial Property; No Mixed Use Property, No Manufacture
Housing.
No
Mortgage Loan is secured by cooperative housing, commercial property,
manufactured housing, a mobile home or mixed use property;
(liii) Secondary
Market Sales.
Each
Mortgage Loan is eligible for sale in the secondary market or for inclusion
in a
Securitization Transaction without unreasonable credit enhancement;
(liv) No
Adverse Selection.
No
selection procedures were used by the Seller that identified the Mortgage
Loans
as being less desirable or valuable than other comparable mortgage loans
in the
Seller’s portfolio;
(lv) Georgia.
No
Mortgage Loan originated or modified on or after October 1, 2002 and prior
to
March 7, 2003 is secured by a Mortgaged Property located in the State of
Georgia. No Mortgage Loan originated on or after March 7, 2003 is a “high cost
home loan” as defined under the Georgia Fair Lending Act.
(lvi) New
Jersey Manufactured Housing Loans.
No
Mortgage Loan is a “manufactured housing loan” pursuant to the NJ Act, and one
hundred percent of the amount financed of any purchase money Second Lien
Mortgage Loan subject to the NJ Act was used for the purchase of the related
Mortgaged Property;
(lvii) Reserved;
(lviii) No
Ground Leases.
No
Mortgage Loan is secured in whole or in part by the interest of the Mortgagor
as
a lessee under a ground lease of the related Mortgaged Property;
(lix) Massachusetts
Refinanced Mortgage Loans.
No
Mortgage Loan secured by a Mortgaged Property located in the Commonwealth
of
Massachusetts was made to pay off or refinance an existing loan or other
debt of
the related borrower (as the term “borrower” is defined in the regulations
promulgated by the Massachusetts Secretary of State in connection with
Massachusetts House Xxxx 4880 (2004)) unless either (1) (a) the related Mortgage
Interest Rate (that would be effective once the introductory rate expires,
with
respect to Adjustable Rate Mortgage Loans) did or would not exceed by more
than
2.25% the yield on United States Treasury securities having comparable periods
of maturity to the maturity of the related Mortgage Loan as of the fifteenth
day
of the month immediately preceding the month in which the application for
the
extension of credit was received by the related lender or (b) the Mortgage
Loan
is an “open-end home loan” (as such term is used in the Massachusetts House Xxxx
4880 (2004)) and the related Mortgage Note provides that the related Mortgage
Interest Rate may not exceed at any time the Prime rate index as published
in
The Wall Street Journal plus a margin of one percent, or (2) such Mortgage
Loan
is in the "borrower's interest," as documented by a "borrower's interest
worksheet" for the particular Mortgage Loan, which worksheet incorporates
the
factors set forth in Massachusetts House Xxxx 4880 (2004) and the regulations
promulgated thereunder for determining "borrower's interest," and otherwise
complies in all material respects with the laws of the Commonwealth of
Massachusetts;
(lx) Broker
Fees.
The
Mortgagor has not made or caused to be made any payment in the nature of
an
“average” or “yield spread premium” to a mortgage broker or a like Person which
has not been fully disclosed to the Mortgagor;
(lxi) Acceptable
Investment.
The
Seller has no knowledge of any circumstances or condition with respect to
the
Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit
standing that can reasonably be expected to cause the Mortgage Loan to be
an
unacceptable investment, cause the Mortgage Loan to become delinquent, cause
the
Mortgage Loan to not be paid in full when due, or adversely affect the value
of
the Mortgage Loan;
(lxii) No
Notification of Prepayments in Full.
The
Mortgage Loan was not prepaid in full prior to the Closing Date and the Seller
has not received notification from a Mortgagor that a prepayment in full
shall
be made after the Closing Date;
(lxiii) Limitation
on number of Mortgage Notes per Borrower.
No
Mortgagor is the obligor on more than two Mortgage Notes;
(lxiv) Prepayment
Charges; With
respect to any Mortgage Loan that contains a provision permitting imposition
of
a Prepayment Charge upon a Principal Prepayment prior to maturity: (i) prior
to
the Mortgage Loan’s origination, the Mortgagor agreed to such Prepayment Charge
in exchange for a monetary benefit, including but not limited to a Mortgage
Interest Rate or fee reduction, (ii) prior to the Mortgage Loan’s origination,
the Mortgagor was offered the option of obtaining a Mortgage Loan that did
not
require payment of a Prepayment Charge, (iii) the Prepayment Charge is disclosed
to the Mortgagor in the Mortgage Loan Documents pursuant to applicable state
and
federal law, (iv) for Mortgage Loans originated on or after October 1, 2002,
the
duration of the prepayment period shall not exceed three (3) years from the
date
of the Mortgage Note, unless the Mortgage Loan was modified to reduce the
prepayment period to no more than three years from the date of the Mortgage
Note
and the Mortgagor was notified in writing of such reduction in the prepayment
period, (v) no Mortgage Loan originated prior to October 1, 2002 has a
Prepayment Charge longer than five years and (vi) notwithstanding any state
or
federal law to the contrary, the Seller shall not impose such Prepayment
Charge
in any instance when the Mortgage Loan is accelerated or paid off in connection
with the workout of a delinquent mortgage or due to the Mortgagor’s default.
Each Prepayment Charge is permissible, collectable and enforceable.
(lxv) No
Predatory Lending.
No
predatory, abusive or deceptive lending practices, including but not limited
to,
the extension of credit to a Mortgagor without regard for the Mortgagor’s
ability to repay the Mortgage Loan and the extension of credit to a Mortgagor
which has no tangible net benefit to the Mortgagor, were employed in connection
with the origination of the Mortgage Loan. Each Mortgage Loan is in compliance
with the anti-predatory lending eligibility for purchase requirements of
Xxxxxx
Mae’s Selling Guide. No Mortgagor was encouraged or required to select a
Mortgage Loan product offered by the Mortgage Loan’s originator which is a
higher cost product designed for less creditworthy borrowers, unless at the
time
of the Mortgage Loan’s origination, such Mortgagor did not qualify taking into
account credit history and debt to income ratios for a lower cost credit
product
then offered by the Mortgage Loan’s originator or any affiliate of the Mortgage
Loan’s originator. If, at the time of the related loan application, the
Mortgagor may have qualified for a lower cost credit product then offered
by any
mortgage lending affiliate of the Mortgage Loan’s originator, the Mortgage
Loan’s originator referred the Mortgagor’s application to such affiliate for
underwriting consideration;
(lxvi) Underwriting
Methodology.
The
methodology used in underwriting the extension of credit for each Mortgage
Loan
employs objective mathematical principles which relate the Mortgagor’s income,
assets and liabilities to the proposed payment and such underwriting methodology
does not rely on the extent of the Mortgagor’s equity in the collateral as the
principal determining factor in approving such credit extension. Such
underwriting methodology confirmed that at the time of origination
(application/approval) the Mortgagor had a reasonable ability to make timely
payments on the Mortgage Loan;
(lxvii) Points
and Fees Disclosed.
All
points and fees related to each Mortgage Loan were disclosed in writing to
the
related Borrower in accordance with applicable state and federal laws and
regulations. No Borrower was charged “points and fees” (whether or not financed)
in an amount greater than (a) $1,000 or (b) 5% of the principal amount of
such
Mortgage Loan, whichever is greater, such 5% limitation is calculated in
accordance with Xxxxxx Mae’s anti-predatory lending requirements as set forth in
the Xxxxxx Xxx Guides. For purposes of this representation, “points and fees”
(x) include origination, underwriting, broker and finder’s fees and charges that
the lender imposed as a condition of making the Mortgage Loan, whether they
are
paid to the lender or a third party, and (y) exclude bona fide discount points,
fees paid for actual services rendered in connection with the origination
of the
mortgage (such as attorneys’ fees, notaries fees and fees paid for property
appraisals, credit reports, surveys, title examinations and extracts, flood
and
tax certifications, and home inspections); the cost of mortgage insurance
or
credit-risk price adjustments; the costs of title, hazard, and flood insurance
policies; state and local transfer taxes or fees; escrow deposits for the
future
payment of taxes and insurance premiums; and other miscellaneous fees and
charges that, in total, do not exceed 0.25 percent of the loan amount. All
fees
and charges (including finance charges), whether or not financed, assessed,
collected or to be collected in connection with the origination and servicing
of
each Mortgage Loan were disclosed in writing to the related Mortgagor in
accordance with applicable state and federal laws and regulations;
(lxviii) Full
File Credit Reporting (Xxxxxx Mae).
The
Seller will transmit full-file credit reporting data for each Mortgage Loan
pursuant to Xxxxxx Xxx Guide Announcement 95-19 and for each Mortgage Loan,
Seller agrees it shall report one of the following statuses each month as
follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
foreclosed, or charged-off;
(lxix) No
Credit Life Policies.
No
Mortgagor was required to purchase any single premium credit insurance policy
(e.g. life, mortgage, disability, accident, unemployment, or health insurance
product) or debt cancellation agreement as a condition of obtaining the
extension of credit. No Mortgagor obtained a prepaid single premium credit
insurance policy (e.g. life, mortgage, disability, accident, unemployment,
or
health insurance product) in connection with the origination of the Mortgage
Loan, and no proceeds from any Mortgage Loan were used to purchase
single-premium credit insurance policies or debt cancellation agreements
as part
of the origination of, or as a condition to closing, such Mortgage Loan;
(lxx) Full
File Credit Reporting (Past Practice; Future Practice).
The
Seller and any predecessor servicer has fully furnished, in accordance with
the
Fair Credit Reporting Act and its implementing regulations, accurate and
complete information (e.g., favorable and unfavorable) on its borrower credit
files to Equifax, Experian and Trans Union Credit Information Company (three
of
the credit repositories) on a monthly basis; and the Seller will fully furnish,
in accordance with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information (e.g., favorable and unfavorable)
on its borrower credit files to Equifax, Experian and Trans Credit Information
Company (three of the credit repositories), on a monthly basis; and
(lxxi) No
Arbitration.
With
respect to each Mortgage Loan, neither the related Mortgage nor the related
Mortgage Note requires the Mortgagor to submit to arbitration to resolve
any
dispute arising out of or relating in any way to the Mortgage Loan; No Mortgagor
agreed to submit to arbitration to resolve any dispute arising out of or
relating in any way to the Mortgage Loan.
EXHIBIT
M
Representation
and Warranties with Respect to the Weichert Mortgage Loans
Except
for “Mortgage Loans”, which shall mean the Weichert Mortgage Loans sold by the
Seller to the Purchaser, all capitalized terms in this Exhibit M shall have
the
meanings ascribed to them in the Weichert Purchase Agreement.
(i) The
information set forth in the related Mortgage Loan Schedule and the Mortgage
Loan data delivered to the Purchaser in the Data File is complete, true and
correct;
(ii) All
payments required to be made up to the close of business on the Closing Date
for
such Mortgage Loan under the terms of the Mortgage Note have been made; the
Seller has not advanced funds, or induced, solicited or knowingly received
any
advance of funds from a party other than the owner of the related Mortgaged
Property, directly or indirectly, for the payment of any amount required
by the
Mortgage Note or Mortgage. There has been no delinquency, exclusive of any
period of grace, in any payment by the Mortgagor thereunder since the
origination of the Mortgage Loan;
(iii) There
are
no delinquent taxes, ground rents, water charges, sewer rents, assessments,
insurance premiums, leasehold payments, including assessments payable in
future
installments or other outstanding charges affecting the related Mortgaged
Property;
(iv) The
Mortgaged Property is located in the state identified in the related Mortgage
Loan Schedule and is improved by a Residential Dwelling;
(v) The
terms
of the Mortgage Note and the Mortgage have not been impaired, waived, altered
or
modified in any respect, except by written instruments, recorded in the
applicable public recording office or registered with the MERS System if
necessary to maintain the lien priority of the Mortgage, and which have been
delivered to the Purchaser; the substance of any such waiver, alteration
or
modification has been approved by the insurer under the Primary Insurance
Policy
or LPMI Policy, if any, and the title insurer, to the extent required by
the
related policy, and is reflected on the related Mortgage Loan Schedule. No
instrument of waiver, alteration or modification has been executed, and no
Mortgagor has been released, in whole or in part, except in connection with
an
assumption agreement approved by the insurer under the Primary Insurance
Policy
or LPMI Policy, if any, the title insurer, to the extent required by the
policy,
and which assumption agreement has been delivered to the Purchaser and the
terms
of which are reflected in the related Mortgage Loan Schedule;
(vi) The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set
off, counterclaim or defense, including the defense of usury, nor will the
operation of any of the terms of the Mortgage Note and/or the Mortgage, or
the
exercise of any right thereunder, render the Mortgage unenforceable, in whole
or
in part, or subject to any right of rescission, set off, counterclaim or
defense, including the defense of usury and no such right of rescission,
set
off, counterclaim or defense has been asserted with respect
thereto;
(vii) The
Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
of
the Seller in effect at the time the Mortgage Loan was originated; and the
Mortgage Note and Mortgage are on forms acceptable to FNMA and
FHLMC;
(viii) All
buildings upon the Mortgaged Property are insured by an insurer acceptable
to
FNMA and FHLMC against loss by fire, hazards of extended coverage and such
other
hazards as are customary in the area where the Mortgaged Property is located,
in
an amount not less than the greatest of (i) 100% of the replacement cost
of all
improvements to the Mortgaged Property, (ii) either (A) the outstanding
principal balance of the Mortgage Loan with respect to each first lien Mortgage
Loan or (B) with respect to each second lien Mortgage Loan, the sum of the
outstanding principal balance of the related first lien mortgage loan and
the
outstanding principal balance of the second lien Mortgage Loan, (iii) the
amount
necessary to avoid the operation of any co-insurance provisions with respect
to
the Mortgaged Property, or (iv) the amount necessary to fully compensate
for any
damage or loss to the improvements that are a part of such property on a
replacement cost basis. All such insurance policies contain a standard mortgagee
clause naming the Seller, its successors and assigns as mortgagee and all
premiums thereon have been paid. If the Mortgaged Property is in an area
identified on a Flood Hazard Map or Flood Insurance Rate Map issued by the
Federal Emergency Management Agency as having special flood hazards (and
such
flood insurance has been made available) a flood insurance policy meeting
the
requirements of the current guidelines of the Federal Insurance Administration
is in effect which policy conforms to the requirements of FNMA and FHLMC.
The
Mortgage obligates the Mortgagor thereunder to maintain all such insurance
at
the Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so,
authorizes the holder of the Mortgage to maintain such insurance at Mortgagor’s
cost and expense and to seek reimbursement therefor from the
Mortgagor;
(ix) Any
and
all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity, fair housing, disclosure laws
or
all predatory and abusive lending laws applicable to the origination and
servicing of mortgage loans of a type similar to the Mortgage Loans have
been
complied with and the consummation of the transactions contemplated hereby
will
not involve the violation of any such laws, and the Seller shall maintain
in its
possession, available for the inspection of the Purchaser or its designee,
and
shall deliver to the Purchaser or its designee, upon two Business Days’ request,
evidence of compliance with such requirements;
(x) The
Mortgage has not been satisfied, cancelled, subordinated or rescinded, in
whole
or in part, and the Mortgaged Property has not been released from the lien
of
the Mortgage, in whole or in part, nor has any instrument been executed that
would effect any such satisfaction, cancellation, subordination, rescission
or
release;
(xi) The
related Mortgage is properly recorded and is a valid, existing and enforceable
(A) first lien and first priority security interest with respect to each
Mortgage Loan which is indicated by the Seller to be a First Lien (as reflected
on the Mortgage Loan Schedule), or (B) second lien and second priority security
interest with respect to each Mortgage Loan which is indicated by the Seller
to
be a Second Lien (as reflected on the Mortgage Loan Schedule), in either
case,
on the Mortgaged Property, including all improvements on the Mortgaged Property
subject only to (a) the lien of current real property taxes and assessments
not
yet due and payable, (b) covenants, conditions and restrictions, rights of
way,
easements and other matters of the public record as of the date of recording
being acceptable to mortgage lending institutions generally and specifically
referred to in the lender’s title insurance policy delivered to the originator
of the Mortgage Loan and which do not adversely affect the Appraised Value
of
the Mortgaged Property, (c) other matters to which like properties are commonly
subject which do not materially interfere with the benefits of the security
intended to be provided by the Mortgage or the use, enjoyment, value or
marketability of the related Mortgaged Property and (d) with respect to each
Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
Loan
(as reflected on the Mortgage Loan Schedule) a First Lien on the Mortgaged
Property. Any security agreement, chattel mortgage or equivalent document
related to and delivered in connection with the Mortgage Loan establishes
and
creates a valid, existing and enforceable (A) first lien and first priority
security interest with respect to each Mortgage Loan which is indicated by
the
Seller to be a First Lien (as reflected on the Mortgage Loan Schedule) or
(B)
second lien and second priority security interest with respect to each Mortgage
Loan which is indicated by the Seller to be a Second Lien Mortgage Loan (as
reflected on the Mortgage Loan Schedule), in either case, on the property
described therein and the Seller has full right to sell and assign the same
to
the Purchaser. The Mortgaged Property was not, as of the date of origination
of
the Mortgage Loan, subject to a mortgage, deed of trust, deed to secure debt
or
other security instrument creating a lien subordinate to the lien of the
Mortgage;
(xii) The
Mortgage Note and the related Mortgage are genuine and each is the legal,
valid
and binding obligation of the maker thereof, enforceable in accordance with
its
terms;
(xiii) All
parties to the Mortgage Note and the Mortgage had legal capacity to enter
into
the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage,
and the Mortgage Note and the Mortgage have been duly and properly executed
by
such parties. The Mortgagor is a natural person;
(xiv) The
proceeds of the Mortgage Loan have been fully disbursed to or for the account
of
the Mortgagor and there is no obligation for the Mortgagee to advance additional
funds thereunder and any and all requirements as to completion of any on-site
or
off-site improvement and as to disbursements of any escrow funds therefor
have
been complied with. All costs, fees and expenses incurred in making or closing
the Mortgage Loan and the recording of the Mortgage have been paid, and the
Mortgagor is not entitled to any refund of any amounts paid or due to the
Mortgagee pursuant to the Mortgage Note or Mortgage;
(xv) The
Seller is the sole legal, beneficial and equitable owner of the Mortgage
Note
and the Mortgage. The Seller has full right and authority under all governmental
and regulatory bodies having jurisdiction over such Seller, subject to no
interest or participation of, or agreement with, any party, to transfer and
sell
the Mortgage Loan to the Purchaser pursuant to this Agreement free and clear
of
any encumbrance or right of others, equity, lien, pledge, charge, mortgage,
claim, participation interest or security interest of any nature (collectively,
a “Lien”); and immediately upon the transfers and assignments herein
contemplated, the Seller shall have transferred and sold all of its right,
title
and interest in and to each Mortgage Loan and the Purchaser will hold good,
marketable and indefeasible title to, and be the owner of, each Mortgage
Loan
subject to no Lien;
(xvi) All
parties which have had any interest in the Mortgage Loan, whether as originator,
mortgagee, assignee, pledgee or otherwise, are (or, during the period in
which
they held and disposed of such interest, were): (A) organized under the laws
of
such state, or (B) qualified to do business in such state, or (C) federal
savings and loan associations or national banks having principal offices
in such
state, or (D) not doing business in such state so as to require qualification
or
licensing, or (E) not otherwise required to be licensed in such state. All
parties which have had any interest in the Mortgage Loan were in compliance
with
any and all applicable “doing business” and licensing requirements of the laws
of the state wherein the Mortgaged Property is located or were not required
to
be licensed in such state;
(xvii) The
Mortgage Loan is covered by an American Land Title Association (“ALTA”) ALTA
lender’s title insurance policy acceptable to FNMA and FHLMC (which, in the case
of an Adjustable Rate Mortgage Loan has an adjustable rate mortgage endorsement
in the form of ALTA 6.0 or 6.1), issued by a title insurer acceptable to
FNMA
and FHLMC and qualified to do business in the jurisdiction where the Mortgaged
Property is located, insuring (subject to the exceptions contained above
in
(xi)(a) and (b) and, with respect to each Mortgage Loan which is indicated
by
the Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage
Loan
Schedule) clause (d)) the Seller, its successors and assigns as to the first
priority lien of the Mortgage in the original principal amount of the Mortgage
Loan and, with respect to any Adjustable Rate Mortgage Loan, against any
loss by
reason of the invalidity or unenforceability of the lien resulting from the
provisions of the Mortgage providing for adjustment in the Mortgage Interest
Rate and Monthly Payment. Additionally, such lender’s title insurance policy
affirmatively insures ingress and egress to and from the Mortgaged Property,
and
against encroachments by or upon the Mortgaged Property or any interest therein.
The Seller is the sole insured of such lender’s title insurance policy, and such
lender’s title insurance policy is in full force and effect and will be in full
force and effect upon the consummation of the transactions contemplated by
this
Agreement. No claims have been made under such lender’s title insurance policy,
and no prior holder of the related Mortgage, including the Seller, has done,
by
act or omission, anything which would impair the coverage of such lender’s title
insurance policy;
(xviii) There
is
no default, breach, violation or event of acceleration existing under the
Mortgage or the Mortgage Note and no event which, with the passage of time
or
with notice and the expiration of any grace or cure period, would constitute
a
default, breach, violation or event of acceleration, and the Seller has not
waived any default, breach, violation or event of acceleration. With respect
to
each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
Loan (as reflected on the Mortgage Loan Schedule) (i) the First Lien is in
full
force and effect, (ii) there is no default, breach, violation or event of
acceleration existing under such First Lien mortgage or the related mortgage
note, (iii) no event which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a default, breach,
violation or event of acceleration thereunder, and either (A) the First Lien
mortgage contains a provision which allows or (B) applicable law requires,
the
mortgagee under the Second Lien Mortgage Loan to receive notice of, and affords
such mortgagee an opportunity to cure any default by payment in full or
otherwise under the First Lien mortgage;
(xix) There
are
no mechanics’ or similar liens or claims which have been filed for work, labor
or material (and no rights are outstanding that under law could give rise
to
such lien) affecting the related Mortgaged Property which are or may be liens
prior to, or equal or coordinate with, the lien of the related
Mortgage;
(xx) The
Mortgage Loan was originated by the Seller or by a savings and loan association,
a savings bank, a commercial bank or similar banking institution which is
supervised and examined by a federal or state authority, or by a mortgagee
approved as such by the Secretary of HUD;
(xxi) Payments
on the Mortgage Loan shall commence (with respect to any newly originated
Mortgage Loans) or commenced no more than sixty days after the proceeds of
the
Mortgage Loan were disbursed. The Mortgage Loan bears interest at the Mortgage
Interest Rate. With respect to each Mortgage Loan, the Mortgage Note is payable
on the first day of each month in Monthly Payments, which, (A) in the case
of a
Fixed Rate Mortgage Loan, are sufficient to fully amortize the original
principal balance over the original term thereof (other than with respect
to a
Mortgage Loan identified on the related Mortgage Loan Schedule as an
interest-only Mortgage Loan during the interest-only period) and to pay interest
at the related Mortgage Interest Rate, and (B) in the case of an Adjustable
Rate
Mortgage Loan, are changed on each Adjustment Date, and in any case, are
sufficient to fully amortize the original principal balance over the original
term thereof and to pay interest at the related Mortgage Interest Rate. The
Index for each Adjustable Rate Mortgage Loan is as defined in the related
Mortgage Loan Schedule. With respect to each Mortgage Loan identified on
the
Mortgage Loan Schedule as an interest-only Mortgage Loan, the interest-only
period shall not exceed the period specified on the Mortgage Loan Schedule
and
following the expiration of such interest-only period, the remaining Monthly
Payments shall be sufficient to fully amortize the original principal balance
over the remaining term of the Mortgage Loan. The Mortgage Note does not
permit
negative amortization. No Mortgage Loan is a Convertible Mortgage
Loan;
(xxii) The
origination, servicing and collection practices used by the Seller with respect
to each Mortgage Note and Mortgage, including without limitation the
establishment, maintenance and servicing of the Escrow Accounts and Escrow
Payments, if any, since origination have been in all respects legal, proper,
prudent and customary in the mortgage origination and servicing industry.
The
Mortgage Loan has been serviced by the Seller and any predecessor servicer
in
accordance with all applicable laws, rules and regulations, the terms of
the
Mortgage Note and Mortgage, and the FNMA and FHLMC servicing guides. With
respect to escrow deposits and Escrow Payments (other than with respect to
each
Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
Loan
and for which the mortgagee under the First Lien is collecting Escrow Payments
(as reflected on the Mortgage Loan Schedule)), if any, all such payments
are in
the possession of, or under the control of, the Seller and there exist no
deficiencies in connection therewith for which customary arrangements for
repayment thereof have not been made. No escrow deposits or Escrow Payments
or
other charges or payments due the Seller have been capitalized under any
Mortgage or the related Mortgage Note and no such escrow deposits or Escrow
Payments are being held by the Seller for any work on a Mortgaged Property
which
has not been completed;
(xxiii) The
Mortgaged Property is free of damage and waste and is in good repair, and
there
is no proceeding pending or threatened for the total or partial condemnation
thereof nor is such a proceeding currently occurring;
(xxiv) The
Mortgage and related Mortgage Note contain customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (a) in the case of a Mortgage designated as
a deed
of trust, by trustee’s sale, and (b) otherwise by judicial foreclosure. The
Mortgaged Property has not been subject to any bankruptcy proceeding or
foreclosure proceeding and the Mortgagor has not filed for protection under
applicable bankruptcy laws. There is no homestead or other exemption available
to the Mortgagor which would interfere with the right to sell the Mortgaged
Property at a trustee’s sale or the right to foreclose the Mortgage; The
Mortgagor has not notified the Seller and the Seller has no knowledge of
any
relief requested or allowed to the Mortgagor under the Servicemembers Civil
Relief Act;
(xxv) The
Mortgage File contains an appraisal of the related Mortgaged Property which,
(a)
with respect to First Lien Mortgage Loans, was on appraisal form 1004 or
form
2055 with an interior inspection, or (b) with respect to Second Lien Mortgage
Loans, was on appraisal form 704, 2065 or 2055 with an exterior only
inspection], and (c) with respect to (a) or (b) above, was made and signed,
prior to the approval of the Mortgage Loan application, by a qualified
appraiser, duly appointed by the Seller, who had no interest, direct or indirect
in the Mortgaged Property or in any loan made on the security thereof, whose
compensation is not affected by the approval or disapproval of the Mortgage
Loan
and who met the minimum qualifications of FNMA and FHLMC. Each appraisal
of the
Mortgage Loan was made in accordance with the relevant provisions of the
Financial Institutions Reform, Recovery, and Enforcement Act of
1989;
(xxvi) In
the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve as such, has been properly designated and currently
so
serves and is named in the Mortgage, and no fees or expenses are or will
become
payable by the Purchaser to the trustee under the deed of trust, except in
connection with a trustee’s sale after default by the Mortgagor;
(xxvii) No
Mortgage Loan was made in connection with (a) the construction or rehabilitation
of a Mortgaged Property or (b) facilitating the trade-in or exchange of a
Mortgaged Property;
(xxviii)
The
Loan-to-Value Ratio of any Mortgage Loan at origination was not more than
95%
and the CLTV of any Mortgage Loan at origination was not more than 100%;
Each
Mortgage Loan with an original Loan-to-Value Ratio at origination than 80%
is an
will be subject to a Primary Insurance Policy, issued by a Qualified Insurer,
which insures that portion of the Mortgage Loan in excess of the portion
of the
Appraised Value of the Mortgaged Property as required by FNMA. All provisions
of
such Primary Insurance Policy have been and are being complied with, such
policy
is in full force and effect, and all premiums due thereunder have been paid.
Any
Mortgage subject to any such Primary Insurance Policy obligates the Mortgagor
thereunder to maintain such insurance and to pay all premiums and charges
in
connection therewith. The Mortgage Interest Rate for the Mortgage Loan does
not
include any such insurance premium. If a Mortgage Loan is identified on the
Mortgage Loan Schedule as subject to a Lender Paid Mortgage Insurance Policy,
such policy insures that portion of the Mortgage Loan set forth in the LPMI
Policy. All provisions of any such LPMI Policy have been and are being complied
with, such policy is in full force and effect, and all premiums due thereunder
have been paid. The Mortgage Interest Rate for the Mortgage Loan does not
include the insurance premium for any LPMI Policy;
(xxix)
To the
best of Seller’s knowledge, the Mortgaged Property is lawfully occupied under
applicable law; all inspections, licenses and certificates required to be
made
or issued with respect to all occupied portions of the Mortgaged Property
and,
with respect to the use and occupancy of the same, including but not limited
to
certificates of occupancy and fire underwriting certificates, have been made
or
obtained from the appropriate authorities. No improvement located on or being
part of any Mortgaged Property is in violation of any applicable zoning and
subdivision law, ordinance or regulation;
(xxx) No
error,
omission, misrepresentation, negligence, fraud or similar occurrence with
respect to a Mortgage Loan has taken place on the part of any person, including
without limitation the Mortgagor, any appraiser, any builder or developer,
or
any other party involved in the origination of the Mortgage Loan or in the
application of any insurance in relation to such Mortgage Loan;
(xxxi) Any
principal advances made to the Mortgagor prior to the Cut-off Date have been
consolidated with the outstanding principal amount secured by the Mortgage,
and
the secured principal amount, as consolidated, bears a single interest rate
and
single repayment term reflected on the Mortgage Loan Schedule. The lien of
the
Mortgage securing the consolidated principal amount is expressly insured
as
having (A) first lien priority with respect to each Mortgage Loan which is
indicated by the Seller to be a First Lien (as reflected on the Mortgage
Loan
Schedule), or (B) second lien priority with respect to each Mortgage Loan
which
is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected
on
the Mortgage Loan Schedule), in either case, by a title insurance policy,
an
endorsement to the policy insuring the mortgagee’s consolidated interest or by
other title evidence acceptable to FNMA and FHLMC. The consolidated principal
amount does not exceed the original principal amount of the Mortgage
Loan;
(xxxii) Interest
on each Mortgage Loan is calculated on the basis of a 360-day year consisting
of
twelve 30-day months;
(xxxiii)
The
Mortgaged Property is in material compliance with all applicable environmental
laws pertaining to environmental hazards including, without limitation,
asbestos, and neither the Seller nor, to the Seller’s knowledge, the related
Mortgagor, has received any notice of any violation or potential violation
of
such law;
(xxxiv) No
Mortgage Loan is (a) subject to the provisions of the Homeownership and Equity
Protection Act of 1994, as amended (“HOEPA”), (b) a “high cost”, “covered”,
“abusive”, “predatory”, “home loan”, “Section 10” or “high risk” mortgage loan
(or a similarly designated loan using different terminology) under any federal,
state or local law, or any other statute or regulation providing assignee
liability to holders of such mortgage loans, or (c) subject to or in violation
of any such or comparable federal, state or local statutes or regulations.
No
Mortgage Loan is a high cost loan or a covered loan, as applicable (as such
terms are defined in the Standard & Poor’s LEVELS Version 5.6 Glossary
Revised, Appendix E as of the related Closing Date).
(xxxv)
No
Mortgage Loan had an original term to maturity of more than thirty (30)
years;
(xxxvi) Each
Mortgage contains an enforceable provision for the acceleration of the payment
of the unpaid principal balance of the related Mortgage Loan in the event
the
related Mortgaged Property is sold or transferred without the prior consent
of
the mortgagee thereunder;
(xxxvii) With
respect to each Mortgage Loan which is a Second Lien, (i) the related First
Lien
does not provide for negative amortization, and (ii) either no consent for
the
Mortgage Loan is required by the holder of the First Lien or such consent
has
been obtained and is contained in the Mortgage File;
(xxxviii) The
Mortgage Loan Documents with respect to each Mortgage Loan subject to Prepayment
Charges specifically authorizes such Prepayment Charges to be collected,
such
Prepayment Charges are permissible and enforceable in accordance with the
terms
of the related Mortgage Loan Documents and all applicable federal, state
and
local laws (except to the extent that the enforceability thereof may be limited
by bankruptcy, insolvency, moratorium, receivership and other similar laws
relating to creditors’ rights generally or the collectability thereof may be
limited due to acceleration in connection with a foreclosure) and each
Prepayment Charge was originated in compliance with all applicable federal,
state and local laws;
(xxxix) The
Seller has complied with all applicable anti-money laundering laws and
regulations, including without limitation the USA Patriot Act of 2001
(collectively, the “Anti-Money Laundering Laws”). The Seller has established an
anti-money laundering compliance program as required by the Anti-Money
Laundering Laws, has conducted the requisite due diligence in connection
with
the origination of each Mortgage Loan for purposes of the Anti-Money Laundering
Laws, including with respect to the legitimacy of the applicable Mortgagor
and
the origin of the assets used by the said Mortgagor to purchase the property
in
question, and maintains, and will maintain, sufficient information to identify
the applicable Mortgagor for purposes of the Anti-Money Laundering Laws;
no
Mortgage Loan is subject to nullification pursuant to Executive Order 13224
(the
“Executive Order”) or the regulations promulgated by the Office of Foreign
Assets Control of the United States Department of the Treasury (the “OFAC
Regulations”) or in violation of the Executive Order or the OFAC Regulations,
and no Mortgagor is subject to the provisions of such Executive Order or
the
OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC
Regulations;
(xl) With
respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and such
MIN
is accurately provided on the related Mortgage Loan Schedule. The related
Assignment of Mortgage to MERS has been duly and properly recorded or has
been
delivered for recording to the applicable recording office;
(xli) With
respect to each MERS Mortgage Loan, the Seller has not received any notice
of
liens or legal actions with respect to such Mortgage Loan and no such notices
have been electronically posted by MERS;
(xlii) The
sale
or transfer of the Mortgage Loan by the Seller complies with all applicable
federal, state, and local laws, rules, and regulations governing such sale
or
transfer, including, without limitation, the Fair and Accurate Credit
Transactions Act (“FACT Act”) and the Fair Credit Reporting Act, each as may be
amended from time to time, and the Seller has not received any actual or
constructive notice of any identity theft, fraud, or other misrepresentation
in
connection with such Mortgage Loan or any party thereto.
(xliii) The
Mortgage Loan is in compliance with all requirements set forth in the related
Confirmation, and the characteristics of the related Mortgage Loan Package
as
set forth in the related Confirmation are true and correct;
(xliv) Each
Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
the Code and Treasury Regulation Section 1.860G-2(a)(1);
(xlv) If
the
Residential Dwelling on the Mortgaged Property is a condominium unit or a
unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project meets the eligibility
requirements of FNMA and FHLMC;
(xlvi) All
improvements which were considered in determining the Appraised Value of
the
related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property;
(xlvii) The
Mortgage Note is not and has not been secured by any collateral except the
lien
of the corresponding Mortgage on the Mortgaged Property and the security
interest of any applicable security agreement or chattel mortgage referred
to in
(xi) above;
(xlviii) No
Mortgage Loan contains provisions pursuant to which Monthly Payments are
(a)
paid or partially paid with funds deposited in any separate account established
by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b) paid
by
any source other than the Mortgagor or (c) contains any other similar provisions
which may constitute a “buydown” provision.
(xlix) The
Mortgage Loan is not a graduated payment mortgage loan or a balloon Mortgage
Loan, and the Mortgage Loan does not have a shared appreciation or other
contingent interest feature;
(l) The
Mortgagor has executed a statement to the effect that the Mortgagor has received
all disclosure materials required by applicable law with respect to the making
of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and
adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans
and
rescission materials with respect to Refinanced Mortgage Loans, and such
statement is and will remain in the Mortgage File;
(li) Each
original Mortgage was recorded and all subsequent assignments of the original
Mortgage (other than the assignment to the Purchaser) have been recorded,
or are
in the process of being recorded, in the appropriate jurisdictions wherein
such
recordation is necessary to perfect the lien thereof as against creditors
of the
Seller. As to any Mortgage Loan which is not a MERS Mortgage Loan, the
Assignment of Mortgage is in recordable form (except for the name of the
assignee which is blank) and is acceptable for recording under the laws of
the
jurisdiction in which the Mortgaged Property is located;
(lii) Each
Mortgage Loan originated in the state of Texas pursuant to Article XVI, Section
50(a)(6) of the Texas Constitution (a “Texas Refinance Loan”) has been
originated in compliance with the provisions of Article XVI, Section 50(a)(6)
of
the Texas Constitution, Texas Civil Statutes and the Texas Finance Code.
With
respect to each Texas Refinance Loan that is a Cash Out Refinancing, the
related
Mortgage Loan Documents state that the Mortgagor may prepay such Texas Refinance
Loan in whole or in part without incurring a Prepayment Charge. The Seller
does
not collect any such Prepayment Charges in connection with any such Texas
Refinance Loan;
(liii) The
source of the down payment with respect to each Mortgage Loan has been fully
verified by the Seller;
(liv) The
Seller shall, at its own expense, cause each Mortgage Loan to be covered
by a
“life of loan” Tax Service Contract which is assignable to the Purchaser or its
designee at no cost to the Purchaser or its designee; provided however, that
if
the Seller fails to purchase such Tax Service Contract, the Seller shall
be
required to reimburse the Purchaser for all costs and expenses incurred by
the
Purchaser in connection with the purchase of any such Tax Service
Contract;
(lv) Each
Mortgage Loan is covered by a “life of loan” Flood Zone Service Contract which
is assignable to the Purchaser or its designee at no cost to the Purchaser
or
its designee or, for each Mortgage Loan not covered by such Flood Zone Service
Contract, the Seller agrees to purchase such Flood Zone Service
Contract;
(lvi) No
Mortgage Loan is secured by cooperative housing, commercial property or mixed
use property;
(lvii) Reserved;
(lviii) No
selection procedures were used by the Seller that identified the Mortgage
Loans
as being less desirable or valuable than other comparable mortgage loans
in the
Seller’s portfolio;
(lix) Each
Mortgage Loan has a valid and original Credit Score, with a minimum Credit
Score
as set forth in the related Confirmation;
(lx) No
Mortgage Loan originated or modified on or after October 1, 2002 and prior
to
March 7, 2003 is secured by a Mortgaged Property located in the State of
Georgia;
(lxi) No
Mortgage Loan is a “manufactured housing loan” pursuant to the NJ Act, and one
hundred percent of the amount financed of any purchase money Second Lien
Mortgage Loan subject to the NJ Act was used for the purchase of the related
Mortgaged Property;
(lxii) With
respect to any Mortgage Loan for which a mortgage loan application was submitted
by the Mortgagor after April 1, 2004, no such Mortgage Loan secured by a
Mortgage Property located in the State of Illinois is in violation of the
provisions of the Illinois Interest Act, including Section 4.1a which provides
that no such Mortgage Loan with a Mortgage Interest Rate in excess of 8.0%
per
annum has lender-imposed fees (or other charges) in excess of 3.0% of the
original principal balance of the Mortgage Loan;
(lxiii) No
Mortgage Loan is secured in whole or in part by the interest of the Mortgagor
as
a lessee under a ground lease of the related Mortgaged Property;
(lxiv) No
Mortgage Loan secured by a Mortgaged Property located in the Commonwealth
of
Massachusetts was made to pay off or refinance an existing loan or other
debt of
the related borrower (as the term “borrower” is defined in the regulations
promulgated by the Massachusetts Secretary of State in connection with
Massachusetts House Xxxx 4880 (2004)) unless either (1) (a) the related Mortgage
Interest Rate (that would be effective once the introductory rate expires,
with
respect to Adjustable Rate Mortgage Loans) did or would not exceed by more
than
2.25% the yield on United States Treasury securities having comparable periods
of maturity to the maturity of the related Mortgage Loan as of the fifteenth
day
of the month immediately preceding the month in which the application for
the
extension of credit was received by the related lender or (b) the Mortgage
Loan
is an “open-end home loan” (as such term is used in the Massachusetts House Xxxx
4880 (2004)) and the related Mortgage Note provides that the related Mortgage
Interest Rate may not exceed at any time the Prime rate index as published
in
The Wall Street Journal plus a margin of one percent, or (2) such Mortgage
Loan
is in the "borrower's interest," as documented by a "borrower's interest
worksheet" for the particular Mortgage Loan, which worksheet incorporates
the
factors set forth in Massachusetts House Xxxx 4880 (2004) and the regulations
promulgated thereunder for determining "borrower's interest," and otherwise
complies in all material respects with the laws of the Commonwealth of
Massachusetts;
(lxv) The
Mortgagor has not made or caused to be made any payment in the nature of
an
“average” or “yield spread premium” to a mortgage broker or a like Person which
has not been fully disclosed to the Mortgagor;
(lxvi) The
Seller has no knowledge of any circumstances or condition with respect to
the
Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit
standing that can reasonably be expected to cause the Mortgage Loan to be
an
unacceptable investment, cause the Mortgage Loan to become delinquent, cause
the
Mortgage Loan to not be paid in full when due, or adversely affect the value
of
the Mortgage Loan;
(lxvii) The
Mortgage Loan was not prepaid in full prior to the Closing Date and the Seller
has not received notification from a Mortgagor that a prepayment in full
shall
be made after the Closing Date;
(lxviii) No
Mortgagor is the obligor on more than two Mortgage Notes in each Mortgage
Loan
Package, unless mutually agreed upon by Seller and Purchaser;
(lxix) With
respect to any Mortgage Loan that contains a provision permitting imposition
of
a Prepayment Charge upon a Principal Prepayment prior to maturity: (i) prior
to
the Mortgage Loan’s origination, the Mortgagor agreed to such Prepayment Charge
in exchange for a monetary benefit, including but not limited to a Mortgage
Interest Rate or fee reduction, (ii) prior to the Mortgage Loan’s origination,
the Mortgagor was offered the option of obtaining a Mortgage Loan that did
not
require payment of a Prepayment Charge, (iii) the Prepayment Charge is disclosed
to the Mortgagor in the Mortgage Loan Documents pursuant to applicable state
and
federal law, (iv) for Mortgage Loans originated on or after September 1,
2004,
the duration of the prepayment period shall not exceed three (3) years from
the
date of the Mortgage Note, unless the Mortgage Loan was modified to reduce
the
prepayment period to no more than three years from the date of the Mortgage
Note
and the Mortgagor was notified in writing of such reduction in the prepayment
period, (v) no Mortgage Loan originated prior to October 1, 2002 has a
Prepayment Charge longer than five years (vi) notwithstanding any state or
federal law to the contrary, the Seller shall not impose such Prepayment
Charge
in any instance when the Mortgage debt is accelerated as the result of the
Mortgagor’s default in making the Monthly Payments; Each Prepayment Charge is
permissible, collectable and enforceable.
(lxx) No
predatory, abusive or deceptive lending practices, including but not limited
to,
the extension of credit to a Mortgagor without regard for the Mortgagor’s
ability to repay the Mortgage Loan and the extension of credit to a Mortgagor
which has no tangible net benefit to the Mortgagor, were employed in connection
with the origination of the Mortgage Loan. Each Mortgage Loan is in compliance
with the anti-predatory lending eligibility for purchase requirements of
FNMA’s
Selling Guide. No Mortgagor was encouraged or required to select a Mortgage
Loan
product offered by the Mortgage Loan’s originator which is a higher cost product
designed for less creditworthy borrowers, unless at the time of the Mortgage
Loan’s origination, such Mortgagor did not qualify taking into account credit
history and debt to income ratios for a lower cost credit product then offered
by the Mortgage Loan’s originator or any affiliate of the Mortgage Loan’s
originator. If, at the time of the related loan application, the Mortgagor
may
have qualified for a lower cost credit product then offered by any mortgage
lending affiliate of the Mortgage Loan’s originator, the Mortgage Loan’s
originator referred the Mortgagor’s application to such affiliate for
underwriting consideration;
(lxxi) The
methodology used in underwriting the extension of credit for each Mortgage
Loan
employs objective mathematical principles which relate the Mortgagor’s income,
assets and liabilities to the proposed payment and such underwriting methodology
does not rely on the extent of the Mortgagor’s equity in the collateral as the
principal determining factor in approving such credit extension. Such
underwriting methodology confirmed that at the time of origination
(application/approval) the Mortgagor had a reasonable ability to make timely
payments on the Mortgage Loan;
(lxxii) All
points, fees and charges, including finance charges (whether or not financed,
assessed, collected or to be collected), in connection with the origination
and
servicing of each Mortgage Loan were disclosed in writing to the related
Mortgagor in accordance with applicable state and federal law and regulation.
Except in the case of a Mortgage Loan in an original principal amount of
less
than $60,000 which would have resulted in an unprofitable origination, no
related Mortgagor was charged “points and fees” (whether or not financed) in an
amount greater than 5% of the principal amount of such loan, such 5% limitation
is calculated in accordance with FNMA’s anti-predatory lending requirements as
set forth in the FNMA Selling Guide;
(lxxiii) The
Seller will transmit full-file credit reporting data for each Mortgage Loan
pursuant to Xxxxxx Mae Guide Announcement 95-19 and for each Mortgage Loan,
Seller agrees it shall report one of the following statuses each month as
follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
foreclosed, or charged-off;
(lxxiv) No
Mortgagor was required to purchase any credit life, disability, accident
or
health insurance product or debt cancellation agreement as a condition of
obtaining the extension of credit. No Mortgagor obtained a prepaid single
premium credit life, disability, accident or health insurance policy in
connection with the origination of the Mortgage Loan, and no proceeds from
any
Mortgage Loan were used to finance single-premium credit insurance policies
or
debt cancellation agreements as part of the origination of, or as a condition
to
closing, such Mortgage Loan;
(lxxv) The
Seller and any predecessor servicer has fully furnished, in accordance with
the
Fair Credit Reporting Act and its implementing regulations, accurate and
complete information (e.g., favorable and unfavorable) on its borrower credit
files to Equifax, Experian and Trans Union Credit Information Company (three
of
the credit repositories) on a monthly basis; and the Seller will fully furnish,
in accordance with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information (e.g., favorable and unfavorable)
on its borrower credit files to Equifax, Experian and Trans Credit Information
Company (three of the credit repositories), on a monthly basis; and
(lxxvi) With
respect to each Mortgage Loan, neither the related Mortgage nor the related
Mortgage Note requires the Mortgagor to submit to arbitration to resolve
any
dispute arising out of or relating in any way to the Mortgage Loan transaction;
No Mortgagor agreed to submit to arbitration to resolve any dispute arising
out
of or relating in any way to the Mortgage Loan transaction.
EXHIBIT
N
Representation
and Warranties with Respect to the Xxxxx Fargo Mortgage Loans
Except
for “Mortgage Loans”, which shall mean the Xxxxx Fargo Mortgage Loans sold by
the Seller to the Purchaser, all capitalized terms in this Exhibit N shall
have
the meanings ascribed to them in the Xxxxx Fargo Purchase
Agreement.
All
references to “Underwriting Guidelines” in this Exhibit N are hereby replaced
with “Underwriting Guidelines with respect to the Seller Mortgage Loans (other
than the exceptions identified for Exception Mortgage Loans on the related
Assignment and Conveyance Agreement) or the Third-Party Underwriting Guidelines
with respect to Third-Party Mortgage Loans, as applicable”.
As
to
each Mortgage Loan, the Seller hereby represents and warrants to the Purchaser
that as of the Closing Date:
(i)
Mortgage Loans as Described.
The
information set forth in the respective Mortgage Loan Schedule and the
information contained on the Data File, delivered to the Purchaser is true
and
correct, provided
that the Seller makes no representation or warranty as to the accuracy of
Unverified Information;
(ii)
Payments
Current.
All
payments required to be made up to the related Cut-off Date for the Mortgage
Loan under the terms of the Mortgage Note have been made and credited. No
payment under any Mortgage Loan has been 30 days delinquent more than one
time
within twelve (12) months prior to the related Closing Date;
(iii)
No
Outstanding Charges.
There
are
no defaults in complying with the terms of the Mortgages, and all taxes,
governmental assessments, insurance premiums, leasehold payments, water,
sewer
and municipal charges, which previously became due and owing have been paid,
or
an escrow of funds has been established in an amount sufficient to pay for
every
such item which remains unpaid and which has been assessed but is not yet
due
and payable. The Seller has not advanced funds, or induced, or solicited
directly or indirectly, the payment of any amount required under the Mortgage
Loan, except for interest accruing from the date of the Mortgage Note or
date of
disbursement of the Mortgage Loan proceeds, whichever is later, to the day
which
precedes by one month the Due Date of the first installment of principal
and
interest;
(iv)
Original
Terms Unmodified.
The
terms
of the Mortgage Note and Mortgage have not been impaired, waived, altered
or
modified in any respect, except by a written instrument which has been recorded
or registered with the MERS System, if necessary, to protect the interests
of
the Purchaser and which has been delivered to the Custodian. The substance
of
any such waiver, alteration or modification has been approved by the issuer
of
any related PMI Policy and the title insurer, to the extent required by the
policy, and its terms are reflected on the related Mortgage Loan Schedule.
No
Mortgagor has been released, in whole or in part, except in connection with
an
assumption agreement approved by the issuer of any related PMI Policy and
the
title insurer, to the extent required by the policy, and which assumption
agreement is part of the Custodial Mortgage File delivered to the Custodian
and the terms of which are reflected in the related Mortgage Loan
Schedule;
(v)
No
Defenses.
The
Mortgage Loan is not subject to any right of rescission, set-off, counterclaim
or defense, including without limitation the defense of usury, nor will the
operation of any of the terms of the Mortgage Note or the Mortgage, or the
exercise of any right thereunder, render either the Mortgage Note or the
Mortgage unenforceable, in whole or in part, or subject to any right of
rescission, set-off, counterclaim or defense, including without limitation
the
defense of usury, and no such right of rescission, set-off, counterclaim
or
defense has been asserted with respect thereto;
(vi)
No
Satisfaction of Mortgage.
The
Mortgage has not been satisfied, canceled, subordinated or rescinded, in
whole
or in part, and the Mortgaged Property has not been released from the lien
of
the Mortgage, in whole or in part, nor has any instrument been executed that
would effect any such satisfaction, release, cancellation, subordination
or
rescission;
(vii)
Validity
of Mortgage Documents.
The
Mortgage Note and the Mortgage and related documents are genuine, and each
is
the legal, valid and binding obligation of the maker thereof enforceable
in
accordance with its terms. All parties to the Mortgage Note and the Mortgage
had
legal capacity to enter into the Mortgage Loan and to execute and deliver
the
Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have
been
duly and properly executed by such parties.
With
respect to each Cooperative Loan, the Mortgage Note, the Mortgage, the Pledge
Agreement, and related documents are genuine, and each is the legal, valid
and
binding obligation of the maker thereof enforceable in accordance with its
terms. All parties to the Mortgage Note, the Mortgage, the Pledge Agreement,
the
Proprietary Lease, the Stock Power, Recognition Agreement and the Assignment
of
Proprietary Lease had legal capacity to enter into the Mortgage Loan and
to
execute and deliver such documents, and such documents have been duly and
properly executed by such parties;
(viii)
No
Fraud.
No
error,
omission, misrepresentation, negligence, fraud or similar occurrence with
respect to a Mortgage Loan has taken place on the part of the Seller, or
the
Mortgagor (except with respect to the accuracy of Unverified Information),
or to
the best of the Seller’s knowledge, any appraiser, any builder, or any
developer, or any other party involved in the origination of the Mortgage
Loan
or in the application of any insurance in relation to such Mortgage
Loan;
(ix)
Compliance
with Applicable Laws.
Any
and
all requirements of any federal, state or local law including, without
limitation, usury, truth-in-lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity, disclosure or predatory and
abusive
lending laws applicable to the Mortgage Loan have been complied with. All
inspections, licenses and certificates required to be made or issued with
respect to all occupied portions of the Mortgaged Property and, with respect
to
the use and occupancy of the same, including, but not limited to, certificates
of occupancy and fire underwriting certificates, have been made or obtained
from
the appropriate authorities;
(x)
Location
and Type of Mortgaged Property.
The
Mortgaged Property is located in the state identified in the related Mortgage
Loan Schedule and consists of a contiguous parcel of real property with a
detached single family residence erected thereon, or a two- to four-family
dwelling, or an individual condominium unit in a condominium project, or
an
individual unit in a planned unit development, or a townhouse, or a cooperative,
provided, however, that any condominium project or planned unit development
shall conform with the applicable Xxxxxx Xxx or Xxxxxxx Mac requirements,
or the
Underwriting Guidelines, regarding such dwellings, and no residence or dwelling
is a mobile home. As of the respective appraisal date for each Mortgaged
Property, any Mortgaged Property being used for commercial purposes conforms
to
the Underwriting Guidelines and, to the best of the Seller’s knowledge, since
the date of such appraisal, no portion of the Mortgaged Property has been
used
for commercial purposes outside of the Underwriting Guidelines;
(xi)
Valid
First Lien.
The
Mortgage is a valid, subsisting and enforceable first lien on the Mortgaged
Property, including all buildings on the Mortgaged Property and all
installations and mechanical, electrical, plumbing, heating and air conditioning
systems located in or annexed to such buildings, and all additions, alterations
and replacements made at any time with respect to the foregoing. The lien
of the
Mortgage is subject only to:
(1) the
lien
of current real property taxes and assessments not yet due and
payable;
(2) covenants,
conditions and restrictions, rights of way, easements and other matters of
the
public record as of the date of recording acceptable to mortgage lending
institutions generally and specifically referred to in the lender's title
insurance policy delivered to the originator of the Mortgage Loan and (i)
referred to or otherwise considered in the appraisal made for the originator
of
the Mortgage Loan and (ii) which do not adversely affect the Appraised Value
of
the Mortgaged Property set forth in such appraisal; and
(3) other
matters to which like properties are commonly subject which do not materially
interfere with the benefits of the security intended to be provided by the
mortgage or the use, enjoyment, value or marketability of the related Mortgaged
Property.
Any
security agreement, chattel mortgage or equivalent document related to and
delivered in connection with the Mortgage Loan establishes and creates a
valid,
subsisting and enforceable first lien and first priority security interest
on
the property described therein and the Seller has full right to sell and
assign
the same to the Purchaser.
With
respect to each Cooperative Loan, each Pledge Agreement creates a valid,
enforceable and subsisting first security interest in the Cooperative Shares
and
Proprietary Lease, subject only to (i) the lien of the related Cooperative
for
unpaid assessments representing the Mortgagor’s pro rata share of the
Cooperative’s payments for its blanket mortgage, current and future real
property taxes, insurance premiums, maintenance fees and other assessments
to
which like collateral is commonly subject and (ii) other matters to which
like
collateral is commonly subject which do not materially interfere with the
benefits of the security intended to be provided by the Pledge Agreement;
provided, however, that the appurtenant Proprietary Lease may be subordinated
or
otherwise subject to the lien of any mortgage on the Project;
(xii)
Full
Disbursement of Proceeds.
The
proceeds of the Mortgage Loan have been fully disbursed, except for escrows
established or created due to seasonal weather conditions, and there is no
requirement for future advances thereunder. All costs, fees and expenses
incurred in making or closing the Mortgage Loan and the recording of the
Mortgage were paid, and the Mortgagor is not entitled to any refund of any
amounts paid or due under the Mortgage Note or Mortgage;
(xiii)
Consolidation
of Future Advances.
Any
future advances made prior to the related Cut-off Date, have been consolidated
with the outstanding principal amount secured by the Mortgage, and the secured
principal amount, as consolidated, bears a single interest rate and single
repayment term reflected on the related Mortgage Loan Schedule. The lien
of the
Mortgage securing the consolidated principal amount is expressly insured
as
having first lien priority (or
second lien priority for each Mortgage Loan identified on the such Mortgage
Loan
Schedule as being a Second Lien Mortgage Loan) by a title insurance
policy, an endorsement to the policy insuring the mortgagee’s consolidated
interest or by other title evidence acceptable to Xxxxxx Mae or Xxxxxxx Mac;
the
consolidated principal amount does not exceed the original principal amount
of
the Mortgage Loan; the Seller shall not make future advances after the related
Cut-off Date;
(xiv)
Ownership.
The
Seller is the sole owner of record and holder of the Mortgage Loans and the
related Mortgage Note and the Mortgage are not assigned or pledged, and the
Seller has good and marketable title thereto and has full right and authority
to
transfer and sell the Mortgage Loan to the Purchaser. The Seller is transferring
the Mortgage Loan free and clear of any and all encumbrances, liens, pledges,
equities, participation interests, claims, charges or security interests
of any
nature encumbering such Mortgage Loan;
(xv)
Origination/Doing
Business.
The
Mortgage Loan was originated by a savings and loan association, a savings
bank,
a commercial bank, a credit union, an insurance company, or similar institution
that is supervised and examined by a federal or state authority or by a
mortgagee approved by the Secretary of Housing and Urban Development pursuant
to
Sections 203 and 211 of the National Housing Act. All parties which have
had any
interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or
otherwise, are (or, during the period in which they held and disposed of
such
interest, were) (1) in compliance with any and all applicable licensing
requirements of the laws of the state wherein the Mortgaged Property is located,
and (2) organized under the laws of such state, or (3) qualified to do business
in such state, or (4) federal savings and loan associations or national banks
having principal offices in such state, or (5) not doing business in such
state;
(xvi)
LTV,
PMI Policy.
Each
Mortgage Loan has an LTV as specified on the related Mortgage Loan Schedule.
Except as
indicated on the Mortgage Loan Schedule and on the Data File, if the LTV
of the Mortgage Loan was greater than 80% at the time of origination, a portion
of the unpaid principal balance of the Mortgage Loan is and will be insured
as
to payment defaults by a PMI Policy. If the Mortgage Loan is insured by a
PMI
Policy for which the Mortgagor pays all premiums, the coverage will remain
in
place until (i) the LTV decreases to 78% or (ii) the PMI Policy is otherwise
terminated pursuant to the Homeowners Protection Act of 1998, 12 USC §4901, et
seq. All provisions of such PMI Policy or LPMI Policy have been and are being
complied with, such policy is in full force and effect, and all premiums
due
thereunder have been paid. The Qualified Insurer has a claims paying ability
acceptable to Xxxxxx Mae or Xxxxxxx Mac. Any Mortgage Loan subject to a PMI
Policy or LPMI Policy obligates the Mortgagor or the Seller to maintain the
PMI
Policy or LPMI Policy and to pay all premiums and charges in connection
therewith. The Mortgage Interest Rate for the Mortgage Loan as set forth
on the
related Mortgage Loan Schedule is net of any such insurance premium;
(xvii)
Title
Insurance.
The
Mortgage Loan is covered by an ALTA lender's title insurance policy (or in
the
case of any Mortgage Loan secured by a Mortgaged Property located in a
jurisdiction where such policies are generally not available, an opinion
of
counsel of the type customarily rendered in such jurisdiction in lieu of
title
insurance) or other generally acceptable form of policy of insurance acceptable
to Xxxxxx Xxx or Xxxxxxx Mac, issued by a title insurer acceptable to Xxxxxx
Mae
or Xxxxxxx Mac and qualified to do business in the jurisdiction where the
Mortgaged Property is located, insuring the Seller, its successors and assigns,
as to the first priority lien (or second priority if such Mortgage Loan is
a
Second Lien Mortgage Loan) of the Mortgage in the original principal amount
of the Mortgage Loan, subject only to the exceptions contained in clauses
(1),
(2) and (3) of subsection (xi) of this Section 6(b) with
respect to each First Lien Mortgage Loan and subject only to the exceptions
contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect
to
each Second Lien Mortgage Loan, and against any loss by reason of the
invalidity or unenforceability of the lien resulting from the provisions
of the
Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly
Payment. Additionally, such lender’s title insurance policy includes no
exceptions regarding ingress, egress or encroachments that impact the value
or
the marketability of the Mortgaged Property. The Seller is the sole insured
of
such lender's title insurance policy, and such lender's title insurance policy
is in full force and effect and will be in force and effect upon the
consummation of the transactions contemplated by this Agreement. No claims
have
been made under such lender's title insurance policy, and no prior holder
of the
Mortgage, including the Seller, has done, by act or omission, anything which
would impair the coverage of such lender's title insurance policy;
(xviii) No
Defaults.
There
is
no default, breach, violation or event of acceleration existing under the
Mortgage or the Mortgage Note and no event which, with the passage of time
or
with notice and the expiration of any grace or cure period, would constitute
a
default, breach, violation or event of acceleration, and neither the Seller
nor
its predecessors have waived any default, breach, violation or event of
acceleration;
(xix)
No
Mechanics' Liens.
There
are
no mechanics' or similar liens or claims which have been filed for work,
labor
or material (and no rights are outstanding that under the law could give
rise to
such liens) affecting the related Mortgaged Property which are or may be
liens
prior to, or equal or coordinate with, the lien of the related Mortgage which
are not insured against by the title insurance policy referenced in Paragraph
(xvii) above;
(xx)
Location
of Improvements; No Encroachments.
Except
as
insured against by the title insurance policy referenced in subsection (xvii)
above, all improvements which were considered in determining the Appraised
Value
of the Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property and no improvements on adjoining
properties encroach upon the Mortgaged Property. No improvement located on
or
being part of the Mortgaged Property is in violation of any applicable zoning
law or regulation;
(xxi)
Payment
Terms.
Except
with respect to the Interest Only Mortgage Loans, principal payments commenced
no more than 60 days after the funds were disbursed to the Mortgagor in
connection with the Mortgage Loan. The Mortgage Loans have an original term
to
maturity of not more than 30 years (except with respect to certain Balloon
Loans
or Interest Only Mortgage Loans), with interest payable in arrears on the
first
day of each month. As to each adjustable rate Mortgage Loan on each applicable
Adjustment Date, the Mortgage Interest Rate will be adjusted to equal the
sum of
the Index plus the applicable Gross Margin, rounded up or down to the nearest
multiple of 0.125% indicated by the Mortgage Note; provided that the Mortgage
Interest Rate will not increase or decrease by more than the Periodic Interest
Rate Cap on any Adjustment Date, and will in no event exceed the maximum
Mortgage Interest Rate or be lower than the minimum Mortgage Interest Rate
listed on the related Mortgage Note for such Mortgage Loan. As to each
adjustable rate Mortgage Loan that is not an Interest Only Mortgage Loan,
each
Mortgage Note requires a monthly payment which is sufficient, during the
period
prior to the first adjustment to the Mortgage Interest Rate, to fully amortize
the outstanding principal balance as of the first day of such period over
the
then remaining term of such Mortgage Note and to pay interest at the related
Mortgage Interest Rate. As to each adjustable rate Mortgage Loan, if the
related
Mortgage Interest Rate changes on an Adjustment Date or, with respect to
an
Interest Only Mortgage Loan, on an Adjustment Date following the related
interest only period, the then outstanding principal balance will be reamortized
over the remaining life of such Mortgage Loan. No Mortgage Loan contains
terms
or provisions which would result in negative amortization. With
respect to each Balloon Loan, the Mortgage Loan is payable in equal monthly
installments of principal and interest based on a fifteen (15), thirty (30)
or
forty (40) year amortization schedule, as set forth in the related Mortgage
Note, and a final lump sum payment substantially greater than the preceding
Monthly Payment is required which is sufficient to amortize the remaining
principal balance of the Balloon Loan. No Balloon Loan has an original stated
maturity of less than seven (7) years.
(xxii) Customary
Provisions.
The
Mortgage and related Mortgage Note contain customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (1) in the case of a Mortgage designated as
a deed
of trust, by trustee's sale, and (2) otherwise by judicial foreclosure. There
is
no homestead or other exemption available to a Mortgagor which would interfere
with the right to sell the Mortgaged Property at a trustee's sale or the
right
to foreclose the Mortgage;
(xxiii)
Occupancy
of the Mortgaged Property.
As
of the
date of origination, the Mortgaged Property was in good repair and was lawfully
occupied under applicable law;
(xxiv)
No
Additional Collateral.
Except
in
the case of a Pledged Asset Mortgage Loan and as indicated on the related
Data
File, the Mortgage Note is not and has not been secured by any collateral,
pledged account or other security except the lien of the corresponding Mortgage
and the security interest of any applicable security agreement or chattel
mortgage referred to in subsection (xi) above;
(xxv) Deeds
of Trust.
In
the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve as such, has been properly designated and currently
so
serves and is named in the Mortgage, and no fees or expenses are or will
become
payable by the Mortgagee to the trustee under the deed of trust, except in
connection with a trustee's sale after default by the Mortgagor;
(xxvi)
Acceptable
Investment.
The
Seller has no knowledge of any circumstances or conditions with respect to
the
Mortgage Loan, the Mortgaged Property, the Mortgagor or the Mortgagor's credit
standing that can reasonably be expected to cause private institutional
investors to regard the Mortgage Loan as an unacceptable investment, cause
the
Mortgage Loan to become delinquent, or adversely affect the value or
marketability of the Mortgage Loan;
(xxvii)
Transfer
of Mortgage Loans.
If
the
Mortgage Loan is not a MERS Mortgage Loan, the Assignment of Mortgage, upon
the
insertion of the name of the assignee and recording information, is in
recordable form and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located;
(xxviii)
Mortgaged
Property Undamaged.
The
Mortgaged Property is undamaged by waste, fire, earthquake or earth movement,
windstorm, flood, tornado or other casualty so as to affect adversely the
value
of the Mortgaged Property as security for the Mortgage Loan or the use for
which
the premises were intended;
(xxix) Collection
Practices; Escrow Deposits.
The
origination, servicing and collection practices used with respect to the
Mortgage Loan have been in accordance with Accepted Servicing Practices,
and
have been in all material respects legal and proper. With respect to escrow
deposits and Escrow Payments, all such payments are in the possession of
the
Seller and there exist no deficiencies in connection therewith for which
customary arrangements for repayment thereof have not been made. All Escrow
Payments have been collected in full compliance with state and federal law.
No
escrow deposits or Escrow Payments or other charges or payments due the Seller
have been capitalized under the Mortgage Note;
(xxx)
No
Condemnation.
There
is
no proceeding pending or to the best of the Seller’s knowledge threatened for
the total or partial condemnation of the related Mortgaged
Property;
(xxxi)
The
Appraisal.
The
Servicing File include an appraisal, with the exception of any Time$aver®
Mortgage Loan (which at the original origination were on form 1004 or form
2055
with interior inspections), of the related Mortgaged Property. The appraisal
was
conducted by an appraiser who had no interest, direct or indirect, in the
Mortgaged Property or in any loan made on the security thereof; and whose
compensation is not affected by the approval or disapproval of the Mortgage
Loan, and the appraisal and the appraiser both satisfy the applicable
requirements of Title XI of the Financial Institution Reform, Recovery, and
Enforcement Act of 1989 and the regulations promulgated thereunder, all as
in
effect on the date the Mortgage Loan was originated;
(xxxii)
Insurance.
The
Mortgaged
Property securing each Mortgage Loan is insured by an insurer acceptable
to
Xxxxxx Xxx or Xxxxxxx Mac against loss by fire and such hazards as are covered
under a standard extended coverage endorsement and such other hazards as
are
customary in the area where the Mortgaged Property is located pursuant to
insurance policies conforming to the requirements of Section 4.10 of the
Servicing Agreement, in an amount which is at least equal to the lesser of
(a)
100% of the insurable value, on a replacement cost basis, of the improvements
on
the related Mortgaged Property, or (b) the greater of (i) either (1) the
outstanding principal balance of the Mortgage Loan with respect to each First
Lien Mortgage Loan or (2) with respect to each Second Lien Mortgage Loan,
the
sum of the outstanding principal balance of the First Lien on such Mortgage
Loan
and the outstanding principal balance of such Second Lien Mortgage Loan,
or (ii)
an amount such that the proceeds of such insurance shall be sufficient to
avoid
the application to the Mortgagor or loss payee of any coinsurance clause
under
the policy. If the Mortgaged Property is a condominium unit, it is included
under the coverage afforded by a blanket policy for the project. If the
improvements on the Mortgaged Property are in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special flood
hazards, a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration is in effect with a generally
acceptable insurance carrier, in an amount representing coverage not less
than
the least of (a) the outstanding principal balance of the Mortgage Loan with
respect to each First Lien Mortgage Loan or with respect to each Second Lien
Mortgage Loan, the sum of the outstanding principal balance of the First
Lien on
such Mortgage Loan and the outstanding principal balance of such Second Lien
Mortgage Loan, (b) the full insurable value or (c) the maximum amount of
insurance which was available under the Flood Disaster Protection Act of
1973,
as amended. All individual insurance policies contain a standard mortgagee
clause naming the Seller and its successors and assigns as mortgagee, and
all
premiums thereon have been paid. The Mortgage obligates the Mortgagor thereunder
to maintain a hazard insurance policy at the Mortgagor's cost and expense,
and
on the Mortgagor's failure to do so, authorizes the holder of the Mortgage
to
obtain and maintain such insurance at such Mortgagor's cost and expense,
and to
seek reimbursement therefor from the Mortgagor. The hazard insurance policy
is
the valid and binding obligation of the insurer, is in full force and effect,
and will be in full force and effect and inure to the benefit of the Purchaser
upon the consummation of the transactions contemplated by this Agreement.
The
Seller has not acted or failed to act so as to impair the coverage of any
such
insurance policy or the validity, binding effect and enforceability
thereof;;
(xxxiii)
Servicemembers
Civil Relief Act.
The
Mortgagor has not notified the Seller, and the Seller has no knowledge of
any
relief requested or allowed to the Mortgagor under the Servicemembers Civil
Relief Act, as amended;
(xxxiv)
No Graduated
Payments or Contingent Interest.
The
Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan
does not have a shared appreciation or other contingent interest
feature;
(xxxv)
No
Construction Loans.
No
Mortgage Loan was made in connection with (1) the construction or rehabilitation
of a Mortgage Property or (2) facilitating the trade-in or exchange of a
Mortgaged Property other than a construction-to-permanent loan which has
converted to a permanent Mortgage Loan;
(xxxvi)
Underwriting.
(a)
Each
Seller Mortgage Loan was underwritten in accordance with the Underwriting
Guidelines;
(b)
Each
Third-Party Mortgage Loan was underwritten in accordance with the Third-Party
Underwriting Guidelines;;
(c)
Each
Exception Mortgage Loan was underwritten in accordance with the Underwriting
Guidelines, subject to the exceptions specified on the related Assignment
and
Conveyance Agreement; and
(d)
Each Mortgage Note and Mortgage are on forms acceptable to Xxxxxxx Mac or
Xxxxxx Xxx;
(xxxvii)
Buydown
Mortgage Loans.
With
respect to each Mortgage Loan that is a Buydown Mortgage Loan:
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(1)
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On
or before the date of origination of such Mortgage Loan, the Seller
and
the Mortgagor, or the Seller, the Mortgagor and the seller of the
Mortgaged Property or a third party entered into a Buydown Agreement.
The
Buydown Agreement provides that the seller of the Mortgaged Property
(or
third party) shall deliver to the Seller temporary Buydown Funds
in an
amount equal to the aggregate undiscounted amount of payments that,
when
added to the amount the Mortgagor on such Mortgage Loan is obligated
to
pay on each Due Date in accordance with the terms of the Buydown
Agreement, is equal to the full scheduled Monthly Payment due on
such
Mortgage Loan. The temporary Buydown Funds enable the Mortgagor
to qualify
for the Buydown Mortgage Loan. The effective interest rate of a
Buydown
Mortgage Loan if less than the interest rate set forth in the related
Mortgage Note will increase within the Buydown Period as provided
in the
related Buydown Agreement so that the effective interest rate will
be
equal to the interest rate as set forth in the related Mortgage
Note. The
Buydown Mortgage Loan satisfies the requirements of the Underwriting
Guidelines;
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(2)
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The
Mortgage and Mortgage Note reflect the permanent payment terms
rather than
the payment terms of the Buydown Agreement. The Buydown Agreement
provides
for the payment by the Mortgagor of the full amount of the Monthly
Payment
on any Due Date that the Buydown Funds are available. The Buydown
Funds
were not used to reduce the original principal balance of the Mortgage
Loan or to increase the Appraised Value of the Mortgage Property
when
calculating the Loan-to-Value Ratios for purposes of the Agreement
and, if
the Buydown Funds were provided by the Seller and if required under
Underwriting Guidelines, the terms of the Buydown Agreement were
disclosed
to the appraiser of the Mortgaged
Property;
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(3)
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The
Buydown Funds may not be refunded to the Mortgagor unless the Mortgagor
makes a principal payment for the outstanding balance of the Mortgage
Loan; and
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(4)
|
As
of the date of origination of the Mortgage Loan, the provisions
of the
related Buydown Agreement complied with the Underwriting Guidelines
(other
than the exceptions identified for Exception Mortgage Loans
on the related
Assignment and Conveyance Agreement) or the Third-Party Underwriting
Guidelines, as applicable regarding buydown
agreements;
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(xxxviii) Cooperative
Loans.
With
respect to each Cooperative Loan:
|
(1)
|
The
Cooperative Shares are held by a person as a tenant-stockholder
in a
Cooperative. Each original UCC financing statement, continuation
statement
or other governmental filing or recordation necessary to create
or
preserve the perfection and priority of the first lien and security
interest in the Cooperative Loan and Proprietary Lease has been
timely and
properly made. Any security agreement, chattel mortgage or equivalent
document related to the Cooperative Loan and delivered to Purchaser
or its
designee establishes in Purchaser a valid and subsisting perfected
first
lien on and security interest in the Mortgaged Property described
therein,
and Purchaser has full right to sell and assign the
same;
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(2)
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A
Cooperative Lien Search has been made by a company competent to
make the
same which company is acceptable to Xxxxxx Mae or Xxxxxxx Mac and
qualified to do business in the jurisdiction where the Cooperative
is
located;
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(3)
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(i)
The term of the related Proprietary Lease is not less than the
terms of
the Cooperative Loan; (ii) there is no provision in any Proprietary
Lease
which requires the Mortgagor to offer for sale the Cooperative
Shares
owned by such Mortgagor first to the Cooperative; (iii) there is
no
prohibition in any Proprietary Lease against pledging the Cooperative
Shares or assigning the Proprietary Lease; (iv) the Cooperative
has been
created and exists in full compliance with the requirements for
residential cooperatives in the jurisdiction in which the Project
is
located and qualifies as a cooperative housing corporation under
Section
210 of the Code; (v) the Recognition Agreement is on a form published
by
Aztech Document Services, Inc. or includes similar provisions;
and (vi)
the Cooperative has good and marketable title to the Project, and
owns the
Project either in fee simple; such title is free and clear of any
adverse
liens or encumbrances, except the lien of any blanket
mortgage;
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(4)
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The
Seller has the right under the terms of the Mortgage Note, Pledge
Agreement and Recognition Agreement to pay any maintenance charges
or
assessments owed by the Mortgagor;
and
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(5)
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Each
Stock Power (i) has all signatures guaranteed or (ii) if all
signatures
are not guaranteed, then such Cooperative Shares will be transferred
by
the stock transfer agent of the Cooperative if the Seller undertakes
to
convert the ownership of the collateral securing the related
Cooperative
Loan.;
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(xxxix)
HOEPA.
No
Mortgage Loan is a Covered Loan or a High Cost Loan (in the case of state
or
local law, as determined without giving effect to any available federal
preemption, other than any exemptions specifically provided for in the relevant
state or local law);
(xl)
Anti-Money
Laundering Laws.
The
Seller has complied with all applicable anti-money laundering laws and
regulations, (the "Anti-Money Laundering Laws"), and has established an
anti-money laundering compliance program as required by the Anti-Money
Laundering Laws;
(xli)
Bankruptcy.
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No
Mortgagor was a debtor in any state or federal bankruptcy or insolvency
proceeding as of the date the Mortgage Loan was closed and the
proceeds of
the Mortgage Loan were distributed;
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(xlii) Due
on
Sale.
The
Mortgage or Mortgage Note contains an enforceable provision, to the extent
not
prohibited by federal law, for the acceleration of the payment of the unpaid
principal balance of the Mortgage Loan in the event that the Mortgaged Property
is sold or transferred without the prior written consent of the Mortgagee
thereunder, provided that, with respect to Mortgage Notes which bear an
adjustable rate of interest, such provision shall not be enforceable if the
Mortgagor causes to be submitted to the Seller to evaluate the intended
transferee as if a new Mortgage Loan were being made to such transferee,
and the
Seller reasonably determines that the security will not be impaired by such
Mortgage Loan assumption and that the risk of breach of any covenant or
agreement in such Mortgage is acceptable to the Purchaser;
(xliii)
Credit
Reporting.
With
respect to each Mortgage Loan, the Seller has furnished complete information
on
the related borrower credit files to Equifax, Experian and Trans Union Credit
Information Seller, in accordance with the Fair Credit Reporting Act and
its
implementing regulations;
(xliv)
Delivery
of Custodial Mortgage Files.
The
Mortgage
Loan Documents contained in the Custodial Mortgage File required to be delivered
by the Seller have been delivered to the Custodian. The Seller is in possession
of a complete, true and accurate Retained Mortgage File, except for such
documents where the originals of which have been sent for
recordation;
(xlv)
Single
Premium Credit Life Insurance.
No
Mortgagor has been offered or required to purchase single premium credit
insurance in connection with the origination of the Mortgage Loan;
(xlvi)
Payment
in Full.
The
Seller had no knowledge, at the time of origination of the Mortgage Loan,
of any
fact that should have led it to expect that such Mortgage Loan would not
be paid
in full when due;
(xlvii)
MERS
Mortgage Loans.
With
respect to each MERS Mortgage Loan, a MIN has been assigned to the Mortgage
Loan, the MIN appears on the Mortgage or related Assignment of Mortgage to
MERS,
the Mortgage or the related Assignment of Mortgage to MERS has been duly
and
properly recorded on MERS, and the transfer to the Purchaser has been properly
reflected in the MERS System pursuant to the Purchaser’s registration
instructions;
(xlviii) Leasehold
Estates.
With
respect to each Mortgage Loan secured in whole or in part by the interest
of the
Mortgagor as a lessee under a ground lease of the related Mortgaged Property
(a
“Ground Lease”) and not be a fee interest in such Mortgaged
Property:
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(i)
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The
Mortgagor is the owner of a valid and subsisting interest as
tenant under
the Ground Lease;
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(ii)
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The
Ground Lease is in full force and effect, unmodified and not
supplement by
any writing;
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(iii)
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The
Mortgagor is not in default under any provision of the lease;
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(iv)
|
The
lessor under the Ground Lease is not in default under any of
the terms or
provisions thereof on the part of the lessor to be observed or
performed;
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(v)
|
The
term of the Ground Lease exceeds the maturity date of the related
Mortgage
Loan by at least five (5) years;
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(vi)
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The
Mortgagee under the Mortgage Loan is given at least sixty (60)
days’
notice of any default and an opportunity to cure any defaults
under the
Ground Lease or to take over the Mortgagor’s rights under the Ground
Lease;
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(vii)
|
The
Ground Lease does not contain any default provisions that could
result in
forfeiture or termination of the Ground Lease except for non-payment
of
the Ground Lease or a court order.
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(viii)
|
The
Ground Lease provides that the leasehold can be transferred,
mortgaged and
sublet an unlimited number of times either without restriction
or on
payment of a reasonable fee and delivery of reasonable documentation
to
the lessor;
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(ix)
|
The
Ground Lease or a memorandum thereof has been recorded and by
its terms
permits the leasehold estate to be mortgaged;
and
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(x) The
execution, delivery and performance of the Mortgage do not require consent
(other than those consents which have been obtained and are in full force
and
effect) under, and will not contravene any provision of or cause a default
under, the Ground Lease.
o Mortgage Loan is leasehold Mortgage
Loan;
and(xlix)
Mixed-Use
Property.
No
Mortgaged Property shall be used solely for commercial purposes. With respect
to
any Mortgaged Property that is a mixed-use property (i) the Mortgaged Property
is a single family dwelling, (ii) any commercial use of the Mortgaged Property
represents a legal, permissible use of the Mortgaged Property under federal,
state and local laws and ordinances; (iii) the Mortgagor is both the owner
and
the operator of the business conducted on the Mortgaged Property; and (iv)
income from the business use of the Mortgaged Property was not taken into
account in determining the Appraised Value of the Mortgaged Property. The
Mortgaged Property with respect to each mixed-use property is in material
compliance with all applicable environmental laws pertaining to environmental
hazards and neither the Company nor, to the Company’s knowledge, the related
Mortgagor, has received any notice of any violation or potential violation
of
such law.
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(xlx) Prepayment
Charge Enforceability.
|
The
Mortgage Loan Documents with respect to each Mortgage Loan subject to Prepayment
Charge specifically authorizes such Prepayment Charge to be collected, such
Prepayment Charge is permissible and enforceable in accordance with the terms
of
the related Mortgage Loan Documents and all federal, state and local laws
applicable to the Mortgage Loans (except to the extent that the enforceability
thereof may be limited by bankruptcy, insolvency, moratorium, receivership
and
other similar laws relating to creditors’ rights generally or the collectability
thereof may be limited due to acceleration in connection with a foreclosure);
and
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(xlxi) Prepayment
Charge Amount and Duration.
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Each
such
Prepayment Charge is in an amount equal to the maximum amount permitted under
applicable law and no Mortgage Loan originated on or after October 1, 2002
provides for the payment of a Prepayment Penalty beyond the three-year term
following the origination of the Mortgage Loan. No Mortgage Loan
originated prior to such date provides for the payment of a Prepayment Penalty
beyond the five-year term following the origination of the Mortgage Loan.
|
(xlxii) Valid
Second Lien.
|
With
respect to any Second Lien Mortgage Loan, such Mortgage is a valid, subsisting
and enforceable Second Lien on the Mortgaged Property, including all buildings
on the Mortgaged Property and all installations and mechanical, electrical,
plumbing, heating and air conditioning systems located in or annexed to such
buildings, and all additions, alterations and replacements made at any time
with
respect to the foregoing. The lien of such Mortgage is subject only
to:
|
(i)
|
the
lien of current real property taxes and assessments not yet due
and
payable;
|
|
(ii)
|
First
Lien Mortgage Loan acceptable in accordance with the Underwriting
Guidelines;
|
|
(iii)
|
covenants,
conditions and restrictions, rights of way, easements and other
matters of
the public record as of the date of recording acceptable to mortgage
lending institutions in accordance with Accepted Servicing Practices
and
(i) referred to or otherwise considered in the appraisal and (ii)
which do
not adversely affect the Appraised Value;
and
|
|
(iv)
|
other
matters to which like properties are commonly subject which do
not
materially interfere with the benefits of the security intended
to be
provided by the mortgage or the use, enjoyment, value or marketability
of
the related Mortgaged Property.
|
Any
security agreement, chattel mortgage or equivalent document related to and
delivered in connection with such Mortgage Loan establishes and creates a
valid,
subsisting, and enforceable Second Lien and second lien security interest
on the
property described therein and the Company has full right to sell and assign
the
same to the Purchaser. With respect to each Second Lien Mortgage Loan: (a)
the
First Lien is in full force and effect, (b) there is no default, breach,
violation or event of acceleration existing under such First Lien Mortgage
or
the related Mortgage Note, (c) either no consent for the Second Lien Mortgage
Loan is required by the holder of the First Lien or such consent has been
obtained and is contained in the Mortgage Loan Documents, (d) no event which,
with the passage of time or with notice and the expiration of any grace or
cure
period, would constitute a default, breach, violation or event or acceleration
under the related First Lien Mortgage Loan and (e) either (A) the First Lien
Mortgage Loan allows or (B) applicable law requires, the mortgagee under
the
Second Lien Mortgage Loan to receive notice of, and affords such mortgagee
an
opportunity to cure any default by payment in full or otherwise under the
First
Lien Mortgage Loan;
(xlxiii) Manufactured
Housing.
No
Mortgage Loan is secured by manufactured housing.
(xlxiv) New
Jersey Purchase Money Second Lien Mortgage Loans.
With
respect to any purchase money Second Lien Mortgage Loans subject to the
New
Jersey Home Ownership Security Act of 2002 (P.L. 2003, c.46:10B-27), one
hundred
percent of the amount financed was used for the purchase of the related
Mortgaged Property.
EXHIBIT
E
REQUEST
FOR RELEASE
TO: [applicable
Custodian]
|
Re:
|
Pooling
and Servicing Agreement dated as of January 1, 2007, among Citigroup
Mortgage Loan Trust Inc., as depositor, CitiMortgage, Inc. as master
servicer and trust administrator, Citibank, N.A. as paying agent,
certificate registrar and authenticating agent and U.S. Bank National
Association as Trustee
|
In
connection with the administration of the Mortgage Loans held by you as
Custodian for the Owner pursuant to the above-captioned Pooling and Servicing
Agreement and the applicable Custodian Agreement, we request the release, and
hereby acknowledge receipt, of the Trustee's Mortgage File for the Mortgage
Loan
described below, for the reason indicated.
Mortgage
Loan Number:
Mortgagor
Name, Address & Zip Code:
Reason
for Requesting Documents (check one):
______________ 1. Mortgage
Paid in Full
______________ 2. Foreclosure
______________ 3. Substitution
______________ 4. Other
Liquidation (Repurchases, etc.)
______________ 5. Nonliquidation
Reason:______________________________________________
Address
to which Trustee should
Deliver
the Custodian's Mortgage File:
[____________]
[____________]
|
By: ______________________________
(authorized
signer)
|
|
|
Issuer:______________________________
|
|
|
Address:
|
_____________________________________
|
|
Date:
_________________________________
Custodian
|
_____________________________________
|
Please
acknowledge the execution of the above request by your signature and date
below:
|
_____________________________________
Signature
|
Date
|
|
Documents
returned to Custodian:
|
|
|
____________________________________
Trustee
|
Date
|
EXHIBIT
F-1
FORM
OF
TRANSFEROR REPRESENTATION LETTER IN CONNECTION WITH
TRANSFER
OF THE PRIVATE CERTIFICATES PURSUANT TO RULE 144A UNDER THE
1933
ACT
[Date]
Citigroup,
N.A.
000
Xxxxxxxxx Xx
Xxx
Xxxx,
XX 00000
ATTENTION:
CMLTI, SERIES 2007-AR1
|
Re:
|
Citigroup
Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series
2007-AR1, Class__ , representing a __% Class Percentage
Interest
|
Ladies
and Gentlemen:
In
connection with the transfer by ________________ (the “Transferor”) to
________________ (the “Transferee”) of the captioned mortgage pass-through
certificates (the “Certificates”), the Transferor hereby certifies as
follows:
Neither
the Transferor nor anyone acting on its behalf has (a) offered, pledged, sold,
disposed of or otherwise transferred any Certificate, any interest in any
Certificate or any other similar security to any person in any manner, (b)
has
solicited any offer to buy or to accept a pledge, disposition or other transfer
of any Certificate, any interest in any Certificate or any other similar
security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate
or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner,
(e)
has taken any other action, that (in the case of each of subclauses (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933, as amended (the “1933 Act”), or would render the
disposition of any Certificate a violation of Section 5 of the 1933 Act or
any
state securities law or would require registration or qualification pursuant
thereto. The Transferor will not act, nor has it authorized or will it authorize
any person to act, in any manner set forth in the foregoing sentence with
respect to any Certificate. The Transferor will not sell or otherwise transfer
any of the Certificates, except in compliance with the provisions of that
certain Pooling and Servicing Agreement, dated as of January 1, 2007, among
Citigroup Mortgage Loan Trust Inc. as depositor, CitiMortgage, Inc. as trust
administrator and master servicer, CitiBank, N.A. as paying agent, certificate
registrar and authenticating agent and U.S. Bank National Association as Trustee
(the “Pooling and Servicing Agreement”), pursuant to which Pooling and Servicing
Agreement the Certificates were issued.
Capitalized
terms used but not defined herein shall have the meanings assigned thereto
in
the Pooling and Servicing Agreement.
|
Very
truly yours,
[Transferor]
By:_____________________________________
Name:
Title:
|
FORM
OF
TRANSFEREE REPRESENTATION LETTER IN CONNECTION WITH
TRANSFER
OF THE PRIVATE CERTIFICATES PURSUANT TO RULE 144A UNDER THE
1933
ACT
[Date]
Citigroup,
N.A.
000
Xxxxxxxxx Xx
Xxx
Xxxx,
XX 00000
ATTENTION:
CMLTI, SERIES 2007-AR1
|
Re:
|
Citigroup
Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series
2007-AR1, Class ___, representing a ___% Percentage
Interest
|
Ladies
and Gentlemen:
In
connection with the purchase from ______________________ (the “Transferor”) on
the date hereof of the captioned trust certificates (the “Certificates”),
_______________ (the “Transferee”) hereby certifies as follows:
1. The
Transferee is a “qualified institutional buyer” as that term is defined in Rule
144A (“Rule 144A”) under the Securities Act of 1933 (the “1933 Act”) and has
completed either of the forms of certification to that effect attached hereto
as
Annex 1 or Annex 2. The Transferee is aware that the sale to it is being made
in
reliance on Rule 144A. The Transferee is acquiring the Certificates for its
own
account or for the account of a qualified institutional buyer, and understands
that such Certificate may be resold, pledged or transferred only (i) to a person
reasonably believed to be a qualified institutional buyer that purchases for
its
own account or for the account of a qualified institutional buyer to whom notice
is given that the resale, pledge or transfer is being made in reliance on Rule
144A, or (ii) pursuant to another exemption from registration under the 1933
Act.
2. The
Transferee has been furnished with all information regarding (a) the
Certificates and distributions thereon, (b) the nature, performance and
servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement
referred to below, and (d) any credit enhancement mechanism associated with
the
Certificates, that it has requested.
All
capitalized terms used but not otherwise defined herein have the respective
meanings assigned thereto in the Pooling and Servicing Agreement, dated as
of
January 1, 2007, among Citigroup Mortgage Loan Trust Inc. as depositor,
CitiMortgage, Inc. as master servicer and trust administrator, Citibank, N.A.
as
paying agent, certificate registrar and authenticating agent and U.S. Bank
National Association as Trustee, pursuant to which the Certificates were
issued.
|
[TRANSFEREE]
By:
______________________________
Name:
Title:
|
ANNEX
1 TO EXHIBIT F
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For
Transferees Other Than Registered Investment Companies]
The
undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and U.S. Bank National Association, as Trustee, with
respect to the mortgage pass-through certificates
(the
“Certificates”) described in the Transferee Certificate to which this
certification relates and to which this certification is an Annex:
|
1.
|
As
indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the
entity
purchasing the Certificates (the “Transferee”).
|
|
|
2.
|
In
connection with purchases by the Transferee, the Transferee is a
“qualified institutional buyer” as that term is defined in Rule 144A under
the Securities Act of 1933 (“Rule 144A”) because (i) the Transferee owned
and/or invested on a discretionary basis
$______________________1
in
securities (except for the excluded securities referred to below)
as of
the end of the Transferee's most recent fiscal year (such amount
being
calculated in accordance with Rule 144A) and (ii) the Transferee
satisfies
the criteria in the category marked below.
|
|
|
___
|
CORPORATION,
ETC. The Transferee is a corporation (other than a bank, savings
and loan
association or similar institution), Massachusetts or similar business
trust, partnership, or any organization described in Section 501(c)(3)
of
the Internal Revenue Code of 1986.
|
|
|
___
|
BANK.
The Transferee (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia,
the
business of which is substantially confined to banking and is supervised
by the State or territorial banking commission or similar official
or is a
foreign bank or equivalent institution, and (b) has an audited net
worth
of at least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto.
|
|
|
___
|
SAVINGS
AND LOAN. The Transferee (a) is a savings and loan association, building
and loan association, cooperative bank, homestead association or
similar
institution, which is supervised and examined by a State or Federal
authority having supervision over any such institutions or is a foreign
savings and loan association or equivalent institution and (b) has
an
audited net worth of at least
|
|
1 Transferee
must own and/or invest on a discretionary basis at least $100,000,000 in
securities unless Transferee is a dealer, and, in that case, Transferee must
own
and/or invest on a discretionary basis at least $10,000,000 in securities.
$25,000,000 as demonstrated in its latest annual financial statements, A
COPY OF
WHICH IS ATTACHED HERETO.
|
___
|
BROKER-DEALER.
The Transferee is a dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934.
|
|
|
___
|
INSURANCE
COMPANY. The Transferee is an insurance company whose primary and
predominant business activity is the writing of insurance or the
reinsuring of risks underwritten by insurance companies and which
is
subject to supervision by the insurance commissioner or a similar
official
or agency of a State, territory or the District of
Columbia.
|
|
|
___
|
STATE
OR LOCAL PLAN. The Transferee is a plan established and maintained
by a
State, its political subdivisions, or any agency or instrumentality
of the
State or its political subdivisions, for the benefit of its
employees.
|
|
|
__
|
ERISA
PLAN. The Transferee is an employee benefit plan within the meaning
of
Title I of the Employee Retirement Income Security Act of
1974.
|
|
|
___
|
INVESTMENT
ADVISOR. The Transferee is an investment advisor registered under
the
Investment Advisers Act of 1940.
|
|
|
3.
|
The
term “SECURITIES” as used herein DOES NOT INCLUDE (i) securities of
issuers that are affiliated with the Transferee, (ii) securities
that are
part of an unsold allotment to or subscription by the Transferee,
if the
Transferee is a dealer, (iii) securities issued or guaranteed by
the U.S.
or any instrumentality thereof, (iv) bank deposit notes and certificates
of deposit, (v) loan participations, (vi) repurchase agreements,
(vii)
securities owned but subject to a repurchase agreement and (viii)
currency, interest rate and commodity swaps.
|
|
|
4.
|
For
purposes of determining the aggregate amount of securities owned
and/or
invested on a discretionary basis by the Transferee, the Transferee
used
the cost of such securities to the Transferee and did not include
any of
the securities referred to in the preceding paragraph. Further, in
determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial
statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed
under
the Transferee's direction. However, such securities were not included
if
the Transferee is a majority-owned, consolidated subsidiary of another
enterprise and the Transferee is not itself a reporting company under
the
Securities Exchange Act of 1934.
|
|
|
5.
|
The
Transferee acknowledges that it is familiar with Rule 144A and understands
that the Transferor and other parties related to the Certificates
are
relying and will continue to rely on the statements made herein because
one or more sales to the Transferee may be in reliance on Rule
144A.
|
|
___
Yes
|
___
No
|
Will
the Transferee be purchasing the Certificates only for the Transferee's
own account?
|
|
6.
|
If
the answer to the foregoing question is “no”, the Transferee agrees that,
in connection with any purchase of securities sold to the Transferee
for
the account of a third party (including any separate account) in
reliance
on Rule 144A, the Transferee will only purchase for the account of
a third
party that at the time is a “qualified institutional buyer” within the
meaning of Rule 144A. In addition, the Transferee agrees that the
Transferee will not purchase securities for a third party unless
the
Transferee has obtained a current representation letter from such
third
party or taken other appropriate steps contemplated by Rule 144A
to
conclude that such third party independently meets the definition
of
“qualified institutional buyer” set forth in Rule 144A.
|
|
|
7.
|
The
Transferee will notify each of the parties to which this certification
is
made of any changes in the information and conclusions herein. Until
such
notice is given, the Transferee's purchase of the Certificates will
constitute a reaffirmation of this certification as of the date of
such
purchase. In addition, if the Transferee is a bank or savings and
loan as
provided above, the Transferee agrees that it will furnish to such
parties
updated annual financial statements promptly after they become
available.
|
|
Dated:
|
___________________________________
Print
Name of Transferee
By:
_______________________________
Name:
Title:
|
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For
Transferees That Are Registered Investment Companies]
The
undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and U.S. Bank National Association, as Trustee, with respect to
the mortgage pass- through certificates (the “Certificates”) described in the
Transferee Certificate to which this certification relates and to which this
certification is an Annex:
1. As
indicated below, the undersigned is the President, Chief Financial Officer
or
Senior Vice President of the entity purchasing the Certificates (the
“Transferee”) or, if the Transferee is a “qualified institutional buyer” as that
term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”)
because the Transferee is part of a Family of Investment Companies (as defined
below), is such an officer of the investment adviser (the
“Adviser”).
2. In
connection with purchases by the Transferee, the Transferee is a “qualified
institutional buyer” as defined in Rule 144A because (i) the Transferee is an
investment company registered under the Investment Company Act of 1940, and
(ii)
as marked below, the Transferee alone, or the Transferee's Family of Investment
Companies, owned at least $100,000,000 in securities (other than the excluded
securities referred to below) as of the end of the Transferee's most recent
fiscal year. For purposes of determining the amount of securities owned by
the
Transferee or the Transferee's Family of Investment Companies, the cost of
such
securities was used.
____
The
Transferee owned $___________________ in securities (other than the excluded
securities referred to below) as of the end of the Transferee's most recent
fiscal year (such amount being calculated in accordance with Rule
144A).
____
The
Transferee is part of a Family of Investment Companies which owned in the
aggregate $______________ in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A).
3. The
term
“FAMILY OF INVESTMENT COMPANIES” as used herein means two or more registered
investment companies (or series thereof) that have the same investment adviser
or investment advisers that are affiliated (by virtue of being majority owned
subsidiaries of the same parent or because one investment adviser is a majority
owned subsidiary of the other).
4. The
term
“SECURITIES” as used herein does not include (i) securities of issuers that are
affiliated with the Transferee or are part of the Transferee's Family of
Investment Companies, (ii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
(iv) loan participations, (v) repurchase agreements, (vi) securities owned
but
subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps.
5. The
Transferee is familiar with Rule 144A and understands that the parties to which
this certification is being made are relying and will continue to rely on the
statements made herein because one or more sales to the Transferee will be
in
reliance on Rule 144A. In addition, the Transferee will only purchase for the
Transferee's own account.
6. The
undersigned will notify the parties to which this certification is made of
any
changes in the information and conclusions herein. Until such notice, the
Transferee's purchase of the Certificates will constitute a reaffirmation of
this certification by the undersigned as of the date of such
purchase.
|
Dated:
___________________________________
Print
Name of Transferee or Advisor
By:________________________________
Name:
Title:
IF
AN ADVISER:
___________________________________
Print
Name of Transferee
|
FORM
OF TRANSFEREE REPRESENTATION LETTER
The
undersigned hereby certifies on behalf of the purchaser named below (the
“Purchaser”) as follows:
| 1. |
I
am an executive officer of the Purchaser.
|
| 2. |
The
Purchaser is a “qualified institutional buyer”, as defined in Rule 144A,
(“Rule 144A”) under the Securities Act of 1933, as
amended.
|
| 3. |
As
of the date specified below (which is not earlier than the last day
of the
Purchaser's most recent fiscal year), the amount of “securities”, computed
for purposes of Rule 144A, owned and invested on a discretionary
basis by
the Purchaser was in excess of
$100,000,000.
|
|
Name
of Purchaser
___________________________________
By:________________________________
Name:Title:
Date
of this certificate:
Date
of information provided in paragraph
3
|
EXHIBIT
F-2
FORM
OF
TRANSFER AFFIDAVIT AND AGREEMENT AND FORM OF TRANSFEROR
AFFIDAVIT
IN CONNECTION WITH TRANSFER OF RESIDUAL CERTIFICATES
The
undersigned, being first duly sworn, deposes and says as follows:
1. The
undersigned is an officer of, the proposed Transferee of an Ownership Interest
in a Residual Certificate (the “Certificate”)
issued
pursuant to the Pooling and Servicing Agreement dated as of January 1, 2007
(the
“Agreement”),
among
Citigroup Mortgage Loan Trust Inc., as depositor (the “Depositor”),
CitiMortgage, Inc., as master servicer and trust administrator (the “Master
Servicer”), Citibank, N.A., as paying agent, certificate registrar and
authenticating agent (the “Paying Agent”) and U.S. Bank National Association, as
trustee (the “Trustee”).
Capitalized terms used, but not defined herein or in Exhibit 1 hereto,
shall have the meanings ascribed to such terms in the Agreement. The Transferee
has authorized the undersigned to make this affidavit on behalf of the
Transferee for the benefit of the Depositor and the Trustee.
2. The
Transferee is, as of the date hereof, and will be, as of the date of the
Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership
Interest in the Certificate for its own account. The Transferee has no knowledge
that any such affidavit is false.
3. The
Transferee has been advised of, and understands that (i) a tax will be
imposed on Transfers of the Certificate to Persons that are not Permitted
Transferees; (ii) such tax will be imposed on the transferor, or, if such
Transfer is through an agent (which includes a broker, nominee or middleman)
for
a Person that is not a Permitted Transferee, on the agent; and (iii) the
Person otherwise liable for the tax shall be relieved of liability for the
tax
if the subsequent Transferee furnished to such Person an affidavit that such
subsequent Transferee is a Permitted Transferee and, at the time of Transfer,
such Person does not have actual knowledge that the affidavit is
false.
4. The
Transferee has been advised of, and understands that a tax will be imposed
on a
“pass-through entity” holding the Certificate if at any time during the taxable
year of the pass-through entity a Person that is not a Permitted Transferee
is
the record holder of an interest in such entity. The Transferee understands
that
such tax will not be imposed for any period with respect to which the record
holder furnishes to the pass-through entity an affidavit that such record holder
is a Permitted Transferee and the pass-through entity does not have actual
knowledge that such affidavit is false. (For this purpose, a “pass-through
entity” includes a regulated investment company, a real estate investment trust
or common trust fund, a partnership, trust or estate, and certain cooperatives
and, except as may be provided in Treasury Regulations, persons holding
interests in pass-through entities as a nominee for another
Person.)
5. The
Transferee has reviewed the provisions of Section 5.02(d) of the Agreement
and understands the legal consequences of the acquisition of an Ownership
Interest in the Certificate including, without limitation, the restrictions
on
subsequent Transfers and the provisions regarding voiding the Transfer and
mandatory sales. The Transferee expressly agrees to be bound by and to abide
by
the provisions of Section 5.02(d) of the Agreement and the restrictions
noted on the face of the Certificate. The Transferee understands and agrees
that
any breach of any of the representations included herein shall render the
Transfer to the Transferee contemplated hereby null and void.
6. The
Transferee agrees to require a Transfer Affidavit from any Person to whom the
Transferee attempts to Transfer its Ownership Interest in the Certificate,
and
in connection with any Transfer by a Person for whom the Transferee is acting
as
nominee, trustee or agent, and the Transferee will not Transfer its Ownership
Interest or cause any Ownership Interest to be Transferred to any Person that
the Transferee knows is not a Permitted Transferee. In connection with any
such
Transfer by the Transferee, the Transferee agrees to deliver to the Trustee
a
certificate substantially in the form set forth as Exhibit L to the
Agreement (a “Transferor
Certificate”)
to the
effect that such Transferee has no actual knowledge that the Person to which
the
Transfer is to be made is not a Permitted Transferee.
7. The
Transferee has historically paid its debts as they have come due, intends to
pay
its debts as they come due in the future, and understands that the taxes payable
with respect to the Certificate may exceed the cash flow with respect thereto
in
some or all periods and intends to pay such taxes as they become due. The
Transferee does not have the intention to impede the assessment or collection
of
any tax legally required to be paid with respect to the
Certificate.
8. The
Transferee’s taxpayer identification number is ___________.
9. The
Transferee is a U.S. Person as defined in Code
Section 7701(a)(30).
10. The
Transferee is aware that the Certificate may be a “noneconomic residual
interest” within the meaning of proposed Treasury regulations promulgated
pursuant to the Code and that the transferor of a noneconomic residual interest
will remain liable for any taxes due with respect to the income on such residual
interest, unless no significant purpose of the transfer was to impede the
assessment or collection of tax.
11. The
Transferee will not cause income from the Certificate to be attributable to
a
foreign permanent establishment or fixed base, within the meaning of an
applicable income tax treaty, of the Transferee or any other U.S.
person.
12. Check
one
of the following:
o The
present
value of the anticipated tax liabilities associated with holding the
Certificate, as applicable, does not exceed the sum of:
|
(i)
|
the
present value of any consideration given to the Transferee to acquire
such
Certificate;
|
|
(ii)
|
the
present value of the expected future distributions on such Certificate;
and
|
|
(iii)
|
the
present value of the anticipated tax savings associated with holding
such
Certificate as the related REMIC generates
losses.
|
For
purposes of this calculation, (i) the Transferee is assumed to pay tax at the
highest rate currently specified in Section 11(b) of the Code (but the tax
rate
in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
specified in Section 11(b) of the Code if the Transferee has been subject to
the
alternative minimum tax under Section 55 of the Code in the preceding two years
and will compute its taxable income in the current taxable year using the
alternative minimum tax rate) and (ii) present values are computed using a
discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by
the
Transferee.
o The
transfer
of the Certificate complies with U.S. Treasury Regulations Sections
1.860E-1(c)(5) and (6) and, accordingly,
|
(i)
|
the
Transferee is an “eligible corporation,” as defined in U.S. Treasury
Regulations Section 1.860E-1(c)(6)(i), as to which income from the
Certificate will only be taxed in the United States;
|
|
|
|
|
(ii)
|
at
the time of the transfer, and at the close of the Transferee’s two fiscal
years preceding the year of the transfer, the Transferee had gross
assets
for financial reporting purposes (excluding any obligation of a person
related to the Transferee within the meaning of U.S. Treasury Regulations
Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets
in
excess of $10 million;
|
|
|
|
|
(iii)
|
the
Transferee will transfer the Certificate only to another “eligible
corporation,” as defined in U.S. Treasury Regulations Section
1.860E-1(c)(6)(i), in a transaction that satisfies the requirements
of
Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5)
of
the U.S. Treasury Regulations; and
|
|
|
|
|
(iv)
|
the
Transferee determined the consideration paid to it to acquire the
Certificate based on reasonable market assumptions (including, but
not
limited to, borrowing and investment rates, prepayment and loss
assumptions, expense and reinvestment assumptions, tax rates and
other
factors specific to the Transferee) that it has determined in good
faith.
|
o None
of the
above.
13. The
Transferee is not an employee benefit plan that is subject to Title I of ERISA
or a plan that is subject to Section 4975 of the Code or a plan subject to
any Federal, state or local law that is substantially similar to Title I of
ERISA or Section 4975 of the Code, and the Transferee is not acting on behalf
of
or investing plan assets of such a plan.
IN
WITNESS WHEREOF, the Transferee has caused this instrument to be executed on
its
behalf, pursuant to authority of its Board of Directors, by its duly authorized
officer and its corporate seal to be hereunto affixed, duly attested, this
day
of
,
20 .
|
[NAME
OF TRANSFEREE]
|
||
| |
|
|
| By: | ||
|
Name:
|
||
|
Title:
|
||
|
[Corporate
Seal]
|
|
ATTEST:
|
[Assistant]
Secretary
Personally
appeared before me the above-named __________, known or proved to me to be
the
same person who executed the foregoing instrument and to be the ___________
of
the Transferee, and acknowledged that he executed the same as his free act
and
deed and the free act and deed of the Transferee.
Subscribed
and sworn before me this
day
of
,
20 .
| ____________________________________________________________________________ | ||
|
NOTARY
PUBLIC
|
||
| |
|
My
Commission expires the __ day
of
_________, 20__
|
FORM
OF
TRANSFEROR AFFIDAVIT
|
STATE
OF_____________
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF___________
|
)
|
__________________________,
being duly sworn, deposes, represents and warrants as follows:
1. I
am a
____________________ of ____________________________ (the “Owner”), a
corporation duly organized and existing under the laws of ______________, on
behalf of whom I make this affidavit.
2. The
Owner
is not transferring the Class R Certificates (the “Residual Certificates”) to
impede the assessment or collection of any tax.
3. The
Owner
has no actual knowledge that the Person that is the proposed transferee (the
“Purchaser”) of the Residual Certificates: (i) has insufficient assets to pay
any taxes owed by such proposed transferee as holder of the Residual
Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding
for so long as the Residual Certificates remain outstanding and (iii) is not
a
Permitted Transferee.
4. The
Owner
understands that the Purchaser has delivered to the Trustee a transfer affidavit
and agreement in the form attached to the Pooling and Servicing Agreement as
Exhibit F-2. The Owner does not know or believe that any representation
contained therein is false.
5. At
the
time of transfer, the Owner has conducted a reasonable investigation of the
financial condition of the Purchaser as contemplated by Treasury Regulations
Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Owner
has
determined that the Purchaser has historically paid its debts as they became
due
and has found no significant evidence to indicate that the Purchaser will not
continue to pay its debts as they become due in the future. The Owner
understands that the transfer of a Residual Certificate may not be respected
for
United States income tax purposes (and the Owner may continue to be liable
for
United States income taxes associated therewith) unless the Owner has conducted
such an investigation.
6. Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them
in
the Pooling and Servicing Agreement.
IN
WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
behalf, pursuant to the authority of its Board of Directors, by its [Vice]
President, attested by its [Assistant] Secretary, this ____ day of ___________,
20__.
|
[OWNER]
|
||||||||
|
By:
|
||||||||
|
Name:
|
||||||||
|
Title: [Vice]
President
|
||||||||
ATTEST:
By:______________________________
Name:
Title:
[Assistant]
Secretary
Personally
appeared before me the above-named , known or proved to me to be the same person
who executed the foregoing instrument and to be a [Vice] President of the Owner,
and acknowledged to me that [he/she] executed the same as [his/her] free act
and
deed and the free act and deed of the Owner.
Subscribed
and sworn before me this ____ day of __________, 20___.
| ___________________________________________________________________ | |
|
Notary
Public
|
|
|
County
of __________________
|
|
|
State
of ___________________
|
|
|
My
Commission expires:
|
EXHIBIT
G
FORM
OF
CERTIFICATION WITH RESPECT TO ERISA AND THE CODE
[Date]
Citigroup,
N.A.
000
Xxxxxxxxx Xx
Xxx
Xxxx,
XX 00000
Attention:
CMLTI, Series 2007-AR1
|
Re:
|
Citigroup
Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates,
Series
2007-AR1, Class ___
|
Dear
Sirs:
_______________________
(the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance of Citigroup
Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2007-AR1,
Class [R] (the “Certificates”), issued pursuant to a Pooling and Servicing
Agreement (the “Pooling and Servicing Agreement”) dated as of January 1, 2007,
among Citigroup Mortgage Loan Trust Inc. as depositor (the “Depositor”),
CitiMortgage, Inc. as master servicer (the “Master Servicer”) and trust
administrator, Citibank N.A., as paying agent, certificate registrar and
authenticating agent and U.S. Bank National Association as trustee (the
“Trustee”). Capitalized terms used herein and not otherwise defined shall have
the meanings assigned thereto in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to, and covenants with
the
Depositor, the Trustee and the Master Servicer that:
The
Certificates (i) are not being acquired by, and will not be transferred to,
any
employee benefit plan within the meaning of section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or other
retirement arrangement, including individual retirement accounts and annuities,
Xxxxx plans and bank collective investment funds and insurance company general
or separate accounts in which such plans, accounts or arrangements are invested,
that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue
Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being
acquired with “plan assets” of a Plan within the meaning of the Department of
Labor (“DOL”) regulation, 29 C.F.R.§2510.3-101, and (iii) will not be
transferred to any entity that is deemed to be investing in plan assets of
a
Plan within the meaning of the DOL regulation at 29 C.F.R.
§2510.3-101.
|
Very
truly yours,
|
||||||||
|
By:
|
||||||||
|
Name:
|
||||||||
|
Title:
|
||||||||
EXHIBIT
H
FORM
OF
MASTER SERVICER CERTIFICATION
|
Re:
|
Citigroup
Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates,
Series
2007-AR1
|
I,
[identify the certifying individual], acting of [CitiMortgage, Inc.
(“CitiMortgage”)], certify to Citigroup Mortgage Loan Trust, Inc. (the
“Depositor”), the Trust Administrator and their respective officers, directors
and affiliates, and with the knowledge and intent that they will rely upon
this
certification, that:
1. I
have
reviewed the information provided to the Trust Administrator by the Master
Servicer pursuant to the Servicing Agreement and included in the annual report
on Form 10-K for the fiscal year [___], and all reports on Form 10-D required
to
be filed in respect of the period covered by such Form 10-K of the Depositor
relating to the above-referenced trust (the “Exchange Act periodic reports”)
(the “Servicing Information”);
2. Based
on
my knowledge, the Servicing Information in the Exchange Act periodic reports,
taken as a whole, does not contain any untrue statement of a material fact
or
omit to state a material fact necessary to make the statements made, in light
of
the circumstances under which such statements were made, not misleading as
of
the last day of the period covered by that annual report;
3. Based
on
my knowledge, the Servicing Information required to be provided to the Trust
Administrator by the Master Servicer has been provided as required under the
Pooling and Servicing Agreement;
4. I
am
responsible for reviewing the activities performed by the Master Servicer under
the Pooling and Servicing Agreement and based upon the review required under
the
Pooling and Servicing Agreement, and except as disclosed to the Depositor and
the Trust Administrator, the Master Servicer has fulfilled in all material
respects its obligations under the Pooling and Servicing Agreement;
and
5. I
have
disclosed to the Master Servicer’s certified public accountants and the
Depositor all significant deficiencies relating to the Master Servicer’s
compliance with the Servicing Criteria as set forth in the Pooling and Servicing
Agreement.
Capitalized
terms used but not defined herein have the meanings ascribed to them in the
Pooling and Servicing Agreement, dated January 1, 2007 (the “Pooling and
Servicing Agreement”), among the Depositor as depositor, CitiMortgage, Inc. as
master servicer and trust administrator, Citibank, N.A. as paying agent,
certificate registrar and authenticating agent and U.S. Bank National
Association as trustee.
|
[CITIMORTGAGE,
INC.]
|
|||||||||||||
|
By:
|
|||||||||||||
|
Name:
|
|||||||||||||
|
Title:
|
|||||||||||||
|
Date:
|
|||||||||||||
EXHIBIT
I
FORM
OF
BACK-UP CERTIFICATION
|
Re:
|
Pooling
and Servicing Agreement dated as of January 1, 2007 (the “Agreement”),
among Citigroup Mortgage Loan Trust Inc., as depositor, CitiMortgage,
Inc.
as master servicer and trust administrator, Citibank, N.A. as paying
agent, certificate registrar and authenticating agent and U.S. Bank
National Association as Trustee
|
I,
________________________________, the _______________________ of [Trust
Administrator], certify to [the Depositor] and the [Master Servicer] [Trustee],
and their officers, with the knowledge and intent that they will rely upon
this
certification, that:
(1) I
have
reviewed the Master Servicer compliance statement of the Company provided in
accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
report on assessment of the Company’s compliance with the servicing criteria set
forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in
accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934,
as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
Assessment”), the registered public accounting firm’s attestation report
provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
and
Section 1122(b) of Regulation AB (the “Attestation
Report”), and all servicing reports, officer’s certificates and other
information relating to the servicing of the Mortgage Loans by the Company
during 200[ ] that were delivered by the Company to the Depositor and the Trust
Administrator pursuant to the Agreement (collectively, the “Company Servicing
Information”);
(2) Based
on
my knowledge, the Company Servicing Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in light of the circumstances under
which
such statements were made, not misleading with respect to the period of time
covered by the Company Servicing Information;
(3) Based
on
my knowledge, all of the Company Servicing Information required to be provided
by the Company under the Agreement has been provided to the Depositor and the
Trust Administrator;
(4) I
am
responsible for reviewing the activities performed by the Company as Master
Servicer under the Agreement, and based on my knowledge and the compliance
review conducted in preparing the Compliance Statement and except as disclosed
in the Compliance Statement, the Servicing Assessment or the Attestation Report,
the Company has fulfilled its obligations under the Agreement in all material
respects; and
(5) The
Compliance Statement required to be delivered by the Company pursuant to the
Agreement, and the Servicing Assessment and Attestation Report required to
be
provided by the Company and by any subservicer or subcontractor pursuant to
the
Agreement, have been provided to the Depositor and the Trust Administrator.
Any
material instances of noncompliance described in such reports have been
disclosed to the Depositor and the Trust Administrator. Any material instance
of
noncompliance with the Servicing Criteria has been disclosed in such
reports.
| Date: | __________________________ | |||
|
|
||||
| By: | ||||
| Name: | __________________________ | |||
| Title: | __________________________ |
EXHIBIT
J
FORM
OF
INTEREST RATE CAP AGREEMENT
|
DATE:
|
January
31, 2007
|
|
TO:
|
Citibank,
N.A., in its capacity as cap trustee (the “Cap Trustee”) for the trust
created pursuant to the Cap Administration Agreement (the “Cap Trust”)
with respect to the Citigroup Mortgage Loan Trust Inc.,
Asset-Backed
Pass-Through Certificates, Series 2007-AR1 (the “Trustee”) (“Party
B”)
|
|
x/x
Xxxxxxxx, N.A.
|
|
|
Xxxxxxx
Xxxxxxx
|
|
|
000
Xxxxxxxxx Xx., 00xx Xxxxx
|
|
|
Xxx
Xxxx, XX 00000
|
|
|
Phone:
(000) 000-0000
|
|
|
Fax:
(000) 000-0000
|
|
|
FROM:
|
Swiss
Re Financial Products Corporation
|
|
SUBJECT:
|
Fixed
Income Derivatives Confirmation
|
|
REFERENCE
NUMBER:
|
SRFP
Ref: 1245218
|
The
purpose of this long-form confirmation (“Confirmation”)
is to
confirm the terms and conditions of the current Transaction entered into
on the
Trade Date specified below (the “Transaction”)
between
Swiss Re Financial Products Corporation (“Party
A”) and
Citibank, N.A., in its capacity as cap trustee for the trust created pursuant
to
the Cap Administration Agreement with respect to the Citigroup Mortgage
Loan
Trust Inc.,
Asset
Backed Pass-Through Certificates, Series 2007-AR1 (“Party
B”)
created
under the Pooling and Servicing Agreement, dated as of January 1, 2007,
among
Citigroup Mortgage Loan Trust Inc., as Depositor, CitiMortgage, Inc., as
Master
Servicer and Trust Administrator, Citibank, N.A. as Paying Agent, Certificate
Registrar and Authenticating Agent and U.S. Bank National Association,
as
Trustee (the
“Pooling
and Servicing Agreement”).
This
Confirmation evidences a complete and binding agreement between you and
us to
enter into the Transaction on the terms set forth below and replaces any
previous agreement between us with respect to the subject matter hereof.
This
Confirmation constitutes a “Confirmation”
and also
constitutes a “Schedule”
as
referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit
Support
Annex to the Schedule.
| 1. |
This
Confirmation shall supplement, form a part of, and be subject
to an
agreement in the form of the ISDA Master Agreement (Multicurrency
- Cross
Border) as published and copyrighted in 1992 by the International
Swaps
and Derivatives Association, Inc. (the “ISDA
Master Agreement”),
as if Party A and Party B had executed an agreement in such form
on the
date hereof, with a Schedule as set forth in Item 3 of this Confirmation,
and an ISDA Credit Support Annex (Bilateral Form - ISDA Agreements
Subject
to New York Law Only version) as published and copyrighted in
1994 by the
International Swaps and Derivatives Association, Inc., with Paragraph
13
thereof as set forth in Annex A hereto (the “Credit
Support Annex”).
For the avoidance of doubt, the Transaction described herein
shall be the
sole Transaction governed by such ISDA Master Agreement. In the
event of
any inconsistency among any of the following documents, the relevant
document first listed shall govern: (i) this Confirmation, exclusive
of
the provisions set forth in Item 3 hereof and Annex A hereto;
(ii) the
provisions set forth in Item 3 hereof, which are incorporated
by reference
into the Schedule; (iii) the Credit Support Annex; (iv) the Definitions;
and (v) the ISDA Master Agreement.
|
Each
reference herein to a “Section” (unless specifically referencing the Pooling and
Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
a reference to a Section of the ISDA Master Agreement; each herein reference
to
a “Part” will be construed as a reference to the provisions herein deemed
incorporated in a Schedule to the ISDA Master Agreement; each reference
herein
to a “Paragraph” will be construed as a reference to a Paragraph of the Credit
Support Annex.
|
2.
|
The
terms of the particular Transaction to which this Confirmation
relates are
as follows:
|
|
Type
of Transaction:
|
Interest
Rate Cap
|
|
Notional
Amount:
|
With
respect to any Calculation Period, the amount set forth for such
period on
Schedule I attached hereto.
|
|
Trade
Date:
|
January
24, 2007
|
|
Effective
Date:
|
January
31, 2007
|
|
Termination
Date:
|
November
25, 2011, subject to adjustment in accordance with the Business
Day
Convention
|
|
Fixed
Amounts:
|
|
|
Fixed
Rate Payer:
|
Party
B
|
|
Fixed
Amount:
|
USD
1,012,000
|
|
Fixed
Rate Payer
|
|
|
Payment
Date:
|
January
31, 2007
|
|
Floating
Amounts:
|
|
|
Floating
Rate Payer:
|
Party
A
|
|
Cap
Rate:
|
6.00%
|
|
Floating
Rate Payer
|
|
|
Period
End Dates:
|
The
25th
calendar day of each month during the Term of this Transaction,
commencing
February 25, 2007, and ending on the Termination Date subject
to
adjustment in accordance with the Business Day Convention.
|
|
Floating
Rate Payer
|
|
|
Payment
Dates:
|
Early
payment shall be applicable. The Floating Rate Payer Payment
Date shall be
two (2) Business Days prior to each Period End Date, commencing
on
February 22, 2007
|
|
Floating
Rate Option:
|
USD-LIBOR-BBA; provided,
however, that all references in Sections 7.l(w)(xvii) and 7.l(w)(xx)
of
the Definitions to "on the day that is two London Banking Days
preceding
that Reset Date" shall be deleted and replaced with "on the day
that is
two New York and London Banking Days preceding that Reset
Date".
|
|
Designated
Maturity:
|
One
month
|
|
Floating
Rate Day
|
|
|
Count
Fraction:
|
Actual/360
|
|
Reset
Dates:
|
The
first day of each Calculation Period.
|
|
Compounding:
|
Inapplicable
|
|
Business
Days:
|
New
York
|
|
Business
Day Convention:
|
Following
|
|
Calculation
Agent:
|
Party
A
|
|
3.
|
Provisions
Deemed Incorporated in a Schedule to the ISDA Master
Agreement:
|
|
Part
1.
|
Termination
Provisions.
|
For
the
purposes of this Agreement:-
(a)
“Specified
Entity”
will not
apply to Party A or Party B for any purpose.
|
(b)
|
“Specified
Transaction”
will have the meaning specified in Section
14.
|
|
(c)
|
Events
of Default.
|
The
statement below that an Event of Default will apply to a specific party
means
that upon the occurrence of such an Event of Default with respect to such
party,
the other party shall have the rights of a Non-defaulting Party under Section
6
of this Agreement; conversely, the statement below that such event will
not
apply to a specific party means that the other party shall not have such
rights.
| (i) |
The
“Failure
to Pay or Deliver”
provisions of Section 5(a)(i) will apply to Party A and will
apply to
Party B; provided, however, that Section 5(a)(i) is hereby amended
by
replacing the word “third” with the word “first”; provided, further, that
notwithstanding anything to the contrary in Section 5(a)(i),
any failure
by Party A to comply with or perform any obligation to be complied
with or
performed by Party A under the Credit Support Annex shall not
constitute
an Event of Default under Section 5(a)(i) unless (A) a Required
Ratings
Downgrade Event has occurred and been continuing for 30 or more
Local
Business Days and (B) such failure is not remedied on or before
the third
Local Business Day after notice of such failure is given to Party
A.
|
| (ii) |
The
“Breach
of Agreement”
provisions of Section 5(a)(ii) will apply to Party A and will
not apply to
Party B.
|
| (iii) |
The
“Credit
Support Default”
provisions of Section 5(a)(iii) will apply to Party A and will
not apply
to Party B except that Section 5(a)(iii)(1) will apply to Party
B solely
in respect of Party B’s obligations under Paragraph 3(b) of the Credit
Support Annex; provided, however, that notwithstanding anything
to the
contrary in Section 5(a)(iii)(1), any failure by Party A to comply
with or
perform any obligation to be complied with or performed by Party
A under
the Credit Support Annex shall not constitute an Event of Default
under
Section 5(a)(iii) unless (A) a Required Ratings Downgrade Event
has
occurred and been continuing for 30 or more Local Business Days
and (B)
such failure is not remedied on or before the third Local Business
Day
after notice of such failure is given to Party
A.
|
| (iv) |
The
“Misrepresentation”
provisions of Section 5(a)(iv) will apply to Party A and will
not apply to
Party B.
|
| (v) |
The
“Default
under Specified Transaction”
provisions of Section 5(a)(v) will apply to Party A and will
not apply to
Party B.
|
| (vi) |
The
“Cross
Default”
provisions of Section 5(a)(vi) will apply to Party A and will
not apply to
Party B. For purposes of Section 5(a)(vi), solely with respect
to Party
A:
|
“Specified
Indebtedness” will have the meaning specified in Section 14, except that such
term shall not include insurance contracts entered into in the ordinary
course
of Party A’s Credit Support Provider’s insurance business.
“Threshold
Amount” means with respect to Party A an amount equal to three percent (3%) of
the Shareholders’ Equity of Party A’s Credit Support Provider, or, if
applicable, the Eligible Guarantor.
“Shareholders’
Equity” means with respect to an entity, at any time, the sum (as shown in the
most recent annual audited financial statements of such entity) of (i)
its
capital stock (including preferred stock) outstanding, taken at par value,
(ii)
its capital surplus and (iii) its retained earnings, minus (iv) treasury
stock,
each to be determined in accordance with generally accepted accounting
principles.
| (vii) |
The
“Bankruptcy”
provisions of Section 5(a)(vii) will apply to Party A and will
apply to
Party B except that the provisions of Section 5(a)(vii)(2), (6)
(to the
extent that such provisions refer to any appointment contemplated
or
effected by the Pooling and Servicing Agreement or any appointment
to
which Party B has not become subject), (7) and (9) will not apply
to Party
B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
is
hereby amended by adding after the words “against it” the words
“(excluding any proceeding or petition instituted or presented
by Party A
or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
deleting the words “to (7) inclusive” and inserting in lieu thereof “,
(3), (4) as amended, (5), (6) as amended, or
(7)”.
|
| (viii) |
The
“Merger
Without Assumption”
provisions of Section 5(a)(viii) will apply to Party A and will
apply to
Party B.
|
(d) Termination
Events.
The
statement below that a Termination Event will apply to a specific party
means
that upon the occurrence of such a Termination Event, if such specific
party is
the Affected Party with respect to a Tax Event, the Burdened Party with
respect
to a Tax Event Upon Merger (except as noted below) or the non-Affected
Party
with respect to a Credit Event Upon Merger, as the case may be, such specific
party shall have the right to designate an Early Termination Date in accordance
with Section 6 of this Agreement; conversely, the statement below that
such an
event will not apply to a specific party means that such party shall not
have
such right; provided, however, with respect to “Illegality” the statement that
such event will apply to a specific party means that upon the occurrence
of such
a Termination Event with respect to such party, either party shall have
the
right to designate an Early Termination Date in accordance with Section
6 of
this Agreement.
(i)
The
“Illegality”
provisions of Section 5(b)(i) will apply to Party A and will apply to Party
B.
|
(ii)
|
The
“Tax
Event”
provisions of Section 5(b)(ii) will apply to Party A except that,
for
purposes of the application of Section 5(b)(ii) to Party A, Section
5(b)(ii) is hereby amended by deleting the words “(x) any action taken by
a taxing authority, or brought in a court of competent jurisdiction,
on or
after the date on which a Transaction is entered into (regardless
of
whether such action is taken or brought with respect to a party
to this
Agreement) or (y)”, and the “Tax
Event”
provisions of Section 5(b)(ii) will apply to Party B.
|
|
(iii)
|
The
“Tax
Event Upon Merger”
provisions of Section 5(b)(iii) will apply to Party A and will
apply to
Party B, provided that Party A shall not be entitled to designate
an Early
Termination Date by reason of a Tax Event upon Merger in respect
of which
it is the Affected Party.
|
|
(iv)
|
The
“Credit
Event Upon Merger”
provisions of Section 5(b)(iv) will not apply to Party A and
will not
apply to Party B.
|
|
(e)
|
The
“Automatic
Early Termination”
provision of Section 6(a) will not apply to Party A and will
not apply to
Party B.
|
(f)
Payments
on Early Termination.
For the
purpose of Section 6(e) of this Agreement:
| (i) |
Market
Quotation will apply, provided, however, that, in the event of
a
Derivative Provider Trigger Event, the following provisions will
apply:
|
|
(A)
|
The
definition of Market Quotation in Section 14 shall be deleted
in its
entirety and replaced with the
following:
|
“Market
Quotation” means,
with respect to one or more Terminated Transactions, a Firm Offer which
is (1)
made by a Reference Market-maker that is an Eligible Replacement, (2) for
an
amount that would be paid to Party B (expressed as a negative number) or
by
Party B (expressed as a positive number) in consideration of an agreement
between Party B and such Reference Market-maker to enter into a Replacement
Transaction, and (3) made on the basis that Unpaid Amounts in respect of
the
Terminated Transaction or group of Transactions are to be excluded but,
without
limitation, any payment or delivery that would, but for the relevant Early
Termination Date, have been required (assuming satisfaction of each applicable
condition precedent) after that Early Termination Date is to be
included.
|
(B)
|
The
definition of Settlement Amount shall be deleted in its entirety
and
replaced with the following:
|
“Settlement
Amount”
means,
with respect to any Early Termination Date, an amount (as determined by
Party B
at the written direction of the Depositor) equal to:
|
(a)
|
If
a Market Quotation for the relevant Terminated Transaction or
group of
Terminated Transactions is accepted by Party B at
the written direction of the Depositor
so
as to become legally binding on or before the day falling ten
Local
Business Days after the day on which the Early Termination Date
is
designated, or such later day as Party B at
the written direction of the Depositor
may specify in writing to Party A, but in either case no later
than one
Local Business Day prior to the Early Termination Date (such
day, the
“Latest Settlement Amount Determination Day”), the Termination Currency
Equivalent of the amount (whether positive or negative) of such
Market
Quotation;
|
|
(b)
|
If,
on the Latest Settlement Amount Determination Day, no Market
Quotation for
the relevant Terminated Transaction or group of Terminated Transactions
has been accepted by Party B at
the written direction of the Depositor
so
as to become legally binding and one or more Market Quotations
from
Approved Replacements have
been made and remain capable of becoming legally binding upon
acceptance,
the Settlement Amount shall equal the Termination Currency Equivalent
of
the amount (whether positive or negative) of the lowest of such
Market
Quotations (for the avoidance of doubt, the lowest of such Market
Quotations shall be the lowest Market Quotation of
such Market Quotations
expressed as a positive number or, if any of such Market Quotations
is
expressed as a negative number, the Market Quotation expressed
as a
negative number with the largest absolute value);
or
|
|
(c)
|
If,
on the Latest Settlement Amount Determination Day, no Market
Quotation for
the relevant Terminated Transaction or group of Terminated Transactions
is
accepted by Party B so as to become legally binding and no Market
Quotation from an Approved Replacement remains capable of becoming
legally
binding upon acceptance, the Settlement Amount shall equal Party
B’s Loss
(whether positive or negative and without reference to any Unpaid
Amounts)
for the relevant Terminated Transaction or group of Terminated
Transactions.
|
|
(C)
|
If
Party B at
the written direction of the Depositor
requests Party A in writing to obtain Market Quotations, Party
A shall use
its reasonable efforts to do so before the Latest Settlement
Amount
Determination Day.
|
|
(D)
|
If
the Settlement Amount is a negative number, Section 6(e)(i)(3)
shall be
deleted in its entirety and replaced with the
following:
|
“(3)
Second
Method and Market Quotation.
If the
Second Method and Market Quotation apply, (I) Party B shall pay to Party
A an
amount equal to the absolute value of the Settlement Amount in respect
of the
Terminated Transactions, (II) Party B shall pay to Party A the Termination
Currency Equivalent of the Unpaid Amounts owing to Party A and (III) Party
A
shall pay to Party B the Termination Currency Equivalent of the Unpaid
Amounts
owing to Party B; provided, however, that (x) the amounts payable under
the
immediately preceding clauses (II) and (III) shall be subject to netting
in
accordance with Section 2(c) of this Agreement and (y) notwithstanding
any other
provision of this Agreement, any amount payable by Party A under the immediately
preceding clause (III) shall not be netted-off against any amount payable
by
Party B under the immediately preceding clause (I).”
|
(E)
|
At
any time on or before the Latest Settlement Amount Determination
Day at
which two or more Market Quotations from Approved Replacements
remain
capable of becoming legally binding upon acceptance, Party B
shall be
entitled to accept only the lowest of such Market Quotations
(for the
avoidance of doubt, the lowest of such Market Quotations shall
be the
lowest Market Quotation of such Market Quotations expressed as
a positive
number or, if any of such Market Quotations is expressed as a
negative
number, the Market Quotation expressed as a negative number with
the
largest absolute value).
|
| (ii) |
The
Second Method will apply.
|
(g)
“Termination
Currency”
means
USD.
(h)
Additional
Termination Events.
Additional Termination Events will apply as provided in Part 5(c).
Part
2. Tax
Matters.
(a)
Tax
Representations.
|
(i)
|
Payer
Representations.
For the purpose of Section 3(e) of this Agreement:
|
(A)
Party
A
makes the following representation(s):
None.
(B)
Party
B
makes the following representation(s):
None.
(ii)
Payee
Representations.
For the
purpose of Section 3(f) of this Agreement:
| (A) |
Party
A makes the following
representation(s):
|
Party
A
represents that it is a corporation organized under the laws of the State
of
Delaware.
|
(B)
|
Party
B makes the following
representation(s):
|
None.
|
(b)
|
Tax
Provisions.
|
|
(i)
|
Gross
Up.
Section 2(d)(i)(4) shall not apply to Party B as X, and Section
2(d)(ii)
shall not apply to Party B as Y, in each case such that Party
B shall not
be required to pay any additional amounts referred to
therein.
|
|
(ii)
|
Indemnifiable
Tax.
The definition of “Indemnifiable Tax” in Section 14 is deleted in its
entirety and replaced with the
following:
|
“Indemnifiable
Tax”
means,
in relation to payments by Party A, any Tax and, in relation to payments
by
Party B, no Tax.
Part
3. Agreement
to Deliver Documents.
(a) For
the
purpose of Section 4(a)(i), tax forms, documents, or certificates to be
delivered are:
|
Party
required to deliver document
|
Form/Document/
Certificate
|
Date
by which to
be
delivered
|
|
Party
A
|
An
original properly completed and executed United States Internal
Revenue
Service Form W-9 including applicable attachments (or any successor
thereto) with respect to any payments received or to be received
by Party
A that eliminates U.S. federal withholding and backup withholding
Tax on
payments to Party A under this Agreement.
|
(i)
upon execution of this Agreement, (ii) on or before the first
payment date
under this Agreement, including any Credit Support Document,
(iii)
promptly upon the reasonable demand by Party B, (iv) prior to
the
expiration or obsolescence of any previously delivered form,
and (v)
promptly upon the information on any such previously delivered
form
becoming inaccurate or incorrect.
|
|
Party
B
|
(i)
Upon execution of this Agreement, an original properly completed
and
executed United States Internal Revenue Service Form W-9 including
applicable attachments (or any successor thereto) with respect
to any
payments received or to be received by the initial beneficial
owner of
payments to Party B under this Agreement, and (ii) thereafter,
the
appropriate tax certification form (i.e., IRS Form W-9 or IRS
Form X-0XXX,
X-0XXX, X-0XXX or W-8ECI, as applicable (or any successor form
thereto))
with respect to any payments received or to be received by the
beneficial
owner of payments to Party B under this Agreement from time to
time.
|
(i)
upon execution of this Agreement, (ii) on or before the first
payment date
under this Agreement, including any Credit Support Document,
(iii)
promptly upon the reasonable demand by Party A, (iv) prior to
the
expiration or obsolescence of any previously delivered form,
and (v)
promptly upon the information on any such previously delivered
form
becoming inaccurate or incorrect.
|
(b) For
the
purpose of Section 4(a)(ii), other documents to be delivered are:
|
Party
required to deliver document
|
Form/Document/
Certificate
|
Date
by which to
be
delivered
|
Covered
by Section 3(d) Representation
|
|
Party
A and
Party
B
|
Any
documents required by the receiving party to evidence the authority
of the
delivering party or its Credit Support Provider, if any, for
it to execute
and deliver the Agreement, this Confirmation, and any Credit
Support
Documents to which it is a party, and to evidence the authority
of the
delivering party or its Credit Support Provider to perform its
obligations
under the Agreement, this Confirmation and any Credit Support
Document, as
the case may be
|
Upon
the execution and delivery of this Agreement
|
Yes
|
|
Party
A and
Party
B
|
A
certificate of an authorized officer of the party, as to the
incumbency
and authority of the respective officers of the party signing
the
Agreement, this Confirmation, and any relevant Credit Support
Document, as
the case may be
|
Upon
the execution and delivery of this Agreement
|
Yes
|
|
Party
A
|
Annual
Report of Party A’s Credit Support Provider containing consolidated
financial statements certified by independent certified public
accountants
and prepared in accordance with generally accepted accounting
principles
in the country in which Party A’s Credit Support Provider is
organized
|
Promptly
upon becoming publicly available
|
Yes
|
|
Party
A
|
Semi
Annual Financial Statements of Party A’s Credit Support Provider
containing unaudited, consolidated financial statements of Party
A’s
Credit Support Provider’s Interim Report prepared in accordance with
generally accepted accounting principles in the country in which
Party A’s
Credit Support Provider is organized
|
Promptly
upon becoming publicly available
|
Yes
|
|
Party
A
|
A
guarantee of Swiss Reinsurance Company
|
Upon
the execution and delivery of this Agreement
|
No
|
|
Party
A
|
An
opinion of counsel to Party A’s Guarantor
|
Upon
the execution and delivery of this Agreement
|
No
|
Part
4. Miscellaneous.
|
(a)
|
Address
for Notices:
For the purposes of Section 12(a) of this
Agreement:
|
Address
for notices or communications to Party A:
Address:
Swiss
Re Financial Products Corporation
00
Xxxx 00xx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention:
Head of Operations
Facsimile
No. (000) 000-0000
(For
all purposes)
With
a copy to: Swiss
Re Financial Products Corporation
00
Xxxx 00xx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention:
Legal Department
Facsimile
No.: (000) 000-0000
Address
for notices or communications to Party B:
Address: Citibank,
N.A.
Corporate
and Investment Banking
000
Xxxxxxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx,
XX 00000
Attn:
CMLTI 2007-AR1
(For
all
purposes)
(b) Process
Agent.
For the
purpose of Section 13(c):
Party
A
appoints as its Process Agent: Not applicable.
Party
B
appoints as its Process Agent: Not applicable.
|
(c)
|
Offices.
The provisions of Section 10(a) will apply to this Agreement;
neither
Party A nor Party B has any Offices other than as set forth in
the Notices
Section.
|
|
(d)
|
Multibranch
Party.
For the purpose of Section 10(c) of this
Agreement:
|
Party
A
is not a Multibranch Party.
|
Party
B is not a Multibranch Party.
|
|
(e)
|
Calculation
Agent.
The Calculation Agent is Party A; provided, however, that if
an Event of
Default shall have occurred with respect to Party A, Party B
shall have
the right to appoint as Calculation Agent a third party, reasonably
acceptable to Party A, the cost for which shall be borne by Party
A.
|
(f) Credit
Support Document.
|
Party
A:
|
The
Credit Support Annex and any guarantee in support of Party A’s obligations
under this Agreement.
|
|
Party
B:
|
The
Credit Support Annex, solely in respect of Party B’s obligations under
Paragraph 3(b) of the Credit Support
Annex.
|
|
(g)
|
Credit
Support Provider.
|
|
Party
A:
|
The
guarantor under any guarantee in support of Party A’s obligations under
this Agreement.
|
|
Party
B:
|
None.
|
|
(h)
|
Governing
Law.
The parties to this Agreement hereby agree that the law of the
State of
New York shall govern their rights and duties in whole, without
regard to
the conflict of law provisions thereof other than New York General
Obligations Law Sections 5-1401 and 5-1402.
|
|
(i)
|
Netting
of Payments.
The parties agree that subparagraph (ii) of Section 2(c) will
apply to
each Transaction hereunder.
|
|
(j)
|
Affiliate.“Affiliate”
shall have the meaning assigned thereto in Section 14; provided,
however,
that Party B shall be deemed to have no Affiliates for purposes
of this
Agreement, including for purposes of Section
6(b)(ii).
|
Part
5. Other
Provisions.
|
(a)
|
Definitions.
Unless
otherwise specified in a Confirmation, this Agreement and each
Transaction
under this Agreement are subject to the 2000 ISDA Definitions
as published
and copyrighted in 2000 by the International Swaps and Derivatives
Association, Inc. (the “Definitions”),
and will be governed in all relevant respects by the provisions
set forth
in the Definitions, without regard to any amendment to the Definitions
subsequent to the date hereof. The provisions of the Definitions
are
hereby incorporated by reference in and shall be deemed a part
of this
Agreement, except that (i) references in the Definitions to a
“Swap
Transaction” shall be deemed references to a “Transaction” for purposes of
this Agreement, and (ii) references to a “Transaction” in this Agreement
shall be deemed references to a “Swap Transaction” for purposes of the
Definitions. Each term capitalized but not defined in this Agreement
shall
have the meaning assigned thereto in the Pooling and Servicing
Agreement.
|
(b)
Amendments
to ISDA Master Agreement.
|
(i)
|
Single
Agreement.
Section 1(c) is hereby amended by the adding the words “including, for the
avoidance of doubt, the Credit Support Annex” after the words “Master
Agreement”.
|
(ii)
Conditions
Precedent. Section
2(a)(iii) is hereby amended by adding the following at the end thereof:
Notwithstanding
anything to the contrary in Section 2(a)(iii)(1), if an Event of Default
with
respect to Party B or Potential Event of Default with respect to Party
B has
occurred and been continuing for more than 30 Local Business Days and no
Early
Termination Date in respect of the Affected Transactions has occurred or
been
effectively designated by Party A, the obligations of Party A under Section
2(a)(i) shall cease to be subject to the condition precedent set forth
in
Section 2(a)(iii)(1) with respect to such specific occurrence of such Event
of
Default or such Potential Event of Default (the “Specific
Event”);
provided, however, for the avoidance of doubt, the obligations of Party
A under
Section 2(a)(i) shall be subject to the condition precedent set forth in
Section
2(a)(iii)(1) (subject to the foregoing) with respect to any subsequent
occurrence of the same Event of Default with respect to Party B or Potential
Event of Default with respect to Party B after the Specific Event has ceased
to
be continuing and with respect to any occurrence of any other Event of
Default
with respect to Party B or Potential Event of Default with respect to Party
B
that occurs subsequent to the Specific Event.
|
(iii)
|
Change
of Account.
Section 2(b) is hereby amended by the addition of the following
after the
word “delivery” in the first line
thereof:
|
“to
another account in the same legal and tax jurisdiction as the original
account”.
|
(iv)
|
Representations.
Section 3 is hereby amended by adding at the end thereof the
following
subsection (g):
|
|
“(g)
|
Relationship
Between Parties.
|
|
(1)
|
Nonreliance.
(i) It is not relying on any statement or representation of the
other
party regarding the Transaction (whether written or oral), other
than the
representations expressly made in this Agreement or the Confirmation
in
respect of that Transaction and (ii) it has consulted with its
own legal,
regulatory, tax, business, investment, financial and accounting
advisors
to the extent it has deemed necessary, and it has made its own
investment,
hedging and trading decisions based upon its own judgment and
upon any
advice from such advisors as it has deemed necessary and not
upon any view
expressed by the other party.
|
|
(2)
|
Evaluation
and Understanding. (i) It has the capacity to evaluate (internally
or
through independent professional advice) the Transaction and
has made its
own decision to enter into the Transaction and (ii) It understands
the
terms, conditions and risks of the Transaction and is willing
and able to
accept those terms and conditions and to assume those risks,
financially
and otherwise.
|
|
(3)
|
Purpose.
It is entering into the Transaction for the purposes of managing
its
borrowings or investments, hedging its underlying assets or liabilities
or
in connection with a line of business.
|
|
(4)
|
Status
of Parties. The other party is not acting as an agent, fiduciary
or
advisor for it in respect of the Transaction.
|
|
(5)
|
Eligible
Contract Participant. It is an “eligible swap participant” as such term is
defined in, Section 35.1(b)(2) of the regulations (17 C.F.R.
35)
promulgated under, and an “eligible contract participant” as defined in
Section 1(a)(12) of the Commodity Exchange Act, as
amended.”
|
|
(v)
|
Transfer
to Avoid Termination Event.
Section 6(b)(ii) is hereby amended by (i) deleting the words
“or if a Tax
Event Upon Merger occurs and the Burdened Party is the Affected
Party,”
and (ii) by deleting the words “to transfer” and inserting the words “to
effect a Permitted Transfer” in lieu
thereof.
|
|
(vi)
|
Jurisdiction.
Section
13(b) is hereby amended by: (i) deleting in the second line of
subparagraph (i) thereof the word "non-", (ii) deleting “; and” from the
end of subparagraph 1 and inserting “.” in lieu thereof, and (iii)
deleting the final paragraph
thereof.
|
|
(vii)
|
Local
Business Day.
The definition of Local Business Day in Section 14 is hereby
amended by
the addition of the words “or any Credit Support Document” after “Section
2(a)(i)” and the addition of the words “or Credit Support Document” after
“Confirmation”.
|
|
(c)
|
Additional
Termination Events.
The following Additional Termination Events will
apply:
|
| (i) |
First
Rating Trigger Collateral.
If
(A) it is not the case that a Xxxxx’x Second Trigger Ratings Event has
occurred and been continuing for 30 or more Local Business Days
and (B)
Party
A has failed to comply with or perform any obligation to be complied
with
or performed by Party A in accordance with the Credit Support
Annex, then
an Additional Termination Event shall have occurred with respect
to Party
A and Party A shall be the sole Affected Party with respect to
such
Additional Termination Event.
|
| (ii) |
Second
Rating Trigger Replacement.
If
(A) a Required Ratings Downgrade Event has occurred and been
continuing
for 30 or more Local Business Days and (B) (i) at least one Eligible
Replacement has made a Firm Offer to be the transferee of all
of Party A’s
rights and obligations under this Agreement (and such Firm Offer
remains
an offer that will become legally binding upon such Eligible
Replacement
upon acceptance by the offeree) and/or (ii) an Eligible Guarantor
has made
a Firm Offer to provide an Eligible Guarantee (and such Firm
Offer remains
an offer that will become legally binding upon such Eligible
Guarantor
immediately upon acceptance by the offeree), then an Additional
Termination Event shall have occurred with respect to Party A
and Party A
shall be the sole Affected Party with respect to such Additional
Termination Event.
|
|
(iii)
|
Reserved.
|
|
(iv)
|
Provision
of Information Required by Regulation AB. Party
A shall fail to comply with the provisions of Part 5(e) upon
the
occurrence of a Swap Disclosure Event. For all purposes of this
Agreement,
Party A shall be the sole Affected Party with respect to such
Additional
Termination Event.
|
|
(v)
|
Optional
Termination of the Securitization.
If, at any time, the Terminator purchases the Mortgage Loans
pursuant to
Section 9.01 of the Pooling and Servicing Agreement, then an
Additional
Termination Event shall have occurred and Party B shall be the
sole
Affected Party with respect thereto; provided, however, that
notwithstanding Section 6(b)(iv) of the Master Agreement, only
Party B
shall have the right to designate an Early Termination Date in
respect of
this Additional Termination Event; provided, further, that the
Early
Termination Date shall not be prior to the Optional Termination
Date.
|
|
(d)
|
Required
Ratings Downgrade Event. In
the event that a “Required
Ratings Downgrade Event”
shall occur and be continuing, then Party A shall, as soon as
reasonably
practicable, at its own expense, using commercially reasonable
efforts,
procure either (A) a Permitted Transfer or (B) an Eligible Guarantee
from
an Eligible Guarantor.
|
|
(e)
|
Compliance
with Regulation AB. (i)
For purposes of Item 1115 of Subpart 229.1100 - Asset Backed
Securities
(Regulation AB) (17 C.F.R. ss.ss.229.1100 - 229.1123) (“Regulation AB”)
under the Securities Act of 1933, as amended, and the Securities
Exchange
Act of 1934, as amended (the “Exchange Act”), as amended and interpreted
by the Securities and Exchange Commission and its staff, if the
Depositor
or Party B makes a determination, acting reasonably and in good
faith,
that (x) the applicable “significance percentage” with respect to this
Agreement has been reached, and (y) it has a reporting obligation
under
the Exchange Act (a “Swap Disclosure Event”), then Party A shall (or shall
cause its Credit Support Provider to), within ten (10) calendar
days after
notice to that effect, at its sole expense, take one of the following
actions (each subject to satisfaction of the Rating Agency Condition):
(1)
provide (including, if permitted by Regulation AB, provision
by reference
to reports filed pursuant to the Exchange Act or otherwise publicly
available information): (A) the financial data required by Item
301 of
Regulation S-K (17 C.F.R. §229.301), pursuant to Item 1115(b)(1); (B)
financial statements meeting the requirements of Regulation S-X
(17 C.F.R.
§§210.1-01 through 210.12-29, but excluding 17 C.F.R. ss. 210.3-05
and
Article 11 of Regulation S-X (17 C.F.R. ss. ss. 210.11-01 through
210.11-03)), pursuant to Item 1115(b)(2); or (C) such other financial
information as may at the time be required or permitted to be
provided in
satisfaction of the requirements of Item 1115(b), together with
accountants consents and/or a procedure letter relating thereto;
or (2)
secure an Approved Replacement that is able to comply with the
requirements of Item 1115(b) of Regulation AB to replace Party
A as party
to this Agreement, on substantially similar terms, the debt rating
of
which entity (or credit support provider therefor) meets or exceeds
the
applicable requirements of the applicable Rating
Agencies.
|
(ii)
For
so long as the aggregate significance percentage is 10% or more, Party
A shall
(or shall cause its Credit Support Provider to) provide any updates to
the
information provided pursuant to clause (i)(1) above to the Depositor within
five (5) Business Days following availability thereof (but in no event
more than
45 days after the end of each of Party A’s Credit Support Provider’s fiscal half
for any half-year update, and in no event more than 90 days after the end
of
each of Party A’s Credit Support Provider’s fiscal year for any annual
update).
(iii)
All
information provided pursuant to clauses (i)(1) and (ii) above (all such
information, “Swap Financial Disclosure”) shall be in a form suitable for
conversion to the format required for filing by the Depositor with the
Commission via the Electronic Data Gathering and Retrieval System (XXXXX).
In
addition, any such information, if audited, shall be accompanied by any
necessary auditor’s consents or, if such information is unaudited, shall be
accompanied by an appropriate agreed-upon procedures letter from Party
A’s
accountants. If permitted by Regulation AB, any such information may be
provided
by reference to or incorporation by reference from reports filed pursuant
to the
Exchange Act.
(iv)
Third Party Beneficiary. The Depositor shall be an express third party
beneficiary of this Agreement as if a party hereto to the extent of the
Depositor’s rights explicitly specified in this Part 5(e).
|
(f)
|
Transfers.
|
(i)
Section
7
is hereby amended to read in its entirety as follows:
“Except
with respect to any Permitted Transfer pursuant to Section 6(b)(ii), Part
5(d),
Part 5(e), or the succeeding sentence, neither Party A nor Party B is permitted
to assign, novate or transfer (whether by way of security or otherwise)
as a
whole or in part any of its rights, obligations or interests under the
Agreement
or any Transaction unless (a) the prior written consent of the other party
is
obtained, and (b) the Rating Agency Condition has been satisfied with respect
to
S&P. At any time at which no Relevant Entity has credit ratings at least
equal to the Approved Ratings Threshold, Party A may make a Permitted Transfer.”
|
(ii)
|
If
an Eligible Replacement has made a Firm Offer (which remains
an offer that
will become legally binding upon acceptance by Party B) to be
the
transferee pursuant to a Permitted Transfer, Party B shall, at
Party A’s
written request and at Party A’s expense, take any reasonable steps
required to be taken by Party B to effect such transfer.
|
|
(g)
|
Non-Recourse.
Party A acknowledges and agrees that, notwithstanding any provision
in
this Agreement to the contrary, the obligations of Party B hereunder
are
limited recourse obligations of Party B, payable solely from
the Cap Trust
and the proceeds thereof, in accordance with the priority of
payments and
other terms of the Pooling and Servicing Agreement and that Party
A will
not have any recourse to any of the directors, officers, employees,
shareholders or affiliates of the Party B with respect to any
claims,
losses, damages, liabilities, indemnities or other obligations
in
connection with any transactions contemplated hereby. In the
event that
the Cap Trust and the proceeds thereof, should be insufficient
to satisfy
all claims outstanding and following the realization of the account
held
by the Supplemental Interest Trust and the proceeds thereof,
any claims
against or obligations of Party B under the ISDA Master Agreement
or any
other confirmation thereunder still outstanding shall be extinguished
and
thereafter not revive. Party B shall not have liability for any
failure or
delay in making a payment hereunder to Party A due to any failure
or delay
in receiving amounts in the account held by the Supplemental
Interest
Trust from the Trust created pursuant to the Pooling and Servicing
Agreement. This provision will survive the termination of this
Agreement.
|
|
(h)
|
Timing
of Payments
by Party B upon Early Termination.
Notwithstanding anything to the contrary in Section 6(d)(ii),
to the
extent that all or a portion (in either case, the “Unfunded Amount”) of
any amount that is calculated as being due in respect of any
Early
Termination Date under Section 6(e) from Party B to Party A will
be paid
by Party B from amounts other than any upfront payment paid to
Party B by
an Eligible Replacement that has entered a Replacement Transaction
with
Party B, then such Unfunded Amount shall be due on the next subsequent
Distribution Date following the date on which the payment would
have been
payable as determined in accordance with Section 6(d)(ii), and
on any
subsequent Distribution Dates until paid in full (or if such
Early
Termination Date is the final Distribution Date, on such final
Distribution Date); provided, however, that if the date on which
the
payment would have been payable as determined in accordance with
Section
6(d)(ii) is a Distribution Date, such payment will be payable
on such
Distribution Date.
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|
(i)
|
Rating
Agency Notifications. Notwithstanding
any other provision of this Agreement, no Early Termination Date
shall be
effectively designated hereunder by Party B and no transfer of
any rights
or obligations under this Agreement shall be made by either party
unless
each Rating Agency has been given prior written notice of such
designation
or transfer.
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|
(j)
|
No
Set-off.
Except as expressly provided for in Section 2(c), Section 6 or
Part
1(f)(i)(D) hereof, and notwithstanding any other provision of
this
Agreement or any other existing or future agreement, each party
irrevocably waives any and all rights it may have to set off,
net, recoup
or otherwise withhold or suspend or condition payment or performance
of
any obligation between it and the other party hereunder against
any
obligation between it and the other party under any other agreements.
Section 6(e) shall be amended by deleting the following sentence:
“The
amount, if any, payable in respect of an Early Termination Date
and
determined pursuant to this Section will be subject to any
Set-off.”.
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|
(k)
|
Amendment.
Notwithstanding any provision to the contrary in this Agreement,
no
amendment of either this Agreement or any Transaction under this
Agreement
shall be permitted by either party unless each of the Rating
Agencies has
been provided prior written notice of the same and such amendment
satisfies the Rating Agency Condition with respect to
S&P.
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|
(l)
|
Notice
of Certain Events or Circumstances.
Each Party agrees, upon learning of the occurrence or existence
of any
event or condition that constitutes (or that with the giving
of notice or
passage of time or both would constitute) an Event of Default
or
Termination Event with respect to such party, promptly to give
the other
Party and to each Rating Agency notice of such event or condition;
provided that failure to provide notice of such event or condition
pursuant to this Part 5(l) shall not constitute an Event of Default
or a
Termination Event.
|
(m) Proceedings.
No
Relevant Entity shall institute against, or cause any other person to institute
against, or join any other person in instituting against Party B, the Cap
Trust,
or the trust erected pursuant to the Pooling and Servicing Agrement in
any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
or other proceedings under any federal or state bankruptcy or similar law
for a
period of one year (or, if longer, the applicable preference period) and
one day
following payment in full of the Certificates and any Notes. This provision
will
survive the termination of this Agreement.
|
(n)
|
Cap
Trustee Liability Limitations.
It
is expressly understood and agreed by the parties hereto that
(a) this
Agreement is executed by Citibank, N.A. (“Citi”) not in its individual
capacity, but solely as Cap Trustee under the Cap Administration
Agreement
in the exercise of the powers and authority conferred and invested
in it
thereunder; (b) Citi has been directed by the Depositor pursuant
to the
Cap Administration Agreement to enter into this Agreement and
to perform
its obligations hereunder; (c) each of the representations, undertakings
and agreements herein made on behalf of the Cap Trust is made
and intended
not as personal representations of the Cap Trustee but is made
and
intended for the purpose of binding only the Cap Trust; and (d)
under no
circumstances shall Citi in its individual capacity be personally
liable
for any payments hereunder or for the breach or failure of any
obligation,
representation, warranty or covenant made or undertaken under
this
Agreement.
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|
(o)
|
Severability.
If
any term, provision, covenant, or condition of this Agreement,
or the
application thereof to any party or circumstance, shall be held
to be
invalid or unenforceable (in whole or in part) in any respect,
the
remaining terms, provisions, covenants, and conditions hereof
shall
continue in full force and effect as if this Agreement had been
executed
with the invalid or unenforceable portion eliminated, so long
as this
Agreement as so modified continues to express, without material
change,
the original intentions of the parties as to the subject matter
of this
Agreement and the deletion of such portion of this Agreement
will not
substantially impair the respective benefits or expectations
of the
parties; provided, however, that this severability provision
shall not be
applicable if any provision of Section 2, 5, 6, or 13 (or any
definition
or provision in Section 14 to the extent it relates to, or is
used in or
in connection with any such Section) shall be so held to be invalid
or
unenforceable.
|
The
parties shall endeavor to engage in good faith negotiations to replace
any
invalid or unenforceable term, provision, covenant or condition with a
valid or
enforceable term, provision, covenant or condition, the economic effect
of which
comes as close as possible to that of the invalid or unenforceable term,
provision, covenant or condition.
|
(p)
|
Agent
for Party B. Party
A acknowledges that Citi, may act as Party B’s agent pursuant to the Cap
Administration Agreement to carry out certain functions on behalf
of Party
B in respect of this Confirmation, and that Citi shall be entitled
to give
notices and to perform and satisfy the obligations of Party B
hereunder on
behalf of Party B.
|
|
(q)
|
Escrow
Payments.
If
(whether by reason of the time difference between the cities
in which
payments are to be made or otherwise) it is not possible for
simultaneous
payments to be made on any date on which both parties are required
to make
payments hereunder, either Party may at its option and in its
sole
discretion notify the other Party that payments on that date
are to be
made in escrow. In this case deposit of the payment due earlier
on that
date shall be made by 2:00 pm (local time at the place for the
earlier
payment) on that date with an escrow agent selected by the notifying
party, accompanied by irrevocable payment instructions (i) to
release the
deposited payment to the intended recipient upon receipt by the
escrow
agent of the required deposit of any corresponding payment payable
by the
other party on the same date accompanied by irrevocable payment
instructions to the same effect or (ii) if the required deposit
of the
corresponding payment is not made on that same date, to return
the payment
deposited to the party that paid it into escrow. The party that
elects to
have payments made in escrow shall pay all costs of the escrow
arrangements.
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|
(r)
|
Consent
to Recording.
Each party hereto consents to the monitoring or recording, at
any time and
from time to time, by the other party of any and all communications
between trading, marketing, and operations personnel of the parties
and
their Affiliates, waives any further notice of such monitoring
or
recording, and agrees to notify such personnel of such monitoring
or
recording.
|
|
(s)
|
Waiver
of Jury Trial.
Each party waives any right it may have to a trial by jury in
respect of
any in respect of any suit, action or proceeding relating to
this
Agreement or any Credit Support Document.
|
|
(t)
|
Form
of ISDA Master Agreement. Party
A and Party B hereby agree that the text of the body of the ISDA
Master
Agreement is intended to be the printed form of the ISDA Master
Agreement
(Multicurrency -
Crossborder) as published and copyrighted in 1992 by the International
Swaps and Derivatives Association,
Inc.
|
|
(u)
|
Payment
Instructions.
Party A hereby agrees that, unless notified in writing by Party
B of other
payment instructions, any and all amounts payable by Party A
to Party B
under this Agreement shall be paid to the account specified in
Item 4 of
this Confirmation, below.
|
|
(v)
|
Additional
representations.
|
|
(i)
|
Representations
of Party A.
Party A represents to Party B on the date on which Party A enters
into
each Transaction that:--
|
|
(1)
|
Party
A’s obligations under this Agreement rank pari passu with all of
Party A’s
other unsecured, unsubordinated obligations except those obligations
preferred by operation of law.
|
|
(ii)
|
Capacity. Party
A represents to Party B on the date on which Party A enters into
this
Agreement that it is entering into the Agreement and the Transaction
as
principal and not as agent of any person. The Cap Trustee represents
to
Party A on the date on which the Cap Trustee executes this Agreement
that
it is executing the Agreement and the Transaction in its capacity
as Cap
Trustee.
|
(w)
Acknowledgements.
|
(i)
|
Substantial
financial transactions.
Each party hereto is hereby advised and acknowledges as of the
date hereof
that the other party has engaged in (or refrained from engaging
in)
substantial financial transactions and has taken (or refrained
from
taking) other material actions in reliance upon the entry by
the parties
into the Transaction being entered into on the terms and conditions
set
forth herein and in the Pooling and Servicing Agreement relating
to such
Transaction, as applicable. This paragraph shall be deemed repeated
on the
trade date of each Transaction.
|
|
(ii)
|
Bankruptcy
Code.
Subject to Part 5(m), without limiting the applicability if any,
of any
other provision of the U.S. Bankruptcy Code as amended (the “Bankruptcy
Code”) (including without limitation Sections 362, 546, 556, and 560
thereof and the applicable definitions in Section 101 thereof),
the
parties acknowledge and agree that all Transactions entered into
hereunder
will constitute “forward contracts” or “swap agreements” as defined in
Section 101 of the Bankruptcy Code or “commodity contracts” as defined in
Section 761 of the Bankruptcy Code, that the rights of the parties
under
Section 6 of this Agreement will constitute contractual rights
to
liquidate Transactions, that any margin or collateral provided
under any
margin, collateral, security, pledge, or similar agreement related
hereto
will constitute a “margin payment” as defined in Section 101 of the
Bankruptcy Code, and that the parties are entities entitled to
the rights
under, and protections afforded by, Sections 362, 546, 556, and
560 of the
Bankruptcy Code.
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|
(x)
|
Limitation
on Events of Default. Notwithstanding
the provisions of Sections 5 and 6, if at any time and so long
as Party B
has satisfied in full all its payment obligations under Section
2(a)(i)
and has at the time no future payment obligations, whether absolute
or
contingent, under such Section, then unless Party A is required
pursuant
to appropriate proceedings to return to Party B or otherwise
returns to
Party B upon demand of Party B any portion of any such payment,
(a) the
occurrence of an event described in Section 5(a) with respect
to Party
B
shall not constitute an Event of Default or Potential
Event of Default with respect to Party B as Defaulting Party
and (b) Party
A shall be entitled to designate an Early Termination Date pursuant
to
Section 6 only as a result of the occurrence of a Termination
Event set
forth in either Section 5(b)(i) or 5(b)(ii) with respect to Party
A as the
Affected Party, or Section 5(b)(iii) with respect to Party A
as the
Burdened Party. For purposes of the Transaction to which this
Agreement
relates, Party B’s only obligation under Section 2(a)(i) is to pay the
Fixed Amount on the Fixed Amount Payer Payment
Date.
|
(y)
Reserved.
(z)
Additional
Definitions.
As
used
in this Agreement, the following terms shall have the meanings set forth
below,
unless the context clearly requires otherwise:
“Approved
Ratings Threshold”
means
each of the S&P Approved Ratings Threshold and the Moody’s First Trigger
Ratings Threshold.
“Approved
Replacement” means,
with respect to a Market Quotation, an entity making such Market Quotation,
which entity would satisfy conditions (a), (b), (c) and (d) of the definition
of
Permitted Transfer (as determined by Party B in its sole discretion, acting
in a
commercially reasonable manner) if such entity were a Transferee, as defined
in
the definition of Permitted Transfer.
“Derivative
Provider Trigger Event”
means
(i) an Event of Default with respect to which Party A is a Defaulting Party,
(ii) a Termination Event with respect to which Party A is the sole Affected
Party or (iii) an Additional Termination Event with respect to which Party
A is
the sole Affected Party.
“Eligible
Guarantee”
means an
unconditional and irrevocable guarantee of all present and future obligations
(for the avoidance of doubt, not limited to payment obligations) of Party
A or
an Eligible Replacement to Party B under this Agreement that is provided
by an
Eligible Guarantor as principal debtor rather than surety and that is directly
enforceable by Party B, the form and substance of which guarantee are
subject to the Rating Agency Condition with respect to S&P, and either (A) a
law firm has given a legal opinion confirming that none of the guarantor’s
payments to Party B under such guarantee will be subject to Tax
collected by withholding or
(B)
such guarantee provides that, in the event that any of such guarantor’s payments
to Party B are subject to Tax collected by withholding, such guarantor
is
required to pay such additional amount as is necessary to ensure that the
net
amount actually received by Party B (free and clear of any Tax collected
by
withholding) will equal the full amount Party B would have received had
no such
withholding been required.
“Eligible
Guarantor” means
an
entity that (A) has credit ratings from S&P at least equal to the S&P
Approved Ratings Threshold and (B) has credit ratings from Moody’s at least
equal to the Moody’s Second Trigger Ratings Threshold provided, for the
avoidance of doubt, that an Eligible Guarantee of an Eligible Guarantor
with
credit ratings below the Approved Ratings Threshold will not cause a Collateral
Event (as defined in the Credit Support Annex) not to occur or
continue.
“Eligible
Replacement”
means an
entity (i) that (a) has credit ratings from S&P at least equal to the
S&P Approved Ratings Threshold and (b) has credit ratings from Moody’s at
least equal to the Moody’s Second Trigger Ratings Threshold, provided,
for the avoidance of doubt, that an Eligible Replacement of an Eligible
Guarantor with credit ratings below the Approved Ratings Threshold will
not
cause a Collateral Event (as defined in the Credit Support Annex) not to
occur
or continue or
(ii)
the present and future obligations (for the avoidance of doubt, not limited
to
payment obligations) of which entity to Party B under this Agreement are
guaranteed pursuant to an Eligible Guarantee.
“Firm
Offer”
means
(A) with respect to an Eligible Replacement, a quotation from such Eligible
Replacement (i) in an amount equal to the actual amount payable by or to
Party B
in consideration of an agreement between Party B and such Eligible Replacement
to replace Party A as the counterparty to this Agreement by way of novation
or,
if such novation is not possible, an agreement between Party B and such
Eligible
Replacement to enter into a Replacement Transaction (assuming that all
Transactions hereunder become Terminated Transactions), and (ii) that
constitutes an offer by such Eligible Replacement to replace Party A as
the
counterparty to this Agreement or enter a Replacement Transaction that
will
become legally binding upon such Eligible Replacement upon acceptance by
Party
B, and (B) with respect to an Eligible Guarantor, an offer by such Eligible
Guarantor to provide an Eligible Guarantee that will become legally binding
upon
such Eligible Guarantor upon acceptance by the offeree.
“Moody’s”
means
Xxxxx’x Investors Service, Inc., or any successor thereto.
“Moody’s
First Trigger Ratings Event” means
that no
Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
First Trigger Ratings Threshold.
“Moody’s
First Trigger Ratings Threshold” means,
with respect to Party A, the guarantor under an Eligible Guarantee or an
Eligible Replacement, (i) if such entity has a short-term unsecured and
unsubordinated debt rating from Moody’s, a long-term unsecured and
unsubordinated debt rating or counterparty rating from Moody’s of “A2” and a
short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-1”,
or (ii) if such entity does not have a short-term unsecured and unsubordinated
debt rating or counterparty rating from Moody’s, a long-term unsecured and
unsubordinated debt rating or counterparty rating from Moody’s of
“A1”.
“Moody’s
Second Trigger Ratings Event” means
that no
Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
Second Trigger Ratings Threshold.
“Moody’s
Second Trigger Ratings Threshold” means
,
with respect to Party A, the guarantor under an Eligible Guarantee or an
Eligible Replacement, (i) if such entity has a short-term unsecured and
unsubordinated debt rating from Moody’s, a long-term unsecured and
unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
or (ii) if such entity does not have a short-term unsecured and unsubordinated
debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
or counterparty rating from Moody’s of “A3”.
“Permitted
Transfer” means
a
transfer by novation by Party A pursuant to Section 6(b)(ii), Part 5(d),
Part
5(e), or the second sentence of Section 7 (as amended herein) to a transferee
(the “Transferee”)
of all,
but not less than all, of Party A’s rights, liabilities, duties and obligations
under this Agreement, with respect to which transfer each of the following
conditions is satisfied: (a) the Transferee is an Eligible Replacement;
(b)
Party A and the Transferee are both “dealers in notional principal contracts”
within the meaning of Treasury regulations section 1.1001-4; (c) as of
the date
of such transfer the Transferee would not be required to withhold or deduct
on
account of Tax from any payments under this Agreement or would be required
to
gross up for such Tax under Section 2(d)(i)(4); (d) an Event of Default
or
Termination Event would not occur as a result of such transfer; (e) pursuant
to
a written instrument (the “Transfer
Agreement”),
the
Transferee acquires and assumes all rights and obligations of Party A under
the
Agreement and the relevant Transaction; (f) Party B shall have determined,
in its sole discretion, acting in a commercially reasonable manner, that
such
Transfer Agreement is effective to transfer to the Transferee all, but
not less
than all, of Party A’s rights and obligations under the Agreement and all
relevant Transactions; (g) Party A will be responsible for any costs or
expenses
incurred in connection with such transfer (including any replacement cost
of
entering into a replacement transaction); (h) either (A) Moody’s has been given
prior written notice of such transfer and the Rating Agency Condition is
satisfied with respect to S&P or (B) each Rating Agency has been given prior
written notice of such transfer and such transfer is in connection with
the
assignment and assumption of this Agreement without modification of its
terms,
other than party names, dates relevant to the effective date of such transfer,
tax representations (provided that the representations in Part 2(a)(i)
are not
modified) and any other representations regarding the status of the substitute
counterparty of the type included in Part 5(b)(iv), Part 5(v)(i)(2) or
Part
5(v)(ii), notice information and account details; and (i) such transfer
otherwise complies with the terms of the Pooling and Servicing
Agreement.
“Rating
Agency”
means,
with respect to any date of determination, each of S&P and Moody’s, to the
extent that each such rating agency is then providing a rating for any
of the
Citigroup Mortgage Loan Trust 2007-AR1, Mortgage Pass-Through Certificates,
Series 2007-AR1
(the
“Certificates”) or any notes backed by the Certificates (the
“Notes”).
“Rating
Agency Condition”
means,
with respect to any particular proposed act or omission to act hereunder
and
each Rating Agency specified in connection with such proposed act or omission,
that the party acting or failing to act must consult with each of the specified
Rating Agencies and receive from each such Rating Agency a prior written
confirmation that the proposed action or inaction would not cause a downgrade
or
withdrawal of the then-current rating of any Certificates or Notes.
“Relevant
Entity” means
Party A and, to the extent applicable, a guarantor under an Eligible
Guarantee.
“Replacement
Transaction”
means,
with respect to any Terminated Transaction or group of Terminated Transactions,
a transaction or group of transactions that (i) would have the effect of
preserving for Party B the economic equivalent of any payment or delivery
(whether the underlying obligation was absolute or contingent and assuming
the
satisfaction of each applicable condition precedent) by the parties under
Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
Transactions that would, but for the occurrence of the relevant Early
Termination Date, have been required after that Date, and (ii) has terms
which
are substantially the same as this Agreement, including, without limitation,
rating triggers, Regulation AB compliance, and credit support documentation,
save for the exclusion of provisions relating to Transactions that are
not
Terminated Transaction, as determined by Party B in its sole discretion,
acting
in a commercially reasonable manner.
“Required
Ratings Downgrade Event”
means
that
no
Relevant Entity has credit ratings from a Swap Rating Agency at least equal
to
the Required Ratings Threshold for that Rating Agency.
“Required
Ratings Threshold” means
each of the S&P Required Ratings Threshold and the Moody’s Second Trigger
Ratings has occurred and is continuing..
“S&P”
means
Standard & Poor's Rating Services, a division of The XxXxxx-Xxxx Companies,
Inc., or any successor thereto.
“S&P
Approved Ratings Event” means
an
event which is deemed to occur with respect to Party A on any day on which
no
Relevant Entity has current credit ratings from S&P at least equal to the
S&P Approved Ratings Threshold.
“S&P
Approved Ratings Threshold”
means,
with
respect to Party A, the guarantor under an Eligible Guarantee or an Eligible
Replacement,
a
short-term unsecured and unsubordinated debt rating from S&P of “A-1”, or,
if such entity does not have a short-term unsecured and unsubordinated
debt
rating from S&P, a long-term unsecured and unsubordinated debt rating or
counterparty rating from S&P of “A+”.
“S&P
Required Ratings Event”
means an
event which is deemed to occur with respect to Party A on any day on which
no
Relevant Entity has current credit ratings from S&P at least equal to the
S&P Required Ratings Threshold.
“S&P
Required Ratings Threshold”
means a
long-term unsecured and unsubordinated debt rating or counterparty rating
from
S&P of “BBB+”.
[Remainder
of this page intentionally left blank.]
4. Account
Details and Settlement Information:
|
Payments
to Party A:
|
JPMorgan
Chase Bank
|
|
ABA#
000000000
|
|
|
SWIFT:
XXXXXX00
|
|
|
Account
of: Swiss Re Financial Products
|
|
|
Account
No.: 066-911184
|
|
|
Payments
to Party B:
|
Citibank.
|
|
Wire:
Citibank, N.A
|
|
|
ABA#000000000
|
|
|
Acct.
Structured Finance Incoming Wire Account Acct No.
3617-2242
|
|
|
Ref:
CMLTI 2007-AR1- A/C#106332
|
This
Agreement may be executed in several counterparts, each of which shall
be deemed
an original but all of which together shall constitute one and the same
instrument.
We
are
very pleased to have executed this Transaction with you and we look forward
to
completing other transactions with you in the near future.
Very
truly yours,
SWISS
RE
FINANCIAL PRODUCTS CORPORATION
|
By:
|
|
|
Name:
|
|
|
Title:
|
Party
B,
acting through its duly authorized signatory, hereby agrees to, accepts
and
confirms the terms of the foregoing as of the date hereof.
Citibank,
N.A., in its capacity as cap trustee for the trust created pursuant to
the Cap
Administration Agreement with respect to the Citigroup Mortgage Loan Trust
Inc.,
Asset-Backed Pass-Through Certificates, Series 2007-AR1
|
By:
|
|
|
Name:
|
|
|
Title:
|
SCHEDULE
I
Amortization
Schedule,
subject
to adjustment in accordance with the Following Business Day
Convention
|
From
and including
|
To
but excluding
|
Notional
Amount (USD)
|
|
January
29, 2007
|
February
25, 2007
|
748,498,350.00
|
|
February
25, 2007
|
March
25, 2007
|
732,485,647.00
|
|
March
25, 2007
|
April
25, 2007
|
715,312,901.00
|
|
April
25, 2007
|
May
25, 2007
|
697,225,345.10
|
|
May
25, 2007
|
June
25, 2007
|
678,157,428.60
|
|
June
25, 2007
|
July
25, 2007
|
658,183,541.80
|
|
July
25, 2007
|
August
25, 2007
|
637,300,626.50
|
|
August
25, 2007
|
September
25, 2007
|
615,696,865.30
|
|
September
25, 2007
|
October
25, 2007
|
593,822,875.20
|
|
October
25, 2007
|
November
25, 2007
|
572,014,860.80
|
|
November
25, 2007
|
December
25, 2007
|
550,871,097.40
|
|
December
25, 2007
|
January
25, 2008
|
530,495,923.80
|
|
January
25, 2008
|
February
25, 2008
|
510,867,569.50
|
|
February
25, 2008
|
March
25, 2008
|
491,957,938.70
|
|
March
25, 2008
|
April
25, 2008
|
473,737,899.20
|
|
April
25, 2008
|
May
25, 2008
|
456,183,503.30
|
|
May
25, 2008
|
June
25, 2008
|
439,272,103.10
|
|
June
25, 2008
|
July
25, 2008
|
422,965,032.90
|
|
July
25, 2008
|
August
25, 2008
|
407,253,524.30
|
|
August
25, 2008
|
September
25, 2008
|
392,108,700.60
|
|
September
25, 2008
|
October
25, 2008
|
377,515,831.00
|
|
October
25, 2008
|
November
25, 2008
|
363,442,215.50
|
|
November
25, 2008
|
December
25, 2008
|
349,883,159.20
|
|
December
25, 2008
|
January
25, 2009
|
336,812,426.20
|
|
January
25, 2009
|
February
25, 2009
|
324,215,754.40
|
|
February
25, 2009
|
March
25, 2009
|
312,079,614.20
|
|
March
25, 2009
|
April
25, 2009
|
300,386,063.50
|
|
April
25, 2009
|
May
25, 2009
|
289,113,103.50
|
|
May
25, 2009
|
June
25, 2009
|
278,239,361.50
|
|
June
25, 2009
|
July
25, 2009
|
267,710,719.60
|
|
July
25, 2009
|
August
25, 2009
|
257,505,430.90
|
|
August
25, 2009
|
September
25, 2009
|
247,324,433.10
|
|
September
25, 2009
|
October
25, 2009
|
236,951,469.10
|
|
October
25, 2009
|
November
25, 2009
|
226,317,191.00
|
|
November
25, 2009
|
December
25, 2009
|
216,013,636.90
|
|
December
25, 2009
|
January
25, 2010
|
206,160,108.00
|
|
January
25, 2010
|
February
25, 2010
|
196,745,063.90
|
|
February
25, 2010
|
March
25, 2010
|
189,256,633.30
|
|
March
25, 2010
|
April
25, 2010
|
180,661,086.60
|
|
April
25, 2010
|
May
25, 2010
|
172,448,146.10
|
|
May
25, 2010
|
June
25, 2010
|
164,600,778.60
|
|
June
25, 2010
|
July
25, 2010
|
157,102,716.10
|
|
July
25, 2010
|
August
25, 2010
|
149,938,425.70
|
|
August
25, 2010
|
September
25, 2010
|
143,093,053.10
|
|
September
25, 2010
|
October
25, 2010
|
136,552,369.20
|
|
October
25, 2010
|
November
25, 2010
|
130,302,873.50
|
|
November
25, 2010
|
December
25, 2010
|
124,331,142.30
|
|
December
25, 2010
|
January
25, 2011
|
118,625,315.60
|
|
January
25, 2011
|
February
25, 2011
|
113,173,511.70
|
|
February
25, 2011
|
March
25, 2011
|
107,964,432.40
|
|
March
25, 2011
|
April
25, 2011
|
102,987,284.70
|
|
April
25, 2011
|
May
25, 2011
|
98,231,740.67
|
|
May
25, 2011
|
June
25, 2011
|
93,687,947.16
|
|
June
25, 2011
|
July
25, 2011
|
89,346,463.97
|
|
July
25, 2011
|
August
25, 2011
|
85,198,280.95
|
|
August
25, 2011
|
September
25, 2011
|
81,234,767.38
|
|
September
25, 2011
|
October
25, 2011
|
77,447,033.22
|
|
October
25, 2011
|
November
25, 2011
|
73,826,382.22
|
Annex
A
Paragraph
13 of the Credit Support Annex
ANNEX
A
ISDA®
CREDIT
SUPPORT ANNEX
to
the
Schedule to the
ISDA
Master Agreement
dated
as
of January 31, 2007, between
Swiss
Re
Financial Products Corporation (hereinafter referred to as “Party
A”
or
“Pledgor”)
and
Citibank,
N.A., in its capacity as cap trustee (the “Cap Trustee”) for the trust created
pursuant to the Cap Administration Agreement (the “Cap Trust”) with respect to
the Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates,
Series 2007-AR1 (the “Trustee”) (hereinafter
referred to as “Party
B”
or
“Secured
Party”).
For
the
avoidance of doubt, and notwithstanding anything to the contrary that may
be
contained in the Agreement, this Credit Support Annex shall relate solely
to the
Transaction documented in the Confirmation dated January 31, 2007, between
Party
A and Party B, Reference Number SRFP reference # 1245218.
Paragraph
13. Elections and Variables.
| (a) |
Security
Interest for “Obligations”.
The term “Obligations”
as
used in this Annex includes the following additional
obligations:
|
With
respect to Party A: not applicable.
With
respect to Party B: not applicable.
| (b) |
Credit
Support Obligations.
|
| (i) |
Delivery
Amount, Return Amount and Credit Support
Amount.
|
| (A) |
“Delivery
Amount”
has the meaning specified in Paragraph 3(a) as amended (I) by deleting
the
words “upon a demand made by the Secured Party on or promptly following
a
Valuation Date” and inserting in lieu thereof the words “not later than
the close of business on each Valuation Date” and (II) by deleting in its
entirety the sentence beginning “Unless otherwise specified in Paragraph
13” and ending “(ii) the Value as of that Valuation Date of all Posted
Credit Support held by the Secured Party.” and inserting in lieu thereof
the following:
|
The
“Delivery
Amount”
applicable to the Pledgor for any Valuation Date will equal the greatest
of:
| (1) |
the
amount by which (a) the S&P Credit Support Amount for such Valuation
Date exceeds (b) the S&P Value as of such Valuation Date of all Posted
Credit Support held by the Secured Party,
|
| (2) |
the
amount by which (a) the Moody’s First Trigger Credit Support Amount for
such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
Valuation Date of all Posted Credit Support held by the Secured
Party,
and
|
| (3) |
the
amount by which (a) the Moody’s Second Trigger Credit Support Amount for
such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
such Valuation Date of all Posted Credit Support held by the Secured
Party.
|
| (B) |
“Return
Amount”
has the meaning specified in Paragraph 3(b) as amended by deleting
in its
entirety the sentence beginning “Unless otherwise specified in Paragraph
13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
thereof the following:
|
The
“Return
Amount”
applicable to the Secured Party for any Valuation Date will equal the least
of
| (1) |
the
amount by which (a) the S&P Value as of such Valuation Date of all
Posted Credit Support held by the Secured Party exceeds (b) the
S&P
Credit Support Amount for such Valuation Date,
|
| (2) |
the
amount by which (a) the Moody’s First Trigger Value as of such Valuation
Date of all Posted Credit Support held by the Secured Party exceeds
(b)
the Moody’s First Trigger Credit Support Amount for such Valuation Date,
and
|
| (3) |
the
amount by which (a) the Moody’s Second Trigger Value as of such Valuation
Date of all Posted Credit Support held by the Secured Party exceeds
(b)
the Moody’s Second Trigger Credit Support Amount for such Valuation
Date.
|
| (C) |
“Credit
Support Amount”
of
Paragraph 3 shall not apply. For purposes of calculating any Delivery
Amount or Return Amount pursuant to Paragraphs 13(b)(i)(A) or 13(b)(i)(B)
above for any Valuation Date, reference shall be made to the S&P
Credit Support Amount, the Moody’s First Trigger Credit Support Amount, or
the Moody’s Second Trigger Credit Support Amount, in each case for such
Valuation Date.
|
| (ii) |
Eligible
Collateral.
|
On
any
date, the items set forth on the schedule of Eligible Collateral attached
as
Schedule A hereto will qualify as “Eligible
Collateral”
(for
the avoidance of doubt, all Eligible Collateral to be denominated in
USD):
| (iii) |
Other
Eligible Support.
|
The
following items will qualify as “Other
Eligible Support”
for the
party specified:
Not
applicable.
| (iv) |
Threshold.
|
| (A) |
“Independent
Amount”
means zero with respect to Party A and Party
B.
|
| (B) |
“Threshold”
means, with respect to Party A and any Valuation Date, zero if
(i) a
Collateral Event has occurred and has been continuing (x) for at
least 30
days or (y) since this Annex was executed, or (ii) a S&P Required
Ratings Downgrade Event has occurred and is continuing; otherwise,
infinity.
|
“Threshold”
means,
with respect to Party B and any Valuation Date, infinity.
| (C) |
“Minimum
Transfer Amount” means
USD 100,000 with respect to Party A and Party B; provided, however,
that
if the aggregate Certificate Principal Balance and note principal
balance
of Certificates and Notes rated by S&P ceases to be more than USD
50,000,000, the “Minimum
Transfer Amount”
shall be USD 50,000.
|
| (D) |
Rounding:
The Delivery Amount will be rounded up to the nearest integral
multiple of
USD 10,000. The Return Amount will be rounded down to the nearest
integral
multiple of USD 10,000.
|
| (c) |
Valuation
and Timing.
|
| (i) |
“Valuation
Agent”
means Party A; provided, however, that if an Event of Default shall
have
occurred with respect to which Party A is the Defaulting Party,
Party B
shall have the right to designate as Valuation Agent an independent
party,
reasonably acceptable to Party A, the cost for which shall be borne
by
Party A. All calculations by the Valuation Agent must be made in
accordance with standard market practice, including, in the event
of a
dispute as to the Value of any Eligible Credit Support or Posted
Credit
Support, by making reference to quotations received by the Valuation
Agent
from one or more Pricing Sources.
|
| (ii) |
“Valuation
Date” means
(A) the first Local Business Day in each week on which any of the
S&P
Credit Support Amount, the Moody’s First Trigger Credit Support Amount or
the Moody’s Second Trigger Credit Support Amount is greater than zero, and
(B), if no Relevant Entity has a long-term unsubordinated and unsecured
debt rating of at least BBB+ from S&P, also the last Local Business
Day in each calendar month.
|
| (iii) |
“Valuation
Time” means
the close of business in the city of the Valuation Agent on the
Local
Business Day immediately preceding the Valuation Date or date of
calculation, as applicable; provided
that the calculations of Value and Exposure will be made as of
approximately the same time on the same date. The Valuation Agent
will
notify each party (or the other party, if the Valuation Agent is
a party)
of its calculations not later than the Notification Time on the
applicable
Valuation Date (or in the case of Paragraph 6(d), the Local Business
Day
following the day on which such relevant calculations are
performed).”
|
| (iv) |
“Notification
Time” means
11:00 a.m., New York time, on a Local Business Day.
|
| (v) |
External
Verification.
Notwithstanding anything to the contrary in the definitions of
Valuation
Agent or Valuation Date, at any time at which Party A (or, to the
extent
applicable, its Credit Support Provider) does not have a long-term
unsubordinated and unsecured debt rating of at least “BBB+” from S&P,
the Valuation Agent shall (A) calculate the Secured Party’s Exposure and
the S&P Value of Posted Credit Suppport on each Valuation Date based
on internal marks and (B) verify such calculations with external
marks
monthly by obtaining on the last Local Business Day of each calendar
month
two external marks for each Transaction to which this Annex relates
and
for all Posted Credit Suport; such verification of the Secured
Party’s
Exposure shall be based on the higher of the two external marks.
Each
external xxxx in respect of a Transaction shall be obtained from
an
independent Reference Market-maker that would be eligible and willing
to
enter into such Transaction in the absence of the current derivative
provider, provided that an external xxxx xxx not be obtained from
the same
Reference Market-maker more than four times in any 12-month period.
The
Valuation Agent shall obtain these external marks directly or through
an
independent third party, in either case at no cost to Party B.
The
Valuation Agent shall calculate on each Valuation Date (for purposes
of
this paragraph, the last Local Business Day in each calendar month
referred to above shall be considered a Valuation Date) the Secured
Party’s Exposure based on the greater of the Valuation Agent’s internal
marks and the external marks received. If the S&P Value on any such
Valuation Date of all Posted Credit Support then held by the Secured
Party
is less than the S&P Credit Support Amount on such Valuation Date (in
each case as determined pursuant to this paragraph), Party A shall,
within
three Local Business Days of such Valuation Date, Transfer to the
Secured
Party Eligible Credit Support having an S&P Value as of the date of
Transfer at least equal to such deficiency.
|
| (vi) |
Notice
to S&P.
At
any time at which Party A (or, to the extent applicable, its Credit
Support Provider) does not have a long-term unsubordinated and
unsecured
debt rating of at least “BBB+” from S&P, the Valuation Agent shall
provide to S&P not later than the Notification Time on the Local
Business Day following each Valuation Date its calculations of
the Secured
Party’s Exposure and the S&P Value of any Eligible Credit Support or
Posted Credit Support for that Valuation Date. The Valuation Agent
shall
also provide to S&P any external marks received pursuant to the
preceding paragraph.
|
| (d) |
Conditions
Precedent and Secured Party’s Rights and
Remedies.
The following Termination Events will be a “Specified
Condition”
for the party specified (that party being the Affected Party if
the
Termination Event occurs with respect to that party): With respect
to
Party A: any Additional Termination Event with respect to which
Party A is
the sole Affected Party. With respect to Party B:
None.
|
| (e) |
Substitution.
|
| (i) |
“Substitution
Date”
has the meaning specified in Paragraph
4(d)(ii).
|
| (ii) |
Consent.
If
specified here as applicable, then the Pledgor must obtain the
Secured
Party’s consent for any substitution pursuant to Paragraph 4(d):
Inapplicable.
|
| (f) |
Dispute
Resolution.
|
| (i) |
“Resolution
Time”
means 1:00 p.m. New York time on the Local Business Day following
the date
on which the notice of the dispute is given under Paragraph
5.
|
| (ii) |
Value.
Notwithstanding anything to the contrary in Paragraph 12, for the
purpose
of Paragraphs 5(i)(C) and 5(ii), the S&P Value, the Xxxxx’x First
Trigger Value, and the Xxxxx’x Second Trigger Value, on any date, of
Eligible Collateral other than Cash will be calculated as follows:
|
For
Eligible Collateral in the form of securities listed in Paragraph 13(b)(ii):
the
sum of (A) the product of (1)(x) the bid price at the Valuation Time for
such
securities on the principal national securities exchange on which such
securities are listed, or (y) if such securities are not listed on a national
securities exchange, the bid price for such securities quoted at the Valuation
Time by any principal market maker for such securities selected by the Valuation
Agent, or (z) if no such bid price is listed or quoted for such date, the
bid
price listed or quoted (as the case may be) at the Valuation Time for the
day
next preceding such date on which such prices were available and (2) the
applicable Valuation Percentage for such Eligible Collateral, and (B) the
accrued interest on such securities (except to the extent Transferred to
the
Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable price
referred to in the immediately preceding clause (A)) as of such
date.
| (iii) |
Alternative.
The provisions of Paragraph 5 will
apply.
|
| (g) |
Holding
and Using Posted
Collateral.
|
| (i) |
Eligibility
to Hold Posted Collateral; Custodians. Party
B (or any Custodian) will be entitled to hold Posted Collateral
pursuant
to Paragraph 6(b).
|
Party
B
may appoint as Custodian (A) the entity then serving as Cap Trustee or (B)
any
entity other than the entity then serving as Cap Trustee if such other entity
(or, to the extent applicable, its parent company or credit support provider)
shall then have a short-term unsecured and unsubordinated debt rating from
S&P of at least “A-1.”
Initially,
the Custodian
for
Party B is: The Cap Trustee.
| (ii) |
Use
of Posted Collateral. The
provisions of Paragraph 6(c)(i) will not apply to Party B, but
the
provisions of Paragraph 6(c)(ii) will apply to Party B.
|
| (h) |
Distributions
and Interest Amount.
|
| (i) |
Interest
Rate.
The “Interest
Rate”
will be the actual interest rate earned on Posted Collateral in
the form
of Cash that is held by Party B or its Custodian. Posted Collateral
in the
form of Cash shall be invested in such overnight (or redeemable
within two
Local Business Days of demand) Permitted Investments (as
defined, for the purposes of this Paragraph 13(h)(i), in the Pooling
and
Servicing Agreement)
rated at least (x) AAAm or AAAm-G by S&P and (y) Prime-1 by Xxxxx’x or
Aaa by Xxxxx’x, as directed by Party A (unless (x) an Event of Default or
an Additional Termination Event has occurred and
is continuing
with respect to which Party A is the defaulting or sole Affected
Party or
(y) an Early Termination Date has been designated, in which case
such
Posted Collateral shall be held uninvested). Gains and losses incurred
in
respect of any investment of Posted Collateral in the form of Cash
in
Permitted Investments as directed by Party A shall be for the account
of
Party A.
|
| (ii) |
Transfer
of Interest Amount.
The Transfer of the Interest Amount will be made on the second
Local
Business Day following the end of each calendar month and on any
other
Local Business Day on which Posted Collateral in the form of Cash
is
Transferred to the Pledgor pursuant to Paragraph 3(b); provided,
however,
that the obligation of Party B to Transfer any Interest Amount
to Party A
shall be limited to the extent that Party B has earned and received
such
funds and such funds are available to Party B.
|
| (iii) |
Alternative
to Interest Amount.
The provisions of Paragraph 6(d)(ii) will
apply.
|
| (i) |
Additional
Representation(s).
There are no additional representations by either
party.
|
| (j) |
Other
Eligible Support and Other Posted Support.
|
| (i) |
“Value”
with respect to Other Eligible Support and Other Posted Support
means: not
applicable.
|
| (ii) |
“Transfer”
with respect to Other Eligible Support and Other Posted Support
means: not
applicable.
|
| (k) |
Demands
and Notices.All
demands, specifications and notices under this Annex will be made
pursuant
to the Notices Section of this Agreement, except that any demand,
specification or notice shall be given to or made at the following
addresses, or at such other address as the relevant party may from
time to
time designate by giving notice (in accordance with the terms of
this
paragraph) to the other party:
|
If
to
Party A, at the address specified pursuant to the Notices Section of this
Agreement.
If
to
Party B, at the address specified pursuant to the Notices Section of this
Agreement.
If
to
Party B’s Custodian: Same as Party B
| (l) |
Address
for Transfers.
Each Transfer hereunder shall be made to the address specified
below or to
an address specified in writing from time to time by the party
to which
such Transfer will be made.
|
|
Party
A account details:
|
JPMorgan
Chase Bank
|
|
|
SWIFT:
|
XXXXXX00
|
|
|
Account
of:
|
Swiss
Re Financial Products
|
|
|
Account
No.:
|
066-911184
|
|
|
ABA#:
|
000000000
|
|
|
Party
B’s Custodian account details:
|
Citibank.
|
|
|
Wire:
Citibank, N.A
|
||
|
ABA#000000000
|
||
|
Acct.
Structured Finance Incoming Wire Account Acct No.
3617-2242
|
||
|
Ref:
CMLTI 2007-AR1- A/C#106332
|
| (m) |
Other
Provisions.
|
| (i) |
Collateral
Account.
Party B shall open and maintain a segregated account, which shall
be an
Eligible Account (as such term is defined in the Pooling and Servicing
Agreement), and hold, record and identify all Posted Collateral
in such
segregated account.
|
| (ii) |
Agreement
as to Single Secured Party and Single Pledgor.
Party A and Party B hereby agree that, notwithstanding anything
to the
contrary in this Annex, (a) the term “Secured Party” as used in this Annex
means only Party B, (b) the term “Pledgor” as used in this Annex means
only Party A, (c) only Party A makes the pledge and grant in Paragraph
2,
the acknowledgement in the final sentence of Paragraph 8(a) and
the
representations in Paragraph 9.
|
| (iii) |
Calculation
of Value.
Paragraph 4(c) is hereby amended by deleting the word “Value” and
inserting in lieu thereof “S&P Value, Xxxxx’x First Trigger Value,
Xxxxx’x Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended by (A)
deleting the words “a Value” and inserting in lieu thereof “an S&P
Value, Xxxxx’x First Trigger Value, and Xxxxx’x Second Trigger Value” and
(B) deleting the words “the Value” and inserting in lieu thereof “S&P
Value, Xxxxx’x First Trigger Value, and Xxxxx’x Second Trigger Value”.
Paragraph 5 (flush language) is hereby amended by deleting the
word
“Value” and inserting in lieu thereof “S&P Value, Xxxxx’x First
Trigger Value, or Xxxxx’x Second Trigger Value”. Paragraph 5(i) (flush
language) is hereby amended by deleting the word “Value” and inserting in
lieu thereof “S&P Value, Xxxxx’x First Trigger Value, and Xxxxx’x
Second Trigger Value”. Paragraph 5(i)(C) is hereby amended by deleting the
word “the Value, if” and inserting in lieu thereof “any one or more of the
S&P Value, Xxxxx’x First Trigger Value, or Xxxxx’x Second Trigger
Value, as may be”. Paragraph 5(ii) is hereby amended by (1) deleting the
first instance of the words “the Value” and inserting in lieu thereof “any
one or more of the S&P Value, Xxxxx’x First Trigger Value, or Xxxxx’x
Second Trigger Value” and (2) deleting the second instance of the words
“the Value” and inserting in lieu thereof “such disputed S&P Value,
Xxxxx’x First Trigger Value, or Xxxxx’x Second Trigger Value”. Each of
Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended by
deleting
the word “Value” and inserting in lieu thereof “least of the S&P
Value, Xxxxx’x First Trigger Value, and Xxxxx’x Second Trigger Value”.
|
| (iv) |
Form
of Annex. Party
A and Party B hereby agree that the text of Paragraphs 1 through
12,
inclusive, of this Annex is intended to be the printed form of
ISDA Credit
Support Annex (Bilateral Form - ISDA Agreements Subject to New
York Law
Only version) as published and copyrighted in 1994 by the International
Swaps and Derivatives Association,
Inc.
|
| (v) |
Events
of Default.
Paragraph 7 will not apply to cause any Event of Default to exist
with
respect to Party B except that Paragraph 7(i) will apply to Party
B solely
in respect of Party B’s obligations under Paragraph 3(b) of the Credit
Support Annex. Notwithstanding anything to the contrary in Paragraph
7,
any failure by Party A to comply with or perform any obligation
to be
complied with or performed by Party A under the Credit Support
Annex shall
only be an Event of Default if (A) a
Required Ratings Downgrade Event has occurred and been continuing
for 30
or more Local Business Days, and (B) such failure is not remedied
on or
before the third Local Business Day after notice of such failure
is given
to Party A.
|
| (vi) |
Expenses.
Notwithstanding anything to the contrary in Paragraph 10, the Pledgor
will
be responsible for, and will reimburse the Secured Party for, all
transfer
and other taxes and other costs involved in any Transfer of Eligible
Collateral.
|
| (vii) |
Withholding.
Paragraph 6(d)(ii) is hereby amended by inserting immediately after
“the
Interest Amount” in the fourth line thereof the words “less any applicable
withholding taxes.”
|
| (viii) |
Reserved.
|
(ix) Additional
Definitions.
As used
in this Annex:
“Collateral
Event” means
that no Relevant Entity has credit ratings at least equal to the Approved
Ratings Threshold.
“DV01”
means,
with respect to a Transaction and any date of determination, the estimated
change in the Secured Party’s Transaction Exposure with respect to such
Transaction that would result from a one basis point change in the relevant
swap
curve on such date, as determined by the Valuation Agent in good faith and
in a
commercially reasonable manner. The Valuation Agent shall, upon request of
Party
B, provide to Party B a statement showing in reasonable detail such
calculation.
“Exposure”
has the meaning specified in Paragraph 12, except that after the word
“Agreement” the words “(assuming, for this purpose only, that Part 1(f) of the
Schedule is deleted)” shall be inserted.
“Local
Business Day”
means,
for the purposes of this Annex: any day on which (A) commercial banks are
open
for business (including dealings in foreign exchange and foreign currency
deposits) in New York and the location of Party A, Party B and any Custodian,
and (B) in relation to a Transfer of Eligible Collateral, any day on which
the
clearance system agreed between the parties for the delivery of Eligible
Collateral is open for acceptance and execution of settlement instructions
(or
in the case of a Transfer of Cash or other Eligible Collateral for which
delivery is contemplated by other means a day on which commercial banks are
open
for business (including dealings in foreign exchange and foreign deposits)
in
New York and the location of Party A, Party B and any Custodian.
“Xxxxx’x
First Trigger Credit Support Amount” means,
for any Valuation Date, the excess, if any, of
|
(I)
|
(A)
|
for
any Valuation Date on which (I) a Xxxxx’x First Trigger Ratings Event has
occurred and has been continuing (x) for at least 30 Local Business
Days
or (y), since this Annex was executed and (II) it is not the case
that a
Xxxxx’x Second Trigger Ratings Event has occurred and been continuing
for
at least 30 Local Business Days, an amount equal to the greater
of (a)
zero and (b) the sum of (i) the Secured Party’s Exposure for such
Valuation Date and (ii) the sum, for each Transaction to which
this Annex
relates, of
|
the
least
of (x) the product of the Xxxxx’x First Trigger DV01 Multiplier and DV01 for
such Transaction and such Valuation Date and (y) the product of Xxxxx’x First
Trigger Notional Amount Multiplier and the Notional Amount for such Transaction
for the Calculation Period which includes such Valuation Date;
and (z)
the
product of the applicable Xxxxx’x First Trigger Factor set forth in Table 1 and
the Notional Amount for such Transaction for the Calculation Period which
includes such Valuation Date; or
|
(B)
|
for
any other Valuation Date, zero,
over
|
(II)
the
Threshold for Party A for such Valuation Date.
“Xxxxx’x
First Trigger DV01 Multiplier”
means
25.
“Xxxxx’x
First Trigger Value”
means,
on any Valuation Date with respect to any Eligible Collateral other than
Cash,
the product of bid price obtained by the Valuation Agent multiplied by the
Xxxxx’x First Trigger Valuation Percentage for such Eligible Collateral set
forth in Paragraph 13(b)(ii.
“Xxxxx’x
First Trigger Notional Amount Multiplier”
means
4%.
“Xxxxx’x
Second Trigger Credit Support Amount”
means,
for any Valuation Date, the excess, if any, of:
|
(I)
|
(A)
|
for
any Valuation Date on which it is the case that a Xxxxx’x Second Trigger
Ratings Event has occurred and been continuing for at least 30
Local
Business Days, an amount equal to the greatest of (a) zero, (b)
the
aggregate amount of the next payment due to be paid by Party A
under each
Transaction to which this Annex relates, and (c) the sum of (x)
the
Secured Party’s Exposure for such Valuation Date and (y) the sum, for each
Transaction to which this Annex relates, of
|
(1)
if such Transaction is not a Transaction-Specific Hedge,
[the
lesser of (i) the product of the Xxxxx’x Second Trigger DV01 Multiplier and DV01
for such Transaction and such Valuation Date and (ii) the product of the
Xxxxx’x
Second Trigger Notional Amount Multiplier and the Notional Amount for such
Transaction for the Calculation Period which includes such Valuation Date;
[the
product of the applicable Xxxxx’x Second Trigger Factor set forth in Table 2 and
the Notional Amount for such Transaction for the Calculation Period which
includes such Valuation Date;
or
(2)
if such Transaction is a Transaction-Specific Hedge,
[the
lesser of (i) the product of the Xxxxx’x Second Trigger Transaction-Specific
Hedge DV01 Multiplier and DV01 for such Transaction and such date and (ii)
the
product of the Xxxxx’x Second Trigger Transaction-Specific Hedge Notional Amount
Multiplier and the Notional Amount for such Transaction for the Calculation
Period which includes such Valuation Date;
[the
product of the applicable Xxxxx’x Second Trigger Factor set forth in Table 3 and
the Notional Amount for such Transaction for the Calculation Period which
includes such Valuation Date; or
|
(B)
|
for
any other Valuation Date, zero,
over
|
(II)
the
Threshold for Party A for such Valuation Date.
“Xxxxx’x
Second Trigger DV01 Multiplier”
means
60.
“Xxxxx’x
Second Trigger Transaction-Specific Hedge DV01
Multiplier”
means
75.
“Xxxxx’x
Second Trigger Transaction-Specific Hedge Notional Amount
Multiplier”
means
11%.
“Xxxxx’x
Second Trigger Value”
means,
on any Valuation Date with respect to any Eligible Collateral other than
Cash,
the product of the bid price obtained by the Valuation Agent multiplied by
the
Xxxxx’x Second Trigger Valuation Percentage for such Eligible Collateral set
forth in Paragraph 13(b)(ii).
“Xxxxx’x
Second Trigger Notional Amount Multiplier”
means
9%.
“Pricing
Sources”
means
the sources of financial information commonly known as Bloomberg, Bridge
Information Services, Data Resources Inc., Interactive Data Services,
International Securities Market Association, Xxxxxxx Xxxxx Securities Pricing
Service, Xxxxxx Data Corporation, Reuters, Wood Gundy, Trepp Pricing, XX
Xxxxx,
S&P and Telerate.
“S&P
Approved Ratings Downgrade Event”
means
that no Relevant Entity has credit ratings at least equal to the S&P
Approved Ratings Threshold.
“S&P
Credit Support Amount”
means,
for any Valuation Date, the excess, if any, of:
|
(I)
|
(A)
|
for
any Valuation Date on which (i) a S&P Approved Ratings Event has
occurred and is continuing for at least 30 days or (ii) a S&P Required
Ratings Event has occurred and is continuing, an amount equal to
the sum
of (1) 100.0% of the Secured Party’s Exposure for such Valuation Date and
(2) the sum, for each Transaction to which this Annex relates,
of the
product of the Volatility Buffer for such Transaction and the Notional
Amount of such Transaction for the Calculation Period of such Transaction
which includes such Valuation Date, or
|
|
(B)
|
for
any other Valuation Date, zero,
over
|
(II)
the
Threshold for Party A for such Valuation Date.
“S&P
Required Ratings Downgrade Event”
means
that no Relevant Entity has credit ratings at least equal to the S&P
Required Ratings Threshold.
“S&P
Value”
means,
on any Valuation Date with respect to any Eligible Collateral other than
Cash,
the product of the (A) the bid price obtained by the Valuation Agent for
such
Eligible Collateral and (B) the S&P Valuation Percentage for such Eligible
Collateral set forth in paragraph 13(b)(ii).
“Transaction
Exposure”
means,
for any Transaction, Exposure determined as if such Transaction were the
only
Transaction between the Secured Party and the Pledgor.
“Transaction-Specific
Hedge” means
any
Transaction that is an interest rate cap, interest rate floor or interest
rate
swaption, or an interest rate swap if (x) the notional amount of the interest
rate swap is “balance guaranteed” or (y) the notional amount of the interest
rate swap for any Calculation Period otherwise is not a specific dollar amount
that is fixed at the inception of the Transaction.
“Valuation
Percentage”
shall
mean, for purposes of determining the S&P Value, the Xxxxx’x First Trigger
Value, or the Xxxxx’x Second Trigger Value with respect to any Eligible
Collateral or Posted Collateral, the applicable S&P Valuation Percentage,
Xxxxx’x First Trigger Valuation Percentage, or Xxxxx’x Second Trigger Valuation
Percentage for such Eligible Collateral or Posted Collateral, respectively,
in
each case as set forth in Paragraph 13(b)(ii).
“Value”
shall
mean, in respect of any date, the related S&P Value, the related Xxxxx’x
First Trigger Value, and the related Xxxxx’x Second Trigger Value.
“Volatility
Buffer”
means,
for any Transaction, the related percentage set forth in the following table.
|
The
higher of the S&P credit rating of (i) Party A and (ii) the Credit
Support Provider of Party A, if applicable
|
Remaining
Weighted Average Maturity
up
to 3 years
|
Remaining
Weighted Average Maturity
up
to 5 years
|
Remaining
Weighted Average Maturity
up
to 10 years
|
Remaining
Weighted Average Maturity
up
to 30 years
|
|
At
least “A-2”
|
2.75%
|
3.25%
|
4.00%
|
4.75%
|
|
“A-3”
|
3.25%
|
4.00%
|
5.00%
|
6.25%
|
|
“BB+”
or
lower
|
3.50%
|
4.50%
|
6.75%
|
7.50%
|
Table
1
Xxxxx’x
First Trigger Factor
(weekly
valuation)
|
Remaining
Weighted
Average Life
of
Hedge in Years
|
Weekly
Collateral
Posting
|
|
1
or less
|
0.25%
|
|
More
than 1 but not more than 2
|
0.50%
|
|
More
than 2 but not more than 3
|
0.70%
|
|
More
than 3 but not more than 4
|
1.00%
|
|
More
than 4 but not more than 5
|
1.20%
|
|
More
than 5 but not more than 6
|
1.40%
|
|
More
than 6 but not more than 7
|
1.60%
|
|
More
than 7 but not more than 8
|
1.80%
|
|
More
than 8 but not more than 9
|
2.00%
|
|
More
than 9 but not more than 10
|
2.20%
|
|
More
than 10 but not more than 11
|
2.30%
|
|
More
than 11 but not more than 12
|
2.50%
|
|
More
than 12 but not more than 13
|
2.70%
|
|
More
than 13 but not more than 14
|
2.80%
|
|
More
than 14 but not more than 15
|
3.00%
|
|
More
than 15 but not more than 16
|
3.20%
|
|
More
than 16 but not more than 17
|
3.30%
|
|
More
than 17 but not more than 18
|
3.50%
|
|
More
than 18 but not more than 19
|
3.60%
|
|
More
than 19 but not more than 20
|
3.70%
|
|
More
than 20 but not more than 21
|
3.90%
|
|
More
than 21 but not more than 22
|
4.00%
|
|
More
than 22 but not more than 23
|
4.00%
|
|
More
than 23 but not more than 24
|
4.00%
|
|
More
than 24 but not more than 25
|
4.00%
|
|
More
than 25 but not more than 26
|
4.00%
|
|
More
than 26 but not more than 27
|
4.00%
|
|
More
than 27 but not more than 28
|
4.00%
|
|
More
than 28 but not more than 29
|
4.00%
|
|
More
than 29
|
4.00%
|
Table
2
(Reserved)
Table
3
Xxxxx’x
Second Trigger Factor for Transaction-Specific Xxxxxx
(weekly
valuation)
|
Remaining
Weighted
Average Life
of
Hedge in Years
|
Weekly
Collateral
Posting
|
|
1
or less
|
0.75%
|
|
More
than 1 but not more than 2
|
1.50%
|
|
More
than 2 but not more than 3
|
2.20%
|
|
More
than 3 but not more than 4
|
2.90%
|
|
More
than 4 but not more than 5
|
3.60%
|
|
More
than 5 but not more than 6
|
4.20%
|
|
More
than 6 but not more than 7
|
4.80%
|
|
More
than 7 but not more than 8
|
5.40%
|
|
More
than 8 but not more than 9
|
6.00%
|
|
More
than 9 but not more than 10
|
6.60%
|
|
More
than 10 but not more than 11
|
7.00%
|
|
More
than 11 but not more than 12
|
7.50%
|
|
More
than 12 but not more than 13
|
8.00%
|
|
More
than 13 but not more than 14
|
8.50%
|
|
More
than 14 but not more than 15
|
9.00%
|
|
More
than 15 but not more than 16
|
9.50%
|
|
More
than 16 but not more than 17
|
9.90%
|
|
More
than 17 but not more than 18
|
10.40%
|
|
More
than 18 but not more than 19
|
10.80%
|
|
More
than 19 but not more than 20
|
11.00%
|
|
More
than 20 but not more than 21
|
11.00%
|
|
More
than 21 but not more than 22
|
11.00%
|
|
More
than 22 but not more than 23
|
11.00%
|
|
More
than 23 but not more than 24
|
11.00%
|
|
More
than 24 but not more than 25
|
11.00%
|
|
More
than 25 but not more than 26
|
11.00%
|
|
More
than 26 but not more than 27
|
11.00%
|
|
More
than 27 but not more than 28
|
11.00%
|
|
More
than 28 but not more than 29
|
11.00%
|
|
More
than 29
|
11.00%
|
IN
WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
representatives as of the date of the Agreement.
|
Swiss
Re Financial Products Corporation
|
Citibank,
N.A., in its capacity as cap trustee for the trust created pursuant
to the
Cap Administration Agreement with respect to the Citigroup Mortgage
Loan
Trust Inc., Mortgagee Pass-Through Certificates, Series
2007-AR1
|
|||
|
By:
|
By:
|
|||
|
Name:
|
Name:
|
|||
|
Title:
|
Title:
|
|||
|
Date:
|
Date:
|
|||
SCHEDULE
A
to ¶13(b)(ii)
ELIGIBLE
COLLATERAL and VALUATION PERCENTAGES
(weekly
valuation)
|
ISDA
Collateral Asset Definition
(ICAD) Code
|
Remaining
Maturity in Years
|
S&P
Valuation
Percentage
|
Xxxxx’x
First
Trigger Valuation
Percentage
|
Xxxxx’x
Second
Trigger
Valuation
Percentage
|
|
(A)
US-CASH
|
N/A
|
100%
|
100%
|
100%
|
|
(B)
US-TBILL
US-TNOTE
US-TBOND
(USDollar
Fixed Rate in all cases)
|
||||
|
1
or less
|
98.6%
|
100%
|
100%
|
|
|
More
than 1 but not more than 2
|
97.3%
|
100%
|
99%
|
|
|
More
than 2 but not more than 3
|
95.8%
|
100%
|
98%
|
|
|
More
than 3 but not more than 5
|
93.8%
|
100%
|
97%
|
|
|
More
than 5 but not more than 7
|
91.4%
|
100%
|
95%
|
|
|
More
than 7 but not more than 10
|
90.3%
|
100%
|
94%
|
|
|
More
than 10 but not more than 20
|
86.9%
|
100%
|
89%
|
|
|
More
than 20
|
84.6%
|
100%
|
87%
|
|
|
(C)
US-GNMA
US-FNMA
US-FHLMC
(USDollar
Fixed Rate in all cases)
|
||||
|
1
or less
|
98.0%
|
100%
|
99%
|
|
|
More
than 1 but not more than 2
|
96.8%
|
100%
|
98%
|
|
|
More
than 2 but not more than 3
|
96.3%
|
100%
|
97%
|
|
|
More
than 3 but not more than 5
|
92.5%
|
100%
|
96%
|
|
|
More
than 5 but not more than 7
|
90.3%
|
100%
|
94%
|
|
|
More
than 7 but not more than 10
|
86.9%
|
100%
|
93%
|
|
|
More
than 10 but not more than 20
|
81.6%
|
100%
|
88%
|
|
|
More
than 20
|
77.9%
|
100%
|
86%
|
|
|
Other
items not listed above
|
0%
|
0%
|
0%
|
The
ISDA Collateral Asset Definition (ICAD) Codes used in this Schedule A are
taken
from the Collateral Asset Definitions (First Edition - June 2003) as published
and copyrighted in 2003 by the International Swaps and Derivatives Association,
Inc.
SCHEDULE
1
MORTGAGE
LOAN SCHEDULE
lmsid msvlnum desk pool_name dealname servicernm
----------------------------------------------------------------------------------------------------------------------------------
220197624 729634 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220197493 729502 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220197494 729503 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220197495 729504 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220196204 774462 ALT_A Fixed CMLTI_2007-AR1 GMAC
220197631 729643 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220197447 729456 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220197498 729507 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220197591 729601 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220197611 729621 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220197625 729636 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220197635 729647 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220197543 729553 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220197704 729716 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220197513 729523 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220197711 729723 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220197643 729655 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220197670 729682 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220197573 729583 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220197455 729464 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220197671 729683 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220197571 729581 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220197459 729468 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220197445 729454 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220197698 729710 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220197453 729462 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220197461 729470 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220197688 729700 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220197703 729715 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220197587 729597 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220211754 30004072 ALT_A Fixed CMLTI_2007-AR1 PHH US MORTGAGE CORP
220315611 30015544 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220197465 729474 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220211859 30004175 ALT_A Fixed CMLTI_2007-AR1 PHH US MORTGAGE CORP
220211956 30004271 ALT_A Fixed CMLTI_2007-AR1 PHH US MORTGAGE CORP
220190509 772260 ALT_A Fixed CMLTI_2007-AR1 XXXXX FARGO
220315455 30015622 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220210608 795594 ALT_A Fixed CMLTI_2007-AR1 XXXXX FARGO
220316283 30015807 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220316294 30015812 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220316277 30015803 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220315715 30015657 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220315722 30015359 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220315700 30015642 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220198736 707631 ALT_A Fixed CMLTI_2007-AR1 PHH US MORTGAGE CORP
220211505 30003824 ALT_A Fixed CMLTI_2007-AR1 PHH US MORTGAGE CORP
220211586 30003904 ALT_A Fixed CMLTI_2007-AR1 PHH US MORTGAGE CORP
220197592 729602 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220316257 30015794 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220211498 30003817 ALT_A Fixed CMLTI_2007-AR1 PHH US MORTGAGE CORP
220211680 30003998 ALT_A Fixed CMLTI_2007-AR1 PHH US MORTGAGE CORP
220316262 30015796 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220210578 795564 ALT_A Fixed CMLTI_2007-AR1 XXXXX FARGO
220198739 707639 ALT_A Fixed CMLTI_2007-AR1 PHH US MORTGAGE CORP
220315480 30015404 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220315637 30015570 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220316301 30015814 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220315669 30015602 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220315622 30015555 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220315482 30015406 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220315479 30015403 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220315667 30015600 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220315673 30015606 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220315548 30015490 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220315523 30015447 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220315460 30015627 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220315469 30015393 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220315500 30015424 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220315459 30015626 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
221022221 30103628 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221022337 30103630 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
220315658 30015591 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220315660 30015593 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220198724 707637 ALT_A Fixed CMLTI_2007-AR1 PHH US MORTGAGE CORP
220315607 30015540 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220315574 30015516 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220198819 756030 ALT_A Fixed CMLTI_2007-AR1 SUNTRUST
220315620 30015553 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220315580 30015522 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220315527 30015469 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220839258 12302106 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
220315440 30015382 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220315446 30015613 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220315512 30015436 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220620431 30031826 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
220803260 12297905 ALT_A Arm 10/1 CMLTI_2007-AR1 CITIMORTGAGE
220854671 12302509 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
220949575 30056259 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
220956950 30094562 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
220854150 12301789 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
220917174 30073235 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221022417 30103631 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221022590 30103633 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221022721 30103634 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
220315712 30015654 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220315714 30015656 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220315483 30015407 ALT_A Fixed CMLTI_2007-AR1 GREENPOINT
220854119 12301890 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
220838933 12301770 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
220854635 12302491 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221584751 30094567 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221022731 30103635 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221022746 30103636 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
220949573 30056005 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
220957014 30094964 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
220977579 770801250 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
220977673 770801254 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221584755 30094571 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584756 30094572 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221013294 30056497 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221013349 30056552 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
220957558 30094965 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
220976065 30096684 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
220976066 30096685 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221509113 30093727 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221013217 30056421 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221013381 30055975 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221013453 30056043 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221013293 30056496 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221013833 30056418 ALT_A Arm 10/1 CMLTI_2007-AR1 XXXXX FARGO
221013551 30056141 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221013618 30056208 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221082727 30059583 PRIME Arm 5/1 CMLTI_2007-AR1 COUNTRYWIDE
221432071 30142388 ALT_A Arm Non-Hybrid CMLTI_2007-AR1 COUNTRYWIDE
221013560 30056150 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221013630 30056219 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221013655 30056243 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
220977635 770801252 ALT_A Arm 7/1 CMLTI_2007-AR1 CITIMORTGAGE
221022245 30103629 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221013254 30056457 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221013588 30056178 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221013673 30056261 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221432065 30142386 ALT_A Arm Non-Hybrid CMLTI_2007-AR1 COUNTRYWIDE
221584758 30094573 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584759 30094574 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584749 30094565 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584750 30094566 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221524348 30103638 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
220976077 30096686 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
220969825 12312474 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
220977787 770801256 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221524571 30103641 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221185732 770801248 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185755 770801262 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185911 770801314 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221382324 770805559 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221584757 30094966 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584748 30094564 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221177930 30118406 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221178324 30096687 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221178327 30082489 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221178336 30096688 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221178352 30096689 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221178354 30096690 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221185748 770801259 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185759 770801263 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185765 770801266 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185771 770801268 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185788 770801278 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185801 770801281 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
220992441 30054462 PRIME Arm 7/1 CMLTI_2007-AR1 FIFTH THIRD
221584754 30094570 ALT_A Arm 3/1 CMLTI_2007-AR1 HOMEBANC
221382325 770805555 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221151400 12316964 ALT_A Arm 7/1 CMLTI_2007-AR1 CITIMORTGAGE
221524426 30103639 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221185766 770801267 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185773 770801269 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185776 770801270 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185781 770801273 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185782 770801274 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221151407 12316968 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221584747 30094563 ALT_A Arm 3/1 CMLTI_2007-AR1 HOMEBANC
221524499 30103640 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221524250 30103637 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221178382 30096691 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221185795 770801279 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185804 770801282 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185816 770801285 ALT_A Arm 7/1 CMLTI_2007-AR1 CITIMORTGAGE
221185819 770801287 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185827 770801289 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185841 770801294 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185842 770801295 ALT_A Arm 7/1 CMLTI_2007-AR1 CITIMORTGAGE
221185855 770801297 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185872 770801304 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185733 770801249 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185739 770801253 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185744 770801257 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185746 770801258 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185753 770801261 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185962 770801329 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185971 770801331 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185977 770801332 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185999 770801340 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221186023 770801347 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221186025 770801348 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185742 770801255 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185910 770801313 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185939 770801321 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185760 770801264 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185777 770801271 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221186031 770801350 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221186064 770801363 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221186083 770801374 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221186092 770801375 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185778 770801272 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185783 770801275 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185785 770801276 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185786 770801277 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185824 770801288 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221187212 30073226 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221187218 30073220 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221187219 30073219 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221185833 770801291 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185839 770801293 ALT_A Arm 10/1 CMLTI_2007-AR1 CITIMORTGAGE
221185864 770801300 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185870 770801303 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185893 770801309 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221187221 30073217 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221187226 30073212 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221187232 30073206 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221187233 30073205 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221187234 30073204 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221185990 770801335 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185991 770801336 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221186003 770801342 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221186004 770801343 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221186014 770801344 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221186032 770801351 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221186048 770801353 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221186049 770801354 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221186053 770801357 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221186061 770801361 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185897 770801311 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185914 770801315 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185935 770801319 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185943 770801322 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185949 770801326 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221528699 30094503 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221528700 30094504 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221528703 30094507 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528706 30094510 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528713 30094516 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221186073 770801370 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221186099 770801379 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221186104 770801380 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221186126 770801238 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221187203 30073234 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221187211 30073227 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221187213 30073225 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221187222 30073216 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221187224 30073214 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221185969 770801330 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185984 770801333 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221186002 770801341 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221186020 770801346 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221186050 770801355 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221187227 30073211 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221187229 30073209 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528697 30094501 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221528717 30094520 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221186052 770801356 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221186055 770801358 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221186059 770801360 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221186062 770801362 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221186093 770801376 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221186096 770801378 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221186105 770801381 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221186141 770801243 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221186149 770801247 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221187204 30073233 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221187206 30073232 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221187210 30073228 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221187214 30073224 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221187215 30073223 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221185762 770801265 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185796 770801280 ALT_A Arm 7/1 CMLTI_2007-AR1 CITIMORTGAGE
221185808 770801283 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185852 770801296 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185859 770801299 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185865 770801301 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185885 770801306 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185886 770801307 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185889 770801308 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185894 770801310 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221187216 30073222 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221187217 30073221 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221187223 30073215 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221187228 30073210 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528701 30094505 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221528702 30094506 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221528707 30094511 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528708 30094512 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528711 30094514 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528716 30094519 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528720 30094523 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528724 30094526 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528725 30094527 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528726 30094528 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528728 30094530 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528729 30094531 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528731 30094533 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528739 30094541 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528740 30094542 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221185810 770801284 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185818 770801286 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185837 770801292 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185921 770801316 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185930 770801318 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185938 770801320 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185945 770801323 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185946 770801324 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185947 770801325 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185955 770801327 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185987 770801334 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221185994 770801337 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185996 770801338 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221185997 770801339 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221186029 770801349 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221186043 770801352 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221186058 770801359 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221186065 770801364 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221186066 770801365 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221186067 770801366 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221186069 770801368 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221186074 770801371 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221186075 770801372 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221186077 770801373 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221186109 770801383 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221186114 770801385 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221186138 770801242 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221186147 770801246 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221187207 30073231 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221187208 30073230 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221187209 30073229 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221187220 30073218 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221187230 30073208 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221187231 30073207 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528704 30094508 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528705 30094509 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528710 30094513 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528712 30094515 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528741 30094543 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528745 30094547 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528747 30094549 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528749 30094551 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528751 30094553 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528753 30094555 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528756 30094558 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528757 30094559 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528758 30094560 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221528714 30094517 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528715 30094518 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528732 30094534 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528733 30094535 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528734 30094536 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528737 30094539 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528754 30094556 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221584765 30094580 ALT_A Arm 3/1 CMLTI_2007-AR1 HOMEBANC
221275228 30082530 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221275322 30082720 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221275338 30082734 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221275394 30082569 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221275395 30082570 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528723 30094525 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528727 30094529 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528736 30094538 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528742 30094544 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528743 30094545 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221275410 30082585 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221275426 30082600 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221275429 30082603 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221275431 30082605 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221275443 30082615 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528746 30094548 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528750 30094552 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528755 30094557 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528759 30094561 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221584753 30094569 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221275289 30082689 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221275342 30082738 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221275357 30082538 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221332060 30067864 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584764 30094579 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221275306 30082705 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221275311 30082710 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221275321 30082719 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221275377 30082555 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221275384 30082562 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221275412 30082587 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221321740 770803624 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221321743 770803627 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221321756 770803640 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321758 770803642 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321773 770803657 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321778 770803662 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321780 770803664 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321782 770803666 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221533000 770813609 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221533009 770813615 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321741 770803625 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221321750 770803634 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321751 770803635 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321752 770803636 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321757 770803641 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321762 770803646 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321785 770803669 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321786 770803670 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321790 770803674 ALT_A Arm 7/1 CMLTI_2007-AR1 CITIMORTGAGE
221321791 770803675 ALT_A Arm 7/1 CMLTI_2007-AR1 CITIMORTGAGE
221321795 770803679 ALT_A Arm 10/1 CMLTI_2007-AR1 CITIMORTGAGE
221275449 30082620 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221275450 30082621 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221275458 30082628 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221331881 30068029 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221321749 770803633 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321755 770803639 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321760 770803644 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321761 770803645 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221533001 770813621 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221533006 770813614 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221528718 30094521 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528719 30094522 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528722 30094524 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528730 30094532 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221528744 30094546 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221321767 770803651 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321771 770803655 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321772 770803656 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321774 770803658 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321784 770803668 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321788 770803672 ALT_A Arm 7/1 CMLTI_2007-AR1 CITIMORTGAGE
221321789 770803673 ALT_A Arm 7/1 CMLTI_2007-AR1 CITIMORTGAGE
221321793 770803677 ALT_A Arm 7/1 CMLTI_2007-AR1 CITIMORTGAGE
221321794 770803678 ALT_A Arm 7/1 CMLTI_2007-AR1 CITIMORTGAGE
221528752 30094554 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221584752 30094568 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221275265 30082667 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221331990 30067481 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221533005 770813624 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221533007 770813629 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221533008 770813630 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221533013 770813635 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321742 770803626 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221321744 770803628 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221321747 770803631 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321753 770803637 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321754 770803638 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321759 770803643 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321768 770803652 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321796 770803680 ALT_A Arm 10/1 CMLTI_2007-AR1 CITIMORTGAGE
221321798 770803682 ALT_A Arm 10/1 CMLTI_2007-AR1 CITIMORTGAGE
221321799 770803683 ALT_A Arm 10/1 CMLTI_2007-AR1 CITIMORTGAGE
221321800 770803684 ALT_A Arm 10/1 CMLTI_2007-AR1 CITIMORTGAGE
221321804 770803688 ALT_A Arm 10/1 CMLTI_2007-AR1 CITIMORTGAGE
221321765 770803649 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321766 770803650 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321779 770803663 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321783 770803667 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321787 770803671 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321802 770803686 ALT_A Arm 10/1 CMLTI_2007-AR1 CITIMORTGAGE
221532998 770813618 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221533004 770813623 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221533011 770813632 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221533014 770813617 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321797 770803681 ALT_A Arm 10/1 CMLTI_2007-AR1 CITIMORTGAGE
221321803 770803687 ALT_A Arm 10/1 CMLTI_2007-AR1 CITIMORTGAGE
221332026 30067587 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221367932 30097411 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221321770 770803654 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321775 770803659 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321781 770803665 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221321792 770803676 ALT_A Arm 7/1 CMLTI_2007-AR1 CITIMORTGAGE
221332806 30067612 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221367914 30097410 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221372326 30094500 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221376285 30082498 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221332025 30068281 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221367935 30097412 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221376294 30082503 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221376302 30082510 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221376281 30082495 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221376283 30082496 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221376284 30082497 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221376291 30082500 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221376292 30082501 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221376300 30082508 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221376304 30082512 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221376309 30082517 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221376317 30082525 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221376306 30082514 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221376307 30082515 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607666 30104123 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607667 30104124 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221376321 30082529 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221382349 770805637 ALT_A Arm 7/1 CMLTI_2007-AR1 CITIMORTGAGE
221607671 30104128 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221376289 30082499 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221376311 30082519 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221376313 30082521 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221376318 30082526 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221382338 770805558 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221607684 30104139 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607704 30104159 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607706 30104161 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607601 30104063 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221376303 30082511 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221376312 30082520 ALT_A Arm Non-Hybrid CMLTI_2007-AR1 XXXXX FARGO
221376314 30082522 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221376316 30082524 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221376320 30082528 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607668 30104125 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221432012 30142380 ALT_A Arm Non-Hybrid CMLTI_2007-AR1 COUNTRYWIDE
221432076 30142390 ALT_A Arm Non-Hybrid CMLTI_2007-AR1 COUNTRYWIDE
221443496 770805958 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221443498 770805983 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221607669 30104126 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607670 30104127 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607665 30104122 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607702 30104157 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221431985 30142374 ALT_A Arm Non-Hybrid CMLTI_2007-AR1 COUNTRYWIDE
221431993 30142377 ALT_A Arm Non-Hybrid CMLTI_2007-AR1 COUNTRYWIDE
221431996 30142378 ALT_A Arm Non-Hybrid CMLTI_2007-AR1 COUNTRYWIDE
221443492 770805917 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221443493 770805919 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221607673 30104130 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607705 30104160 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607709 30104163 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607599 30104062 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221432013 30142381 ALT_A Arm Non-Hybrid CMLTI_2007-AR1 COUNTRYWIDE
221432092 30142391 ALT_A Arm Non-Hybrid CMLTI_2007-AR1 COUNTRYWIDE
221432115 30142392 ALT_A Arm Non-Hybrid CMLTI_2007-AR1 COUNTRYWIDE
221432117 30142393 ALT_A Arm Non-Hybrid CMLTI_2007-AR1 COUNTRYWIDE
221443494 770805921 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221443499 770805991 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221607703 30104158 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607707 30104162 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607710 30104164 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221443495 770805940 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221443508 770806049 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221607678 30104135 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221509092 30093706 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509094 30093708 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509098 30093712 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509099 30093713 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509107 30093721 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509109 30093723 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509117 30093730 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509119 30093732 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509124 30093737 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221443491 770805915 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221607700 30104155 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221443505 770806023 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221443506 770806037 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221443509 770806057 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221443511 770806066 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221443513 770806082 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221443514 770806091 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221443516 770806109 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221443503 770806131 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221443507 770806134 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221443510 770806060 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221607674 30104131 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607676 30104133 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221509091 30093705 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509102 30093716 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509104 30093718 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509111 30093725 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509118 30093731 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221607701 30104156 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221443487 770806122 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221493913 30097413 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221509093 30093707 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509095 30093709 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509122 30093735 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509125 30093738 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509134 30093747 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509139 30093751 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509150 30093761 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221443502 770806020 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221443504 770806022 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221443512 770806079 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221607680 30104136 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607681 30104137 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607683 30104138 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221509097 30093711 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509100 30093714 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509101 30093715 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509106 30093720 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509108 30093722 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509120 30093733 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509128 30093741 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509129 30093742 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509130 30093743 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509131 30093744 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509136 30093748 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509137 30093749 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509140 30093752 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509144 30093755 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509146 30093757 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509147 30093758 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509148 30093759 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509152 30093763 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509159 30093768 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509171 30093779 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509173 30093781 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509176 30093784 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509126 30093739 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509132 30093745 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509145 30093756 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509157 30093766 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509160 30093769 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509180 30093787 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509182 30093788 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509185 30093790 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509189 30093794 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509190 30093795 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509164 30093772 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509165 30093773 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509166 30093774 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509179 30093786 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509183 30093789 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509156 30093765 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509162 30093770 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509163 30093771 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509167 30093775 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509178 30093785 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509191 30093796 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509192 30093797 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509199 30093803 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509200 30093804 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509204 30093808 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509103 30093717 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509110 30093724 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509115 30093728 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509116 30093729 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509188 30093793 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221515687 770807858 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221515688 770807882 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221515690 770807878 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515691 770807873 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515694 770807839 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515695 770807843 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515696 770807867 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515698 770807871 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515700 770807879 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221509205 30093809 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509215 30093819 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509218 30093821 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509220 30093823 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509222 30093825 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221515704 770807837 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515705 770807853 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515712 770807856 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515716 770807846 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515718 770807861 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221509227 30093829 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509233 30093835 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509235 30093837 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221515682 770807874 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221515689 770807836 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515720 770816307 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515721 770807845 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221509197 30093801 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509201 30093805 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509209 30093813 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509193 30093798 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509194 30093799 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509202 30093806 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509203 30093807 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509206 30093810 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509207 30093811 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509211 30093815 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509212 30093816 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509213 30093817 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509228 30093830 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509237 30093839 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509238 30093840 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221515684 770807870 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221515686 770807875 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221515692 770807849 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515702 770816306 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515706 770807865 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515708 770807866 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515714 770807852 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515722 770807864 ALT_A Arm 7/1 CMLTI_2007-AR1 CITIMORTGAGE
221509121 30093734 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509123 30093736 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509133 30093746 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509138 30093750 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509141 30093753 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509143 30093754 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509149 30093760 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509151 30093762 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509153 30093764 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509158 30093767 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509168 30093776 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509169 30093777 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509170 30093778 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509172 30093780 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509174 30093782 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509175 30093783 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509186 30093791 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509187 30093792 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509198 30093802 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509208 30093812 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509221 30093824 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509223 30093826 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509226 30093828 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509229 30093831 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509230 30093832 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509232 30093834 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509236 30093838 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221515683 770807842 ALT_A Arm 3/1 CMLTI_2007-AR1 CITIMORTGAGE
221509210 30093814 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509214 30093818 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509219 30093822 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509224 30093827 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509231 30093833 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221509234 30093836 ALT_A Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221515724 770807840 ALT_A Arm 7/1 CMLTI_2007-AR1 CITIMORTGAGE
221584793 30094601 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221584797 30094604 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221584801 30094607 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584807 30094609 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584809 30094611 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221584811 30094613 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221585009 30094778 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221585012 30094781 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221515693 770807868 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515699 770807872 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515701 770807857 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515703 770807833 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515710 770807881 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515713 770807834 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515727 770807848 ALT_A Arm 10/1 CMLTI_2007-AR1 CITIMORTGAGE
221515728 770807838 ALT_A Arm 10/1 CMLTI_2007-AR1 CITIMORTGAGE
221584792 30094600 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221584798 30094605 ALT_A Arm 3/1 CMLTI_2007-AR1 HOMEBANC
221515697 770807859 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515707 770807860 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515709 770807880 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515711 770807841 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515715 770807876 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515717 770816308 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515719 770807869 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221515731 770807863 ALT_A Arm 10/1 CMLTI_2007-AR1 CITIMORTGAGE
221584791 30094973 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584796 30094603 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221515723 770816309 ALT_A Arm 7/1 CMLTI_2007-AR1 CITIMORTGAGE
221515725 770807832 ALT_A Arm 7/1 CMLTI_2007-AR1 CITIMORTGAGE
221515726 770807877 ALT_A Arm 7/1 CMLTI_2007-AR1 CITIMORTGAGE
221515732 770807847 ALT_A Arm 10/1 CMLTI_2007-AR1 CITIMORTGAGE
221554507 30095519 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221554121 30095260 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221554267 30095342 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221584790 30094599 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584795 30094602 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584800 30094606 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584804 30094975 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584806 30094977 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584808 30094610 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585019 30094786 ALT_A Arm 3/1 CMLTI_2007-AR1 HOMEBANC
221585020 30094787 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221585021 30094788 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221585024 30094789 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585025 30094790 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585026 30094791 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221607685 30104140 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221584770 30094584 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584772 30094969 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584773 30094585 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221584774 30094586 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584777 30094589 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584781 30094591 ALT_A Arm 3/1 CMLTI_2007-AR1 HOMEBANC
221584783 30094593 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584786 30094596 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221584802 30094608 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584803 30094974 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584805 30094976 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584810 30094612 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584812 30094614 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584814 30094616 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585010 30094779 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221585011 30094780 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221585027 30094792 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221585029 30094794 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584769 30094583 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584778 30094590 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584779 30094970 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584789 30094598 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584820 30094621 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584788 30094972 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584817 30094618 ALT_A Arm 3/1 CMLTI_2007-AR1 HOMEBANC
221584818 30094619 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584819 30094620 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584822 30094622 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584829 30094981 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584831 30094982 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584832 30094629 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584837 30094633 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221584842 30094637 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221584845 30094640 ALT_A Arm 3/1 CMLTI_2007-AR1 HOMEBANC
221584846 30094641 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221584849 30094644 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584850 30094645 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584858 30094649 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585015 30094783 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585018 30095008 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585022 30095009 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585023 30095010 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221585028 30094793 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584813 30094615 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585013 30095007 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585014 30094782 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221585016 30094784 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221585017 30094785 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221585030 30095011 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221554122 30095261 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221584766 30094581 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584768 30094967 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221584771 30094968 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584775 30094587 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584776 30094588 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584782 30094592 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584785 30094595 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584815 30094617 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584816 30094978 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221584824 30094624 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584825 30094980 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584833 30094630 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584834 30094631 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221584838 30094634 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584839 30094635 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584840 30094984 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584844 30094639 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584847 30094642 ALT_A Arm 3/1 CMLTI_2007-AR1 HOMEBANC
221584857 30094987 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584863 30094653 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584864 30094654 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584865 30094655 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584866 30094656 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584871 30094661 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584875 30094665 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584876 30094666 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584879 30094668 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584885 30094989 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584886 30094674 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584887 30094990 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584762 30094577 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221607686 30104141 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607151 30103642 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607153 30103644 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607161 30103650 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607163 30103652 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607171 30103658 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607611 30104071 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607617 30104076 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607618 30104077 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607632 30104091 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607640 30104099 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607652 30104109 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607660 30104117 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607540 30104008 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607541 30104009 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607546 30104013 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607549 30104016 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607560 30104027 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607562 30104029 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221584821 30094979 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584827 30094626 ALT_A Arm 3/1 CMLTI_2007-AR1 HOMEBANC
221584830 30094628 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584835 30094983 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584836 30094632 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584843 30094638 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221584853 30094647 ALT_A Arm 3/1 CMLTI_2007-AR1 HOMEBANC
221584856 30094986 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584868 30094658 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584869 30094659 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221584870 30094660 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584873 30094663 ALT_A Arm 3/1 CMLTI_2007-AR1 HOMEBANC
221584874 30094664 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584877 30094988 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584880 30094669 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584881 30094670 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584882 30094671 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584896 30094683 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584905 30094692 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584906 30094991 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584867 30094657 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584878 30094667 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584888 30094675 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584892 30094679 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584895 30094682 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584911 30094696 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221584920 30094704 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584927 30094711 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584930 30094713 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584937 30094719 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584901 30094688 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584907 30094693 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584914 30094699 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584916 30094993 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584917 30094701 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584942 30094996 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584763 30094578 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221607603 30104064 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607231 30103715 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607178 30103665 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221584921 30094705 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584924 30094708 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584925 30094709 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221584932 30094714 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584933 30094715 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221607181 30103668 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607182 30103669 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607184 30103671 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607189 30103676 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607190 30103677 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607152 30103643 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607158 30103648 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607167 30103654 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607606 30104067 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607615 30104074 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221584940 30094722 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584950 30094729 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584952 30094731 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221584953 30094732 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584955 30094734 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221607621 30104080 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607626 30104085 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607627 30104086 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607628 30104087 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607631 30104090 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221584959 30094999 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221584965 30094741 ALT_A Arm 3/1 CMLTI_2007-AR1 HOMEBANC
221584969 30094745 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584970 30094746 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584973 30094749 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221607634 30104093 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607645 30104103 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607655 30104112 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607659 30104116 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607662 30104119 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607538 30104006 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607544 30104011 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607545 30104012 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607550 30104017 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607555 30104022 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607557 30104024 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607566 30104032 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607570 30104036 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607575 30104041 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607577 30104042 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221584975 30095001 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584760 30094575 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221607175 30103662 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607176 30103663 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607179 30103666 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607581 30104046 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607583 30104048 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607584 30104049 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607595 30104059 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607472 30103944 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607185 30103672 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607160 30103649 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607168 30103655 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607169 30103656 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607170 30103657 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607491 30103961 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607493 30103963 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607495 30103965 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607499 30103969 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607500 30103970 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607172 30103659 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607604 30104065 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607607 30104068 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607610 30104070 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607502 30103972 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607505 30103975 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607512 30103982 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607515 30103985 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607526 30103995 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607530 30103999 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607532 30104001 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607533 30104002 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607614 30104073 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607620 30104079 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607622 30104081 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607624 30104083 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607630 30104089 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607407 30103880 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607408 30103881 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607409 30103882 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607359 30103836 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607362 30103839 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607633 30104092 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607636 30104095 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607642 30104100 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607644 30104102 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607653 30104110 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607366 30103843 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607195 30103681 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607204 30103689 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607210 30103695 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607664 30104121 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607535 30104004 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607537 30104005 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607547 30104014 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607553 30104020 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221584943 30094724 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221584944 30094997 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584945 30094725 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584957 30094735 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584958 30094736 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221607556 30104023 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607558 30104025 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607563 30104030 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607567 30104033 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607569 30104035 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221584960 30094737 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221584964 30094740 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584974 30094750 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584977 30094752 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584993 30094764 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221607573 30104039 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607574 30104040 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607586 30104051 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607589 30104053 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607598 30104061 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607471 30103943 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607483 30103954 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607487 30103957 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607489 30103959 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607492 30103962 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607572 30104038 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607578 30104043 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607579 30104044 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607585 30104050 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607588 30104052 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221584994 30094765 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221585000 30094771 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221585003 30094773 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221585035 30094798 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585040 30094803 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221607506 30103976 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607507 30103977 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607513 30103983 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607519 30103988 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607520 30103989 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607522 30103991 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607523 30103992 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607527 30103996 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607528 30103997 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607529 30103998 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607591 30104055 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607594 30104058 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607477 30103948 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607478 30103949 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607531 30104000 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607410 30103883 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607412 30103885 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607361 30103838 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607363 30103840 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607479 30103950 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607480 30103951 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607485 30103955 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607488 30103958 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607494 30103964 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221584891 30094678 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584894 30094681 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584898 30094685 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584902 30094689 ALT_A Arm 3/1 CMLTI_2007-AR1 HOMEBANC
221584903 30094690 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221607369 30103846 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607375 30103852 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607376 30103853 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607379 30103855 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607196 30103682 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221584908 30094694 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584909 30094695 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584910 30094992 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221584912 30094697 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584913 30094698 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584918 30094702 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221584928 30094994 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584931 30094995 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584934 30094716 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584938 30094720 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584941 30094723 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221584946 30094726 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584947 30094727 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221584949 30094728 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221607198 30103684 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607201 30103686 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607205 30103690 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607211 30103696 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607212 30103697 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221584956 30094998 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584961 30094738 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584962 30095000 ALT_A Arm 3/1 CMLTI_2007-AR1 HOMEBANC
221584966 30094742 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584976 30094751 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221584980 30094754 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584984 30095003 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585002 30095005 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585004 30094774 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585006 30094776 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221585007 30095006 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221585043 30094806 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221585047 30094810 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221585049 30094812 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585052 30094815 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221585053 30094816 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221585055 30094818 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221585056 30094819 ALT_A Arm 3/1 CMLTI_2007-AR1 HOMEBANC
221585067 30094828 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585070 30094831 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221585071 30094832 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221585072 30094833 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585073 30094834 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221585077 30095014 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221607498 30103968 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607663 30104120 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221584983 30094756 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584985 30094757 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584986 30094758 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584987 30094759 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221607501 30103971 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607509 30103979 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607510 30103980 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607511 30103981 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607516 30103986 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607524 30103993 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607525 30103994 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607413 30103886 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607356 30103833 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607357 30103834 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607360 30103837 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607364 30103841 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607365 30103842 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607367 30103844 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607370 30103847 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221585031 30094795 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585032 30094796 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584761 30094576 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221607174 30103661 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607177 30103664 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221584767 30094582 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584780 30094971 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584784 30094594 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584787 30094597 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584823 30094623 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584826 30094625 ALT_A Arm 3/1 CMLTI_2007-AR1 HOMEBANC
221584841 30094636 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584848 30094643 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584851 30094985 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584852 30094646 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584859 30094650 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584860 30094651 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584872 30094662 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584883 30094672 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584884 30094673 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584889 30094676 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584890 30094677 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584893 30094680 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584897 30094684 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221584899 30094686 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584900 30094687 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584915 30094700 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221584919 30094703 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584922 30094706 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584923 30094707 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584926 30094710 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584929 30094712 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584935 30094717 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584936 30094718 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584939 30094721 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584951 30094730 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584954 30094733 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584963 30094739 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584967 30094743 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221584968 30094744 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584971 30094747 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584972 30094748 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584981 30094755 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584982 30095002 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584991 30094762 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584996 30094767 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584997 30094768 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221584999 30094770 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585001 30094772 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585005 30094775 ALT_A Arm 3/1 CMLTI_2007-AR1 HOMEBANC
221585033 30094797 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585036 30094799 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585037 30094800 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585038 30094801 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221585039 30094802 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221607180 30103667 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607183 30103670 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607186 30103673 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607187 30103674 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607188 30103675 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607191 30103678 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607155 30103645 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607156 30103646 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607157 30103647 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607162 30103651 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607164 30103653 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607609 30104069 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607616 30104075 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607619 30104078 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607623 30104082 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607625 30104084 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607629 30104088 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607635 30104094 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607637 30104096 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607638 30104097 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607639 30104098 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607643 30104101 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607646 30104104 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607648 30104105 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607651 30104108 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607656 30104113 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607657 30104114 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607658 30104115 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607539 30104007 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607542 30104010 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607548 30104015 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607551 30104018 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607552 30104019 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607554 30104021 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607559 30104026 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607568 30104034 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607571 30104037 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607580 30104045 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607582 30104047 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607590 30104054 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607592 30104056 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607593 30104057 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607597 30104060 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607473 30103945 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607476 30103947 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607481 30103952 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607482 30103953 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607486 30103956 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607490 30103960 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607496 30103966 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607497 30103967 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607503 30103973 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607504 30103974 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607514 30103984 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607521 30103990 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607534 30104003 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607411 30103884 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607355 30103832 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607358 30103835 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607368 30103845 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607373 30103850 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607377 30103854 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607193 30103679 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607194 30103680 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607202 30103687 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607206 30103691 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221585044 30094807 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585045 30094808 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585046 30094809 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585050 30094813 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585059 30095013 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585061 30094822 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585062 30094823 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585065 30094826 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585066 30094827 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585068 30094829 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585075 30094836 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221555118 30096047 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221585041 30094804 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585042 30094805 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221585060 30094821 ALT_A Arm 3/1 CMLTI_2007-AR1 HOMEBANC
221585063 30094824 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585064 30094825 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221607371 30103848 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607197 30103683 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607200 30103685 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607203 30103688 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607207 30103692 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607209 30103694 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607213 30103698 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221555688 30096578 ALT_A Arm 10/1 CMLTI_2007-AR1 XXXXX FARGO
221607217 30103701 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607218 30103702 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607223 30103707 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607232 30103716 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607236 30103720 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607237 30103721 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607243 30103727 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607247 30103731 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607248 30103732 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607250 30103734 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607254 30103737 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607259 30103742 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607267 30103749 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607692 30104147 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607698 30104153 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607699 30104154 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607414 30103887 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607420 30103893 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221584988 30095004 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221584990 30094761 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221584992 30094763 ALT_A Arm 10/1 CMLTI_2007-AR1 HOMEBANC
221585008 30094777 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585034 30095012 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221607423 30103896 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607424 30103897 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607432 30103905 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607434 30103907 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607436 30103909 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607437 30103910 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607439 30103912 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607447 30103919 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607450 30103922 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607451 30103923 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221585074 30094835 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585076 30094837 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221607463 30103935 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607464 30103936 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607466 30103938 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607468 30103940 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607222 30103706 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607224 30103708 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607227 30103711 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607228 30103712 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607234 30103718 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607244 30103728 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607255 30103738 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607258 30103741 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607260 30103743 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607452 30103924 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607453 30103925 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607456 30103928 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607458 30103930 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607460 30103932 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607268 30103750 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607269 30103751 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607270 30103752 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607281 30103762 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607283 30103764 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607284 30103765 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607292 30103772 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607294 30103774 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607304 30103784 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607308 30103788 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607262 30103745 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607264 30103746 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607282 30103763 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607288 30103768 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607290 30103770 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607293 30103773 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607301 30103781 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607302 30103782 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607303 30103783 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607313 30103793 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221585048 30094811 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221585051 30094814 ALT_A Arm 5/1 CMLTI_2007-AR1 HOMEBANC
221585054 30094817 ALT_A Arm 3/1 CMLTI_2007-AR1 HOMEBANC
221585069 30094830 ALT_A Arm 7/1 CMLTI_2007-AR1 HOMEBANC
221607465 30103937 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607314 30103794 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607315 30103795 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607319 30103799 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607325 30103805 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607327 30103807 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607467 30103939 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607470 30103942 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607219 30103703 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607225 30103709 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607239 30103723 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607334 30103814 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607339 30103818 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607342 30103821 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607345 30103823 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607349 30103826 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607240 30103724 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607242 30103726 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607245 30103729 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607246 30103730 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607249 30103733 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607351 30103828 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607352 30103829 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607382 30103858 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607384 30103860 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607390 30103865 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607251 30103735 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607261 30103744 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607265 30103747 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607273 30103755 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607275 30103757 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607310 30103790 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607311 30103791 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607324 30103804 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607336 30103815 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607337 30103816 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607340 30103819 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607346 30103824 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607348 30103825 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607354 30103831 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607381 30103857 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607386 30103862 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607387 30103863 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607388 30103864 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607403 30103877 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611630 30096904 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611632 30096906 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611633 30096907 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611634 30096908 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611395 30096692 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611402 30096697 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611405 30096699 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611407 30096701 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611408 30096702 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611409 30096703 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611412 30096705 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611430 30096722 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611431 30096723 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611433 30096724 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611439 30096730 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221607393 30103868 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607395 30103869 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607396 30103870 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607398 30103872 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607400 30103874 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611396 30096693 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611401 30096696 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611406 30096700 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611411 30096704 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611421 30096713 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611423 30096715 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611424 30096716 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611427 30096719 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611428 30096720 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611429 30096721 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221607276 30103758 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607277 30103759 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607278 30103760 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607280 30103761 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607286 30103767 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611434 30096725 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611436 30096727 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611437 30096728 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611438 30096729 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611443 30096734 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221607289 30103769 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607298 30103778 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607300 30103780 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607305 30103785 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607306 30103786 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611447 30096738 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611449 30096740 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611450 30096741 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611452 30096742 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611453 30096743 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221607309 30103789 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607316 30103796 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607318 30103798 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607322 30103802 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607326 30103806 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611458 30096748 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611459 30096749 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611462 30096752 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611465 30096755 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611466 30096756 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607332 30103812 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607338 30103817 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607341 30103820 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611473 30096760 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611475 30096762 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221607688 30104143 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607415 30103888 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607416 30103889 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607344 30103822 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607383 30103859 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607392 30103867 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607693 30104148 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607694 30104149 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607419 30103892 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607425 30103898 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607429 30103902 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607430 30103903 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607440 30103913 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607696 30104151 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607697 30104152 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607418 30103891 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607421 30103894 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607422 30103895 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607448 30103920 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607455 30103927 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607457 30103929 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611481 30096768 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221607426 30103899 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607427 30103900 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607428 30103901 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607433 30103906 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607435 30103908 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611491 30096778 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611496 30096783 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611498 30096784 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611499 30096785 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611501 30096787 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221607462 30103934 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611403 30096698 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611416 30096709 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611417 30096710 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611418 30096711 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611509 30096795 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611521 30096805 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611524 30096808 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611526 30096810 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611528 30096812 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611422 30096714 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611426 30096718 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611441 30096732 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611442 30096733 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611445 30096736 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611533 30096817 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611547 30096830 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611548 30096831 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611549 30096832 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611554 30096836 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611463 30096753 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611479 30096766 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611483 30096770 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611487 30096774 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611561 30096842 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611562 30096843 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611565 30096846 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611569 30096850 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611570 30096851 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611489 30096776 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611494 30096781 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611495 30096782 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611500 30096786 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611503 30096789 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611572 30096853 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611583 30096860 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611590 30096867 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611592 30096869 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611593 30096870 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611506 30096792 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611525 30096809 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611531 30096815 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611534 30096818 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611598 30096874 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611605 30096881 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611607 30096883 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611615 30096891 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221607401 30103875 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607402 30103876 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607404 30103878 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607406 30103879 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611636 30096910 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611618 30096894 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611620 30096896 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611623 30096899 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611624 30096900 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611628 30096902 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611639 30096913 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611651 30096925 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611652 30096926 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611658 30096931 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611663 30096936 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611537 30096821 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611539 30096823 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611540 30096824 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611545 30096828 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611446 30096737 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611454 30096744 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611468 30096757 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611469 30096758 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611471 30096759 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611478 30096765 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611480 30096767 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611484 30096771 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611485 30096772 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611486 30096773 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611488 30096775 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611493 30096780 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611504 30096790 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611505 30096791 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611507 30096793 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611511 30096797 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611517 30096802 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611518 30096803 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611522 30096806 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611530 30096814 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611535 30096819 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611536 30096820 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611551 30096833 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611557 30096838 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611546 30096829 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611555 30096837 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611560 30096841 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611563 30096844 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611567 30096848 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611559 30096840 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611564 30096845 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611566 30096847 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611578 30096858 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611586 30096863 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611591 30096868 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611595 30096872 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611602 30096878 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611606 30096882 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611608 30096884 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611609 30096885 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611612 30096888 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611635 30096909 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221607469 30103941 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607216 30103700 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607220 30103704 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607221 30103705 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607226 30103710 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607229 30103713 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607230 30103714 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607233 30103717 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607235 30103719 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607238 30103722 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607241 30103725 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607253 30103736 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607256 30103739 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607257 30103740 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607266 30103748 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607271 30103753 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607272 30103754 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607274 30103756 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607285 30103766 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607291 30103771 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607295 30103775 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607296 30103776 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607297 30103777 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607299 30103779 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607307 30103787 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607687 30104142 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607691 30104146 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607695 30104150 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607438 30103911 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607441 30103914 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607443 30103915 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607444 30103916 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607445 30103917 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607446 30103918 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607449 30103921 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607454 30103926 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607459 30103931 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607461 30103933 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611398 30096694 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611400 30096695 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221607312 30103792 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607317 30103797 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607320 30103800 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607321 30103801 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607323 30103803 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607329 30103809 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607330 30103810 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607350 30103827 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607353 30103830 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607380 30103856 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607385 30103861 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607391 30103866 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607397 30103871 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221607399 30103873 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611627 30096901 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611647 30096921 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611653 30096927 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611655 30096928 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611413 30096706 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611414 30096707 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611415 30096708 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611419 30096712 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611425 30096717 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611435 30096726 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611440 30096731 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611448 30096739 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611455 30096745 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611456 30096746 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611460 30096750 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611474 30096761 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611476 30096763 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611482 30096769 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611502 30096788 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611508 30096794 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611510 30096796 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611513 30096799 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611514 30096800 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611516 30096801 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611523 30096807 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611527 30096811 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611529 30096813 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611532 30096816 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611541 30096825 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611542 30096826 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611543 30096827 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611552 30096834 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611553 30096835 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611558 30096839 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611568 30096849 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611574 30096854 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611575 30096855 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611629 30096903 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611631 30096905 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611638 30096912 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611641 30096915 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611642 30096916 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611576 30096856 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611577 30096857 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611585 30096862 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611587 30096864 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611588 30096865 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611637 30096911 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611646 30096920 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611657 30096930 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611660 30096933 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611662 30096935 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611643 30096917 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611644 30096918 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611645 30096919 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611648 30096922 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611659 30096932 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221639391 770816658 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221639399 770816668 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221639401 770816672 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221647271 30097419 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647272 30097420 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221611664 30096937 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221639392 770816659 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221639395 770816663 ALT_A Arm 10/1 CMLTI_2007-AR1 CITIMORTGAGE
221639396 770816664 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221647267 30097415 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221611589 30096866 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611599 30096875 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611600 30096876 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611613 30096889 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611614 30096890 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611571 30096852 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611581 30096859 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611584 30096861 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611596 30096873 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221611617 30096893 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611621 30096897 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221639394 770816661 ALT_A Arm 7/1 CMLTI_2007-AR1 CITIMORTGAGE
221639400 770816671 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221647299 30097441 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647302 30097443 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647313 30097452 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647314 30097453 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647318 30097455 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647273 30097421 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647291 30097433 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647293 30097435 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647297 30097439 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647307 30097447 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221611601 30096877 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611603 30096879 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221611604 30096880 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611610 30096886 ALT_A Arm 7/1 CMLTI_2007-AR1 XXXXX FARGO
221611611 30096887 ALT_A Arm 3/1 CMLTI_2007-AR1 XXXXX FARGO
221647317 30097454 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647323 30097458 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647328 30097463 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647332 30097467 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647336 30097469 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647270 30097418 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647274 30097422 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647300 30097442 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647304 30097445 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221655333 30104248 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655341 30104255 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655344 30104258 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655345 30104259 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655347 30104261 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221639393 770816660 ALT_A Arm 7/1 CMLTI_2007-AR1 CITIMORTGAGE
221639397 770816665 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221639398 770816667 ALT_A Arm 5/1 CMLTI_2007-AR1 CITIMORTGAGE
221647268 30097416 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647269 30097417 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647276 30097423 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647280 30097426 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647286 30097430 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647288 30097432 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647294 30097436 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647295 30097437 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647306 30097446 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647312 30097451 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647324 30097459 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221655328 30104244 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655329 30104245 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655335 30104249 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655337 30104251 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655338 30104252 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655343 30104257 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655348 30104262 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655349 30104263 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655351 30104265 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655352 30104266 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655358 30104271 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655364 30104276 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655368 30104280 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655370 30104282 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655372 30104284 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655373 30104285 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655374 30104286 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655377 30104289 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655385 30104297 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655390 30104301 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655393 30104304 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655397 30104308 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655399 30104310 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655400 30104311 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655405 30104316 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221647310 30097449 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647311 30097450 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647321 30097456 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647330 30097465 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647333 30097468 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221655350 30104264 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655353 30104267 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655355 30104268 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655357 30104270 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655359 30104272 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655244 30104165 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655248 30104169 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655249 30104170 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655254 30104175 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655257 30104178 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655259 30104180 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655263 30104184 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655264 30104185 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655269 30104190 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655272 30104193 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655408 30104319 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655419 30104329 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655424 30104334 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655425 30104335 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655247 30104168 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655276 30104195 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655281 30104200 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655287 30104205 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655296 30104214 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655299 30104217 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655428 30104338 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655430 30104340 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655432 30104342 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655435 30104345 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655438 30104347 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655301 30104218 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655303 30104219 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655305 30104221 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655306 30104222 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655311 30104227 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655439 30104348 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655443 30104352 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655444 30104353 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655447 30104356 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655313 30104229 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655314 30104230 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655318 30104234 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655320 30104236 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655321 30104237 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655448 30104357 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655449 30104358 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655454 30104363 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655457 30104366 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655458 30104367 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655322 30104238 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655360 30104273 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655367 30104279 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655369 30104281 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655375 30104287 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655460 30104368 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655462 30104369 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655471 30104374 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655477 30104379 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655478 30104380 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655376 30104288 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655384 30104296 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655387 30104298 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655388 30104299 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655389 30104300 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655480 30104382 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655483 30104384 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655484 30104385 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655485 30104386 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655486 30104387 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655392 30104303 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655404 30104315 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655406 30104317 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655407 30104318 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655409 30104320 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655488 30104389 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655492 30104393 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655504 30104405 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655506 30104407 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655507 30104408 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655411 30104322 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655413 30104324 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655433 30104343 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655456 30104365 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655509 30104410 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655510 30104411 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655511 30104412 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655514 30104415 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655522 30104422 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655464 30104370 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655466 30104372 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655470 30104373 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655473 30104376 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655475 30104377 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655523 30104423 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655533 30104429 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655535 30104431 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655537 30104433 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655481 30104383 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655499 30104400 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655501 30104402 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655502 30104403 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655521 30104421 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655538 30104434 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655541 30104437 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655544 30104440 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655546 30104442 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655547 30104443 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655525 30104425 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655530 30104427 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655536 30104432 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655540 30104436 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655542 30104438 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655548 30104444 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655550 30104446 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655558 30104453 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655576 30104468 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655581 30104473 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655549 30104445 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655554 30104449 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655555 30104450 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655560 30104455 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655567 30104459 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655586 30104478 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655601 30104493 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655605 30104497 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655266 30104187 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655578 30104470 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655580 30104472 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655584 30104476 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655589 30104481 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655592 30104484 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655271 30104192 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655277 30104196 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655279 30104198 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655282 30104201 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655283 30104202 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655595 30104487 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655608 30104499 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655617 30104508 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655622 30104513 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655285 30104204 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655288 30104206 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655289 30104207 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655292 30104210 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655293 30104211 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655624 30104515 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655625 30104516 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655626 30104517 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655645 30104536 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655648 30104539 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655304 30104220 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655309 30104225 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655310 30104226 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655317 30104233 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655319 30104235 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655323 30104239 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655324 30104240 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655607 30104498 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655618 30104509 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221647278 30097424 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647279 30097425 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647284 30097428 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647285 30097429 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647287 30097431 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647298 30097440 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221655265 30104186 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655267 30104188 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655278 30104197 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655290 30104208 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655291 30104209 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655308 30104224 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655316 30104232 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655326 30104242 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655330 30104246 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655331 30104247 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655365 30104277 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655379 30104291 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655380 30104292 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655381 30104293 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655382 30104294 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655391 30104302 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655395 30104306 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655396 30104307 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655398 30104309 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655401 30104312 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655412 30104323 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655415 30104326 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655420 30104330 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655423 30104333 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655440 30104349 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655441 30104350 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655442 30104351 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655451 30104360 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655452 30104361 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655453 30104362 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655455 30104364 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655465 30104371 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655472 30104375 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655476 30104378 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655479 30104381 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655487 30104388 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655490 30104391 ALT_A Arm 5/1 CMLTI_2007-AR1 XXXXX FARGO
221655493 30104394 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655495 30104396 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655496 30104397 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655497 30104398 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655516 30104417 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655518 30104418 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655520 30104420 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655532 30104428 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655534 30104430 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655539 30104435 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655543 30104439 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655551 30104447 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655563 30104457 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655569 30104461 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655572 30104464 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655573 30104465 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655583 30104475 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655585 30104477 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655588 30104480 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655594 30104486 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655620 30104511 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655621 30104512 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655623 30104514 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655631 30104522 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655636 30104527 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655597 30104489 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655599 30104491 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655600 30104492 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655602 30104494 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655609 30104500 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655613 30104504 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655616 30104507 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655619 30104510 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655627 30104518 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655628 30104519 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655629 30104520 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655630 30104521 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655632 30104523 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655637 30104528 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655640 30104531 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221647322 30097457 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647325 30097460 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647326 30097461 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647329 30097464 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647331 30097466 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221655245 30104166 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655246 30104167 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655250 30104171 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655251 30104172 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655252 30104173 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221647282 30097427 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221647296 30097438 ALT_A Arm 3/1 CMLTI_2007-AR1 COUNTRYWIDE
221655327 30104243 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655336 30104250 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655339 30104253 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655340 30104254 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655342 30104256 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655346 30104260 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655356 30104269 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655366 30104278 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655371 30104283 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655253 30104174 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655256 30104177 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655261 30104182 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655268 30104189 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655270 30104191 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655274 30104194 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655280 30104199 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655284 30104203 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655294 30104212 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655295 30104213 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655307 30104223 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655312 30104228 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655315 30104231 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655325 30104241 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655378 30104290 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655383 30104295 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655394 30104305 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655402 30104313 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655403 30104314 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655410 30104321 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655414 30104325 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655416 30104327 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655418 30104328 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655421 30104331 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655422 30104332 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655426 30104336 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655427 30104337 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655429 30104339 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655431 30104341 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655434 30104344 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655437 30104346 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655446 30104355 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655489 30104390 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655491 30104392 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655494 30104395 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655498 30104399 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655503 30104404 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655508 30104409 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655512 30104413 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655513 30104414 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655519 30104419 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655527 30104426 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655545 30104441 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655552 30104448 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655556 30104451 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655557 30104452 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655559 30104454 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655561 30104456 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655565 30104458 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655570 30104462 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655571 30104463 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655574 30104466 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655577 30104469 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655579 30104471 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655582 30104474 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655590 30104482 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655591 30104483 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655593 30104485 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655603 30104495 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655604 30104496 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655612 30104503 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655615 30104506 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655633 30104524 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655634 30104525 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655635 30104526 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655638 30104529 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655639 30104530 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655642 30104533 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655641 30104532 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655646 30104537 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655654 30104544 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655656 30104546 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655649 30104540 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655652 30104543 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655657 30104547 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655659 30104549 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655660 30104550 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655655 30104545 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655666 30104554 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655672 30104557 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655674 30104559 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655679 30104563 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655644 30104535 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655650 30104541 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655651 30104542 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655658 30104548 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655662 30104551 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655664 30104552 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655676 30104561 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655683 30104565 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221745983 30118344 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221745985 30118345 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655684 30104566 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655685 30104567 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221734687 30138683 ALT_A Arm 10/1 CMLTI_2007-AR1 FIFTH THIRD
221745984 30118193 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655673 30104558 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655678 30104562 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655686 30104568 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221691630 30097531 PRIME Arm 7/1 CMLTI_2007-AR1 COUNTRYWIDE
221655665 30104553 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221655668 30104555 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221746170 30118163 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221746180 30118287 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221746185 30118288 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221746195 30118853 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221746196 30118854 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221746262 30118861 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221745980 30118212 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221746121 30118769 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221746193 30118098 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221746226 30118241 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221746375 30118553 ALT_A Arm 7/1 CMLTI_2007-AR1 WELLS FARGO
221746383 30118572 ALT_A Arm 7/1 CMLTI_2007-AR1 WELLS FARGO
221746627 30118725 ALT_A Arm 10/1 CMLTI_2007-AR1 WELLS FARGO
221746786 30118337 ALT_A Arm 10/1 CMLTI_2007-AR1 WELLS FARGO
221746842 30118665 ALT_A Arm 10/1 CMLTI_2007-AR1 WELLS FARGO
221813649 30118975 PRIME Arm 5/1 CMLTI_2007-AR1 COUNTRYWIDE
221813675 30118949 PRIME Arm 5/1 CMLTI_2007-AR1 COUNTRYWIDE
221912491 30138695 ALT_A Arm 10/1 CMLTI_2007-AR1 FIFTH THIRD
221912493 30138697 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912494 30138698 ALT_A Arm 10/1 CMLTI_2007-AR1 FIFTH THIRD
221912516 30138717 ALT_A Arm 10/1 CMLTI_2007-AR1 FIFTH THIRD
221912527 30138727 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912550 30138747 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912552 30138749 ALT_A Arm 3/1 CMLTI_2007-AR1 FIFTH THIRD
221912555 30138752 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912564 30138760 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221746492 30118490 ALT_A Arm 7/1 CMLTI_2007-AR1 WELLS FARGO
221746576 30118755 ALT_A Arm 10/1 CMLTI_2007-AR1 WELLS FARGO
221746676 30118824 ALT_A Arm 10/1 CMLTI_2007-AR1 WELLS FARGO
221746235 30118752 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221746382 30118562 ALT_A Arm 7/1 CMLTI_2007-AR1 WELLS FARGO
221813644 30118980 PRIME Arm 5/1 CMLTI_2007-AR1 COUNTRYWIDE
221813680 30118944 PRIME Arm 5/1 CMLTI_2007-AR1 COUNTRYWIDE
221746824 30118820 ALT_A Arm 10/1 CMLTI_2007-AR1 WELLS FARGO
221912473 30138684 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912478 30138688 ALT_A Arm 7/1 CMLTI_2007-AR1 FIFTH THIRD
221912479 30138689 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912480 30138690 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912486 30138691 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912492 30138696 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912498 30138700 ALT_A Arm 3/1 CMLTI_2007-AR1 FIFTH THIRD
221746534 30118548 ALT_A Arm 7/1 CMLTI_2007-AR1 WELLS FARGO
221746567 30118551 ALT_A Arm 7/1 CMLTI_2007-AR1 WELLS FARGO
221746663 30118763 ALT_A Arm 10/1 CMLTI_2007-AR1 WELLS FARGO
221746114 30118624 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221746260 30118593 ALT_A Arm 5/1 CMLTI_2007-AR1 WELLS FARGO
221746391 30118577 ALT_A Arm 7/1 CMLTI_2007-AR1 WELLS FARGO
221746448 30118435 ALT_A Arm 7/1 CMLTI_2007-AR1 WELLS FARGO
221746470 30118477 ALT_A Arm 7/1 CMLTI_2007-AR1 WELLS FARGO
221813650 30118974 PRIME Arm 5/1 CMLTI_2007-AR1 COUNTRYWIDE
221813662 30118962 PRIME Arm 5/1 CMLTI_2007-AR1 COUNTRYWIDE
221912474 30138685 ALT_A Arm 3/1 CMLTI_2007-AR1 FIFTH THIRD
221912476 30138687 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912490 30138694 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912497 30138699 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912510 30138711 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912514 30138715 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912517 30138718 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912521 30138721 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912525 30138725 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912533 30138732 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221746451 30118704 ALT_A Arm 7/1 CMLTI_2007-AR1 WELLS FARGO
221746662 30118110 ALT_A Arm 10/1 CMLTI_2007-AR1 WELLS FARGO
221746674 30118129 ALT_A Arm 10/1 CMLTI_2007-AR1 WELLS FARGO
221746675 30118130 ALT_A Arm 10/1 CMLTI_2007-AR1 WELLS FARGO
221746693 30118167 ALT_A Arm 10/1 CMLTI_2007-AR1 WELLS FARGO
221912538 30138736 ALT_A Arm 10/1 CMLTI_2007-AR1 FIFTH THIRD
221912541 30138739 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912544 30138741 ALT_A Arm 7/1 CMLTI_2007-AR1 FIFTH THIRD
221912546 30138743 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912549 30138746 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912553 30138750 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912561 30138758 ALT_A Arm 7/1 CMLTI_2007-AR1 FIFTH THIRD
221912563 30138759 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912567 30138763 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912568 30138764 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912566 30138762 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912573 30138768 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912578 30138772 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912579 30138773 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912585 30138777 ALT_A Arm 3/1 CMLTI_2007-AR1 FIFTH THIRD
221912606 30138794 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912609 30138797 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912611 30138799 ALT_A Arm 7/1 CMLTI_2007-AR1 FIFTH THIRD
221912613 30138800 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912615 30138802 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912502 30138704 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912503 30138705 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912515 30138716 ALT_A Arm 3/1 CMLTI_2007-AR1 FIFTH THIRD
221912519 30138719 ALT_A Arm 3/1 CMLTI_2007-AR1 FIFTH THIRD
221912520 30138720 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221813542 30119076 PRIME Arm 5/1 CMLTI_2007-AR1 COUNTRYWIDE
221912475 30138686 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912488 30138692 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912489 30138693 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912499 30138701 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912569 30138765 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912570 30138766 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912572 30138767 ALT_A Arm 10/1 CMLTI_2007-AR1 FIFTH THIRD
221912575 30138769 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912577 30138771 ALT_A Arm 7/1 CMLTI_2007-AR1 FIFTH THIRD
221912587 30138779 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912588 30138780 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912590 30138782 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912591 30138783 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912592 30138784 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912596 30138787 ALT_A Arm 10/1 CMLTI_2007-AR1 FIFTH THIRD
221912597 30138788 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912600 30138790 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912607 30138795 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912617 30138804 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
221912523 30138723 ALT_A Arm 7/1 CMLTI_2007-AR1 FIFTH THIRD
221912524 30138724 ALT_A Arm 5/1 CMLTI_2007-AR1 FIFTH THIRD
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221584796 HOMEBANC 750 / / 750 20.59 SECONDHOME PURCH
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221584783 HOMEBANC 713 / / 713 18.41 SECONDHOME PURCH
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221584803 HOMEBANC 773 / / 773 21.57 PRIMARY CONSTR
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221584810 HOMEBANC 803 / / 803 22.17 PRIMARY PURCH
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221584814 HOMEBANC 697 / / 697 22.37 INVESTOR PURCH
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221585011 HOMEBANC 698 / / 698 45 PRIMARY REFICASHOUT
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221584779 HOMEBANC 741 / / 741 17.7 SECONDHOME CONSTR
221584789 HOMEBANC 754 / / 754 19.36 SECONDHOME PURCH
221584820 HOMEBANC 690 / / 690 23.48 SECONDHOME PURCH
221584788 HOMEBANC 773 / / 773 19.06 PRIMARY CONSTR
221584817 HOMEBANC 771 / / 771 22.62 INVESTOR PURCH
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221584819 HOMEBANC 785 / / 785 23.15 PRIMARY PURCH
221584822 HOMEBANC 764 / / 764 23.64 SECONDHOME PURCH
221584829 HOMEBANC 775 / / 775 24.18 PRIMARY CONSTR
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221584832 HOMEBANC 698 / / 698 24.55 INVESTOR PURCH
221584837 HOMEBANC 662 / / 662 24.82 PRIMARY PURCH
221584842 HOMEBANC 749 / / 749 25.31 SECONDHOME PURCH
221584845 HOMEBANC 781 / / 781 25.43 INVESTOR PURCH
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221584849 HOMEBANC 785 / / 785 25.79 PRIMARY PURCH
221584850 HOMEBANC 732 / / 732 26.15 SECONDHOME PURCH
221584858 HOMEBANC 692 / / 692 27.79 PRIMARY REFICASHOUT
221585015 HOMEBANC 735 / / 735 45.89 PRIMARY PURCH
221585018 HOMEBANC 779 / / 779 47.63 PRIMARY REFIRT
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221584813 HOMEBANC 731 / / 731 22.36 SECONDHOME PURCH
221585013 HOMEBANC 766 / / 766 45.09 PRIMARY CONSTR
221585014 HOMEBANC 726 / / 726 45.33 PRIMARY PURCH
221585016 HOMEBANC 768 / / 768 46.3 PRIMARY REFIRT
221585017 HOMEBANC 741 / / 741 46.76 PRIMARY PURCH
221585030 HOMEBANC 697 / / 697 36.37 PRIMARY REFIRT
221554122 WELLS FARGO 719 / / 719 33.23 INVESTOR REFIRT
221584766 HOMEBANC 772 / / 772 13.49 INVESTOR REFICASHOUT
221584768 HOMEBANC 748 / / 748 14.35 SECONDHOME PURCH
221584771 HOMEBANC 794 / / 794 14.92 PRIMARY CONSTR
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221584852 HOMEBANC 720 / / 720 26.41 PRIMARY REFIRT
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221584900 HOMEBANC 656 / / 656 33.8 PRIMARY PURCH
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221584922 HOMEBANC 702 / / 702 35.74 PRIMARY REFICASHOUT
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221584929 HOMEBANC 813 / / 813 36.56 PRIMARY PURCH
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221584939 HOMEBANC 781 / / 781 37.13 PRIMARY REFIRT
221584951 HOMEBANC 781 / / 781 38.55 PRIMARY PURCH
221584954 HOMEBANC 658 / / 658 38.72 PRIMARY REFICASHOUT
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221584967 HOMEBANC 758 / / 758 40.6 PRIMARY PURCH
221584968 HOMEBANC 806 / / 806 40.72 PRIMARY PURCH
221584971 HOMEBANC 653 / / 653 41.2 PRIMARY PURCH
221584972 HOMEBANC 750 / / 750 41.42 PRIMARY PURCH
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221611524 TAYLORBEAN 741 / / 741 32.82 INVESTOR PURCH
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221611445 TAYLORBEAN 667 / / 667 0 PRIMARY PURCH
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221611548 TAYLORBEAN 803 / / 803 36.95 PRIMARY PURCH
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221611479 TAYLORBEAN 809 / / 809 0 PRIMARY REFICASHOUT
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221611561 TAYLORBEAN 667 / / 667 37.91 PRIMARY PURCH
221611562 TAYLORBEAN 642 / / 642 37.96 PRIMARY REFICASHOUT
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221611569 TAYLORBEAN 638 / / 638 38.57 PRIMARY REFICASHOUT
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